Amended Current Report Filing (8-k/a)
12 Décembre 2016 - 12:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
October
31, 2016
Date
of Report (Date of earliest event reported)
HUNTWICKE
CAPITAL GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54379
|
|
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7
Grove Street
Topsfield,
MA 01983
(Address
of Principal Executive Offices) (Zip Code)
(978)
887-5981
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY
NOTE FOR THE FILING OF FORM 8-K/A
This Form 8-K/A is filed as an amendment
to a Current Report on Form 8-K filed on November 3, 2016 by Huntwicke Capital Group Inc. (the “Company”) regarding
Share Agreements between Magnolia Lane Financial Group, a wholly owned subsidiary of the Company, (“Magnolia”) and
Phalanx Partners LLC and WS Advantage, LP, respectively (collectively the “Parties”). The Share Agreements were to
be made between the Company and the respective parties, and not Magnolia. This amendment is being filed for the purpose of properly
defining the Parties to the respective Share Agreements and also to disclose that the acquisition of Huntwicke Securities LLC is
subject to approval by the Financial Industry Regulatory Authority.
Section 1
– Registrant’s Business and Operations
Item 1.01.
Entry into a Material Definitive Agreement.
The
information set forth in Item 2.01 is incorporated by reference into this Item 1.01.
Section 2
– Financial Information
Item 2.01.
Completion of Acquisition or Disposition of Assets.
On November 1, 2016, Huntwicke Capital Group, Inc. (the “Company”) entered into a Share Agreement
with Phalanx Partners, LLC, whereby the Company issued 96,199 shares of the Company’s common stock to Phalanx Partners, LLC.
in exchange for all the interest in Huntwicke Securities LLC and Huntwicke Advisors, LLC. 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.
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.
The
foregoing summary of the material terms of the Share Agreements with Phalanx Partners, LLC and WS Advantage LP are qualified in
their entirety by reference to the full text of the Share Agreements, which are attached hereto as Exhibits 2.1 and 2.2, respectively,
and incorporated herein by reference.
Section 9
– Financial Statements and Exhibits
Item 9.01.
Financial Statements and Exhibits.
(a)
Financial Statements of business Acquired
The
Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report
on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information
The
Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report
on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
Exhibit Number
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Title
of Document
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2.1
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Share
Agreement between the Company and Phalanx Partners, LLC dated November 1, 2016.
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2.2
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Share
Agreement between the Company and WS Advantage, LP dated November 1, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Huntwicke
Capital Group Inc.
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Date: December
12, 2016
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By:
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/s/
Brian Woodland
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Name:
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Brian
Woodland
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Title:
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President
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3
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