UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): ~~March~~May 273, 2024

Mass Megawatts Wind Power Inc.

(Exact name of registrant as specified in its charter)

Massachusetts

000-32465

04-3402789

(State of

Incorporation)

(Commission

File Number)

( IRS Employer

Identification Number)

119 Boston Turnpike Ste. #290 Shrewsbury, MA 01545

(Address of principal executive offices) (Zip Code)

(508) 942-3531

(Registrant’s telephone number, including area code)

~~NOT APPLICABLE~~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:

	☐	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
Common Stock, no par value		MMMW

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 4.0301 ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant’s ~~Year~~Certifying Accountant.

~~The President~~BF ofBorgers ~~the~~CPA ~~Company~~PC, ~~noticed~~ the ~~Stockholders to vote for approval or not approve an amendment to the articles of organization. The~~principal ~~item~~accountant ~~voted~~engaged ~~related to the proposal to approve an amendment to our Restated Certificate of Incorporation,~~ as ~~amended, to effect a reverse stock split of our Common Stock at a reverse stock split ratio ranging from 1:2 to 1:100, and to authorize~~ the ~~Company’s~~auditor ~~board~~ of ~~directors~~Mass toMegawatts ~~determine~~Wind ~~the timing of the amendment at its discretion at any time~~Power, ifInc. at all, but in any case prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company’s stockholders at the Special Meeting and the specific ratio of the reverse stock split (the “~~Reverse Stock Split Proposal~~Corporation”)., ~~This action~~ was ~~taken~~dismissed infrom ~~accordance~~its ~~with the requirements of state and federal laws including the Securities Exchange Act of 1934, as amended, and~~position ~~the~~on ~~regulations~~May ~~promulgated there under~~3, ~~including particularly Regulation 14A~~2024. ~~The amendment was passed.~~

~~The~~During ~~majority~~the ofCompany’s fiscal year ended April 30, 2023, and the ~~total~~subsequent ~~number~~period through the date of ~~shares~~this ~~entitled~~Current toReport ~~vote~~on ~~approved~~Form 8-K, there were no disagreements between the ~~amendment~~Mass Megawatts Wind Power, Inc. ~~Therefore~~and B F Borgers CPA PC, the ~~vote~~Corporation’s ~~results~~auditors ~~constituted~~performing the aaudit ~~quorum~~during ~~for~~ the ~~transaction~~period, ofon ~~business.~~any Asmatters of ~~the~~accounting ~~record~~principles ~~date~~or practices, ~~February~~financial 9statement disclosure, ~~2024~~or auditing scope or procedures which, ~~there~~if ~~were~~not ~~172~~resolved to the satisfaction of B F Borgers CPA PC,~~214,579~~ ~~shares~~would have caused B F Borgers CPA PC to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s ~~common~~fiscal ~~stock outstanding.~~year ~~There~~ended ~~were~~April ~~119~~30,~~817~~2023,~~334~~ ~~shares~~and the subsequent period through the date of this Current Report on Form 8-K, orB ~~approximately~~F ~~69.57%~~Borgers CPA PC, did not advise us of ~~common~~any ~~stock~~matter ~~voting~~specified in Item 304(a)(1)(v) of Regulation S-K.

OfThe audit ~~the~~report ~~119,817,334 shares (69.57%~~ of ~~total~~B ~~issued~~F ~~and~~Borgers ~~outstanding~~CPA ~~shares) that voted~~PC, ~~97,405,919~~on ~~shares~~the ~~(56%~~financial statements of the ~~total~~Company ~~issued~~as ~~and~~of ~~outstanding shares)~~April ~~voted~~30, in2023, ~~favor~~did ofnot ~~the~~contain ~~proposal.~~any ~~21,935,174~~adverse ~~shares~~opinion ~~(13%~~or disclaimer of ~~the~~opinion, ~~total~~and ~~issued~~was ~~and~~not ~~outstanding~~qualified ~~shares)~~or ~~opposed~~modified ~~the~~as ~~proposal.~~to ~~476~~uncertainty,~~241 shares~~ ~~(less~~audit ~~than~~scope ~~one~~or ~~percent~~accounting ofprinciples. ~~the~~Those ~~total~~reports ~~issued~~did, ~~and~~however, contain ~~outstanding~~an ~~shares)~~emphasis ~~voted~~paragraph relating to ~~abstain.~~the ~~Voting~~substantial ~~continued~~doubt ~~until~~about the ~~start~~Company’s ofability ~~the Special~~to ~~Meeting~~continue ofas ~~Shareholders~~a ongoing ~~March 26, 2024~~concern.

The U. S. Securities and Exchange Commission has advised on May 3, 2024, that, in lieu of obtaining a letter from B F Borgers stating whether it agrees with the statements stated in this filing, the Company may disclose that B F Borgers is not permitted to appear or practice before U. S. Securities and Exchange Commission on and after May 3, 2024.

SIGNATURES

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

/s/ Jonathan Ricker
Jonathan Ricker
Chief Executive Officer
Chief Executive Officer
Mass Megawatts Wind Power, Inc.		Dated: May 8, 2024
Mass Megawatts Wind Power, Inc.	Dated: March 27, 2024

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