SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 1 to
                                     FORM 8-K
                                  CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): July 18,2001
                                                            ------------

                           Mass Megawatts Power, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                  Massachusetts
                                  -------------
                 (State or other jurisdiction of Incorporation)

                                   04-3402789
                                   ----------
                        (IRS Employer Identification No.)

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

                                     01545
                                    --------
                                   (Zip Code)
        Registrant's telephone number, including area code (508) 751-5432

Item  1.  Changes  in  Control  of  Registrant.

          Not  Applicable

Item  2.  Acquisition  or  Disposition  of  Assets.

          Not  Applicable

Item  3.  Bankruptcy  or  Receivership.

          Not  Applicable

Item  4.  Changes  in  Registrant's  Certifying  Accountants.

(a)  On  July  16  2001,  the  Registrant engaged the accounting firm of Pender,
Newkirk  and  Company,  CPAs as independent accountants for the year ended April
30, 2001 to replace O'Connor, Maloney, and Company, P.C, a highly respected CPA
firm  in  Central  Massachusetts,  effective  with  such  appointment. O'Connor,
Maloney,  and  Company,  P.C,  an accounting firm with an untarnished image and
good  reputation,  was  replaced  for  no  other  reason than to comply with the



independence  issue  related  to  requiring  an  independent  audit  for the 10K
Securities  and  Exchange Commission filing. The Registrant's Board of Directors
approved  the  selection of Pender, Newkirk, P.C. as new independent accountants
upon  the  recommendation  of  the  Registrant's  management. Management has not
consulted  with Pender, Newkirk, and Company CPAs on any accounting, auditing or
reporting  matter.

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

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

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

Item  5.  Other  Events.

          Not  Applicable

Item  6.  Resignation  of  Registrant's  Directors.

          Not  Applicable

Item  7.  Financial  Statements  and  Exhibits.

          (a)  Financial  Statements  of  Business  Acquired.

               Not  Applicable

          (b)  Pro  Forma  Financial  Information.

               Not  Applicable

          (c)  Exhibits

     Exhibit Number          Exhibit  Description
     --------------          --------------------

     16.1                    Letter  from  O'Connor,  Maloney,  and Company P.C.
                             dated July 26, 2001  agreeing  with  the statements
                             contained  in  this  Form  8-K.


Item  8.  Change  in  Fiscal  Year
 .
          Not  Applicable

Item  9.  Sale  of  Equity  Securities  Pursuant  to  Regulation  S.

          Not  Applicable

SIGNATURES Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  registrant  had  duly  caused this report to be signed on its behalf by the
undersigned,  hereunto  duly  authorized.

                                     Mass  Megawatts  Power  ,  Inc
                                     ----------------------------------

Dated: July  18,  2001               Jonathan  C.  Ricker
      ------------------             ----------------------------------
                                     Jonathan C. Ricker, President and Treasurer