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

                                  FORM  10-KSB/A
                                 AMENDMENT NO. 1

                  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
                    For the fiscal year ended April 30, 2004

                [ ] 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, 2004.

As of April 30, 2004, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $3,272,665, based upon the
closing sales price reported for such date on the OTCBB. The number of shares
held by non-affiliates was 1,190,060. 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, 2004, the number of shares outstanding of the Registrant's
Common Stock, no par value was 2,899,896.

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


<PAGE>
                        MASS MEGAWATTS WIND POWER, INC.


                                    CONTENTS


Part I
------

     Item  1.     Description of Business

     Item  2.     Description of Property

     Item  3.     Legal Proceedings

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


Part II
-------

     Item  5.     Market for the Common Equity and Related Stockholder Matters

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

     Item  7.     Financial Statements

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

     Item  8A.    Controls and Procedures


Part III
--------

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

     Item  10.    Executive Compensation

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

     Item  12.    Certain Relationships and Related Transactions

     Item  13.    Exhibits and Reports on Form 8-K

     Item  14.    Principal Accountant Fees and Services


Signatures



<PAGE>
     Forward  Looking  Statements

     This financial report may contain forward-looking statements , particularly
as related to the business plans of the Company, expectations of strategic
relationships, business opportunities related to wind energy, and the Company's
ability to gain market share, the size of the market, the ability of the Company
to develop new technologies, the ability of the Company to compete effectively
in the marketplace, and the future product opportunities of the Company are
based on current expectations that involve a number of risks and uncertainties.
Actual results may differ materially from the Company's expectations and
estimates.


     Cautionary Statement

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


ITEM 1.     DESCRIPTION OF BUSINESS

(a)  General Development of Business

     Mass Megawatts Wind Power Inc., a Massachusetts Corporation ("Mass
Megawatts" or the "Company") is in the business of producing wind turbines
currently under development 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 currently
under development and plans to sell the electricity to the electric power
exchange. The Company's technology is hopes 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
licensed MultiAxis Turbosystem (MAT) technology (multiple patents granted and
pending) is expected to contribute clean, cost-competitive wind energy as a
major factor in the production of electric power worldwide.


<PAGE>
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 projections 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. The market is new and
subject to uncertainty including price fluctuations.

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


     LICENSING RIGHTS

Pursuant to a Licensing Agreement effective as of June 21, 2000, Mass Megawatts
has been granted an exclusive sublicense to market, within a limited territory,
the MultiAxis Turbosystem (MAT) and associated technology relative to increasing
wind velocity cost effectively with the use of external walls orstructure to
enhance the flow of air velocity for increasing power output. The Multiaxis
Turbosystem has several mechanical and structural innovations in order to reduce
the cost of wind power. There are also better methods of reducing the amount of
material used in order to achieve a desired power output. The MAT is comprised
of certain products and technology covered by several applications for United
States Letters Patent by Mr. Ricker as well as patent grants in the United
States and other countries. The patent rights comprise several innovations
related to methods to increase wind velocity. The limited territory is defined
as: Massachusetts, New York, New Jersey, Pennsylvania, California, Illinois,
Kansas, Michigan, Minnesota, Nebraska, North Dakota, South Dakota, Texas,
Vermont, Washington, and Wisconsin. Pursuant to the sublicensing agreement, Mass
Megawatts must pay a royalty fee to Mr. Ricker based on two percent of the net
sales of Mass Megawatts for the life of the patent of each product being
licensed. The Sublicensor of which Mass megawatts is a sublicensee is Windstorm
International of Putnam, CT who received a license agreement from Jonathan
Ricker, Chairman and Chief Executive Officer of Mass Megawatts. Mr. Ricker is
the owner of the patent rights of the licensed technology to Windstorm
International who sublicenses to Mass Megawatts. Several of the patents have
filed Patent Cooperation Treaty Applications and National Phase patents in many
nations and all major countries. The Patent Cooperation Treaty is the method
used to simplify the intellectual property protection process standardizing the
process with over 150 nations in the world. Since the company is highly
dependent on the intellectual property rights for protection and growing the
business, it is an important part of the potential success of the Company.

     THE PRODUCT

The Company's product is the MultiAxis Turbosystem (MAT). Wind turbines take
advantage of a free, clean, inexhaustible power source to convert wind energy
into electricity. Each MAT consists of a rectangular fabricated steel frame 80
feet high x 80 feet long and 40 feet wide, elevated 50 feet above ground level
for improved wind velocity, and secured to footings at ground level. Each frame,
house 16 shafts 4-tiered stacks, and onto each stack is mounted eight, 4 feet
wide x 18 feet long blades. The generators feed to a power collector panel
which, in turn, connects to the power grid. Each MAT unit is rated at 360 kW
which is large enough to power about 100 homes at locations which have an
average annual wind speed of greater than 16 miles per hour There are enough
locations in the United States with 16 miles per hour average annual wind
velocity to power twenty percent of the nation's energy supply according to the
United State's Department of Energy.

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


<PAGE>
The MAT reduces blade cost by using a geometrically simple, smaller blade which
addresses problems associated with vertical axis turbines. Vertical axis
turbines suffer from severe structural stress problems caused by the forces of
lift which push the blades back and forth causing heavy cyclical loads. As
vertical turbines rotate, wind contacts them first from the left side, then from
the right. This constant repetitive motion causes fatigue. The popular
propeller, or horizontal version, also has horizontal lift stresses, although at
a reduced level since the lift forces are not constantly reversing. MAT's small
blade units eliminate the structural fatigue of longer, heavier blades. The need
to accurately balance the lightweight blades are less critical. In other words,
blades of less than 3 feet in diameter can survive a hurricane unlike the larger
blades. It also enables MAT to more efficiently gather the mechanical power of
the wind and transfers it to the generators for the production of electrical
power. The higher speed of rotation of the smaller blades also allow the use of
smaller and less expensive gearboxes in order to increase the rotation of the
mechanical forces to power the generators cost effectively. This innovation also
allows other critical parts of the wind turbine to be repositioned, thus
reducing the structural complexity and cost of construction. For example, the
heavy generator and shaft speed increasing device can now be placed at ground
level, rather than mounted atop the tower. In conventional wind turbine design,
the shaft speed increasing device is typically a heavy gearbox which must be
sufficiently rugged to withstand the vibrations of the tower caused by the large
blades. The combination of vibrations and yaw (the action of turning the turbine
into the wind), causes structural stress.

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

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

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

     BRIEF TECHNICAL OVERVIEW OF PRODUCT ADVANTAGES

Traditionally, wind turbines were supported by a single tower and in many cases
with guy wires that lead to a multitude of vibration and frequency related
problems. The blades of vertical axis turbines were large and therefore limited
in 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.





<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 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.

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.

     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.


<PAGE>

Mass Megawatts chooses to seek new horizons beyond current perception and
knowledge by developing new technologies that will significantly reduce wind
energy costs. As a result, the Company products can be seen as participants in
several different industries.

     The Conventional Independent Power Producers (IPP)
     --------------------------------------------------
The impact of deregulation of the electric utilities is expected to present
opportunities for wind-related IPP's according to the Massachusetts Technology
Collaborative. With current cost of wind power in limited high wind locations at
4.5 per kWh, the cost of large scale investment in wind energy is the same to
the consumer as it would be for more conventional energy sources. In other
words, combined gas turbines, modern coal technologies, and wind power in
limited locations can all earn enough sufficient to encourage investment if and
when the retail sale of the electricity produced is 4.5 per kWh.

     The End of Line Industry
     ------------------------
     Modular sources of power generation at the end of a utility's distribution
lines include small wind turbines, diesel generators, and photovoltaics. In
growing communities, it is more cost effective to add small power-generating
facilities such as wind turbines than to construct expensive new transmission
capacity. In many regions, utilities are required to provide electric service
and as a result, they are likely to pay a premium for electricity rather than
incur the higher cost of constructing new power lines and substations for
transport. In these areas, the price per kWh sold is several times higher than
the normal selling price.

     The Green Industry
     ------------------
In the new era of electric utility restructuring wherein consumers can choose
their electricity sources, some are choosing green energy produced from clean
and 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.


<PAGE>
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.

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

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

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

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

     DISTRIBUTION  PATTERNS

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

     Energy COMPETITORS not within the wind energy sector

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

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, 2004 or 2003.

     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, 2004 and 2003 amounted to $647,974 and $78,047, respectively. All of these
costs are borne by the Company.


<PAGE>
ITEM  2.     DESCRIPTION OF PROPERTY

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

The new prototype being constructed is located in Blandford, Massachusetts. It
is a pre-commercial prototype which is designed for selecting 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 year ended
April 30, 2004.


<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,
2004 and April 30, 2003, the high and low per share bid prices of the Company's
Common Stock as reported by the OTCBB.

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

                           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

During the year ended April 30, 2004, there was no modification of any
instruments defining the rights of holders of the Company's common stock and no
limitation or qualification of the rights evidenced by the Company's common
stock as a result of the issuance of any other class of securities or the
modification thereof.

During the year ended April 30, 2004, the Company issued the following shares of
stock:


<TABLE>
<CAPTION>
                                                              Shares    Amount      Service
                                                              -------  --------     -------
<S>                                                           <C>      <C>       <C>
Common stock for services at $0.80 per share (May 2003)        64,000  $ 51,200  Research & development
Common stock for services at $0.80 per share (June 2003)       42,000  $ 33,600  Research & development
Common stock for services at $1.20 per share (June 2003)       15,000  $ 18,000  Research & development
Common stock for services at $1.50 per share (July 2003)       28,000  $ 42,000  Research & development
Common stock for cash at $1.00 per share (July 2003)          168,000  $168,000  eleven shareholders
Common stock for services at $3.00 per share (October 2003)    27,500  $ 82,500  Site development
Common stock for cash at $1.50 per share (October 2003)       201,635  $302,452  fourteen shareholders
Common stock for services at $3.50 per share (November 2003)   35,000  $122,500  Site development
Common stock for cash at $1.50 per share (December 2003)       50,370  $ 75,200  four shareholders
Common stock for services at $3.50 per share (December 2003)   21,500  $ 75,250  Site development
Common stock for services at $3.40 per share (December 2003)    1,600  $  5,440  Site development
Common stock for services at $2.75 per share (April 2004)       8,500  $ 23,375  Research & development
Common stock for cash at $1.50 per share (April 2004)          10,000  $ 15,000  three shareholders
</TABLE>

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

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

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


<PAGE>
The company may sell its securities to an unlimited number of "accredited
investors" and up to 35 other purchases under Regulation 506 D with no
advertising or general solicitation. Unlike Rule 505, all non-accredited
investors, either alone or with a purchaser representative, must be
sophisticated-that is, they must have sufficient knowledge and experience in
financial and business matters to make them capable of evaluating the merits and
risks of the prospective investment;

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

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

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

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

     Dividend Policy
     ---------------

The Company does not have any earning and anticipate that it will not 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, 2004, there were approximately 283 shareholders of Common Stock.
As of April 30, 2004, there were 2,899,896 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.


ITEM  6.   MANAGEMENT  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

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

Mass Megawatts Wind Power, Inc. (the "Company") cautions readers that in
addition to important factors described elsewhere, the following important
facts, among others, sometimes have affected, and in the future could affect,
the Company's actual results, and could cause the Company's actual results
during 2004 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 raised
funds recently. Specifically, the Company raised capital with a private
placement memorandum under Regulation D, Rule 506, selling shares of its common
stock to raise $300,000. The Company has dedicated approximately $200,000 of
this money to be used to develop a prototype to be utilized for manufacturing.
The Company 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.


<PAGE>
The Company believes that it has sufficient funds to fund its operations for a
minimum of 12 months following April 30, 2004. Although no assurance can be
given, the Company is in the process of filing Form SB-2 with the Securities and
Exchange Commission to assist in raising additional funds 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 year ended April 30, 2004 and the period May
27, 1999 (date of inception) to April 30, 2004. The losses are related mostly to
the professional fees and development of a prototype, including engineering
work. Other costs include development of site locations for future projects, as
well as administrative expenses.

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

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.

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 50kW rated Multiaxis
Turbosystem for third party verification of the technology. We have tentatively
chosen 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.


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

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

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

Over the 6 months, Mass Megawatts has continued to refine the engineering
details and construction processes required for commercial production of the
Muti-Axis turbosystem (MAT). These advances are currently being applied in the
construction of a new 20kW MAT prototype in Blandford Massachusetts. Plans are
also underway, in cooperation with Underwriters Laboratory, to construct a 50kW
MAT in Wyoming. The MAT technology, including construction processes and
operational results, will be evaluated by Underwriter's Laboratory. This
independent, third party verification is anticipated to accelerate worldwide
awareness and acceptance of the MAT technology. In addition, Mass Megawatts has
created valuable financial analysis materials to allow our potential customer
base to identify effective financing methods. This will facilitate the sale of
MAT units going forward. As of today, there have been no sales of the MAT units.

In the third quarter of fiscal year ended April 30, 2004, with approval from the
town of Blandford Massachusetts, a foundation hole was dug in preparation for
the construction of a 20kW commercial prototype MAT unit. Construction of this
prototype was begun during the fourth quarter of fiscal year ended April 30,
2004 with the pouring of the foundation and subsequent construction to complete
the MAT unit in Blandford within the fiscal year ended April 30, 2005. (See
pictures on website www.massmegawatts.com.). This project will incorporate
information and improvements gleaned from nearly three years of the fully
functional operation of the Charlton 5 kW prototype. The new model will house
extensive testing equipment to further the study and development for commercial
operation and sales.

The Company is also planning a Wyoming/Underwriter's Lab testing project, which
will include the construction of a 50kW MAT unit in a high wind (class 6) site.
This will house additional testing equipment for the purpose of having
Underwriter's Laboratory (UL) complete third party certification of the MAT
technology.

EMPLOYEES

As of April 30, 2004, the Company had no full time employees. However, Jonathan
Ricker is a executive officer 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. None of the Company's employees are covered by a collective
bargaining agreement and 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 power exchanges. The Company plans to try to avoid
difficulties of evaluating wind resources, obtaining sites, financing, and
locating potential purchasers of power plants by redeveloping abandoned or
obsolete wind farms. Our strategy places turbines in high wind areas where the
purchase contracts from utilities for wind energy are already available. We have
identified large users of electric power in high wind locations. Also, we had
initial meetings with the local planning boards of the communities with the
proposed sites and decision makers who purchase the electricity. We also plan to
have strategic alliances with developers of proposed sites and construction
companies as Mass Megawatts grows rapidly.

Also, a groundswell across the nation for Green Power/renewable energy has
prompted state and federal legislatures to offer tremendous tax credits and
incentives. Capitalizing on this trend, Mass Megawatts Wind Power, Inc. is
preparing a MAT sales presentation during the fiscal year ended April 30, 2005,
for high tax bracket individuals and corporations. For those qualifying, the
financial risk of purchasing a MAT unit is minimized by the tax advantages.
(Details may be found on our website under "New Developments -- Tax Package".)
Revenue generated from these initial sales will accelerate internal growth and
promote additional sales opportunities.


<PAGE>
DISTRIBUTION

Although little marketing is required for profitable trades on the power
exchanges, the Company will, at some time in the future, seek a higher price for
each kilowatt/hour sold. When the Company pursues this effort, sales and service
activities are planned to be handled through strategic alliances with new and
emerging electric power brokers, which have formed as a result of deregulation
in the retail sale of electricity. Power brokers buy blocks of electricity in
megawatt/hour units. For example, a power broker would enter into a contract to
purchase 10,000 megawatts/hours of electricity for $400,000 over a period of one
year and provide a five percent non-refundable deposit on each block of
electricity reserved for future purchases. Such brokers include All Energy,
Green Mountain Resources, and Energy Vision. Another marketing resource for the
Company's product is Electricity Choice, which helps negotiate consumer electric
sales. The Company plans to aggressively promote its products to brokers,
focusing on cost savings and environmental benefits. It plans to also solicit
bids from power brokers, most of whom are registered in the states in which they
do business. Compensation to brokers is straightforward and is typically
calculated as a percentage of power sales.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company reviews its estimates, including but
not limited to, recoverability of long-lived assets, recoverability of prepaid
expenses and deposits on a regular basis and makes adjustments based on
historical experiences and existing and expected future conditions. These
evaluations are performed and adjustments are made as information is available.
Management believes that these estimates are reasonable; however, actual results
could differ from these estimates.

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

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

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

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

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

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

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

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." This interpretation of Accounting
Research Bulletin 51, "Consolidated Financial Statements," addresses
consolidation by business enterprises of variable interest entities in which an
enterprise absorbs a majority of the entity's expected losses, receives a
majority of the entity's expected residual returns, or both, as a result of
ownership, contractual or other financial interests in the entity. The
interpretation requires that if a business enterprise has a controlling
financial interest in a variable interest entity, the assets, liabilities, and
results of the activities of the variable interest entity must be included in
the consolidated financial statements with those of the business enterprise. The
Company does not have any variable interest entities whose financial results are
not included in the consolidated financial statement.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003 and pre-existing instruments as of the beginning of the first
interim period that commences after June 15, 2003, except for mandatorily
redeemable financial instruments. Mandatorily redeemable financial instruments
are subject to the provisions of this statement beginning on January 1, 2004. We
have not entered into or modified any financial instruments subsequent to May
31, 2003 effected by this statement. We do not expect the adoption of this
statement will have a material impact on our financial condition or results of
operations.

ITEM  7.     FINANCIAL STATEMENTS


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

                              Financial Statements

                    Years Ended April 30, 2004 and 2003 and
            Period May 27, 1997 (Date of Inception) to April 30, 2004



<PAGE>
                                    CONTENTS
                                    --------


Financial Statements:

Report of Independent Registered Public Accounting Firm on Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

  Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . 3
  Statements of Changes in Stockholders' Deficit . . . . . . . . . . . . . 4-8
  Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 9
  Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . 10-13



<PAGE>
            Report of Independent Registered Public Accounting Firm



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, 2004 and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the years ended April 30, 2004 and 2003 and the period May 27, 1997 (date of
inception) to April 30, 2004. These financial statements are the responsibility
of the management of Mass Megawatts Wind Power, Inc. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). These standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
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, 2004 and the results of its
operations and its cash flows for the years ended April 30, 2004 and 2003 and
the period May 27, 1997 (date of inception) to April 30, 2004 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming Mass Megawatts
Wind Power, Inc. (a development stage enterprise) will continue as a going
concern. 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
June 25, 2004



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

                                  Balance Sheet

                                 April 30, 2004


ASSETS
Current assets:
  Cash                                                              $    18,504
  Prepaid expenses and deposits                                           6,913
                                                                    ------------
Total current assets                                                     25,417

Equipment, net of accumulated depreciation                               12,653
                                                                    ------------


                                                                    $    38,070
                                                                    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                                           $    14,750
  Due to stockholder                                                     22,519
                                                                    ------------
Total current liabilities                                                37,269

Stockholders' equity:
  Common stock; no par value; 5,000,000 shares authorized;
    2,899,896 shares issued and outstanding                           2,271,788
  Deficit accumulated during development stage                       (2,270,987)
                                                                    ------------
Total stockholders' equity                                                  801
                                                                    ------------


                                                                    $    38,070
                                                                    ============


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


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

                            Statements of Operations


                                                             May 27,
                                                           1997 (Date
                                   Year Ended April 30,   of Inception)
                                ------------------------  to April 30,
                                   2004        2003            2004
                                -----------  -----------  ------------
Revenues:
  Other income                  $      428   $       22   $     3,704
                                -----------  -----------  ------------

Expenses:
  Operating costs and expenses     890,429      317,114     2,262,884
  Depreciation                       3,543        3,421        11,807
                                -----------  -----------  ------------
                                   893,972      320,535     2,274,691
                                -----------  -----------  ------------


Net loss                        $ (893,544)  $ (320,513)  $(2,270,987)
                                ===========  ===========  ============


Net loss per share              $     (.34)  $     (.15)  $     (1.12)
                                ===========  ===========  ============


Weighted average number of
  common shares                  2,659,200    2,186,812     2,023,976
                                ===========  ===========  ============


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

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

                 Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2004


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

Balance, May 27, 1997                  0   $     0   $          0   $    0

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

                 Statements of Changes in Stockholders' Deficit

        For the Period May 27, 1997 (Date of Inception) to April 30, 2004


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

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

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

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

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

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

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

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

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

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

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

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

Issuance of common stock at
  $5.00 per share for cash
  (December 2001)                   38,690  193,450                 193,450

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

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

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

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

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


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, 2004


                                                          Deficit
                                                         Accumulated
                                     Common Stock          During
                                 ---------------------   Development
                                  Shares      Amount        Stage        Total
                                 ---------  ----------  -------------  ----------
<S>                              <C>        <C>         <C>            <C>
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
</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, 2004


                                                            Deficit
                                                           Accumulated
                                      Common Stock           During
                                  ----------------------   Development
                                   Shares      Amount         Stage        Total
                                  ---------  -----------  -------------  ----------
<S>                               <C>        <C>          <C>            <C>
Issuance of common stock for
  public relation at potential
  development site services
  at $1.25 per share
  (February 2003)                    13,650      17,062                     17,062

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

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

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

Net loss for the year                                         (320,513)   (320,513)
                                  ---------  -----------  -------------  ----------
Balance, April 30, 2003           2,226,791  $1,257,271   $ (1,377,443)  $(120,172)
                                  =========  ===========  =============  ==========
Issuance of common stock for
  prototype development
  services at $.80 per share
  (May 2003)                         64,000      51,200                     51,200

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

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

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

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

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

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

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


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  Changes  in  Stockholders'  Deficit

        For  the  Period  May  27,  1997  (Date  of Inception) to April 30, 2004


                                                              Deficit
                                                            Accumulated
                                        Common Stock          During
                                   ----------------------   Development
                                     Shares      Amount        Stage        Total
                                    ---------  ----------  -------------  ----------
<S>                                 <C>        <C>         <C>            <C>
Issuance of common stock for
   cash at $1.50 per share
   (December 2003)                     50,370      75,200                    75,200

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

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

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

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

Net loss for the year                                          (893,544)   (893,544)
                                    ---------  ----------  -------------  ----------
Balance, April 30, 2004             2,899,896  $2,271,788  $ (2,270,987)  $     801
                                    =========  ==========  =============  ==========
</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.       8


<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,
                                                2004        2003         2004
                                             ----------  ----------  ------------
<S>                                          <C>         <C>         <C>
OPERATING ACTIVITIES
  Net loss                                   $(893,544)  $(320,513)  $(2,270,987)
                                             ----------  ----------  ------------
  Adjustments to reconcile net loss to net
    cash used by operating activities:
      Issuance of common stock in exchange
        for services and operating expenses    453,865      93,443       795,489
      Depreciation                               3,543       3,421        11,807
      (Increase) decrease in prepaid
        expenses and deposits                   (6,913)      1,500        (6,913)
      (Decrease) increase in
        accounts payable                       (30,036)     53,137        51,746
                                             ----------  ----------  ------------
  Total adjustments                            420,459     151,501       852,129
                                             ----------  ----------  ------------
  Net cash used by operating activities       (473,085)   (169,012)   (1,418,858)
                                             ----------  ----------  ------------
INVESTING ACTIVITIES
  Acquisition of property and equipment         (7,360)                   (7,360)
                                             ----------  ----------  ------------
  Net cash used by investing activities         (7,360)                   (7,360)
                                             ----------  ----------  ------------
FINANCING ACTIVITIES
  Proceeds from issuance of common stock       560,651      37,157     1,422,203
  (Decrease) increase in due to stockholders   (66,335)     88,855        22,519
                                             ----------  ----------  ------------
  Net cash provided by financing activities    494,316     126,012     1,444,722
                                             ----------  ----------  ------------
NET INCREASE (DECREASE) IN CASH                 13,871     (43,000)       18,504

CASH AT BEGINNING OF YEAR                        4,633      47,633
                                             ----------  ----------  ------------

CASH AT END OF YEAR                          $  18,504   $   4,633   $    18,504
                                             ==========  ==========  ============
</TABLE>

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.


The accompanying notes are an integral part of the financial statements.       9


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

                          Notes to Financial Statements

                    Years Ended April 30, 2004 and 2003 and
            Period May 27, 1997 (Date of Inception) to April 30, 2004


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
     $2,271,000  at  April  30,  2004 and negative cash flows from operations of
     approximately  $473,000  for the year ended April 30, 2004. In addition, at
     April  30,  2004, the Company had negative working capital of approximately
     $12,000.  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.

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

     In  accordance  with  Statement of Financial Accounting Standards Board No.
     144  (SFAS  No.  144),  "Accounting  for  the  Impairment  or  Disposal  of
     Long-Lived  Assets"  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, 2004 and 2003 and the
     period  May 27, 1997 (date of inception) to April 30, 2004, the Company did
     not  experience  any  impairment  of  assets.

     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.


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

                          Notes to Financial Statements

                    Years Ended April 30, 2004 and 2003 and
            Period May 27, 1997 (Date of Inception) to April 30, 2004

3.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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, 2004 and
     2003 and the period May 27, 1997 (date of inception) to April 30, 2004 were
     $7,369,  $31,044, and $225,241, 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, 2004 and 2003 and the period May 27, 1997 (date of inception) to
     April  30,  2004 amounted to $647,974, $78,047, and $972,068, 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.

     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 adopted
     SFAS  No.  150  and  it did not have an impact on its financial statements.

     In  January  2003,  the  FASB  issued  Interpretation  No.  46  ("FIN 46"),
     "Consolidation  of  Variable  Interest  Entities."  This  interpretation of
     Accounting  Research  Bulletin  51,  "Consolidated  Financial  Statements,"
     addresses  consolidation  by  business  enterprises  of  variable  interest
     entities in which an enterprise absorbs a majority of the entity's expected
     losses,  receives  a majority of the entity's expected residual returns, or
     both, as a result of ownership, contractual or other financial interests in
     the entity. The interpretation requires that if a business enterprise has a
     controlling  financial  interest in a variable interest entity, the assets,
     liabilities,  and results of the activities of the variable interest entity
     must be included in the consolidated financial statements with those of the
     business  enterprise.  The  Company  does  not  have  any variable interest
     entities  whose  financial  results  are  not  included  in  the  financial
     statement.


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

                          Notes to Financial Statements

                    Years Ended April 30, 2004 and 2003 and
            Period May 27, 1997 (Date of Inception) to April 30, 2004

4.   EQUIPMENT

     Equipment as of April 30, 2004 consists of:

     Vehicle                                                     $     14,625
     Computer equipment                                                 2,475
     Test equipment                                                     7,360
                                                                 ------------
                                                                       24,460
     Less accumulated depreciation                                     11,807
                                                                 ------------
                                                                 $     12,653
                                                                 ============

5.   STOCK COMPENSATION EXPENSE

     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  years ended April 30, 2004, and 2003 and the period May 27, 1997 (date
     of  inception)  to  April 30, 2004 the Company issued $453,865, $93,443 and
     $795,489  worth  of stock for services rendered, respectively. These shares
     were  valued  at  the  fair  value  of  the  underlying  stock.

6.   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.

7.   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, 2004 and 2003
     and  the  period  May  27,  1997 (date of inception) to April 30, 2004 were
     $9,651,  $22,700,  and  $53,982,  respectively.

8.   INCOME TAXES

     The  Company  has  a  net  operating  loss  carryforward  of  approximately
     $2,275,000  at  April 30, 2004 that expires in 2020 through 2025. This loss
     gives  rise  to  a  deferred  tax  asset  at  April  30,  2004  as follows:

     Tax benefit of net operating loss                       $    910,000
     Less valuation allowance                                     910,000
                                                             ------------
                                                             $          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, 2004 is necessary.


                                                                              12
<PAGE>
                        Mass Megawatts Wind Power, Inc.
                        (A Development Stage Enterprise)

                          Notes to Financial Statements

                    Years Ended April 30, 2004 and 2003 and
            Period May 27, 1997 (Date of Inception) to April 30, 2004

8.   INCOME  TAXES  (CONTINUED)

     The  deferred  tax  asset  and  related  valuation  allowance  increased by
     approximately  $359,000  during  the  year  ended  April  30,  2004.



                                                                              13
<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
          ACCOUNTING  AND  FINANCIAL  DISCLOSURES

1.   Disagreements  with  Accountants  on  Accounting  and Financial Disclosure:

          None

2.   Changes in Registrant's Certifying Accountants.

          None

ITEM  8A.  CONTROLS AND PROCEDURES

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

Under  the  supervision  and with the participation of our Management, including
our principal executive officer and principal financial officer, we conducted an
evaluation  of  the effectiveness of the design and operations of our disclosure
controls  and  procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of April 30, 2004. Based on this evaluation,
our  principal  executive officer and principal financial officer concluded that
our  disclosure  controls  and  procedures were effective such that the material
information  required  to  be included in our Securities and Exchange Commission
("SEC")  reports is recorded, processed, summarized and reported within the time
periods  specified in SEC rules and forms relating to Mass Megawatts Wind Power,
Inc.,  and  was made known to them by others within those entities, particularly
during  the  period  when  this  report  was  being  prepared.

     b    Changes in internal controls over financial reporting.
          -----------------------------------------------------

In  addition,  there  were  no  significant changes in our internal control over
financial  reporting  that  could significantly affect these controls during the
year  ended April 30, 2004. We have not identified any significant deficiency or
materials  weaknesses  in  our  internal  controls,  and therefore there were no
corrective  actions  taken.

Certification by each Director and executive officer has been executed.



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

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

EXECUTIVE OFFICER:

     Chairman,  Chief  Executive  Officer  and  Chief Financial Officer Jonathan
     Ricker  11  Maple  Avenue  Shrewsbury,  MA  01545  Age:  44  Term  as
     officer:  1997  -  current;  Term  expiration:  Term is continuous until an
     action  by  the  majority  shareholders.

     For the past 22 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:  45 Term as officer: 1997 - current; Term expiration: Term is
     continuous  until  an  action  by  the  majority  shareholders.

     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

     Michael  A.  Cook,
     Project  Finance  Manager

     Mr. Cook, age 49, 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 finance
     strategies and more cost effective and efficient ways of operating wind
     energy and other energy related companies. Between 1998 and 2003, he was
     President of Trade Winds Inc., a Finance and Insurance Consulting Company.
     He faced the challenges of renewable Technologies being experimental and
     lacking sufficient historical long life data of traditional energy
     projects. His first wind energy finance package was underwritten by
     Continental Insurance Company in 1984. Mike has been developing structured
     financial risk mitigation programs that gives added assurance of debt
     repayment to project lenders involved in new energy technology like wind
     energy. Mr. Cook gained his experience in new project finance when he was
     the Pacific Regional Manager of Special Risk Property and Machinery
     Department for 10 years at Continental Insurance Company. Mike managed a
     staff, which included professional division managers and 5 satellite
     offices. He also served 3 years as an Executive at the Special Risk Energy
     Technical Department of the Energy and Utility Division of CIGNA
     Corporation. Mike was involved in the development of financial methods for
     new projects for several energy companies including Ormat, Mission Energy,
     TOSCO, PG&E, SMUD, Colorado Public Service, LUZ Solar, and many wind
     projects. Mike' method of mitigating risk includes weather risk insurance
     coverage including the lack of good wind. With proper documentation
     generated by project due diligence and local public data, financial
     guarantees of the course of nature is available.


     Thomas  Andrellos,
     Director  of  Business  Planning

     Mr. Andrellos, age 39, has over 20 years experience in the areas of
     Materials Management. Since 1998, he has been a consultant for most high
     tech companies. Purchasing, and Business Planning. Tom has lead the
     start-up efforts of a high volume process intensive manufacturing division
     that expanded into multiple sites in the United States and Far East. He has
     directed the operational organization in support of budget objectives,
     business goals, and customer delivery. He has also managed a cost center
     budget of over $60 million in inventory spending and $100 million in
     capital equipment purchases. Tom's past experience includes being a new
     product manager, planning and logistics manager, plant materials manager
     and an inventory-planning supervisor. Mr. Andrellos received many awards in
     the areas of leadership, inventory reduction, program management and
     employee values.


     Thomas  M.  Dill,
     Director  of  Corporate  Services

     Mr. Dill, age 44, has over 25 years of Manufacturing, Industrial
     Engineering, Real Estate, and Facilities management experience. Since the
     Year 2000, he was a consultant for primarily European Companies In the late
     1990s Tom was the Director of Real Estate and Facilities for MKE-Quantum
     Corporation responsible for three facilities operations with two sites in
     the United States and Indonesia. Prior to MKQC Mr. Dill spent nine years as
     Director of Real Estate and Corporate Planning for two high tech companies.
     From 1975-1990, he worked as an industrial engineering manager in the
     semiconductor industry and printed circuit boards. Hid project management
     responsibilities included the construction of a $20 million class 1, clean
     room facility for semiconductor manufacturing, a $35 million office
     building expansion and a $6 million loading dock and chemical storage
     facility. Tom is a licensed Real Estate Broker and Massachusetts
     Construction Supervisor. In 1982, Tom received his B.S. in Business
     Administration from Boston University.

     F.  Adrian  Price,
     Principal  mechanical  engineer

     Adrian, age 52, 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, age 36, 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: 37 Term as officer: 1997 - current; Term expiration: Term is
     continuous until an action by the majority shareholders.

     Alison  Gray
     Ms. Gray, age 47,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.)

AUDIT COMMITTEE

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

ITEM 10.     EXECUTIVE COMPENSATION

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

                              2004          2003          2002
     JONATHAN RICKER       $44,500       $12,700       $63,200


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

     The  following  table  sets forth information as of April 30, 2004 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 2,899,896 shares issued and outstanding as of April 30, 2004.


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, Jonathan Ricker, has several made advances based on a
revolving  line  of  credit  to  the Company, during fiscal year ended April 30,
2004, to assist with its financial obligations. These advances, in the amount of
$22,519  at  April  20,  2004,  are  non-interest  bearing, unsecured and due on
demand.  The  terms  of  the  loans  are more favorable than loans that could be
obtained  elsewhere.

     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)   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,  2004:

          January  29,  2004 reporting the Company's issuance of a press release
          announcing  certain  financial  results  for the fiscal quarters ended
          July  31,  2003  and October 31, 2003 and for the year ended April 30,
          2003.

          March  10,  2004  reporting  the Company's issuance of a press release
          announcing  certain  financial  results  for  the fiscal quarter ended
          January  31,  2004.

          March  12,  2004  reporting  the Company's issuance of a press release
          announcing  certain  financial  results  for  the fiscal quarter ended
          January  31, 2004 and confirmed that the amendments filed for the Form
          10KSB/A and the 10QSB/A's did not contain any changes to the financial
          losses.

     B)   Exhibits  -

          14      Code of Conduct/Ethics

          31      Certification of the Chief Financial Officer
                  Dated June 30, 2004

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

          33      Line  of  Credit  to  Mass  Megawatts

          34      License Agreement with Windstorm International was filed as an
                  exhibit to  the  Commission on August 24,2001 and incorporated
                  herein  by  reference.



ITEM 14.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES

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

During  2004  and  2003,  we  were  billed  by our accountants, Pender Newkirk &
Company,  approximately $33,394 and $40,760 for audit and review fees associated
with  our  10-KSB  and  10-QSB  filings.

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

None

Tax Fees
--------

None

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

None

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

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


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

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

                                         MASS MEGAWATTS WIND POWER,  INC.


Dated:    6/30/04                        By:  /s/  Jonathan  Ricker
        --------------                        ----------------------------------
                                              Jonathan  Ricker
                                              Chairman, Chief Executive Officer,
                                              Chief Financial Officer and
                                              Principal Accounting Officer



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

Dated:    6/30/04                        By:  /s/  Jonathan  Ricker
        --------------                        ----------------------------------
                                              Jonathan  Ricker
                                              Chairman, Chief Executive Officer,
                                              Chief Financial Officer and
                                              Principal Accounting Officer

Dated:    6/30/04                        By:  /s/  Allison  Gray
        --------------                        ----------------------------------
                                              Allison  Gray
                                              Director


Dated:    6/30/04                        By:  /s/  Jodi  A.  Vizzo
        --------------                        ----------------------------------
                                              Jodi  A.  Vizzo
                                              Director


<PAGE>