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) July 29,2005 MASS MEGAWATTS WIND POWER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS -------------------------------------------- (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-32465 04-3402789 --------------- -------------------- (COMMISSION FILE NUMBER NO.) (IRS EMPLOYER IDENTIFICATION NO.) 95 Prescott Street Worcester, MA 01605 -------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (508) 751-5432 ------------------------------ 11 Maple Avenue Shrewsbury, MA 01545 (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)) Item 4.01. Change in Registrant's Certifying Accountant On July 29, 2005, the Pender Newkirk and Company, CPAs resigned as the auditor for Mass Megawatts Wind Power, Inc. During our past two fiscal years, and the subsequent interim period through July 29, 2005, there were no disagreements between Mass Megawatts Wind Power, Inc. and Pender Newkirk on any matter of financial statement disclosure, accounting practices or principles or auditing scope or procedures which, if not resolved to Pender Newkirk's satisfaction, would have caused Pender Newkirk to make reference to the subject matter of the disagreement in connection with its report. During our past two fiscal years and the interim period through June 17, 2005, Pender Newkirk did not advise us of any of the matters specified in Item 304(a)(1)(B) of Regulation S-B. Pender Newkirk's reports on the Company's consolidated financial statements for the years ended April 30, 2004 and 2003 did not contain any adverse or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In the near future, Mass Megawatts intends to retain a new auditor located in our local geographical area, In past years, the geographical distance between Pender Newkirk and Mass Megawatts, the Company, made it difficult to effectively conduct an audit within a timely manner to meet the required deadlines of periodic filings such as 10KSBs and 10QSBs. The Company provided Pender Newkirk with a copy of the disclosure contained in this Form 8-K and requested that Pender Newkirk furnish it with a correspondence addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. Item 9.01 Financial Statements and Exhibits (c) Exhibits. 99.1 Letter from Pender Newkirk, addressed to the Securities and Exchange Commission regarding its agreement to the statements made herein. 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. MASS MEGAWATTS WIND POWER, INC. (Registrant) Dated: August 1, 2005 By: /s/ Jonathan C. Ricker ---------------------------- Jonathan C. Ricker Chief Executive Officer Chief Financial Officer