Current Report Filing (8-k)
12 September 2017 - 4:51AM
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):
September 5, 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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81-3957913
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
o
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.
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Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On September 5, 2017 and September 6,
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 and January 31,
2017, respectively, (the “Restated Periods”) should no longer be relied upon because the Company has determined that
due to Common Control accounting procedures under rule ASC 805-50 and the guidance therein, our financials should be amended to
include the new assets contributed to Huntwicke over the time periods under common control and in the resulting year to year comparisons.
The Company plans to file an amendment
to the original respective Form 10-Q’s to restate the financial statements for the Restated Periods to reflect such adjustments
regarding the restated transactions.
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 former independent registered public
accounting firm and Moody, Famiglietti & Andronico, LLP., the Company’s new 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: September 11, 2017
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By:
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/s/ Brian Woodland
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Brian Woodland
President
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