UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

~~October~~Date 31of Report (Date of earliest event reported): April 11, ~~2016~~2017

Date of Report (Date of earliest event reported)

HUNTWICKE CAPITAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	000-54379
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

7 Grove Street

7 Grove Street, Topsfield, MA		01983
(Address of principal executive offices)		(Zip Code)

Topsfield, MA 01983

(Address of Principal Executive Offices) (Zip Code)

(978) 887-5981

(Registrant'’s telephone number, including area code):

~~Magnolia Lane Income Fund~~N/A

(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))

~~☐ Soliciting~~Item ~~material~~4.02 ~~pursuant~~Non-Reliance toon ~~Rule~~Previously ~~14a-12~~Issued ~~under~~Financial ~~the~~Statements ~~Exchange~~or ~~Act~~a ~~(17~~Related ~~CFR~~Audit ~~240~~Report or Completed Interim Review.~~14a-12)~~

~~☐ Pre-commencement~~On April 11, 2017, the management and ~~communications~~the ~~pursuant~~Board of Directors (the “Board”) of Huntwicke Capital Group Inc. (the “Company”), concluded that the Company’s previously issued financial statements for the quarter ended October 31, 2016 (the “Restated Period”) should no longer be relied upon because of errors related to ~~Rule~~an ~~14d-2~~accounting treatment of (bi) ~~under~~certain advances relating to the ~~Exchange~~acquisition of ~~Act~~Huntwicke Advisors, LLC, were accounted for as capital when they were actually expenses of the Company and should have been expensed, (17ii) ~~CFR~~the ~~240.14d-2~~Company failed to disclose the issuance one share of Series A Preferred Stock on March 23, 2016, and, (biii) the Company’s disclosure relating the purchase of Huntwicke Advisors, LLC and Huntwicke Securities LLC by the Company from WS Advantage LP contained incorrect share amounts (collectively the “Restated Transactions”). The Company agreed to issue to WS Advantage a total of 1,384,923 shares of common stock versus 96,199 shares of common stock as previously reported.

~~☐ Pre~~The Company plans to file an amendment to the original Form 10-~~commencement~~Q to restate the financial statements for the Restated Period to reflect such adjustments regarding the ~~communications~~Restated ~~pursuant~~Transactions. In addition, the failure to ~~Rule~~disclose ~~13e~~the issuance of one share of Preferred Stock on March 23, 2016 may require a restatement of the company’s Form 10-~~4(c)~~K ~~under~~annual report for the ~~Exchange~~year ~~Act~~ended ~~(17~~April ~~CFR~~30, ~~240.13e~~2016 and the Form 10-~~4(c))~~Q for the quarterly period ended July 31, 2016, subject to receiving a valuation report on the value of the preferred share.

~~Section 1~~Our –management ~~Registrant’s~~has ~~Business~~concluded that there are material weaknesses in internal controls over financial reporting, as we did not maintain effective controls over the selection and ~~Operations~~application of accounting principles generally accepted in the United States (“GAAP”) related to an accounting treatment of a capital transaction resulting from an extinguishment between related entities. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances.

~~Item 1~~The Company’s management and Board have discussed the matters disclosed herein with Liggett and Webb, P.01A. ~~Entry~~, ~~into~~the aCompany’s independent ~~Material~~registered ~~Definitive~~public ~~Agreement~~accounting firm.

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

(d) Exhibits

Exhibit Number		Title of Document
2.1		Share Agreement between Magnolia Lane Financial Inc. and Phalanx Partners, LLC dated October 31, 2016.
2.2		Share Agreement between Magnolia Lane Financial, Inc. and WS Advantage, LLC dated October 31, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Huntwicke Capital Group Inc.
	HUNTWICKE CAPITAL GROUP INC.
Date: November 3, 2016	By:	/s/ Brian Woodland
Date: April 17, 2017	By:	/s/ Brian Woodland
	Name:	Brian Woodland
		Brian Woodland President
	Title:	President

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