UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~January 31, ~~2016~~ 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission File Number: 000-54379

HUNTWICKE CAPITAL GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

7 Grove Street

Topsfield, MA 01983

(Address of principal executive offices and Zip code)

(978) 887-5981

(Registrant’s telephone number, including area code)

~~MAGNOLIA LANE INCOME FUND~~______________N/A______________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐☒ No ☒ ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging ~~reporting~~growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “~~smaller~~emerging ~~reporting~~growth company” in Rule 12b-2 of the Exchange Act.

Large ~~Accelerated~~accelerated ~~Filer~~filer ☐ Accelerated ~~Filer~~filer ☐ Non-~~Accelerated~~accelerated ~~Filer~~filer ☐ (Do not check if a smaller reporting company) Smaller ~~Reporting~~reporting ~~Company~~company ☒ Emerging growth company ☐

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(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of ~~January 5~~June 9, ~~2016~~2017, there were 12,~~410~~573,~~019~~ 307 shares of common stock, par value $0.0001 per share, issued and outstanding.

HUNTWICKE CAPITAL GROUP, INC.

FORM 10-Q

~~October~~ January 31, ~~2016~~2017

INDEX

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1316
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1923
Item 4.	Control and Procedures	1923
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2125
Item 1A.	Risk Factors	2125
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2125
Item 3.	Defaults Upon Senior Securities	2125
Item 4.	Mine Safety Disclosures	2125
Item 5.	Other Information	2125
Item 6.	Exhibits	2126
SIGNATURE		2227

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this quarterly report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the quarterly report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this quarterly report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

Unless the context otherwise indicates, references in this report to the terms “Palmerston,” “Magnolia Lane,” “Huntwicke Capital,” “we,” “us,” “our,” and the “Company” refer to Huntwicke Capital Group Inc.

PART I - FINANCIAL INFORMATION

HUNTWICKE CAPITAL GROUP, INC ~~(Formerly Known As MAGNOLIA LANE INCOME FUND) Condensed Consolidated Balance Sheets~~.

	October 31, 2016			April 30, 2016
	(unaudited)
ASSETS
Rental property, net	$	4,425,453		$	3,398,685
Cash		241,994			209,079
Restricted cash		11,337			-
Marketable securities		486,155			-
Prepaid expenses		11,502			-
Advances		64,145			-
Accounts receivable		1,619			2,050
Total Assets	$	5,242,205		$	3,609,814
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Mortgage payable	$	516,342		$	525,322
Secured line of credit		956,113			956,113
Accounts payable and accrued expenses		15,805			11,852
Deferred income		4,013			7,459
Security deposits		10,050			2,900
Due to shareholders		511,452			504,218
Total Liabilities		2,013,775			2,007,864
Commitments and Contingencies
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock: par value $0.0001; 100,000,000 shares authorized; None issued or outstanding		-			-
Common stock: par value $0.0001; 200,000,000 shares authorized; 1,188,820 and 2,000,590 shares issued and outstanding, respectively		118			200
Additional paid-in capital		4,008,617			1,877,794
Accumulated deficit		(780,306	)		(707,094	)
Total Magnolia Lane Income Fund Stockholders' Equity(Deficit)		3,228,430			1,170,900
Non-controlling interest		-			431,050
Total Stockholders' Equity (Deficit)		3,228,430			1,601,950
Total Liabilities and Stockholders' Equity (Deficit)	$	5,242,205		$	3,609,814

(f/k/a MAGNOLIA LANE INCOME FUND)

Condensed Consolidated Balance Sheets

	January 31, 2017			April 30, 2016
	(unaudited)
ASSETS

Rental property, net	$	4,387,471		$	3,398,685
Cash		946,435			209,079
Restricted cash		13,687			-
Marketable securities, (net of unrealized gain of $19,496)		527,201			-
Due from related party		13,000			-
Prepaid expenses		14,989			-
Deposits		12,249			-
Commissions receivable		14,441			-
Accounts receivable		1,911			2,050

Total Assets	$	5,931,384		$	3,609,814

LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage payable	$	511,800		$	525,322
Secured line of credit		956,113			956,113
Accounts payable and accrued expenses		109,327			11,852
Deferred income		96,844			7,459
Commissions payable		433,672			-
Security deposits		10,050			2,900
Due to shareholders		555,930			504,218

Total Liabilities		2,673,736			2,007,864

Commitments and Contingencies

STOCKHOLDERS' EQUITY:
Preferred stock: par value $0.0001; 100,000,000 shares authorized; 1 and 0 shares issued and outstanding, respectively		-			-
Common stock: par value $0.0001; 200,000,000 shares authorized; 2,573,307 and 2,000,590 shares issued and outstanding, respectively		257			200
Additional paid-in capital		4,219,874			1,877,794
Accumulated deficit		(962,483	)		(707,094	)

Total Magnolia Lane Income Fund Stockholders' Equity		3,257,648			1,170,900

Non-controlling interest		-			431,050

Total Stockholders' Equity		3,257,648			1,601,950

Total Liabilities and Stockholders' Equity	$	5,931,384		$	3,609,814

See accompanying notes to condensed consolidated financial statements.

HUNTWICKE CAPITAL GROUP, INC ~~(Formerly Known As MAGNOLIA LANE INCOME FUND) Condensed Consolidated Statements of Operations~~.

	For the three			For the three			For the six			For the six
	months ended			months ended			months ended			months ended
	October 31, 2016			October 31, 2015			October 31, 2016			October 31, 2015
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
REVENUE
Rental revenue	$	96,417		$	64,017		$	174,785		$	126,835
OPERATING EXPENSES
Operating costs		26,872			40,840			40,821			52,794
Professional fees		32,698			49,707			64,509			87,829
Repairs and maintenance		10,628			3,673			16,669			9,837
Depreciation		40,938			23,611			87,767			47,224
Interest expense		15,235			37,289			36,930			71,245
Total operating expenses		126,371			155,120			246,696			268,929
LOSS FROM OPERATIONS		(29,954	)		(91,103	)		(71,911	)		(142,094	)
Other Income
Realized Loss on sale of securities		(3,846	)		-			(3,846	)		-
Insurance proceeds		-			-			-			8,508
Other income / (expenses)		(3,846	)		-			(3,846	)		8,508
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS’		(33,800	)		(91,103	)		(75,757	)		(133,586	)
NET INCOME / (LOSS) - ATTRIBUTABLE TO NON CONTROLLING INTEREST		161			(1,408	)		(2,545	)		(1,408	)
NET LOSS AVAILABLE TO STOCKHOLDERS’	$	(33,639	)	$	(89,695	)	$	(73,212	)	$	(132,178	)
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED:	$	(0.02	)	$	(0.05	)	$	(0.03	)	$	(0.07	)
WEIGHTED AVERAGE COMMON SHARES
- BASIC AND DILUTED		2,207,298			1,796,875			2,103,379			1,796,875

(f/k/a MAGNOLIA LANE INCOME FUND)

Condensed Consolidated Statements of Operations

	For the three months ended January 31, 2017			For the three months ended January 31, 2016			For the nine months ended January 31, 2017			For the nine months ended January 31, 2016
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

REVENUE
Rental revenue	$	105,200		$	76,843		$	279,985		$	203,678
Financial services		714,491			-			714,491			-
		819,691			76,843			994,476			203,678
OPERATING EXPENSES		.
Operating costs		265,127			37,174			305,948			89,968
Payroll		92,181			-			92,181			-
Professional fees		31,563			11,794			96,072			99,623
Commissions		566,909			-			566,909			-
Repairs and maintenance		20,259			5,853			36,928			15,690
Depreciation		37,983			25,594			125,750			72,818
Interest expense		28,892			18,943			65,822			90,188

Total operating expenses		1,042,914			99,358			1,289,610			368,287

LOSS FROM OPERATIONS		(223,223	)		(22,515	)		(295,134	)		(164,609	)

Other Income
Realized and unrealized gain on sale of securities		37,200			-			37,200			-
Insurance proceeds		-			-			-			8,508
Other income / (expenses)		37,200			-			37,200			8,508

NET LOSS	$	(186,023	)	$	(22,515	)	$	(257,934	)	$	(156,101	)

NET LOSS -ATTRIBUTABLE TO NON CONTROLLING INTEREST		-			1,740			(2,545	)		332
NET LOSS - ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(186,023	)	$	(24,255	)	$	(255,389	)	$	(156,433	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED:	$	(0.07	)	$	(0.01	)	$	(0.11	)	$	(0.08	)

Weighted average common shares outstanding - basic and diluted		2,572,261			2,000,586			2,255,557			1,864,041

See accompanying notes to condensed consolidated financial statements.

HUNTWICKE CAPITAL GROUP, INC ~~(Formerly Known As MAGNOLIA LANE INCOME FUND) Condensed Consolidated Statements of Cash Flows~~.

	For the six months			For the six months
	ended			ended
	October 31, 2016			October 31, 2015
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(73,212	)	$	(132,178	)
Adjustments to reconcile net loss to net cash provided by (used in) from operating activities:
Depreciation and amortization		87,768			47,224
Imputed interest		15,127			15,206
Losses on investment account		3,846			-
Changes in operating assets and liabilities:
Accounts receivable		(2,694	)		(3,464	)
Accounts payable and accrued expenses		1,030			(22,169	)
Deferred income		(3,446	)		-
Security deposits		(11,503	)		-
Net cash provided by (used in) operating activities		16,916			(51,043	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition		83,311			-
Cash acquired from non interest control party		-			429,363
Investment in securities		(490,000	)		-
Advances for acquisitions		(64,145	)		-
Restricted cash		(4,187	)		(3,167	)
Net cash used in investing activities		(475,021	)		(764,930	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholders		-			52,419
Proceeds from line of credit		-			760,355
Proceeds from loans from shareholder		500,000			-
Repayments of mortgages payable		(8,980	)		(8,474	)
Cash over draft		-			1,536
Net cash provided by financing activities		491,020			805,836
NET CHANGE IN CASH		32,915			(10,137	)
Cash at beginning of period		209,079			17,286
Cash at end of year	$	241,994		$	7,149
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest	$	12,927		$	8,473
OTHER NON CASH ITEMS
Conversion of minority interest to common stock	$	431,050		$	-
Conversion of notes payable to common stock	$	500,000		$	-
Purchase of building for common stock	$	1,208,500		$	-

(f/k/a MAGNOLIA LANE INCOME FUND)

Condensed Consolidated Statements of Cash Flows

	For the nine months ended January 31, 2017			For the nine months ended January 31, 2016
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss – attributable to common shareholders	$	(255,389	)	$	(156,433	)

Adjustments to reconcile net loss to net cash provided by (used in) from operating activities:
Depreciation and amortization		125,750			72,818
Imputed interest		20,696			22,798
Realized and unrealized gains on investment account		(37,200	)		-
Changes in operating assets and liabilities:
Accounts receivable		3,264			(8,075	)
Commissions receivable		1,400			-
Prepaid expenses		(14,989	)		(1,731	)
Deposits		(7,184	)		-
Accounts payable and accrued expenses		57,451			25,091
Deferred income		89,385			6,250
Commissions payable		398,639			-
Restricted cash		(6,537	)		11,554

Net cash provided by (used in) operating activities		375,286			(27,728	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisitions		378,042			-
Purchase of building		-			(1,188,395	)
Due from related party		(13,000	)		-
Investment in securities		(490,000	)		-

Net cash used in investing activities		(124,958	)		(1,188,395	)

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash acquired from non interest control party		-			430,103
Advances from shareholders		500,550			53,637
Proceeds from line of credit		-			956,113
Repayments of mortgages payable		(13,522	)		(12,791	)

Net cash provided by financing activities		487,028			1,427,062

NET CHANGE IN CASH		737,356			210,939

Cash at beginning of period		209,079			17,286

Cash at end of period	$	946,435		$	228,225

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest	$	20,944		$	8,473

Conversion of related party loan payable and accrued interest to common stock	$	-		$	1,565,094
OTHER NON CASH ITEMS
Conversion of minority interest to common stock	$	431,050		$	-
Conversion of notes payable to common stock	$	500,000		$	-

Purchase of building for common stock	$	1,190,815		$	-
Purchase of financial services division for common stock	$	199,576		$	-

See accompanying notes to condensed consolidated financial statements.

HUNTWICKE CAPITAL GROUP, INC.

(Ff/Kk/Aa MAGNOLIA LANE INCOME FUND)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~OCTOBER~~JANUARY 31, ~~2016~~2017

(UNAUDITED)

NOTE 1 – ORGANIZATION

The ~~accompanying~~ accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended ~~October~~January 31, ~~2016~~2017 are not necessarily indicative of results for the full fiscal year and should be read in junction with the annual financial statements filed on July 29, 2016. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

Huntwicke Capital Group Inc. formerly known as Magnolia Lane Income Fund (the “Company,” ”“We,” “Ours,” “Us”), was incorporated on May 12, 2009 under the laws of the State of Delaware. On November 12, 2015, the Company changed domicile from the State of Delaware to the State of Nevada by filing Articles of Domestication and Articles of Incorporation with the Secretary of State of Nevada. The Company was originally formed to commence business as a stock agent in the wool trade.

On May 13, 2013, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Ian Raleigh and Michael Raleigh (the “Sellers”) and Magnolia Lane Financial, Inc. (the “Purchaser”), whereby the Purchaser purchased from the Sellers, 10,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing approximately 69.57% of the issued and outstanding shares of the Company. As a result, the Purchaser became the majority shareholder of the Company.

In connection with the Stock Purchase Agreement, we have ceased pursuing our prior business plan and have begun focusing on our new business which is to manage and invest in real property. Our current Chief Executive Officer, Chief Financial Officer and sole director, Brian Woodland, has numerous years in the real estate acquisition, syndication and asset management business. We intend to acquire real estate in small markets with high degrees of safety to provide income streams to our shareholders. In addition, we will develop property, syndicate, manage and acquire property for capital appreciation.

In connection with this change of control and change of business, we have conducted a name change and reverse stock split. On August 1, 2013, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to change its name from “Palmerston Stock Agency, Inc.” to “Magnolia Lane Income Fund” (the “Name Change”) and to memorialize a 1:8 reverse stock split (the “Stock Split”). The Amendment was effective as of August 1, 2013.

On August 12, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Name Change and Stock Split. FINRA also confirmed that the new stock symbol is MIFC.

On December 23, 2013, a shareholder of ours, Magnolia Lane Financial, entered into three separate LLC Membership Interest Purchase and Sale Agreements for the acquisition of two limited liability companies, Grove Realty Partners, LLC and Walker Partners, LLC (the “Acquisition Agreements”). Pursuant to the Acquisition Agreements, Magnolia Lane Financial acquired 100% of the equity interests in Grove Realty Partners, LLC and Walker Partners, LLC. As consideration for the acquisition, Magnolia Lane Financial transferred 134,574 shares of our Common Stock to WS Advantage and Phalanx Wealth Management (the “Consideration Shares”). For purposes of the Acquisition Agreements, the parties valued the shares at $16.60 per share for a total purchase price of $2,233,928. Prior to this transaction, Magnolia Lane Financial owned 1,250,000 shares of our common stock and now owns 1,115,426 shares of our common stock. WS Advantage, LP owns 115,347 shares of our common stock and Phalanx Partners, LLC owns 19,227 shares of our common stock.

On January 16, 2014, we entered into an LLC Membership Interest Purchase and Sale Agreement with Magnolia Lane Financial, Inc. (the “Agreement”). Pursuant to the Agreement, we acquired all rights, title and interest to all assets of Magnolia Lane Financial, including the assets acquired in the Acquisition Agreements, for a total purchase price of $3,000.

On October 15, 2015, the Company paid a total of $761,355 for the purchase of 64% of Butler Cabin LLC. This entity is controlled by our President, a principal of Butler Cabin LLC.

On November 12, ~~2015~~2016, the Company changed ~~domicile~~its ~~from~~name ~~the State of Delaware~~ to ~~the~~Huntwicke ~~State~~Capital ofGroup, ~~Nevada by filing Articles of Domestication and Articles of Incorporation with the Secretary of State of Nevada~~Inc.

On August 11, 2016, Huntwicke the Company entered into a “Magnolia Lane Share Issuance Agreement” with a subsidiary, Butler Cabin, LLC. (“Butler”), in which the Company purchased from Butler the remaining ownership interest (36%) of real property located at 6 Park Street, Topsfield, MA 01983 from a related party. As consideration for the purchase, the Company agreed to issue Butler 61,396 shares of common stock of the Company with a historical cost of $431,050. The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983. The transaction was recorded at the net asset value of the non-controlling interest on the date of acquisition.

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement" with Founders Circle Partners, LLC (“Founders”) (Related Party) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. The purchase was recorded at the historical cost of the net assets of $1,~~208~~190,~~500~~815 acquired for 170,831 shares of common stock of the Company from a related party.

On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC (Related Party), whereby the Company issued 1,384,487 shares of the Company’s common stock to Phalanx Partners, LLC. (Related Party) in exchange for all the interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. The acquisition of Huntwicke Securities, LLC is subject to approval by the Financial Industry Regulatory Authority. Phalanx Partners, LLC is owned and managed by the Company’s President. The purchase was recorded at the historical cost of the net assets of $199,576 acquired for 1,384,487 shares of common stock of the Company from a related party.

Huntwicke Advisors, LLC formerly known as Phalanx Wealth Management, LLC provides investment and financial advice and services to individual and institutional clients. Client’s Investments are held by an unrelated carrying broker-dealer. The Company is registered as an investment advisor with the Securities and Exchange Commission, and is licensed in several states.

Huntwicke Securities LLC formerly known as Phalanx Trading, LLC Company is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority, Inc.(FINRA).

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

Principles of consolidation

The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its subsidiaries. The accompanying financial statements include the active entity of Magnolia Lane Income Fund and its wholly owned subsidiaries, Walker Partners, LLC, Grove Realty Partners, LLC, Butler LLC from October 15, 2015, ~~and~~ Founders Circle, LLC from, August 11, 2016, Huntwicke Advisors, LLC from November 1, 2016 and Huntwicke Securities LLC from November 1, 2016.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Restricted Cash

Restricted cash consists of cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements. The Company’s restricted cash is reserved for real estate taxes on ~~both~~four of its properties.

Concentrations

Concentration in a geographic area

The Company operates in the real estate industry and the operations are concentrated in the State of Massachusetts.

~~As of October 31, 2016 two customers comprised 52% and 48%, respectively of accounts receivable. At April 30, 2016, 100% of accounts receivable was due from one tenant, respectively.~~5

For the six months ended October 31, 2016 we had two clients that represented 20% and 12%, respectively of revenues (related party). For the six months ended October 31, 2015, two tenants represented approximately 17% and 14% of the Company’s revenue.

Rental Property, Net

Rental property assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the asset.

We capitalize replacements and improvements, such as HVAC equipment, structural replacements, windows, appliances, flooring, carpeting and renovations. Ordinary repairs and maintenance, such as unit cleaning, painting and appliance repairs, are expensed when incurred.

Asset		Useful Life (in years)
Building		30 years
Land		Indefinite
Building Improvements		30 years

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the Financial Accounting Standards Board Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period.

There were no potentially dilutive shares outstanding for any periods presented.

Income Taxes

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows the provisions of Income Taxes Topic of the FASB Accounting Standards Codification, which provides clarification on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, disclosure and transition. At ~~October~~January 31, ~~2016~~2017 and April 30, 2016, no significant income tax uncertainties have been included in in the Company’s Balance Sheets. The Company’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the Statements of Operations. No interest and penalties are present for periods open.

6The Company is subject to the United States federal and state income tax examinations by the tax authorities for the 2016, 2015, and 2014 tax years.

The Company is subject to the United States federal and state income tax examinations by the tax authorities for the 2015, 2014, and 2013 tax years.

Investments

The Company’s investments in trading securities are reported at fair value, with unrealized gains and losses included in earnings. The Company will invest its cash proceeds to enhance shareholder value over the long term. The Company will use both short and long term investing strategies. Investments are classified as available tofor ~~trade~~sale.

Securities Transactions

The Company acts as an agent in executing orders to buy or sell OTC and listed securities. It also acts as an agent to purchase private placements. The company charges a commission based on the services the company provides to customers. The services the company provides are in compliance with their approvals granted by FINRA. Customers' securities transactions are recorded on a settlement date basis. The related commission income and expenses are also recorded on the settlement date basis.

Private Placement Transactions

Customers' private placement transactions are recorded on the date escrow is closed. The related commission income and expenses are also recorded on the escrow date. The Company may also recognize a mark-up or a mark-down on transactions in which it acts as a principal. Mark-up and mark-down commissions are generally priced competitively based upon the services the Company provides to its customers and are in compliance with guidance established by FINRA.

Introduction Fee Transactions

Introduction fees are earned from introducing institutions to each other to commence a lease transaction. These transactions are conducted between the two introduced parties and the broker-dealer has no further role after introduction. These transactions are recognized when the transaction closes and the price is fixed and determinable as the broker-dealer never knows if or when a transaction might close. Commission expense is accrued on the date the income is recognized. The amounts are billed quarterly in advance based on the net asset value of assets under management and amortized over the period earned.

The Company earns fees for managing client portfolios through its SEC registered Advisory firm, Huntwicke Advisors.

Property Revenue Recognition

Our commercial property leases are for varied terms ranging from month-to-month to 3 years. Rental income is recognized on a straight-line basis over the term of the lease.

Rent concessions, including free rent incurred in connection with commercial property leases, are amortized on a straight-line basis over the terms of the related leases and are charged as a reduction of rental revenue.

Impairment of Real Estate Investments

The Company assesses on a regular basis whether there are any indicators that the carrying value of rental property assets may be impaired. Potential indicators may include an increase in vacancy at a property, tenant reduction in utilization of a property, tenant financial instability and the potential sale of the property in the near future. An asset is determined to be impaired if the asset’s carrying value is in excess of its estimated fair value.

Due from related party

Represents amounts advanced to an affiliate entity. The money was advanced in anticipation of a merger agreement,which agreement never occurred. The money was repaid on June 2, 2017.

Commission’s payable

Represents amounts owed to registered investments advisors for commissions.

Deferred Revenue

From time to time, rental payments may be paid by tenants, but not earned yet by the Company. Such revenue is initially recorded as a deferred liability and is recognized as revenue once earned. Included in balance are January 31, 2017 are amounts prepaid from clients for investment advisory services. As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, the Company had $496,~~013~~ 844 and $7,459 in deferred revenue, respectively.

Segments

The Company operates in ~~one~~two segment ~~and~~rental ~~therefore~~real ~~segment~~estate ~~information~~and isfinancial ~~not presented~~services.

	For the Three Months Ended							For the Nine Months Ended
	January 31, 2017							January 31, 2017
	Real		Financial					Real			Financial
	Estate		Services		Total			Estate			Services			Total
Revenues	$	105,200	$	714,491	$	819,691		$	279,985		$	714,491		$	994,476
Depreciation	$	37,983	$	-	$	37,983		$	125,750		$	-		$	125,750
Gain / (Loss) from Operations	$	232,020	$	8,797	$	(223,223	)	$	(266,731	)	$	(28,403	)	$	(295,134	)
Segment Assets	$	5,115,643	$	815,741	$	5,931,384		$	5,115,643		$	815,741		$	5,931,384

For the three and nine months ended January 31, 2016 the Company had one business segment, real estate.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which relates to the accounting for employee share-based payments. This standard addresses several aspects of the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” ASU 2016- provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 with early adoption permitted. We do not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.

On November 17, 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU No. 2016-18 is effective for public business entities for fiscal years beginning after December 15, 2017. We do not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.

NOTE 4 – GOING CONCERN

The ~~accompanying~~ accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying consolidated financial statements,. ~~the~~The Company ~~had~~has recognized losses and an accumulated deficit of $~~780~~962,~~306~~483. These conditions raise substantial doubt about its ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

NOTE 5 – RENTAL PROPERTY, NET

Rental Property, Net consisted of the following at ~~October~~January 31, ~~2016~~2017 and April 30, 2016:

	October 31, 2016			April 30, 2016
	January 31, 2017			April 30, 2016
Land		583,411			358,958
Buildings		4,580,203			3,647,917
Leasehold Improvements		149,860			149,860
Accumulated Depreciation		(~~888~~926,~~021~~003	)		(758,050	)
Net, Real Estate Investments		4,~~425~~387,~~453~~471			3,398,685

~~As of October 31, 2016 and April 30, 2016, real estate investments consisted of four and three properties, respectively:~~9

As of January 31, 2017 and April 30, 2016, real estate investments consisted of four and three properties, respectively:

58 Main St. Topsfield, Ma 01983

● Description: 4,000 Square foot, Commercial Building ● Status: Rented 100% occupancy. Lease term: 3-Year ● Owner: Walker Partners, LLC ● Purchase Price: $503,000 ● Mortgage Debt as of ~~October~~January 31, ~~2016~~2017 and April 30, 2016: $~~516~~511,~~342~~800 and $525,322, respectively

7 Grove St., Topsfield, Ma 01983

	●	Description: 12,000 Square foot, Business Office, Retail and Professional Space

	●	Status: Rented at 100% occupancy. Lease term: 3-Year

	●	Owner: Grove Realty Partners, LLC

	●	Purchase Price: $2.025 million

	●	Mortgage Debt: On November 1, 2015 WS Advantage elected to convert its mortgage of $1,425,982 and accrued interest of $117,625 in Grove Realty into 203,711 shares of common stock ($7.58 per share)

6 Park St., Topsfield, Ma 01983

	●	Description: 4,500 Square foot, Business Office, Retail and Professional Space

	●	Status: Rented at 70% occupancy. Lease term: Monthly

	●	Owner: Butler Cabin, LLC

	●	Purchase Price: $1.19 million

36-42 Main Street, Topsfield, MA 01983

● Description: 8000 Square foot, Business Office, Retail and Professional Space ● Status: Rented at 100% occupancy. Lease term: Monthly ● Owner: Founders Circle Partners, LLC ● The Company issued a total of 170,831 shares of common stock valued at the historical cost of the assets acquired of $1,~~193~~190,~~739~~815

Depreciation expense for the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016 totaled $4037,~~939~~983, $87125,~~767,~~750 $2325,~~611~~594 and $4772,~~224~~818, respectively.

NOTE 6 – ~~MORTGAGE~~COMMISSION ~~AND~~RECEIVABLE ~~RELATED~~FROM ~~PARTY~~BROKER-DEALERS ~~NOTES~~AND ~~PAYABLE~~CLEARING ORGANIZATIONS

Amounts receivable from broker-dealers and clearing organizations at January 31, 2017 consist of the following:

Fees and commissions receivable

14,441

NOTE 7 – MORTGAGE AND RELATED PARTY NOTES PAYABLE

58 Main Street

On January 16, 2014, the Company assumed a mortgage note payable to a third-party, unrelated to the seller, on the property located at 58 Main Street, Topsfield, Massachusetts. The note bears interest at 4.875% per annum and is due August 26, 2019. Monthly principle and interest payments totaling $4,435 started on September 26, 2009 and will continue through the maturity date. The mortgage note is secured by the underlying property. At maturity, the balloon payment of $481,454 will be due in full. The remaining principal balance as of ~~October~~January 31, ~~2016~~2017 and April 30, 2016 is $~~516~~511,~~342~~800 and $525,322, respectively.

9Future principle requirements on long-term debt for fiscal years ending after January 31, 2017 are as follows:

Future principle requirements on long-term debt for fiscal years ending after October 31, 2016 are as follows:

Mortgage Payable
For fiscal year ending	Future Payout
2016	$	13,305
2017		53,220
2018		53,220
2019 and thereafter		392,055
Total	$	511,800

Mortgage Payable
For fiscal year ending	Future Payout
2016	$	26,610
2017		53,220
2018		53,220
2019 and thereafter		383,292
Total	$	516,342

NOTE 8 – SECURED LINE OF CREDIT

NOTE 7 – SECURED LINE OF CREDIT

On October 14, 2015, by, between and among Grove Realty Partners (the “Borrower”) and Brian Woodland, individually, entered into a $1,000,000 secured revolving line a credit with a financial institution. The Guarantor has agreed to guaranty the obligations of the Borrower. The line of credit is securitized by the property at 7 Grove Street and as well as the personal guarantee of Brian Woodland.

The revolving line of credit note (hereinafter referred to as the “Note”), made by the Borrower and payable to the order of the bank, at the initial per annum rate of 265 basis points above LIBOR (3.086% as of April 30, 2016), floating for two (2) years. The Note shall provide for monthly payments of interest only for the first two (2) years of the term. Thereafter, the Note shall for the next five (5) years of the Loan term provide for monthly payments of principal and interest based upon the 5/15 Federal Home Loan Bank Rate plus 200 basis points. Monthly payments of principal and interest shall be made based upon a 25-year amortization schedule, with a final payment of the unpaid principal balance, interest, fees and late charges, if any, due on October 14, 2022.

As of ~~October~~January 31, ~~2016~~ 2017 and April 30, 2016, the Company has drawn down a total of $956,113 and $956,113 and recorded accrued interest of $1,861 and $2,465, respectively.

NOTE 89 – FUTURE RENTS AND TENANT CONCENTRATION

The Company’s revenue is derived from property leases with varied lease terms. The following table represents future minimum rents to be received under non-cancelable leases with terms of twelve months or more as of ~~October~~January 31, ~~2016~~2017:

Future Rents
For fiscal year ending
2016	$	95,160
2017	$	63,776
2017		126,145
2018		214,397
2018		51,040
2019		111,978
2019		7,600
	$	390,151
	$	279,945

For the ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 we had ~~two~~one ~~clients~~client that represented 206% ~~and 12%, respectively~~ of revenues (related party). For the ~~six~~nine months ended ~~October~~January 31, ~~2015~~ 2016, two tenants represented approximately 1725% and 1415% of the Company’s revenue.

~~NOTE 9 – RELATED PARTY TRANSACTIONS~~11

NOTE 10 – RELATED PARTY TRANSACTIONS

Related parties to the Company include, but are not limited to, officers, directors, and shareholders. From time to time, the Company receives loans and advances from Phalanx Partners and WS Advantage LP for working capital purposes. Phalanx Partners and WS Advantage LP formerly held equity interests in Grove Realty Partners, LLC and Walker Partners, LLC and are currently shareholders and controlled by the Company’s president.

An aggregate of $~~511~~555,~~452~~930 and $504,218 has been received from related parties for working capital purposes and debt and expenses paid on the Company’s behalf at January 31, 2017 and April 30, 2016, respectively. These advances are interest-free and payable upon demand. During the three and ~~six~~nine month ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~ 2016 the Company imputed interest expense of $75,~~524~~569, $1520,~~127~~696, $7,603 and $1522,~~206~~798, ~~respectively. During the six months ended October~~ ~~31, 2016 and 2015, the related party received repayments from the Company $0 and $0~~ respectively~~, to fund operations~~.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016 revenue included $18,000., $3654,000, $918,~~000~~615 and $1836,~~000~~615, respectively, in rental income from Phalanx Partners who is owned by our Principal and Shareholder, who occupies an office in one of the Company’s properties.

During the three and six months ended October 31, 2016 a 36% and 83% owner in Founders Circle paid us rental income of $3,750 and $7,500, respectively.

On November 1, 2015 WS Advantage elected to convert its mortgage of $1,425,982 and accrued interest of $117,625 in Grove Realty into 203,711 shares of common stock ($7.58 per share).

On August 11, 2016, ~~Huntwicke Capital Group Inc. (F/K/A Magnolia Lane Income Fund) (~~ the “Company”) entered into a “Magnolia Lane Share Issuance Agreement” with a subsidiary, Butler Cabin, LLC. (“Butler”), in which the Company purchased from Butler the remaining ownership interest (36%) of real property located at 6 Park Street, Topsfield, MA 01983 from a related party. As consideration for the purchase, the Company agreed to issue Butler 61,396 shares of common stock of the Company valued at $431,~~505~~050 ($7.02 per share) from a related party. The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983. The transaction was recorded at the net asset value of the non-controlling interest on the date of acquisition.

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement” with Founders Circle Partners, LLC (“Founders”) (Related Party) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. The purchase was recorded at the historical cost of the net assets acquired for 170,831 shares of common stock valued at $1,~~208~~190,~~500~~815 ($7.07 per share) of the Company from a related party.

On October 31, 2016, the Company converted a $500,000 advance from an entity controlled by Company’s President into 71,429 shares of common stock ($7.00 per share).

On October 31, 2016, the Company President returned to the treasury and ~~canceled~~cancelled 1,115,426 shares of common stock (at par value of $.0001).

~~NOTE 10 – STOCKHOLDERS’ EQUITY~~12

On November 1, 2016, the Company entered into a Share Agreement with WS Advantage LP whereby the Company issued 125,000 shares of the Company’s common stock to WS Advantage LP (Related Party) 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 Company will close the transaction pending receipt of 2 years of GAAP based audited financial statements.

On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC. (Related Party) whereby the Company issued 1,384,487 shares of the Company’s common stock to Phalanx Partners, LLC. (Related Party) in exchange for all the interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. The acquisition of Huntwicke Securities LLC. (Related Party) is subject to approval by the Financial Industry Regulatory Authority. Phalanx Partners, LLC. (Related Party) is owned and managed by the Company’s President. As such, the Company recorded the Asset at its historical cost of $199,576. The effective closing date for this transaction was November 1, 2016.

NOTE 11 – STOCKHOLDERS’ EQUITY

Common stock

Common Stock includes 200,000,000 shares authorized at a par value of $0.0001.

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement” with a subsidiary, Butler Cabin, LLC. (“Butler”), in which the Company purchased from Butler the remaining ownership interest (36%) of real property located at 6 Park Street, Topsfield, MA 01983. As consideration for the purchase, the Company agreed to issue Butler 61,396 shares of common stock of the Company valued at $~~428~~431,~~344~~050. The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983. The transaction was recorded at the net asset value of non-controlling on the date of acquisition.

On August 11, 2016, the Company entered into an agreement with Founders Circle Partners, LLC (“Founders”) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. The purchase was recorded at the historical cost of the net assets acquired for 170,831 shares of common stock of the Company. Below are the pro-forma financial statements as if the Founders Circle Partners, LLC had been acquired on April 1, 2016.

The acquisition date estimated fair value of the consideration transferred consisted of following:

Total assets acquired	$	1,208,~~123~~122
Liabilities assumed		14(17,~~384~~307	)
Total purchase price	$	1,~~193~~190,~~739~~815

11On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC. (Related Party) whereby the Company issued 1,384,487 shares of the Company’s common stock to Phalanx Partners, LLC. (Related Party) in exchange for all the interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. The acquisition of Huntwicke Securities LLC. (Related Party) is subject to approval by the Financial Industry Regulatory Authority. Phalanx Partners, LLC. (Related Party) is owned and managed by the Company’s President. As such, the Company recorded the Asset at its historical cost. The effective closing date for this transaction was November 1, 2016.

~~On August 11, 2016, the Company entered~~ The ~~into~~acquisition adate ~~agreement~~estimated ~~with~~fair ~~Founders~~value ~~Circle~~of ~~Partners, LLC whereby~~ the ~~Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. As~~ consideration ~~for~~transferred ~~the~~consisted ~~purchase, the Company agreed to issue Founders 170,831 shares~~ of common stock of the Company valued at $1,193,739 the historical depreciated basis of the asset acquired. Founders Circle Partners, LLC. is an entity controlled by Brian Woodland and President and Chief Financial Officer of the Company. As such, the Company recorded the Asset at its historical cost. The effective closing date for this transaction was August 11, 2016.following:

	Huntwicke Capital Group for the six months ended October 31, 2016			Founders Circle Partners, LLC from May 1, 2016 to August 11, 2016 date of acquisition		Pro-Forma Adjustments		Pro-Forma Amount
Total assets acquired	$	315,637
Revenue	$	174,785		$	54,250	$	-	$	229,035
Liabilities assumed		(116,061	)
Operating expenses		246,696			40,111		-		286,807
Total purchase price	$	199,576
LOSS FROM OPERATIONS		(71,911	)		14,139		-		(57,772	)
Other expenses		(3,846	)		-		-		(3,846	)
(Loss) income before provision for income taxes		(75,757	)		14,139		-		(61,618	)
INCOME ATTRIBUTABLE TO - NON CONTROLLING INTEREST		(2,545	)		-		-		(2,545	)
NET LOSS	$	(73,212	)	$	14,139	$	-	$	(59,073	)
Weighted shares outstanding basic and diluted									2,103,379
Net Loss per share								$	(0.03	)

~~On October 31, 2016, the Company converted a $500,000 advance from an entity controlled by Company’s President into 71,429 shares of common stock ($7.00 per share).~~13

OnHUNTWICKE ~~October~~CAPITAL 31GROUP, ~~2016, the Company President returned to the treasury and canceled 1,115,426 shares of common stock (at par value of $~~INC.~~0001).~~

PROFORMA CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED JANUARY 31, 2017

	Huntwicke Captial Group for the nine months ended January 31, 2017			Founders Circle Partners, LLC from May 1, 2016 to August 11, 2016 date of acquisition		Huntwicke Securities LLC from May 1, 2016 to November 1, 2016 date of acquisition		Huntwicke Advisors, LLC from May 1, 2016 to November 1, 2016 date of acquisition			Pro-Forma adjustments		Unaudited condensed nine months ended January 31, 2017 pro-forma amount
Revenues	$	994,476		$	54,250	$	1,577,995	$	62,717		$	-	$	2,689,438
Operating expenses		1,289,610			40,111		1,483,663		141,302			-		2,954,686

LOSS FROM OPERATIONS		(295,134	)		14,139		94,332		(78,585	)		-		(265,248	)

Other expenses		-			-		-		-			-		-

(Loss) income before provision for income taxes		(295,134	)		14,139		94,332		(78,585	)		-		(265,248	)

Other Income		37,200			-		-		-			-		37,200

NET INCOME / (LOSS)	$	(257,934	)	$	14,139	$	94,332	$	(78,585	)	$	-	$	(228,048	)

Weighted shares outstanding basic and diluted														3,245,267
Net Loss per share													$	(0.07	)

On November 1, 2015, the Company issued 169,256 shares of common stock valued at $1,184,792 ($7.00 per share) to a related party to purchase the remaining minority interest in Butler Cabin LLC. Subsequent to November 1, 2015, the parties elected to rescind the share issuance. As of April 30, 2016, the shares were returned to the treasury.

On August 11, 2016, the Company entered into an agreement with Founders Circle Partners, LLC whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. As consideration for the purchase, the Company agreed to issue Founders 170,831 shares of common stock of the Company valued at $1,193,739 the historical depreciated basis of the asset acquired. Founders Circle Partners, LLC. is an entity controlled by Brian Woodland, President and Chief Financial Officer of the Company. As such, the Company recorded the Asset at its historical cost of $431,050. The effective closing date for this transaction was August 11, 2016.

On October 31, 2016, the Company converted a $500,000 advance from an entity controlled by Company’s President into 71,429 shares of common stock ($7.00 per share). See Note 10.

On October 31, 2016, the Company President returned to the treasury 1,115,426 shares of common stock (at par value of $.0001). See Note 10.

On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC, whereby the Company issued 1,384,487 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. The acquisition of Huntwicke Securities LLC is subject to approval by the Financial Industry Regulatory Authority. Phalanx Partners, LLC. is owned and managed by the Company’s President. As such, the Company recorded the Asset at its historical cost of $199,576. The effective closing date for this transaction was November 1, 2016.

Preferred stock

Preferred stock includes 100,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.

On November 12, 2015, the board of directors of the Company authorized a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (the “Certificate of Designation”), designating five (5) shares of Series A Preferred stock. Each share of Series A Preferred Stock shall: ~~(i)~~be ~~have~~entitled to vote on all matters submitted or required to be submitted to a ~~par~~vote ~~value~~of the stockholders of ~~$0.0001~~the ~~per~~Corporation and shall be entitled to two votes for each whole share, of Common Stock (iitwo (2) ~~rank~~ onis ~~parity~~referred ~~with~~as the ~~Company's~~“Vote ~~common~~Multiplier” ~~stock~~hereunder), ~~and~~at ~~any~~the ~~class~~record ofdate for ~~series~~the determination of ~~capital~~stockholders ~~stock~~entitled ~~hereafter~~to ~~created,~~vote ~~and~~on ~~(iii)~~such bematters ~~convertible into~~or, ~~one~~if ~~share~~no ofsuch ~~common~~record ~~stock~~date is established, at the ~~option~~date such vote is taken or any written consent of ~~the~~stockholders ~~holder~~is ~~until~~solicited. ~~January~~In 1each case, ~~2017~~except ~~after~~as ~~which~~otherwise ~~the~~required ~~right~~by tolaw ~~convert~~or toexpressly provided ~~common~~herein, ~~stock ceases.~~the ~~Holders~~holders of ~~the~~shares of Series A Preferred ~~are~~Stock ~~entitled~~and toCommon Stock shall vote ontogether ~~all~~and ~~matters~~not ~~submitted~~as toseparate classes. Upon any liquidation, dissolution or winding-up of the ~~Company's~~Corporation, ~~stockholders~~whether ~~and~~voluntary ~~are entitled~~or toinvoluntary, ~~such~~for ~~number~~each share of ~~votes~~Series A asPreferred isStock, ~~equal~~the Holders shall not be entitled to ~~the~~receive ~~number~~any amount out of ~~shares~~the assets, whether capital or surplus, of the Corporation. The Series A Preferred ~~stock~~Stock ~~such~~may ~~holder~~be ~~owns.~~redeemed ~~The~~by ~~holders~~the Corporation at no consideration to, and with no further action required on the part of, ~~Series~~the AHolders. Effective ~~Preferred~~on ~~stock~~March ~~are~~23, ~~not~~2016, ~~entitled~~with tothe filing ~~any~~of ~~dividends~~the ~~declared~~amendment byto the Company's Articles of Incorporation with the Nevada Secretary of State, ~~nor~~specifically doa ~~such~~Certificate of ~~holders~~Designation, ~~have~~the ~~any~~Company ~~liquidation~~amended its Articles of Incorporation to designate five (5) shares of its authorized preferred stock ~~preferences~~as orSeries ~~any~~A ~~other~~Preferred ~~asset~~Stock ~~distribution~~with specific rights asand itpreferences. ~~relates~~On tothat same date, the Company issued one share to its President valued at $0.

Additional paid in Capital

During the ~~six~~three and nine months ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016 the Company recorded imputed interest on stockholders’ loans of $155,~~127~~569, ~~and~~$20,696, $157,~~206~~603 and $22,798, respectively.

NOTE 1112 – SUBSEQUENT EVENTS

On March 30, 2017, retroactive to November 1, 2016, the Company ~~entered~~rescinded ~~into~~an aagreement ~~Share~~to ~~Agreement~~purchase ~~with~~from ~~Phalanx~~WS ~~Partners,~~Advantage ~~LLC,~~LP whereby the Company issued 96125,~~199~~000 shares of the Company’s common stock to ~~Phalanx~~WS ~~Partners,~~Advantage ~~LLC.~~LP in exchange for all ~~the~~of ~~interest~~WS inAdvantage ~~Huntwicke~~LP’s ~~Securities~~interest ~~LLC~~in ~~and Huntwicke~~Riversky ~~Advisors~~Realty LLC, ~~LLC.~~which ~~The~~owns ~~acquisition~~the ofproperty ~~Huntwicke~~located ~~Securities~~at ~~LLC~~17/19 isMain ~~subject~~Street, toTopfield, ~~approval by the Financial Industry Regulatory Authority~~MA. ~~Phalanx~~WS ~~Partners,~~Advantage ~~LLC.~~LP is owned and managed by the Company’s President. The Company will close the transaction pending receipt of 2 years of GAAP based audited financial statements.

On ~~November~~ 1June 2, ~~2016~~2017, ~~the Company entered into~~ a related ~~Share~~entity ~~Agreement~~repaid ~~with~~$13,000 WSowed ~~Advantage~~to ~~LP whereby~~ the Company ~~issued 125,000 shares of~~. The ~~the~~money ~~Company’s~~was ~~common~~advanced ~~stock to WS Advantage LP~~ in ~~exchange~~anticipation ~~for all~~ of WSa ~~Advantage~~closing ~~LP’s~~and ~~interest~~then inrepaid ~~Riversky~~when ~~Realty LLC, which owns~~ the ~~property~~closing ~~located at 17/19 Main Street, Topfield, MA~~failed. WSThe ~~Advantage~~money LPwas isrepaid ~~owned~~on ~~and~~June ~~managed by the Company’s~~2nd, ~~President~~2017.

1215

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

Huntwicke Capital Group, Inc. formerly known as Magnolia Lane Income Fund (the “Company”) was incorporated in the state of Delaware on May 12, 2009. We were formed to commence business as a stock agent in the wool trade.

In connection with the Stock Purchase Agreement, we have ceased pursuing our prior business plan and have begun focusing on our new business which is to manage and invest in real property. Our current Chief Executive Officer and sole director, Brian Woodland, has numerous years in the real estate acquisition, syndication and asset management business. We intend to acquire real estate in small markets with high degrees of safety to provide income streams to our shareholders. In addition, we will develop, syndicate, manage and acquire property for capital appreciation.

In connection with this change of control and change of business, we conducted a name change and reverse stock split. On August 1, 2013, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to change its name from “Palmerston Stock Agency, Inc.” to “Magnolia Lane Income Fund” (the “Name Change”) and to memorialize a 1:8 reverse stock split (the “Stock Split”). The Amendment was effective as of August 1, 2013.

On January 16, 2014, the Company entered into an LLC Membership Interest Purchase and Sale Agreement with Magnolia Lane Financial, Inc. (the “Agreement”). Pursuant to the Agreement, we acquired all rights, title and interest to all assets of Magnolia Lane Financial, including the assets acquired in the Acquisition Agreements, for a total purchase price of $3,000.

1316

On October 15, 2015, the Company paid a total of $761,355 for the purchase of 64% of Butler Cabin LLC. This entity is controlled by our President, a principal of Butler Cabin LLC.

On November 12, 2015, the Company changed domicile from the State of Delaware to the State of Nevada by filing Articles of Domestication and Articles of Incorporation with the Secretary of State of Nevada.

On March ~~August 11~~23, 2016, the Company ~~entered~~filed ~~into~~an ~~share~~amendment ~~issuance~~to ~~agreement with a subsidiary, Butler Cabin, LLC. (“Butler”), in which~~ the Company's ~~purchased~~Articles ~~from~~of ~~Butler~~Incorporation with the ~~remaining~~Nevada ~~ownership~~Secretary ~~interest (36%)~~ of ~~real property located~~State, atspecifically 6a ~~Park~~Certificate ~~Street,~~of ~~Topsfield~~Designation, ~~MA 01983. As consideration for the purchase, the Company agreed~~ to ~~issue~~designate ~~Butler~~five ~~61,396~~(5) shares of ~~common stock~~its ofauthorized ~~the~~preferred ~~Company.~~stock ~~The~~as ~~Company~~Series ~~now~~A ~~owns~~Preferred Stock awith ~~100%~~specific ~~interest~~rights inand 6preferences. ~~Park~~On ~~Street~~March 23, ~~Topsfield~~2016, ~~MA 01983. The transaction was recorded at~~ the ~~net~~Company ~~asset~~issued ~~value~~one share of the onSeries ~~the~~A ~~date~~Preferred ofstock ~~acquisition~~to is President.

On August 11, 2016, the Company entered into share issuance agreement with a subsidiary, Butler Cabin, LLC. (“Butler”), in which the Company purchased from Butler the remaining ownership interest (36%) of real property located at 6 Park Street, Topsfield, MA 01983. As consideration for the purchase, the Company agreed to issue Butler 61,396 shares of common stock of the Company. The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983. The transaction was recorded at historical cost.

On August 11, 2016, the Company entered into a share issuance agreement with Founders Circle Partners, LLC (“Founders”) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. The purchase was recorded at the historical cost of the net assets acquired for 170,831 shares of common stock of the Company.

On September 19, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation to change the name of the Company from “Magnolia Lane Income Fund” to “Huntwicke Capital Group Inc.” (the “Name Change”).

On September 19, 2016, the Company filed the Name Change and a request for a ticker symbol change with the Financial Industry Regulatory Authority (“FINRA”). On September 23, 2016, FINRA announced the Name Change and the ticker symbol of the Company changed from “MIFC” to “HCGI”.

On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC, whereby the Company issued 961,~~199~~ 384,487 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. The acquisition of Huntwicke Securities LLC is subject to approval by ~~the Financial Industry Regulatory Authority~~FINRA. Phalanx Partners, LLC. is owned and managed by the Company’s President.

On November 1, 2016, the Company entered into a Share Agreement with WS Advantage LP whereby the Company 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. On March 30, 2017, the Company and WS Advantage LP amended the Share Agreement, effective as of November 1, 2016, that a condition of closing will be the successful audit of Riversky Realty LLC. On April 27, 2017, the Company and WP Advantage mutually agreed to continue to work on the successful closing of the transaction, and that WS Advantage LP will return the 125,000 shares previously issued by the Company until the successful audit is complete, which is a condition for the closing of the transaction. The 125,000 shares have been returned to the Company.

Our Operating Strategy

Our business plan is focused on managing real property. Specifically, we intend to acquire real estate in small markets with high degrees of safety to provide income streams to our shareholders. In addition, we will develop, syndicate, manage and acquire property for capital appreciation. In addition, our financial services businesses manage financial portfolios and assets for a fee and clear private placement transactions for high net worth customer and institutional customer.

On November ~~December 23~~1, ~~2013~~2016, athe ~~shareholder~~Company ~~of ours, Magnolia Lane Financial,~~ entered into ~~three~~a ~~separate~~Share ~~LLC~~Agreement ~~Membership~~with ~~Interest~~Phalanx ~~Purchase and Sale Agreements for the acquisition of two limited liability companies, Grove Realty~~ Partners, LLC ~~and Walker Partners~~, ~~LLC~~whereby (the ~~“Acquisition~~Company ~~Agreements”). Pursuant~~issued ~~to the Acquisition Agreements~~1,384,487 shares ~~Magnolia Lane Financial acquired 100%~~ of the ~~equity~~Company’s ~~interests~~common instock ~~Grove~~to ~~Realty~~Phalanx Partners, ~~LLC~~ ~~and Walker Partners,~~ LLC. Asin ~~consideration~~exchange for all the ~~acquisition,~~interest ~~Magnolia~~in ~~Lane~~Huntwicke ~~Financial transferred 134,574 shares of our Common~~Securities ~~Stock~~LLC ~~to WS Advantage~~ and ~~Phalanx~~Huntwicke ~~Wealth~~Advisors, ~~Management (the “Consideration Shares”)~~LLC. ~~For~~The ~~purposes~~acquisition of ~~the~~Huntwicke ~~Acquisition Agreements,~~Securities ~~the~~LLC ~~parties~~is ~~valued~~subject ~~the~~to ~~shares~~approval atby ~~$16~~FINRA.60 ~~per~~Phalanx ~~share for a total purchase price of $2~~Partners,~~233,928~~ LLC. ~~Prior~~is ~~to this transaction, Magnolia Lane Financial~~ owned ~~1,250,000 shares of our common stock~~ and ~~now~~managed ~~owns~~by ~~1,115,426~~the ~~shares~~Company’s ~~of our common stock~~President. WSPursuant ~~Advantage, LP~~to ~~owns~~these ~~115~~acquisitions,~~347~~ ~~shares~~the ofCompany ~~our~~is ~~common~~now ~~stock~~also ~~and~~involved ~~Phalanx~~in the ~~Partners,~~securities ~~LLC owns 19,227 shares of our common stock~~business.

~~On January 16~~Huntwicke Advisors, ~~2014~~LLC, ~~the~~is ~~Company entered~~a ~~into~~Registered anInvestment ~~“LLC~~Advisory ~~Membership~~that ~~Interest~~is ~~Purchase~~registered ~~and Sale Agreement”~~ with ~~Magnolia Lane Financial, Inc. (~~the ~~“Agreement”)~~SEC. ~~Pursuant~~ toHA ~~the~~manages ~~Agreement,~~client weportfolios ~~acquired~~for ~~all~~our ~~rights, title and interest to all assets of Magnolia Lane Financial, including the~~clients ~~assets acquired~~ in ~~the~~individual ~~Acquisition~~account ~~Agreements,~~that ~~for~~are acustodied ~~total~~with ~~purchase~~Fidelity ~~price of $3,000~~Investments.

~~On August 11, 2016, the Company~~Hunwicke ~~entered~~Securities ~~into~~is a ~~“Magnolia~~FINRA ~~Lane~~registered ~~Share~~Broker ~~Issuance~~Dealer. ~~Agreement”~~HS ~~with~~conducts abusiness ~~subsidiary, Butler Cabin, LLC. (“Butler”),~~ in ~~which~~an ~~the~~agency ~~Company~~capacity ~~purchased~~and ~~from~~specializes ~~Butler~~in ~~the~~private ~~remaining~~placements such ~~ownership~~as ~~interest~~1031 ~~(36%) of real property located at 6 Park Street~~exchanges, ~~Topsfield, MA~~LIHTC ~~01983~~funds ~~from~~and aleverage ~~related~~lease ~~party.~~transactions ~~As consideration~~ for ~~the~~high ~~purchase,~~net ~~the~~worth ~~Company~~investors ~~agreed~~and toinstitutional ~~issue Butler 61,396 shares of common stock of the Company valued at $431,050~~clients. ~~The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983.~~

14During the next twelve months, the Company plans to continue to maintain and extend our current tenant base and maintain our buildings in excellent condition. We want to grow our real estate holdings over the next twelve months by adding to our portfolio of assets and holding real estate that are in excellent condition and are beneficial to the communities which we hold real estate assets.

OnAs ~~August~~for ~~11,~~Huntwicke ~~2016~~Advisors, LLC, ~~the~~we ~~Company~~plan ~~entered~~to ~~into~~increase aour ~~“Magnolia~~assets ~~Lane~~under ~~Share~~management ~~Issuance~~on ~~Agreement”~~the RIA side with ~~Founders Circle~~new ~~Partners~~accounts, ~~LLC~~growth ~~(“Founders”)~~of ~~whereby~~assets ~~the~~and ~~Company~~acquiring ~~purchased~~other good ~~from~~advisors. ~~Founders~~As ato ~~100%~~Huntwicke ~~interest~~Securities, insubject ~~real~~to ~~property~~FINRA ~~located at~~approval ~~36-42~~on ~~Main~~the ~~Street~~acquisition, ~~Topsfield,~~we MAplan ~~01983.~~to ~~The~~continue ~~purchase~~to ~~was~~grow ~~recorded at~~ the ~~historical~~business with ~~cost~~our oftransaction ~~the~~volume ~~net~~and ~~assets~~also ~~acquired~~attract ~~for~~other ~~170,831 shares~~solid ofand ~~common~~experienced ~~stock~~registered representatives.

~~As of October 31, 2016, real estate that we, through our subsidiaries, owned consisted of four properties:~~17

As of January 31, 2017, 2016, real estate that we, through our subsidiaries, owned consisted of four properties:

7 Grove Street, Topsfield, Ma 01983

	●	Description: 12,000 Square foot, Business Office, Retail and Professional Space

	●	Status: Rented at 100% occupancy. Lease term: 3-Year

	●	Owner: Grove Realty Partners, LLC

	●	Purchase Price: $2.025 million

	●	Mortgage Debt: On November 1, 2015, WS Advantage elected to convert its mortgage of $1,425,982 and accrued interest of $117,625 in Grove Realty into 203,711 shares of common stock ($7.58 per share)

58 Main Street, Topsfield, Ma 01983

●

Description: 4,000 Square foot, Commercial Building

●

Status: Rented 100% occupancy. Lease term: 3-Year

	●	Owner: Walker Partners, LLC

	●	Purchase Price: $503,000

● Mortgage Debt as of ~~October~~January 31, ~~2016 and April 30, 2016~~2017: $~~516~~511,~~342 and $525,322, respectively~~800

6 Park St., Topsfield, Ma 01983

	●	Description: 4,500 Square foot, Business Office, Retail and Professional Space

	●	Status: Rented at 70% occupancy. Lease term: Monthly

	●	Owner: Butler Cabin, LLC

	●	Purchase Price: $1.19 million

36-42 Main Street, Topsfield, MA 01983

~~Limited Operating History~~18

We have only begun generating modest revenue, have a limited financial history and have limited capital. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Going Concern

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.

Results of Operations

For the three months ended ~~October~~January 31, ~~2016~~ 2017 and ~~2015~~2016

Revenue

Our rental revenue for the three months ended ~~October~~January 31, ~~2016~~2017 was $96105,~~417~~200 as compared to $6476,~~017~~843 in revenue for the three months ended ~~October~~January 31, ~~2015~~2016. The increase of $3228,~~400~~357 was primarily due to the Company’s purchase of Butler Cabin LLC and Founders Circle Partners, LLC which resulted in increased rental revenue. Our financial services revenue was $714,491 for the three month period ended January 31, 2017 as compared to 0 for the three month period ended January 31, 2016.

Operating Expense

Operating expenses for the three months ended ~~October~~January 31, ~~2016~~2017 totaled $~~126~~1,~~371~~042,914, aan ~~decrease~~increase of $28943,~~749~~556 as compared with operating expenses of $~~155~~99,~~120~~358 for the three-month period ended ~~October~~January 31, ~~2015~~2016. This ~~decrease~~increase was due mainly to ~~reduced~~ increased professional fees and interest expense~~. Our operating expenses for the three months ended October 31~~, ~~2016~~higher ~~consisted~~general ~~of $26,872 in operating costs, $32,698 in professional fees, $10,628 in repairs~~ and ~~maintenance,~~administrative ~~$40~~expense,~~938~~ ~~in depreciation~~ and ~~$15,235 in~~commission ~~interest~~ expense.

Net Loss

During the three months ended ~~October~~ January 31, 2017 ~~2016~~ and ~~2015~~2016, we incurred a net loss of $33186,~~639~~023 and $8922,~~695~~515 respectively, aan ~~decrease~~increase of $56163,~~056~~508. This ~~decrease~~increase was due mainly to increased ~~rental~~professional ~~revenue~~fees and interest expense, higher general and administrative expense, and commission expense.

For the ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016

Revenue

~~Revenues~~Our rental ~~were~~revenue was $~~174~~279,~~785~~985 for the ~~six~~ nine months ended ~~October~~January 31, ~~2016~~2017 as compared to $~~126~~203,~~835~~678 in revenue for the ~~six~~nine ~~months~~month period ended ~~October~~January 31, ~~2015~~2016, an increase in revenue of $4776,~~950~~307. This increase was primarily due to the Company’s purchase of Butler Cabin LLC and Founders Circle Partners, LLC which resulted in increased rental revenue. Our financial services revenue was $714,491 for the nine months ended January 31, 2017 as compared to 0 for the nine months ended January 31, 2016.

Operating Expense

Operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 totaled $~~246~~1,~~696~~289,610, aan ~~decrease~~increase of $22921,~~233~~323 as compared with operating expenses of $~~268~~368,~~929~~287 for the ~~six~~nine month period ended ~~October~~January 31, ~~2015~~2016. This ~~decrease~~increase was due mainly to ~~reduced~~increased professional fees and interest expense~~. Our operating expenses for the six months ended October 31~~, ~~2016,~~higher ~~consisted~~general ~~of $40,821 in operating costs, $64,509 in professional fees, $16,669 in repairs~~ and ~~maintenance,~~administrative ~~$87~~expense,~~767~~ ~~in depreciation~~ and ~~$36,930~~commission ~~in interest~~ expense.

Net Loss

During the ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016, we incurred a net loss of $75257,~~757~~934 and $~~133~~156,~~586~~101, respectively, a ~~decrease~~an ofincrease of $57101,~~829~~833. ~~Increased~~This ~~rental~~increase ~~revenue~~was due mainly to ~~the~~increased ~~Company’s~~professional ~~purchase~~fees ~~of Butler Cabin LLC~~ and ~~Founders~~interest ~~Circle Partners~~expense, ~~LLC~~ ashigher ~~well~~general asand ~~reduced~~administrative expense, ~~professional fees~~ and ~~interest~~commission expense.

Capital Resources and Liquidity

As of ~~October~~January 31, ~~2016~~2017, we had $~~241~~946,~~994~~435 cash on hand and ~~net~~a ~~cash~~working ~~provided~~capital ~~by operating activities~~ of $123,~~730~~257,648. Management believes our increasing cash provided by our secured line of credit and the availability of loans from related parties will be adequate to sustain our operations at the current level for the next twelve months. Should we not be able to meet our current financial needs, the Company will seek alternative methods of financing, such as issuing convertible debt or introducing additional shares of its common stock into the market.

Net cash provided by operating ~~activities~~ activities was $12375,~~730~~286 ~~for the six months ended October 31, 2016~~ as compared to net cash used in by operating activities of $5127,~~043~~ 728 for the ~~six~~nine ~~October~~months ended January 31, ~~2015,~~2016. ~~reflecting~~This aincrease is ~~decrease~~primarily inattributed ~~our~~to ~~net~~increased ~~loss~~commissions ~~which~~payable ~~was~~and ~~partially~~deferred ~~offset~~revenue byassociated ~~increases~~with ~~accounts~~Company’s ~~receivable and~~financial ~~security deposits~~services divisions.

Net cash used in investing activities was $~~470~~124,~~835~~958 ~~for~~as ~~the~~compared ~~six~~to ~~months~~net ~~ended~~cash ~~October 31, 2016 and reflects amounts~~ used ~~for investments~~ in ~~securities~~investing activities of $~~490~~1,~~000~~188,395 ~~and advances~~ for ~~acquisitions~~the ofnine ~~$64,146~~month ~~which~~period ~~was~~ended ~~partial~~January ~~offset by cash acquired from non controlling interest of $83~~31,~~111.~~ ~~Net cash~~2016. ~~used~~This indecrease ~~investing~~is ~~activities~~primarily ~~was~~attributable ~~$764,930~~to ~~for~~during the ~~six~~nine months ended ~~October~~January 31, ~~2015~~2016 ~~and reflects monies paid for~~ the ~~membership interest~~Company inpurchased ~~Butler~~a ~~Cabin,~~building ~~LLC~~for ~~of $1,191,126 in which was partially offset by~~ cash ~~acquired from the non controlling interest of $429,363~~.

Net cash provided by financing activities amounted to $~~491~~487,~~020 for~~028 ~~the~~as ~~six~~compared ~~months~~to ~~ended~~net ~~October~~cash ~~31,~~provided ~~2016,~~by ~~and~~financing ~~reflects~~activities ~~proceeds from a shareholder loan~~ of $~~500~~1,~~000~~427,062 ~~which~~for ~~was~~the ~~partially~~nine ~~offset by~~month ~~cash~~period ~~overdraft~~ended ~~fees of $8~~January 31,~~980~~ 2016. ~~Net~~This ~~cash~~decrease ~~used~~is inprimarily ~~financing~~attributed ~~activities amounted~~ to ~~$805,836~~during ~~for~~ the ~~six~~nine months ended ~~October~~ January 31, ~~2015,~~2016 ~~and~~the ~~reflects~~Company ~~proceeds~~drew ~~from~~down athe ~~line~~ proceeds of a credit ~~of $760,355, advances from shareholders of $52,419 which was partially offset by mortgage repayments of $8,474~~line.

Our principal sources of liquidity include cash from rental revenue bank loans, credit facilities, sales of common stock. and loans from shareholders to cover mortgage obligations.

1619

Mortgage Obligations

58 Main Street

On January 16, 2014, the Company assumed a mortgage note payable to a third-party, unrelated to the seller, on a property located at 58 Main Street, Topsfield, Massachusetts. The note bears interest at 7.875% per annum and is due August 26, 2019. Monthly principal and interest payments totaling $4,435 started on September 26, 2009 and will continue through the maturity date. The mortgage note is secured by the underlying property. At maturity, the balloon payment of $481,454 will be due in full. The remaining principal balance as of ~~October~~January 31, ~~2016~~2017 and April 30, 2016 is $~~516~~511,~~342~~800 and $525,322, respectively.

7 Grove Street

On January 16, 2014, the Company assumed a mortgage note payable to a third-party, unrelated to the seller, on a property located at 7 Grove Street, Topsfield, Massachusetts. The note bore interest at 7.9 % per annum and was scheduled to mature on September 5, 2032. Monthly payments of $17,775 started on October 5, 2008. The mortgage note was secured by the property. At maturity, the balloon payment was to be due in full.

On April 12, 2014, the mortgage note payable on the property at 7 Grove Street was paid in full by its majority shareholder. On that same date, a new mortgage payable was established between the Company and its majority shareholder for an amount equal to the balance that was remaining on the original mortgage. The new related party mortgage payable began on April 12, 2014 and is a 5-year fixed loan at 5.5% interest, with a balloon payment on May 15, 2019 for the outstanding balance. Interest only payments until maturity began on May 15, 2014 in the amount of $6,536.

On November 1, 2015, WS Advantage elected to convert its mortgage of $1,425,982 and accrued interest of $117,625 in Grove Realty into 203,711 shares of common stock ($7.58 per share).

SECURED LINE OF CREDIT

On October 14, 2015, Grove Realty Partners (the “Borrower”) and Brian Woodland, individually, entered into a $1,000,000 secured revolving line a credit with a financial institution. The Guarantor has agreed to guaranty the obligations of the Borrower. The line of credit is securitized by the property at 7 Grove Street and as well as the personal guarantee of Brian Woodland.

As of ~~October~~January 31, ~~2016~~2017 and April 30, 2016, the Company has drawn down a total of $956,113 and $956,113 and recorded accrued interest of $21,~~627~~861 and $2,465, respectively.

Related Party Transactions

From time to time, the Company receives loans and advances from Phalanx Partners and WS Advantage LP for working capital purposes. Phalanx Partners and WS Advantage LP formerly held equity interests in Grove Realty Partners, LLC and Walker Partners, LLC and are currently controlled by the Company’s president and are shareholders.

An aggregate of $~~511~~555,~~452~~930 and $504,218 has been received from related parties for working capital purposes and debt and expenses paid on the Company’s behalf at January 31, 2017 and April 30, 2016, respectively. These advances are interest-free and payable upon demand. During the three and ~~six~~ nine month ended ~~October~~January 31, ~~2016~~2017 and ~~2015~~2016 the Company imputed interest expense of $75,~~524~~569, $1520,~~127~~696, $7,603 and $1522,~~206~~798, respectively. During the nine months ended January 31, 2017 and 2016, the related party received repayments from the Company $0 and $0 respectively, to fund operations.

During the three and six months ended October 31, 2016 and 2015 revenue included $18,000. $36,000, $9,000 and $18,000, respectively, in rental income from Phalanx Partners who is owned by our Principal and Shareholder, who occupies an office in one of the Company’s properties.20

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2016~~2017 aand ~~36%~~2016 ~~and~~revenue ~~83%~~included ~~owner~~$18,000, in$54,000, ~~Founders~~$18,615 ~~Circle~~and ~~paid~~$36,615, usrespectively, in rental income offrom ~~$3,750~~Phalanx Partners who is owned by our Principal and $7Shareholder,~~500,~~ ~~respectively~~who occupies an office in one of the Company’s properties.

On November 1, 2015 WS Advantage elected to convert its mortgage of $1,425,982 and accrued interest of $117,625 in Grove Realty into 203,711 shares of common stock ($7.58 per share).

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement” with a subsidiary, Butler Cabin, LLC. (“Butler”), in which the Company purchased from Butler the remaining ownership interest (36%) of real property located at 6 Park Street, Topsfield, MA 01983 from a related party. As consideration for the purchase, the Company agreed to issue Butler 61,396 shares of common stock of the Company valued at $431,~~505~~050 ($7.02 per share) from a related party. The Company now owns a 100% interest in 6 Park Street, Topsfield, MA 01983. Butler is owned and controlled by the Company’s President.

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement” with Founders Circle Partners, LLC (“Founders”) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. The purchase was recorded at the historical cost of the net assets acquired for 170,831 shares of common stock valued at $1,~~208~~190,~~500.~~815 Founders is owned and controlled by the Company’s President.

Effective on March 23, 2016, with the filing of the amendment to the Company's Articles of Incorporation with the Nevada Secretary of State, specifically a Certificate of Designation, the Company amended its Articles of Incorporation to designate five (5) shares of its authorized preferred stock as Series A Preferred Stock with specific rights and preferences. On that same date, the Company issued one share of Series A Preferred Stock to its President valued at $0.

On October 31, 2016, the Company converted a $500,000 advance from an entity controlled by Company’s President into 71,429 shares of common stock.

On October 31, 2016, the Company President returned to the treasury and canceled 1,115,426 shares of common stock.

On November 1, 2016, the Company entered into a Share Agreement with Phalanx Partners, LLC. (Related Party) whereby the Company issued 1,384,487 shares of the Company’s common stock to Phalanx Partners, LLC. (Related Party) in exchange for all the interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. The acquisition of Huntwicke Securities LLC. (Related Party) is subject to approval by the Financial Industry Regulatory Authority. Phalanx Partners, LLC. (Related Party) is owned and managed by the Company’s President. As such, the Company recorded the Asset at its historical cost. The effective closing date for this transaction was November 1, 2016.

Recent Accounting Pronouncements

18In April 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” ASU 2016- provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 with early adoption permitted. We do not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.

Critical Accounting Policies and Estimates

Rental Property, Net

Rental property assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the asset.

Asset		Useful Life (in years)
Building		30 years
Land		Indefinite
Building Improvements		30 years

Impairment of Real Estate Investments

Going Concern

At January ~~October~~ 31, ~~2016~~2017, we had an accumulated deficit of $~~780~~962,~~306~~483 and incurred a net loss of $2257,~~862,328~~934 for the ~~six-~~nine month period ended January ~~October~~ 31, ~~2016~~2017. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

We have generated minimal revenues and have incurred losses since inception. Accordingly, we will be dependent on future additional financing in order to finance operations and growth.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4.

Controls and Procedures

Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

1923

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses which have caused management to conclude that as of ~~October~~ January 31, ~~2016~~2017, our disclosure controls and procedures were not effective at the reasonable assurance level:

	(i)	lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

	(ii)	inadequate segregation of duties consistent with control objectives; and

(iii) ineffective controls over period end financial disclosure and reporting processes. (iv) lack of accounting personal with adequate Securities and Exchange Commission experience.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2024

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.

Risk Factors

We are exempt from this reporting because we are a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On August 11, 2016, the Company entered into a “Magnolia Lane Share Issuance Agreement" with Founders Circle Partners, LLC (“Founders”) whereby the Company purchased from Founders a 100% interest in real property located at 36-42 Main Street, Topsfield, MA 01983. As consideration for the purchase, the Company issued 170,831 shares of common stock.

On October 31, 2016, the Company converted a $500,000 advance from an entity controlled by Company’s President into 71,429 shares of common stock.

Item 3.

Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

~~There~~On November is1, no2016, ~~other~~the ~~information~~Company ~~required~~entered into a Share Agreement with WS Advantage LP whereby the Company issued 125,000 shares of the Company’s common stock to beWS ~~disclosed~~Advantage ~~under~~LP ~~this~~in exchange for all of WS Advantage LP’s interest in Riversky Realty ~~item~~LLC, which ~~was~~owns ~~not~~the property located at 17/19 Main Street, Topfield, MA. WS Advantage LP is owned and managed by the Company’s President. On March 30, 2017, the Company and WS Advantage LP amended the Share Agreement, effective as of November 1, 2016, that a condition of closing will be the successful audit of Riversky Realty LLC. On April 27, 2017, the Company and WP Advantage mutually agreed to continue to work on the successful closing of the transaction, and that WS Advantage LP will return the 125,000 shares previously ~~disclosed~~issued by the Company until the successful audit is complete, which is a condition for the closing of the transaction. The 125,000,000 shares have been returned to the Company.

Item 6.

Exhibits

(a)

Exhibits

31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.1	Amendment to Share Exchange Agreement with WS Advantage LP, dated March 30, 2017.
32.1+	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.2	Agreement from WS Advantage LP to return shares pursuant to Share Exchange Agreement, dated April 27, 2017.
101	Interactive Data File (Form 10-Q for the quarterly period ended October 31, 2016 furnished in XBRL).
31.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

~~+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.~~26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAGNOLIA LANE INCOME FUND
	Huntwicke Capital Group Inc.
Date: January 6, 2017	By:	/s/ Brian Woodland
Date: June 9, 2017	By:	/s/ Brian Woodland
		Brian Woodland
		President and Chief Financial Officer
		(Duly Authorized Officer, Principal Executive Officer and Principal Financial and Accounting Officer)

2227

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