UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 28, 2020

Date of Report (Date of earliest event reported)

SKYWOLF WIND TURBINE CORP.

(Exact Name of Registrant as Specified in its Charter)

New York

000-56005

80-0631209

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

156 Court Street

Geneseo, NY 14454

(Address of principal executive offices)

(585) 447-9135

Registrant’s telephone number, including area code

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	N/A	N/A

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 ¨x

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(1) of the Exchange Act. ¨

~~Special~~Item ~~Note~~8.01 ~~Regarding~~Other ~~Forward-Looking Statements~~Events.

~~This~~On ~~report~~March ~~contains~~4, ~~forward-looking~~2020, the ~~statements~~U. ~~These~~S. ~~statements~~Securities ~~involve~~and ~~known~~Exchange ~~and~~Commission ~~unknown~~(the ~~risks,~~“SEC”) ~~uncertainties,~~issued ~~and~~an ~~other~~order ~~factors~~under ~~that~~Section ~~may~~36 ~~cause~~(Release ~~our~~No. ~~actual~~34-88318) ~~results~~of the Securities Exchange Act of 1934, ~~performance~~as amended (“Exchange Act”), granting exemptions from specified provisions of orthe ~~achievements~~Exchange toAct beand ~~materially~~certain ~~different~~rules ~~from~~thereunder. ~~any~~On ~~future~~March ~~results~~25, ~~performances~~2020, orthe ~~achievements~~order ~~expressed~~was ormodified ~~implied~~and superseded by ~~the~~a ~~forward-looking~~new SEC order (Release ~~statements~~No. In34-88465), ~~some~~which ~~cases,~~provides ~~forward-looking~~conditional ~~statements~~relief to public companies that are ~~identified~~unable byto ~~terms~~timely ~~such~~comply with their filing obligations as a result of the novel coronavirus (“~~anticipates,~~COVID-19”) outbreak (the “~~believes,~~SEC Order”). The SEC Order provides that a ~~“could,”~~registrant ~~“estimates,”~~subject ~~“expects,”~~to ~~“intends,”~~the ~~“may~~reporting requirements of Exchange Act Section 13(a) or 15(d),” ~~“plans~~and any person required to make any filings with respect to such registrant,” is exempt from any requirement to file or furnish materials with the Commission under Exchange ~~“potential~~Act Sections 13(a),” ~~“predicts~~13(f),” ~~“projects~~13(g),” ~~“should~~14(a),” ~~“would~~14(c),” ~~and~~14(f), ~~similar expressions~~15(d) ~~intended~~and toRegulations ~~identify~~13A, ~~forward~~Regulation 13D-~~looking~~G ~~statements.~~(except ~~Forward-looking~~for ~~statements~~those ~~reflect~~provisions mandating the ~~Company’s~~filing ~~current~~of ~~views respecting~~Schedule ~~future~~13D ~~events~~or ~~and~~amendments ~~are~~to ~~based~~Schedule on13D), ~~assumptions~~14A, 14C and ~~subject~~15D, toand ~~risks~~Exchange Act Rules 13f-1, and ~~uncertainties~~14f-1, as applicable, if certain conditions are satisfied.

~~Also,~~SkyWolf Wind ~~forward-looking~~Turbine ~~statements~~Corp. ~~represent~~ (the “Company’s”) ~~estimates~~is ~~and~~relying ~~assumptions~~on ~~only~~the asSEC Order in light of the ~~date~~circumstances ofand ~~this~~uncertainty surrounding ~~report.~~the ~~You~~effects ~~should~~of ~~read~~the ~~this~~coronavirus ~~report~~disease 2019 (COVID-19) pandemic, and is delaying the ~~documents~~filing of its Annual Report ~~that~~on Form 10-K for the ~~Company~~year ~~references~~ended ~~and~~December ~~files~~31, as2019 ~~exhibits~~(the “Annual Report”) by up to ~~this~~45 ~~report~~days. In particular, the Company’s operations are primarily located in ~~their~~New ~~entirety~~York, which has imposed a continuing statewide lockdown, isolation and ~~with~~quarantine to address the ~~understanding~~COVID-19 ~~that~~pandemic. ~~actual~~As ~~future results~~a ~~may~~consequence, bethe ~~materially~~Company’s ~~different~~head ~~from~~office ~~what~~is very thinly staffed, and the Company’s ~~expects.~~accounting personnel, ~~Except~~who asare ~~required~~generally byworking ~~law~~remotely, have only limited access to the Company’s ~~assumes~~financial norecords. ~~obligation~~In addition, the COVID-19 outbreak has made collection of data slower and more difficult. Management is therefore currently unable to ~~update~~timely prepare ~~any~~and ~~forward-looking~~review ~~statements~~the ~~publicly,~~Annual Report or to ~~update~~determine COVID-19’s impact on the ~~reasons~~Company’s ~~actual~~financial ~~results~~statements ~~could~~for ~~differ~~the 2019 ~~materially~~fiscal ~~from~~year. ~~those~~The ~~anticipated in~~Company ~~any~~will ~~forward-looking~~file ~~statements,~~its ~~even~~Annual ifReport ~~new~~by ~~information~~no ~~becomes~~later ~~available~~than orMay ~~other~~14, ~~events~~2020, ~~occur~~which inis 45 days after the ~~future~~original due date of its Annual Report.

~~ITEM~~Cautionary ~~1.01~~Note ~~Entry~~Regarding ~~into~~Forward-Looking ~~a Material Definitive Agreement~~Statements

~~Amendment~~This Current Report on Form 8-K may contain statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, our future financial or business performance or strategies, results of operations or financial condition. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors. In addition to those risks described from time to time in our filings with the Securities and ~~Restatement~~Exchange Commission and other similar risks, the forward-looking statements in this Form 8-K are subject to the uncertainties regarding the duration, spread and effects of ~~Sales~~COVID-19, and its economic, financial and ~~Purchase~~market ~~Agreement~~consequences ~~with~~generally ~~Gr8~~and ~~Seas~~on ~~Holdings~~our business in particular. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, ~~Inc~~whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

On March 18, 2020, SkyWolf Wind Turbine Corp. (the “Company”) and Gr8 Seas Holdings, Inc. (“Buyer”) entered into a Sales and Purchase Agreement (the “Amended and Restated Agreement”), which is intended to amend and replace the original sales and purchase agreement dated July 22, 2019 that was disclosed in the Current Report on Form 8-K filed by the Company on July 26, 2019 and is incorporated herein by reference. Pursuant to the Amended and Restated Agreement, the Buyer has agreed to purchase the Company’s SkyWolf Model 35H-A Hybrid Diffused Augmented wind turbines at a total purchase price of $26,000,000 total (the “Purchase Price”). Under the Amended and Restated Agreement, Buyer shall acquire wind turbines in accordance with the following schedule: (1) the first batch of turbines shall be shipped in three tranches for three months starting in July 2020 (the “Initial Release Order”); (2) the second batch of turbines shall be shipped within 24 months from the date of the Amended and Restated Agreement; and (3) the third batch of turbines shall be shipped within 36-48 months from the date of the Amended and Restated Agreement. The Purchase Price does not include expenses for Micro-Grid equipment, integration, enclosure, controls, battery backup, shipping, and installation and are additional costs to be determined by the Company on a project order by project order basis. The payment schedule for the Initial Release Order shall be as follows: (1) an initial deposit of $2,340,000 shall be due by 4/18/2020; (2) an additional payment of $585,000 shall be due by 5/18/2020; and (3) the balance of payment for each tranche of shipments under the Initial Release Order shall be paid within thirty (30) days of each shipment of the turbines, which is expected to equal $325,000 for each tranche of shipments.SIGNATURES

~~The description of~~Pursuant to the ~~Agreement~~requirements ~~above~~of isthe ~~only~~Securities aExchange ~~summary~~Act ~~and~~of ~~is subject to~~1934, ~~and~~the ~~qualified~~Registrant inhas ~~its~~duly ~~entirety~~caused bythis ~~reference~~report to, ~~the~~be ~~copy~~signed ofon ~~the~~its ~~Agreement~~behalf ~~attached as Exhibit 10.7 and incorporated~~ by ~~reference~~the inundersigned ~~this~~thereunto ~~Current~~duly ~~Report on Form 8-K~~authorized.

~~ITEM~~Date: ~~9.01~~April ~~Financial~~8, ~~Statements and Exhibits~~2020

~~Exhibits~~SKYWOLF WIND TURBINE CORP. By: /s/ Gerald Brock Gerald Brock Chief Executive Officer

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission).

10.7* Amended and Restated Sales and Purchase Agreement by and between SkyWolf Wind Turbine Corp. and Gr8 Seas Holdings, Inc.

* Filed herewith

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 thereunto duly authorized.

Date: April 2, 2020

SKYWOLF WIND TURBINE CORP. By: /s/ Gerald Brock Gerald Brock Chief Executive Officer

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