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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 3

                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2003

                [ ] 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)

                11 Maple Avenue, Shrewsbury, Massachusetts  01545
                -------------------------------------------------
                    (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, 2003.


As of April 30, 2003, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $413,564, based upon the
closing sales price reported for such date on the OTCBB. The number of shares
held by non-affiliates was 516,955. 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, 2003, the number of shares outstanding of the Registrant's
Common Stock, no par value was 2,226,791.

Our principal offices are located at 11 Maple Avenue, Shrewsbury, Massachusetts
01545 and our telephone number is (508) 751-5432.



                        MASS MEGAWATTS WIND POWER, INC.


                                    CONTENTS



Part I
------

     Item  1.     Description of Business

     Item  2.     Description of Properties

     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


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

     Item  12.    Certain Relationships and Related Transactions

     Item  13.    Exhibits and Reports on Form 8-k

     Item  14.    Controls and Procedures


Signatures

Certifications


<PAGE>
     Forward Looking Statements

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


     Cautionary Statement

     This Registration Statement may contain forward-looking statements that
involve risks and uncertainties, including but not limited to the Company's
ability to produce a cost- effective wind energy conversion device. Among the
important factors that could cause actual events to differ materially from those
indicated by forward-looking statements in this registration statement are the
failure of the Company to achieve or maintain necessary zoning approvals with
respect to the location of its MAT power developments; to successfully produce
the MAT on time and remaining competitive; the inability of the Company to sell
its 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

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.
Fossil fuel technology can produce electricity at 3 cents per kilowatt hour
whereas the Mass Megawatts can produce it for less than 3 cents unlike the
current commercially available wind technology. The Company's patented MultiAxis
Turbosystem (MAT) technology (multiple patents granted and pending) is expected
to contribute

<PAGE>
clean, cost-competitive wind energy as a major factor in the production of
electric power worldwide. Based on MAT's performance, the Company's proposed
1,000 megawatt wind farm is 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 is not expected to finalize a location until November 2003 at the
earliest.

     If Mass Megawatts chooses to work through power brokers, the potential
exists to sell the environmental correct "green" power for as much as 6.5 cents
per kWh. The price of electricity in the commodities markets have remained above
4 cents per kilowatt/hour even when the price of oil was $10 per barrel back in
1998. The lowest cost of the fossil fuel prices which is natural gas is expected
to double in the price according to projection on the open market commodity
trading of the natural gas 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 are 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 innovation in order
to reduce the cost of wind power. There is 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 of 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, 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 Patent Cooperation Treaty is method 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 houses 16 shaft 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
increase, so too does the cost of other components. Large blades also create
structural stress and fatigue problems in the gearbox, tower, and in the yawing
system which turns the turbine into the optimal wind direction.

     The MAT reduces blade cost by using a geometrically simple, smaller blade
which addresses problems associated with vertical axis turbines. Vertical axis
turbines suffer from severe structural stress problems caused by the forces of
lift which push the blades back and forth causing heavy cyclical loads. As
vertical turbines rotate, wind contacts them first from the left side, then from
the right. This constant repetitive motion causes fatigue. The popular
propeller, or horizontal version, also has horizontal lift stresses, although at
a reduced level since the lift forces are not constantly reversing. MAT's small
blade units eliminate the structural fatigue of longer, heavier blades. 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. 2 In conventional wind turbine design,
the shaft speed increasing device is typically a heavy gearbox which must be
sufficiently rugged to withstand the vibrations of the tower caused by the large
blades. The combination of vibrations and yaw (the action of turning the turbine
into the wind), causes structural stress.

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.


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

     Other environmental advantages specific to MAT include its noiseless
turbines which will ease site permitting, and its high visibility to birds which
will prevent them from flying into the rotation area.

     BRIEF TECHNICAL OVERVIEW OF PRODUCT ADVANTAGES
     Traditionally, wind turbines were supported by a single tower and in many
cases with guy wires. That lead to a multitude of vibration and frequency
related problems. The blades of vertical axis turbines were large and therefore
limited in their design and the materials. For example, aluminum extrusion and
fiberglass pultrusion were used in the two most serious commercial applications
of vertical axis turbines. Due to the large size of the fiberglass blades,
transporting them require a straight shape. The strength was limited for the
purpose of being able to bend the blades at the place of installation. In other
vertical axis wind technology, the aluminum blades could not form a true
aerodynamically optimal shape. The blades had to be made of significant length
and the available extrusion equipment for the long length and large profiles are
not available for producing a structural and aerodynamic blade at a cost
competitive price. The patents of both serious commercial prior applications of
vertical axis technology are described in " Vertical Axis Wind Turbine" Patent
number 4,449,053 and "Vertical Axis Wind Turbine with Pultruded Blades" in
Patent number 5,499,904. The MAT overcame the size related disadvantages. One
such manufacturing advantage of the MAT includes the cost reduction of using
smaller components instead of larger and fewer components. Other advantages
include providing more solid blades, which help, resolve cyclical stress
advantages include providing inexpensive repair and maintenance with components
like the generator, heavy variable speed equipment and gearbox on the ground
level while elevating the rotor high above the ground in order to avoid
turbulence. The MAT 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
Assocoiation 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.


<PAGE>
     COMPETITIVE COMPARISON
     According to the Electric Power Research Institute, the past 10 years have
seen traditional energy costs increase while wind energy costs have declined.
Excluding MAT, the advances in technology, larger-scale and more efficient
manufacturing processes, and increased experience in wind turbine operations has
contributed substantially to this trend. This cost decline is paralleled with a
several hundred fold increase in installed wind energy capacity. As a result,
maintenance costs have fallen significantly. Wind energy sources comprise less
than one percent of the current electricity generating industry

     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%

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

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

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


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

     Not factoring the Company's MAT product, World Energy Council expects new
wind capacity worldwideto 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


<PAGE>
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
transportIn these areas, the price per kWh sold is several times higher than the
normal selling price.

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

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

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

     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 1,295 employees and its world
market share in 1997 was 24%.

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

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



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

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

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

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

     DISTRIBUTION PATTERNS
     Distribution begins with identifying energy demand in and near potential
power plant sites. Replacement of older or obsolete power plants, as well as
growth in the population and the economy, are factors in determining energy
demand in identified areas. Assuming a sufficient energy demand, the Company
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 but 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:

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

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

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

     FOREIGN SALES AND EXPORTS
     Mass Megawatts Wind Power, Inc. does not have any operations in foreign
companies or export sales in the fiscal year ending April 30, 2003 or 2002.

     RESEARCH AND DVELOPMENT 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, 2003 and 2002 amounted to $78,047 and $184,246, respectively. All of
These costs are borne by the Company.

Employees

As of April 30, 2003, the Company had no full time employees. However, Jonathan
Ricker is a consultant and hires other consultants as necessary. Mass
Megawatts has retained other members of the management team as consultants. Mass
Megawatts believes that there will be no significant changes in
the number of employees.



<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTIES

     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 new prototype is a pre commercial prototype designed for choosing
the system for commercial production.


ITEM  3.     LEGAL  PROCEEDINGS


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

     The Company currently has no other 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 fourth
quarter.


<PAGE>
                                     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, 2003 and April 30, 2002, the high and low per share bid prices of the
Company's Common Stock as reported by the OTCBB.


                           2003
                   HIGH           LOW
First Quarter   $  7.00       $  2.00
Second Quarter     7.00          1.10
Third Quarter      4.00          1.50
Fourth Quarter     3.00           .75

                           2002
                   HIGH           LOW
First Quarter   $        N/A  $      N/A
Second Quarter           N/A         N/A
Third Quarter          12.00       12.00
Fourth Quarter         10.00        4.00



     In August and September 2002, Mass Megawatts sold 2,310 and 1,235 shares of
Restricted common stock at $3.25 per share for cash and in exchange for a
payable under Regulation 505D, respectively. In December 2002 and January 2003,
the Company sold 3,025 and 5,520 shares of restricted common stock at $3.00 per
share under Regulatin 505D, respectively. The purchasers were not officers,
directors or controlling shareholders.

The Company also issued shares of restricted common stock under Regulation 505D
on the following dates for services:

<TABLE>
<CAPTION>
Date            Shares  Service                 Per Share Price
<S>             <C>     <C>                     <C>

May 2002         7,394  Engineering             $           5.00
July 2002          100  Marketing               $           4.00
August 2002      1,830  Acquisition             $           3.25
September 2002     400  Office/clerical         $           3.25
September 2002  11,384  Exchange for payable    $           3.25
November 2002    2,400  Research & Development  $           3.00
January 2003     2,330  Research & Development  $           3.00
February 2003    5,750  Product parts           $           1.50
February 2003   13,650  Marketing               $           1.25
February 2003    1,600  Clerical                $           0.75
March 2003       8,350  Office/clerical         $           0.80
April 2003       1,335  Maintenance             $           1.25
</TABLE>

     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, 2003, there were approximately 350 shareholders of Common
Stock. As of April 30, 2003, there were 2,226,791 common shares issued and
outstanding. The Company has 5,000,000 common shares authorized. All the shares
have equal rights with respect to voting, liquidation, and dividend rights. Of
the Company's total outstanding shares, approximately 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.


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

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

Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in
addition to important factors described elsewhere, the following important
facts, among others, sometimes have affected, and in the future could affect,
the Company's actual results, and could cause the Company's actual results
during 2003 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of the Company.

The Company has not had revenues from operations since its inception, but
anticipates raising funds in the near future. Specifically, the Company plans to
file a private placement memorandum under the Securities Act of 1933 under
Regulation D, Rule 506, selling shares of its common stock to raise up to
$300,000. The Company anticipates that approximately $200,000 of this money will
be used to develop a full-scale power plant prototype to be utilized for
manufacturing. The Company also anticipates that approximately $40,000 will be
used toward the test and data analysis and approximately $60,000 will be used
for administration, working capital, marketing, and advertising.

The Company believes that it has sufficient funds to fund its operations for a
minimum of 12 months following April 30, 2003. Although no assurance can be
given, the Company expects to raise $300,000 from the private placement offering
and, with those funds, expects to be able to fund its operations for an
additional 12 months. Without the additional equity investors, there is
substantial doubt about the Company's ability to continue as a going concern.

The Company shows a loss for the years ended April 30, 2003 and 2002 and the
period May 27, 1999 (date of inception) to April 30, 2003. The losses are
related mostly to the professional fees and development of a prototype,
including engineering work. Other costs include development of site locations
for future projects, as well as administrative expenses.


<PAGE>
The Company has only six years of operating results, with no revenue from
operations, and much uncertainty exists about the Company's future as a result
of the lack of operating revenuer several years. The lack of long-term
experience in new product development could have an adverse impact on the
Company.

On November 12, 2001, the Company was cleared by the NASD to begin public
trading. The Company's ticker symbol is MMGW and can be found on the Over The
Counter Bulletin Board, more commonly described as OTC-BB: MMGW. Also, recent
news articles on the Company, and the latest developments of its first
prototype, can be found on the front page of the business section of the
November 6, 2001 Telegram and Gazette, and on the front page of the November 1,
2001 Daily Southbridge News.

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

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

The electric power industry is undergoing a period of deregulation and
restructuring that is similar to the telecommunication deregulation of the
1980's. It is impossible to predict whether this change will have a favorable or
negative impact for the industry as a whole. However, restructuring can present
more advantages and opportunities for the Company's very competitive product in
competing vigorously in the new marketplace.


OPERATION  SUMMARY

The highest priority is planned to be constructing a 50 kW rated Multiaxis
Turbosystem for third party verification of the technology. We have tentatively
chose Underwriter's Laboratories which is a vender for the National Renewable
Energy Laboratories in Golden, Colorado. The purpose is to prove the new
product's long term durability in order to be eligible for debt financing and
receive more favorable equity financing in the future. Included in the Prototype
development cost is an estimated $5,000 zoning related cost and $10,000 in land
preparation expenditures.

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

Included in the marketing program is the initial establishments of strategic
alliances with companies involved with green marketing programs. During the
third party verification process, Mass Megawatts, plans to begin these efforts
with "word of mouth" techniques at business organizations and with power
brokers. As a lower priority Mass Megawatts may be involved in very limited
efforts to include direct advertising to green pricing customers either through
direct mail or advertising in the media in conjunction with environmental
related events. On a limited budget, the Company 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 tobe used
for contingencies on an "as needed" basis.


<PAGE>
EMPLOYEES

     EMPLOYEES
     As of April 30, 2003, the Company had no full time employees, however,
Jonathan Ricker is a full-time executive officer and hires part time employees
as necessary. The Company has retained other members of the management team as
consultants. Megawatts believes that there will be no significant changes in the
number of employees. Mass Megawatts does not have an employment contract with
Mr. Ricker.


STRATEGY  AND  MARKETING

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



DISTRIBUTION

Although little marketing is required for profitable trades on the power
exchanges, the Company will, at some time in the future, seek a higher price for
each kilowatt/hour sold. When the Company pursues this effort, sales and service
activities is planned to be handled through strategic alliances with new and
emerging electric power brokers, which have formed as a result of deregulation
in the retail sale of electricity. Power brokers buy blocks of electricity in
megawatt/hour units. For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year and provides a five percent non-refundable deposit on each block of
electricity reserved for future purchase. Such


<PAGE>
brokers include All Energy, Green Mountain Resources, and Energy Vision.
Electricity choice, which helps negotiate consumer electric sales, is another
marketing resource for the Company's products. The Company plans to aggressively
promote its products to brokers, focusing on cost savings and environmental
benefits. It 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 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. Actual
     results could differ from those estimates.

     The Company has adopted Statement of Financial Accounting Standards Board
     No. 144 (SFAS No. 144), "Accounting for the Impairment or Disposal of
     Long-Lived Assets." SFAS No. 144 addresses the financial accounting and
     reporting for the impairment of long-lived assets, excluding goodwill and
     certain intangible assets, to be held and used or disposed of. The adoption
     of SFAS No. 144 did not have a significant impact on the Company's
     financial position or results of operations. In accordance with SFAS No.
     144, the carrying values of long-lived assets are periodically reviewed by
     the Company and impairments would be recognized if future operating
     non-discounted cash flows derived from an asset were less than its carrying
     value and if the carrying value is more than the fair value of the asset.
     During the year ended April 30, 2003 and 2002 and the period May 27, 1997
     (date of inception) to April 30, 2003, the Company did not experience any
     impairment of assets.

     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 to apply to taxable income in the
     years in which those temporary differences are expected to be recovered or
     settled. The effect on deferred tax assets and liabilities of a change in
     tax rates is recognized as income in the period that included the enactment
     date.

     Advertising costs are charged to operations when the advertising first
     takes place. Advertising expense for the years ended April 30, 2003 and
     2002 and the period May 27, 1997 (date of inception) to April 30, 2003 were
     $31,044, $169,076, and $217,872, respectively. There were no direct
     response advertising costs incurred during the periods presented.

     Research and development costs are charged to operations when incurred and
     are included in operating expenses. The amounts charged for the years ended
     April 30, 2003 and 2002 and the period May 27, 1997 (date of inception) to
     April 30, 2003 amounted to $78,047, $184,246, and $324,094, respectively.

     The Company records stock as issued at the time consideration is received
     or the obligation is incurred.

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 143, "Accounting for Asset Retirement Obligations," which is effective
     for Fiscal years beginning after June 15, 2002. The Company will adopt SFAS
     No. 143 effective May 1, 2003. Management does not expect the adoption of
     SFAS No. 143 to have a material effect on the Company's financial
     statements and results of operations.

     In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
     with Exit or Disposal Activities," which is effective for the Company for
     exit or disposal activities that are initiated after December 31, 2002.
     This statement addresses financial accounting and reporting for costs
     associated with exit or disposal activities and nullifies Emerging Issues
     Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
     Employee Termination Benefits and Other Costs to Exit an Activity
     (including Certain Costs Incurred in a Restructuring)." This statement
     requires that a liability for a cost associated with an exit or disposal
     activity be recognized when the liability is incurred. Under EITF Issue No.
     94-3, a liability for an exit cost, as defined, was recognized at the date
     of an entity's commitment to an exit plan. The Company will adopt SFAS No.
     146 for all exit or disposal activities, and does not expect this statement
     to have a material effect on the financial statements.

     In May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial
     Instruments with Characteristics of Both Liabilities and Equity," which is
     effective for financial instruments entered into or modified after May 31,
     2003, and otherwise is effective at the beginning of the first interim
     period beginning after June 15, 2003.

     SFAS No. 150 establishes standards for how an issuer classifies and
     measures certain financial instruments with characteristics of both
     liabilities and equity. The Company will adopt SFAS No. 150 and does not
     expect it to have a material impact on its consolidated financial
     statements.


<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS



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

                              Financial Statements

                    Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003



                                    CONTENTS
                                    --------


Financial  Statements:

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

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


<PAGE>
                          Independent Auditors' Report



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


We  have  audited  the  accompanying balance sheet of Mass Megawatts Wind Power,
Inc.  (a  development  stage  enterprise)  as  of April 30, 2003 and the related
statements  of  operations, changes in stockholders' deficit, and cash flows for
the  years  ended  April  30, 2003 and 2002 and the period May 27, 1997 (date of
inception)  to April 30, 2003. 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  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Mass Megawatts Wind Power, Inc.
(a  development  stage  enterprise)  as of April 30, 2003 and the results of its
operations  and  its  cash flows for the years ended April 30, 2003 and 2002 and
the period May 27, 1997 (date of inception) to April 30, 2003 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

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




Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
July 2, 2003



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

                                  Balance Sheet

                                 April 30, 2003

<S>                                                                 <C>
ASSETS
Current assets:
  Cash                                                              $     4,633
                                                                    ------------
Total current assets                                                      4,633

Equipment, net of accumulated depreciation                                8,836
                                                                    ------------


                                                                    $    13,469
                                                                    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable, trade                                           $    44,786
  Due to stockholder                                                     88,855
                                                                    ------------
Total current liabilities                                               133,641

Stockholders' deficit:
  Common stock; no par value; 5,000,000 shares authorized;
    2,226,791 shares issued and outstanding                           1,257,271
  Deficit accumulated during development stage                       (1,377,443)
                                                                    ------------
Total stockholders' deficit                                           (120,172)
                                                                    ------------


                                                                    $    13,469
                                                                    ============
</TABLE>


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


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

                            Statements of Operations


                                                             May 27,
                                                           1997 (Date
                                   Year Ended April 30,   of Inception)
                                ------------------------  to April 30,
                                   2003        2002         2003
                                -----------  -----------  ------------
<S>                             <C>          <C>          <C>
Revenues:
  Other income                  $       22   $    1,229   $     3,276
                                -----------  -----------  ------------

Expenses:
  Operating costs and expenses     317,114      793,897     1,372,455
  Depreciation                       3,421        3,420         8,264
                                -----------  -----------  ------------
                                   320,535      797,317     1,380,719
                                -----------  -----------  ------------


Net loss                        $ (320,513)  $ (796,088)  $(1,377,443)
                                ===========  ===========  ============


Net loss per share              $     (.15)  $     (.04)  $      (.72)
                                ===========  ===========  ============


Weighted average number of
  common shares                  2,186,812    2,040,825     1,916,441
                                ===========  ===========  ============
</TABLE>


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


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

                  Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2003


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

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

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

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

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

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

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

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

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

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

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

Issuance of common stock for
  Product testing services
  (November 2000)*                 3,843     8,647                   8,647
</TABLE>


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


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

                  Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2003


                                                            Deficit
                                                           Accumulated
                                           Common Stock      During
                                           --------------  Development
                                           Shares  Amount     Stage     Total
                                           ------  ------  -----------  ------
<S>                                        <C>     <C>     <C>          <C>
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
</TABLE>


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


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

                  Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2003


                                                           Deficit
                                                         Accumulated
                                        Common Stock       During
                                     ------------------  Development
                                      Shares    Amount      Stage        Total
                                     ---------  -------  ------------  ---------
<S>                                  <C>        <C>      <C>           <C>
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
</TABLE>


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


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

                  Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2003


                                                          Deficit
                                                        Accumulated
                                     Common  Stock        During
                                 ---------------------  Development
                                  Shares      Amount       Stage        Total
                                 ---------  ----------  ------------  ----------
<S>                              <C>        <C>         <C>           <C>
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 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

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

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

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

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

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

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

Issuance of common stock in
  satisfaction of a payable
  at $3.25 per share
  (September 2002)                  11,384      36,997                   36,997

Issuance of common stock for
Project site preparation
  services at $3.00 per share
  (November 2002)                    2,400      7,200                     7,200

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

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

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

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

Issuance of common stock for
Public relation at potential
Development sites
  services at $1.25 per share
  (February 2003)                   13,650     17,062                    17,062

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

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

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

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

*    Common stock issued at $2.25 per share, which is the fair value on the date
     of  issuance.


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


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

                            Statements of Cash Flows

                                                                       May  27,
                                                                      1997 (Date
                                              Year Ended April 30,   of Inception)
                                             ----------------------  to April 30,
                                                2003        2002         2003
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(320,513)  $(796,088)  $(1,377,443)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses     93,443     226,819       341,624
      Depreciation                               3,421       3,420         8,264
      Decrease (increase) in deposits            1,500      (1,500)
      Increase (decrease) in:
        Accounts payable                        53,137     (4,834)        81,783
                                             ----------  ----------  ------------
  Total adjustments                            151,501     223,905       431,671
                                             ----------  ----------  ------------
  Net cash used by operating activities       (169,012)  (572,183)     (945,772)
                                             ----------  ----------  ------------
FINANCING ACTIVITIES
  Proceeds from issuance of common stock        37,157     579,429       861,550
  Increase in due to stockholders               88,855                    88,855
                                             ----------  ----------  ------------
  Net cash provided by financing activities    126,012     579,429       950,405
                                             ----------  ----------  ------------
NET (DECREASE) INCREASE IN CASH                (43,000)      7,246         4,633

CASH AT BEGINNING OF YEAR                       47,633      40,387
                                             ----------  ----------  ------------

CASH AT END OF YEAR                          $   4,633   $  47,633   $     4,633
                                             ==========  ==========  ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:


     During the year ended April 30, 2003, the Company exchanged 11,384 shares
     of common stock in satisfaction of $36,997 of a payable.

     During the year ended April 30, 2001, the Company exchanged 7,600 shares of
     common stock valued at $17,100 for a vehicle and a computer.
</TABLE>


The accompanying notes are an integral part of the financial statements.       8


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

                          Notes to Financial Statements

                     Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003


1.   BACKGROUND INFORMATION

     Mass Megawatts Wind Power, Inc. (the "Company"), a Massachusetts
     corporation, was incorporated as Mass Megawatts, Inc. on May 27, 1997. The
     Company changed its name in January 2001 to Mass Megawatts Power, Inc. and
     has been in the development stage since its incorporation. The Company
     changed its name on February 27, 2002 to Mass Megawatts Wind Power, Inc.
     The Company's principal line of business is to develop its prototype wind
     energy production equipment and locate and adapt suitable operating
     facilities. It intends to build, patent, and operate wind energy generated
     power plants utilizing proprietary MultiAxis Turbine technology. The
     Company expects to sell the generated electricity to the power commodity
     exchange on the open market, initially in California. The corporate
     headquarters is located in Shrewsbury, Massachusetts.

2.   GOING  CONCERN

     The accompanying financial statements have been prepared on a going concern
     basis, which contemplates the realization of assets and liabilities in the
     ordinary course of business. Operating losses have been incurred each year
     since inception, resulting in an accumulated deficit of approximately
     $1,377,000 at April 30, 2003 and negative cash flows from operations of
     approximately $169,000 for the year ended April 30, 2003. In addition, at
     April 30, 2003, the Company had negative working capital of approximately
     $129,000 and its total liabilities exceeded its total assets by
     approximately $120,000. These conditions are due to the Company continuing
     to spend money for the development of the product that is not currently
     ready for sale and raises substantial doubt about the Company's ability to
     continue as a going concern. Currently, management is soliciting additional
     equity investors through private placement offerings and is obtaining
     funding from the Company's Chief Executive Officer to fund these losses;
     however, no assurance can be given as to the success of these efforts.

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


3.   SIGNIFICANT  ACCOUNTING  POLICIES

The significant accounting policies followed are:

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     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. Actual
     results could differ from those estimates.


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

                          Notes to Financial Statements

                    Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003


3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

     The Company has adopted Statement of Financial Accounting Standards Board
     No. 144 (SFAS No. 144), "Accounting for the Impairment or Disposal of
     Long-Lived Assets." SFAS No. 144 addresses the financial accounting and
     reporting for the impairment of long-lived assets, excluding goodwill and
     certain intangible assets, to be held and used or disposed of. The adoption
     of SFAS No. 144 did not have a significant impact on the Company's
     financial position or results of operations. In accordance with SFAS No.
     144, the carrying values of long-lived assets are periodically reviewed by
     the Company and impairments would be recognized if future operating
     non-discounted cash flows derived from an asset were less than its carrying
     value and if the carrying value is more than the fair value of the asset.
     During the year ended April 30, 2003 and 2002 and the period May 27, 1997
     (date of inception) to April 30, 2003, the Company did not experience any
     impairment of assets.


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

                          Notes to Financial Statements

                    Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003

     Net loss per common share is computed by dividing net loss to common
     stockholders by the weighted average number of shares of common stock
     outstanding for each period.

     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 to apply to taxable income in the
     years in which those temporary differences are expected to be recovered or
     settled. The effect on deferred tax assets and liabilities of a change in
     tax rates is recognized as income in the period that included the enactment
     date.

     Advertising costs are charged to operations when the advertising first
     takes place. Advertising expense for the years ended April 30, 2003 and
     2002 and the period May 27, 1997 (date of inception) to April 30, 2003 were
     $31,044, $169,076, and $217,872, respectively. There were no direct
     response advertising costs incurred during the periods presented.

     Research and development costs are charged to operations when incurred and
     are included in operating expenses. The amounts charged for the years ended
     April 30, 2003 and 2002 and the period May 27, 1997 (date of inception) to
     April 30, 2003 amounted to $78,047, $184,246, and $324,094, respectively.

     The Company records stock as issued at the time consideration is received
     or the obligation is incurred.

     Common stock issued to non-employees in payment for services rendered is
     valued at the fair value of the services/products received or the fair
     value of the common stock being issued as of the date of issuance. During
     the three months ended July 31, 2003, the Company issued $144,800 worth of
     stock for services rendered. These shares were valued at the fair value of
     the underlying stock.


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

                          Notes to Financial Statements

                    Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003

3.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 143, "Accounting for Asset Retirement Obligations," which is effective
     for Fiscal years beginning after June 15, 2002. The Company will adopt SFAS
     No. 143 effective May 1, 2003. Management does not expect the adoption of
     SFAS No. 143 to have a material effect on the Company's financial
     statements and results of operations.

     In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
     with Exit or Disposal Activities," which is effective for the Company for
     exit or disposal activities that are initiated after December 31, 2002.
     This statement addresses financial accounting and reporting for costs
     associated with exit or disposal activities and nullifies Emerging Issues
     Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
     Employee Termination Benefits and Other Costs to Exit an Activity
     (including Certain Costs Incurred in a Restructuring)." This statement
     requires that a liability for a cost associated with an exit or disposal
     activity be recognized when the liability is incurred. Under EITF Issue No.
     94-3, a liability for an exit cost, as defined, was recognized at the date
     of an entity's commitment to an exit plan. The Company will adopt SFAS No.
     146 for all exit or disposal activities, and does not expect this statement
     to have a material effect on the financial statements.

     In May 2003, FASB issued SFAS No. 150, "Accounting for Certain Financial
     Instruments with Characteristics of Both Liabilities and Equity," which is
     effective for financial instruments entered into or modified after May 31,
     2003, and otherwise is effective at the beginning of the first interim
     period beginning after June 15, 2003.


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

                          Notes to Financial Statements

                     Years Ended April 30, 2003 and 2002 and
            Period May 27, 1997 (Date of Inception) to April 30, 2003

3.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     SFAS No. 150 establishes standards for how an issuer classifies and
     measures certain financial instruments with characteristics of both
     liabilities and equity. The Company will adopt SFAS No. 150 and does not
     expect it to have a material impact on its consolidated financial
     statements.

4.   EQUIPMENT

Equipment as of April 30, 2003 consists of:

     Vehicle                                                     $     14,625
     Computer  equipment                                                2,475
                                                                 ------------
                                                                       17,100
     Less accumulated depreciation                                      8,264
                                                                 ------------
                                                                 $      8,836
                                                                 ============
5.    RELATED PARTY TRANSACTIONS

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

     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.


6.   LEASES

     The Company rents office space and a warehouse unit on a month-to-month
     basis. The total rent expense for the years ended April 30, 2003 and 2002
     and the period May 27, 1997 (date of inception) to April 30, 2003 were
     $22,700, $15,545, and $44,331, respectively.


7.   INCOME  TAXES

     The Company has a net operating loss carryforward of approximately
     $1,377,000 at April 30, 2003 that expires in 2020 through 2024. This loss
     gives rise to a deferred tax asset at April 30, 2003 as follows:

     Tax  benefit  of  net  operating  loss                      $    551,000
     Less  valuation  allowance                                       551,000
                                                                 ------------
                                                                 $          0
                                                                 ============

     A valuation allowance is required by Financial Accounting Standards Board
     No. 109 if, based on the weight of available evidence, it is more likely
     than not that some portion or all of the deferred tax assets will not be
     realized. The need for the valuation allowance is evaluated periodically by
     management. Based on available evidence, management concluded that a
     valuation allowance of 100 percent as of April 30, 2003 is necessary.

     The deferred tax asset and related valuation allowance increased by
     approximately $128,000 during the year ended April 30, 2003.

8.   COMMON STOCK

     During the year ended April 30, 2003, the Company amended its articles of
     incorporation to increase its authorized capital stock to 5,000,000 shares
     of common stock, no par value per share, from 2,200,000 shares of common
     stock previously authorized.


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

1.   Disagreements with Accountants on Accounting and Financial Disclosure:

          None

2.   Changes in Registrant's Certifying Accountants.

          None


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

ITEM  9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             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: 43 Term as
     officer: 1997 - current Term expiration: Term is continuous until an
     action by the majority shareholders.

     For the past 21 years, Mr. Ricker has been involved in product development,
     strategic planning, and market evaluations for clients in growth
     businesses. He served as Senior Registered Options Principal in the
     Investment Banking industry, developing innovative risk protection
     solutions for clients. Mr. Ricker's involvement with investment banking
     provided insight into the significant long-term potential for opportunities
     related to wind energy and as a result he has been actively researching
     wind energy for more than 10 years.

Education (degrees, schools, and dates)

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

1974  -  1978     Worcester Academy  Liberal Arts Worcester, MA

CONSULTANTS:

     Chief Operating Officer Thomas D. McBride Deerfield Circle Shrewsbury,
     MA01545 Age: 44 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 25 years. In the past three 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. Mr. McBride developed a team oriented
     engineering staff, which helped reverse the declining market share through
     product upgrades and introducing new products. He decreased lead times on
     standard orders to production. Tom obtained several U.S. and foreign
     patents pertaining to special equipment used at Nelmor Company. Mr. McBride
     has the ability and track record for improving manufacturing efficiencies,
     reducing lead-time, analyzing performance, budgeting workloads, and other
     planning capabilities for operating a company.

     Education (degrees, schools, and dates)

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


<PAGE>
     Michael A. Cook,
     Project Finance Manager

     Mr. Cook has over 25 years of experience in the project finance in energy
     industry including 15 year involved with wind energy. Since 2003, he
     consulted and advised several companies related to creative finace
     strategies and more cost effective and efficient ways of operating wind
     energy and other energy related companies. Between 1998 and 2003 , he 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 Manger of Special Risk Property
     and Machinery Department for 10 years at Continental Insurance Company.
     Mike managed a staff, which included professional division managers and 5
     satellite offices. He also served 3 years as an Executive at the Special
     Risk Energy Technical Department of the Energy and Utility Division of
     CIGNA Corporation. Mike was involved in the development of financial
     methods for new projects for several energy companies including Ormat,
     Mission Energy, TOSCO, PG&E, SMUD, Colorado Public Service, LUZ Solar, and
     many wind projects. Mike' method of mitigating risk includes weather risk
     insurance coverage including the lack of good wind. With proper
     documentation generated by project due diligence and local public data,
     financial guarantees of the course of nature is available.


<PAGE>
     Thomas Andrellos,
     Director of Business Planning

     Mr. Andrellos has over 20 years experience in the areas of Materials
     Management. Since 1998, he is 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. Directed the operational
     organization in support of budget objectives, business goals, and customer
     delivery. Managed a cost center budget of over $60 million in inventory
     spending and $100 million in capital equipment purchases. Tom's past
     experience includes being a new product manager, planning and logistics
     manager, plants materials manager, and an inventory-planning supervisor.
     Mr. Andrellos received many awards in the areas of leadership, inventory
     reduction, program management, and employee values.


     Thomas M. Dill,
     Director of Corporate Services

     Mr. Dill has over 25 years of Manufacturing, Industrial Engineering, Real
     Estate, and Facilities management experience. 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.


<PAGE>
     F. Adrian Price,
     Principal mechanical engineer

     Adrian has 18 years of experience in vital areas of wind turbine design
     being the specification, design, and testing of rotating mechanical
     equipment.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: 36 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: 47 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.)


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 contract with Mass Megawatts Compensation paid to
Jonathan Ricker, Chairman and Chief Executive Officer, is in the form of
consulting fees, for the past three years is noted in the table below:


                              2003          2002          2001
     JONATHON RICKER       $12,700       $63,200       $22,900


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

     The following table sets forth information as of April 30, 2003 known to
own beneficially more than 5% of the outstanding Common Stock. Included are
officers or directors who are beneficiary of any shares as individual or a group
regardless of whether they own greater or less than 5% of the outstanding
shares. There were 2,165,332 Shares issued and outstanding as of April 30, 2003.


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

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

Allison Gray
11 Maple Avenue
Shrewsbury, MA 01545                        200                           *

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

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

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


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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, 2003, to assist with its financial obligations. These
advances, in the amount of $88,855 at April 20, 2003, 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
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)   Exhibits  -

          Exhibit 1 - Amended and Restated By-Laws and Articles of Incorporation

     b)   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, 2003:

          February 4, 2003 reporting the Company's special meeting of the
          shareholders, which approved the amendment of the Articles on
          Incorporation to change the company name from "Mass Megawatts Power,
          Inc." to "Mass Megawatts Wind Power, Inc." The shareholders also
          approved amending the Articles of Incorporation to increase the
          authorized shares of common stock from 2,200,000 to 5,000,000.

ITEM  14.      CONTROLS  AND  PROCEDURES

Evaluation of Disclosure Controls and Procedures. The Company has establishedand
maintains disclosure controls and procedures that are designed to ensure that
material information relating to the Company and its subsidiaries required to be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms, and that such information is accumulated and communicated to
the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Within the 90 days prior to the date of this annual report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation of these disclosure controls and procedures, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of the date of such
evaluation.

Changes in Internal Controls. The Chief Executive Officer and Chief Financial
Officer have also concluded that there were no significant changes in the
Company's internal controls or in other factors that could significantly affect
the internal controls subsequent to the date that the Company completed its
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.


<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:    3/10/04                      By:  /s/ Jonathan Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chairman and Chief Executive 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:    3/10/04                      By:  /s/ Jonathan Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chairman and Chief Executive Officer

Dated:    3/10/04                      By:  /s/ Allison Gray
        --------------                     ---------------------------------
                                           Allison Gray
                                           Director


Dated:    3/10/04                      By:  /s/ Jodi A. Vizzo
        --------------                     ---------------------------------
                                           Jodi A. Vizzo
                                           Director



<PAGE>
         CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
         PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Jonathon Ricker, the Chairman and Chief Executive Officer of Mass Megawatts
Wind Power, Inc. (the "Company"), certify that:

1.   I have reviewed this annual report on Form 10-KSB of the Company;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to me by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the Company's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   I have indicated in this annual report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.


Dated:   3/10/04                        /s/ Jonathon Ricker
       ------------                    --------------------------------------
                                       Jonathon Ricker
                                       Chief Executive Officer and
                                       Chief Financial Officer


<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with Mass Megawatts Wind Power, Inc.'s (the Company) Annual
Report on Form 10KSB for the year ended April 30, 2003 ("Report"), the
undersigned certifies that:

     1.   The  Report  fully  complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934,  and

     2.   The  information  contained  in  the  Report  fairly  presents, in all
          material  respects,  the financial condition and results of operations
          of  the  Company


Dated:    3/10/04                      By:  /s/ Jonathan Ricker
        --------------                     ---------------------------------
                                           Jonathan Ricker
                                           Chief Executive Officer and
                                           Chief Financial Officer


<PAGE>