Current Report Filing (8-k)
17 Avril 2017 - 8:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 11, 2017
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
or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7
Grove Street, Topsfield, MA
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01983
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(Address
of principal executive offices)
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(Zip
Code)
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(978)
887-5981
Registrant’s
telephone number, including area code:
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 11, 2017, the management and
the Board of Directors (the “Board”) of Huntwicke Capital Group Inc. (the “Company”), concluded that the
Company’s previously issued financial statements for the quarter ended October 31, 2016 (the “Restated Period”)
should no longer be relied upon because of errors related to an accounting treatment of (i) certain advances relating to the acquisition
of Huntwicke Advisors, LLC, were accounted for as capital when they were actually expenses of the Company and should have been
expensed, (ii) the Company failed to disclose the issuance one share of Series A Preferred Stock on March 23, 2016, and, (iii)
the Company’s disclosure relating the purchase of Huntwicke Advisors, LLC and Huntwicke Securities LLC by the Company from
WS Advantage LP contained incorrect share amounts (collectively the “Restated Transactions”). The Company agreed to
issue to WS Advantage a total of 1,384,923 shares of common stock versus 96,199 shares of common stock as previously reported.
The Company plans to file an amendment
to the original Form 10-Q to restate the financial statements for the Restated Period to reflect such adjustments regarding the
Restated Transactions. In addition, the failure to disclose the issuance of one share of Preferred Stock on March 23, 2016 may
require a restatement of the company’s Form 10-K annual report for the year ended April 30, 2016 and the Form 10-Q for the
quarterly period ended July 31, 2016, subject to receiving a valuation report on the value of the preferred share.
Our
management has concluded that there are material weaknesses in internal controls over financial reporting, as we did not maintain
effective controls over the selection and application of accounting principles generally accepted in the United States (“GAAP”)
related to an accounting treatment of a capital transaction resulting from an extinguishment between related entities. Specifically,
the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with
our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper
application of GAAP in certain circumstances.
The
Company’s management and Board have discussed the matters disclosed herein with Liggett and Webb, P.A., the Company’s
independent registered public accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K 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: April
17, 2017
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By:
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/s/
Brian Woodland
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Brian
Woodland
President
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