Current Report Filing (8-k)
November 03 2016 - 4:03PM
Edgar (US Regulatory)
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
October
31, 2016
Date
of Report (Date of earliest event reported)
HUNTWICKE
CAPITAL GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54379
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7
Grove Street
Topsfield,
MA 01983
(Address
of Principal Executive Offices) (Zip Code)
(978)
887-5981
(Registrant's
telephone number, including area code)
Magnolia
Lane Income Fund
(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))
Section 1
– Registrant’s Business and Operations
Item 1.01.
Entry into a Material Definitive Agreement.
The
information set forth in Item 2.01 is incorporated by reference into this Item 1.01.
Section 2
– Financial Information
Item 2.01.
Completion of Acquisition or Disposition of Assets.
On
October 31, 2016, Magnolia Lane Financial Group (“Magnolia Lane”), a wholly owned subsidiary of Huntwicke Capital
Group, Inc. (“Huntwicke” or the “Company”) entered into a Share Agreement with Phalanx Partners, LLC,
whereby Magnolia Lane issued 96,199 shares of the Company’s common stock to Phalanx Partners, LLC. in exchange for all the
interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. Phalanx Partners, LLC. is owned and managed by the Company’s
President.
On
October 31, 2016, Magnolia Lane entered into a Share Agreement with WS Advantage LP whereby Magnolia Lane issued 125,000 shares
of the Company’s common stock to WS Advantage LP in exchange for all of WS Advantage LP’s interest in Riversky Realty
LLC, which owns the property located at 17/19 Main Street, Topfield, MA. WS Advantage LP is owned and managed by the Company’s
President.
The
foregoing summary of the material terms of the Share Agreements with Phalanx Partners, LLC and WS Advantage LP are qualified in
their entirety by reference to the full text of the Share Agreements, which are attached hereto as Exhibits 2.1 and 2.2, respectively,
and incorporated herein by reference.
Section 9
– Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(a)
Financial Statements of business Acquired
The
Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report
on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information
The
Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report
on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
Exhibit Number
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Title of Document
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2.1
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Share Agreement between Magnolia Lane Financial Inc. and Phalanx Partners, LLC dated October 31, 2016.
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2.2
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Share Agreement between Magnolia Lane Financial, Inc. and WS Advantage, LLC dated October 31, 2016.
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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.
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Huntwicke
Capital Group Inc.
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Date: November
3, 2016
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By:
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/s/
Brian Woodland
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Name:
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Brian
Woodland
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Title:
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President
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3
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