8-K

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): December 26, 2022

MassMegawatts Wind Power Inc.

(Exact name of registrant as specified in its charter)

100Boston Turnpike Ste. J9B #290 Shrewsbury, MA 01545

(Address of principal executive offices) (Zip Code)

(508)942-3531

(Registrant’s telephone number, including area code)

NotApplicable

(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:

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

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. ☐

L&L CPAs, PA, the principal accountant engaged as the auditor of Mass Megawatts Wind Power, Inc. (the “Corporation”), resigned its position on December 22, 2022.

During the Company’s fiscal year ended April 30, 2022, 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 L&L CPAs, PA, the Corporation’s auditors performing the audit during the period, on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of L&L CPAs, PA, would have caused L&L CPAs, PA to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s fiscal year ended April 30, 2022, and the subsequent period through the date of this Current Report on Form 8-K, L&L CPAs, PA, did not advise us of any matter specified in Item 304(a)(1)(v) of Regulation S-K.

The audit report of L&L CPAs, PA, on the financial statements of the Company as of April 30, 2022, did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. Those reports did, however, contain an emphasis paragraph relating to the substantial doubt about the Company’s ability to continue as a going concern.

The Company has provided L&L CPAs, PA, a copy of the disclosures in this Form 8-K and has requested that L&L CPAs, PA, furnish it with a correspondence addressed to the Securities and Exchange Commission stating whether L&L CPAs, PA, agrees with the Company’s statements in this Item 4.01. A copy of the letter dated December XX, 2022, was furnished by L&L CPAs, PA, in response to that request. Exhibit 16 of Item 9.01 to this Current Report on Form 8-K is a copy of the letter.

On December 23, 2022, the Corporation’s Board of Directors engaged the accounting firm of BF Borgers CPA PC as the Corporation’s independent registered public accounting firm for and with respect to the year ended April 30, 2023. Management has not consulted with BF Borgers CPA PC on any accounting, auditing, or reporting matter at any time in the past.

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.

Exhibit16.1

December 26, 2022

Securities and Exchange Commission

Washington, D.C. 20549

Commissioners:

We have read Mass Megawatts Wind Power, Inc.’s statements included under Item 4.01 of its Form 8-K filed on December 26, 2022 and we agree with such statements concerning our firm.

Very truly yours,