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

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

(d) Exhibits

Exhibit Number		Title of Document

2.1		Share Agreement between the Company and Phalanx Partners, LLC dated November 1, 2016.

2.2		Share Agreement between the Company and WS Advantage, LP dated November 1, 2016.

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.

	Huntwicke Capital Group Inc.

Date: December 12, 2016	By:	/s/ Brian Woodland
	Name:	Brian Woodland
	Title:	President

Huntwicke Capital Group Inc. 8-K/A