SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-32465 04-3402789
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(COMMISSION FILE NUMBER NO.) (IRS EMPLOYER IDENTIFICATION NO.)
95 Prescott Street
Worcester, MA 01605
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code:
(508) 751-5432
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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 27, 2005, the Pender Newkirk and Company, CPAs resigned as the auditor
for Mass Megawatts Wind Power, Inc.
On August 10, 2005, Mass Megawatts Wind Power, Inc. engaged the accounting firm
of Malone and Bailey. Management has not consulted with Malone and Bailey on any
accounting, auditing, and reporting matter. Mass Megawatts' new accounting firm
specializes in audits of small companies and has 60 SEC Audit clients.
During our past two fiscal years, and the subsequent interim period through July
27, 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 July
27, 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 has informed us that information came to their attention as the
Company's auditors that led them to no longer be able to rely on management's
representations, and made them unwilling to be associated with financial
statements prepared by management. The information cited by Pender Newkirk
consisted of inconsistent documentation regarding services for stock
transactions, payroll tax filing when management represents no employees, and
lack of supporting documentation for sampled transactions.
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. 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 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.
16. 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
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Jonathan C. Ricker
Chief Executive Officer
Chief Financial Officer