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): ~~May~~July 326, 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

(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 4 5.0103. ~~Changes~~Amendments into ~~Registrant’s~~Articles ~~Certifying~~of ~~Accountant.~~Incorporation or Bylaws; Change in Fiscal Year

~~Effective~~Pursuant ~~May~~to ~~3, 2024, BF Borgers CPA PC,~~ the ~~principal~~provisions ~~accountant~~of ~~engaged~~Massachusetts asBusiness ~~the~~Corporation ~~auditor~~Act, of Mass Megawatts Wind Power, Inc., a Massachusetts corporation (the “Corporation”), ~~was~~adopts ~~dismissed from its position. On May 14, 2024,~~ the ~~Company~~following ~~engaged~~Article ~~Hudgens~~of ~~CPA,~~Amendment ~~PLLC~~to as the ~~replacement~~Restated Articles of ~~BF Borgers CPA PC.~~Incorporation:

~~During~~The ~~the~~Restated ~~Company’s~~Articles ~~fiscal~~of ~~year~~Incorporation ~~ended April 30, 2023, and the subsequent period through the date~~ of ~~this Current Report on Form 8-K, there were no disagreements between~~ the ~~Mass Megawatts Wind Power, Inc. and B F Borgers CPA PC, the~~ Corporation’s ~~auditors~~(Massachusetts ~~performing the~~General ~~audit~~Laws ~~during~~Chapter ~~the period~~156D, onSection ~~any~~10.06; ~~matters~~950 ofCMR ~~accounting~~113.34) ~~principles~~are ~~or practices, financial statement disclosure, or auditing scope~~hereby oramended ~~procedures~~Article ~~which,~~Six ifas ~~not~~an ~~resolved~~additional toparagraph ~~the satisfaction~~ of BArticle ~~F Borgers CPA PC~~Six, ~~would~~reading ~~have caused B F Borgers CPA PC to make reference to the subject matter of the disagreement(s)~~ in ~~connection with~~ its ~~report.~~entirety ~~During~~as the Company’s fiscal year ended April 30,2023, and the subsequent period through the date of this Current Report on Form 8-K, B F Borgers CPA PC, did not advise us of any matter specified in Item 304(a)(1)(v) of Regulation S-K.follows:

~~The~~Upon ~~audit~~the ~~report~~effectiveness of Bthe Ffiling ~~Borgers~~of ~~CPA~~this ~~PC,~~Certificate onof Amendment the ~~financial~~Restated ~~statements~~Certificate of Incorporation of the Company, as ofamended on ~~April~~July 3026,2024, ~~2023~~every 100 shares of Common Stock issued and outstanding or held by the Company in treasury immediately prior to the Effective Time shall, ~~did~~automatically ~~not~~and ~~contain~~without any ~~adverse~~further ~~opinion or~~action ~~disclaimer~~on the part of ~~opinion~~the Company or the holder thereof, be combined into one share validly issued, fully paid and ~~was~~non-assessable ~~not~~share ~~qualified~~of orCommon ~~modified~~Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as described below. Each fractional share interest after the Reverse Split will receive a whole share to ~~uncertainty,~~replace ~~audit~~each ~~scope~~fractional orshare. ~~accounting~~The ~~principles~~“round up” of fractional shares is common procedure regarding the treatment of fractional share interests regarding reverse stock splits and its process. ~~Those~~Any ~~reports~~stock ~~did~~certificate that, immediately prior to the Effective ~~however~~Time, ~~contain~~represented shares of Common Stock (an ~~emphasis~~“Old ~~paragraph~~Certificate”) ~~relating~~shall tothereafter, automatically and without the ~~substantial~~necessity of ~~doubt~~presenting ~~about~~the same for exchange, represent that number of shares of Common Stock into which the ~~Company’s~~shares ~~ability~~of toCommon ~~continue~~Stock asrepresented by athe ~~going~~Old ~~concern~~Certificate shall have been combined.

~~The U~~3. This S.amendment ~~Securities and Exchange Commission~~ has ~~advised~~been onapproved ~~May 3, 2024, that,~~ in ~~lieu of obtaining a letter from B F Borgers stating whether it agrees with~~ the ~~statements~~manner ~~stated~~required inby ~~this filing,~~ the ~~Company~~Commonwealth ~~may~~of ~~disclose~~Massachusetts ~~that B F Borgers is not permitted to appear or practice before U. S. Securities~~ and ~~Exchange~~the ~~Commission~~constituent ondocuments ~~and after May 3, 2024 pursuant to Rule 102 (e)~~ of the ~~Commission’s Rule of Practice~~Corporation.

On4. ~~May~~These ~~14,~~Articles ~~2024, the Corporation’s Board~~ of ~~Directors~~Amendment ~~engaged~~to the ~~accounting~~Restated ~~firm~~Articles of ~~Hudgens~~Incorporation ~~CPA,~~shall ~~PLLC~~became aseffective ~~the Corporation’s independent registered public accounting firm for and with respect to replacing BF Borgers CPA PC. Management has not consulted with Hudgens CPA, PLLC~~ on ~~any~~July ~~accounting~~26, ~~auditing~~2024, orwith ~~reporting~~the ~~matter~~Secretary atof State ~~any~~of ~~time~~the inCommonwealth ~~the~~of ~~past~~Massachusetts.

The information in this Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly incorporated by specific reference in such a filing.

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
Chief Executive Officer
Mass Megawatts Wind Power, Inc.

Date: ~~May~~July 1526, 2024

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