UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

~~February~~May 117, 2024

Date of report (date of earliest event reported)

Mastermind, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

Commission File No. 000-26533

82-3807447

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2221 Peachtree Rd. NE, STE D-134, Atlanta, Georgia		30309
2221 Peachtree Rd. NE, Suite D-134, Atlanta, GA		30309
(Address of Principal Executive Offices)		(Zip Code)

(678) 420-4000

(Registrant’s Telephone Number)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~February~~May 1__, 2024, the board of directors of the registrant Mastermind, Inc. ~~adopted~~amended anand ~~amendment~~restated toits ~~the registrant’s~~ bylaws,. ~~effective~~The asBoard ofdoes ~~December~~not ~~31,~~believe ~~2023, to provide~~ that the ~~registrant’s~~amendments ~~fiscal~~therein ~~year-end~~constitute bematerial ~~changed~~changes ~~from September 30~~ to ~~December 31. The registrant intends to file a transition report under Rule 15d-10 for~~ the ~~transition~~unamended ~~period, which will be the three months ended December 31, 2023~~bylaws.

2Item 9.01. Financial Statements and Exhibits

~~SIGNATURES~~The following are filed as part of this Form 8-K:

~~Pursuant to the requirements of Section 13 or 15~~(d) ~~of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Exhibits

	Mastermind, Inc.
Exhibit					Filed or Furnished
Dated: February 1, 2024	By:	/s/ Danial A. Dodson
Number		Exhibit Description	Form	Exhibit	Filing Date	Herewith
		Danial A. Dodson
3.1		Amended and Restated Bylaws				X
		Chief Executive Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)				X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 17, 2024	Mastermind, Inc.

	By:	/s/ Daniel A. Dodson
		Daniel A. Dodson
		Chief Executive Officer

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