Huntwicke Capital Group Inc. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - Huntwicke Capital Group Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION - Huntwicke Capital Group Inc.	f10k2013ex32i_magnolialane.htm
EX-3.3 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - Huntwicke Capital Group Inc.	f10k2013ex3iii_magnolialane.htm
EX-31.1 - CERTIFICATION - Huntwicke Capital Group Inc.	f10k2013ex31i_magnolialane.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended April 30, 2013

o 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

MAGNOLIA LANE INCOME FUND

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer 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)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has 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 x 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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No ¨

State the aggregate market value of the voting and non-voting common equity held by non-affiliates. None.

As of August 13, 2013, 1,796,875 shares of common stock of the registrant was issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	2
Item 1A.	Risk Factors	3
Item 1B.	Unresolved Staff Comments	3
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mining Safety Disclosures	3

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4
Item 6.	Selected Financial Data	4
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 8.	Financial Statements And Supplementary Data	6
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7
Item 9A.	Controls and Procedures	7
Item 9B.	Other Information	7

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	8
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	10
Item 13.	Certain Relationships and Related Transactions, and Director Independence	10
Item 14.	Principal Accountant Fees and Services	10

PART IV
Item 15.	Exhibits, Financial Statement Schedules	11

SIGNATURES		13

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (this “Report”) 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 (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,” “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 Report 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 this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report 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 Report.

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

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Magnolia Lane Income Fund (formerly, Palmerston Stock Agency, Inc.). “SEC” refers to the Securities and Exchange Commission.

-1-

PART I

Item 1. Business.

Overview

Magnolia Lane Income Fund (formerly, Palmerston Stock Agency, Inc.) 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. Our founder and President, Ian Raleigh had numerous years of experience in the wool trade. He was raised on his parent’s sheep farming community in New Zealand and owned his own sheep which he has farmed and bred for the wool industry.

We intended to buy sheared grease wool direct from farmers in the Manawatu-Wanganui region of New Zealand and eventually expand to Australia as we grow our business operations. We intended to oversee the purchase of the wool, process the wool and separate it for sale at auction or sell direct to the textile manufacturing industry. We anticipated consulting with representatives in Asia and Europe to assist marketing our product to the textile manufacturing industry.

In connection with the Stock Purchase Agreement, we have ceased pursuing our prior business plan and have begun focusing on our new business with 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 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 8 to 1 reverse stock split (the “Stock Split”). The Amendment was effective as of August 1, 2013. A copy of the Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3.3.

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.

Our Operating Strategy

Palmerston Stock Agency, Inc. did intend to purchase grease wool from farmers in the Manawatu-Wanganui region on the North Island and surrounding areas in New Zealand and process it for sale throughout the year. At this time, we have taken no steps to implement our business plan and as such, the goals set forth in this section are merely aspirational and there is no guarantee we will be able to implement our plan. In addition, we have no customers, no contractual relationships with suppliers, no employees, and we need $850,000 before we can commence our business operations.

On May 13, 2013, upon the change of control, we ceased this business operation and changed our business to a business plan that 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 property, syndicate, manage and acquire property for capital appreciation.

-2-

Recent Development

Due to our inability to obtain adequate financing and therefore our inability to successfully implement our business plan, it is possible that we may cease our operations and pursue a potential reverse acquisition candidate.

Competition

We currently have limited operations and are not yet competing with any companies. However, once we further our operations, we believe we will have many competitors. Most of our competitors are very large well established companies.

Government Regulation

We do not expect any governmental regulations to have an impact on our planned business operations. Existing laws with which we must comply cover issues that include:

●	Corporate Taxes
●	Collection and payment of the Goods and services tax of 12.5%
●	Payroll Taxes
●	Business Licence

●	Registered Licensed Classer (Must re-register annually)

New laws may impact our ability to market our products in the future. However, we are not aware of any pending laws or regulations that would have an impact on our business.

Employees

As of August 2013, we have no full time employees. Our President, Chief Executive Officer, Brian Woodland spends approximately 30 hours per week on the Company’s matters. We believe this is sufficient time to successfully implement our business plan and further commence our operations. We plan to employ more qualified employees in the near future.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Properties.

Our principal office is located at 7 Grove Street, Topsfield, MA 01983. Our primary telephone number is (978) 887-5981

Item 3. 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 4. Mine Safety Disclosures.

Not Applicable.

-3-

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

No established public trading market exists for the Company’s common stock. There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of the Company’s common stock.

Holders

As of August 13, 2013, there were 15 holders of record of our common stock. This does not reflect the number of persons or entities who held stock in nominee or street name through various brokerage firms.

Dividends

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Item 6. Selected Financial Data.

Smaller reporting companies are not required to provide the information required by this item.

Item 7. 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. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Plan of Operations

Magnolia Lane Income Fund (formerly, Palmerston Stock Agency, Inc.) 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. Our founder and President, Ian Raleigh has numerous years of experience in the wool trade. He was raised on his parent’s sheep farming community in New Zealand and owns his own sheep which he has farmed and bred for the wool industry.

We have not commenced business operations. On May 13, 2013, upon the change of control, we ceased this business operation and changed our business to a business plan that 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 property, syndicate, manage and acquire property for capital appreciation.

-4-

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 8 to 1 reverse stock split (the “Stock Split”). The Amendment was effective as of August 1, 2013. A copy of the Amendment is attached to this Quarterly Report on Form 10-Q as Exhibit 3.3.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. 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.

Recent Development

Due to our inability to obtain adequate financing and therefore our inability to successfully implement our business plan, it is possible that we may need to cease operations and pursue a potential reverse acquisition candidate.

Results of Operations

For the years ended April 30, 2013 and April 30, 2012, we had no revenues. Operating expenses for the year ended April 30, 2013 totaled $19,538, resulting in a loss of $19,538. Operating expenses of $19,538 for the year ended April 30, 2013 consisted of $1,188 for general and administrative expenses and $18,350 for professional fees. Operating expenses for the year ended April 30, 2012 totaled $57,899, resulting in a loss of $57,889. Operating expenses of $57,889 for the year ended April 30, 2012 consisted of $1,059 for general and administrative expenses and $56,840 for professional fees.

For the period from May 12, 2009 (inception), to April 30, 2013, we had no revenues. Expenses for the period totaled $121,452, resulting in a net loss of $121,452. Expenses for the period consisted of $108,975 in professional fees and $12,477 for General and Administrative expenses.

Capital Resources and Liquidity

As of April 30, 2013 we have $2,230 cash on hand.

Brian Woodland is the only employee initially as the company seeks contracts. Additionally there will be little if any capital expenditures due to the nature of the business. Finally, it should be noted that materials will be bought on an as needed basis and will be purchased as a part of a contract with either cash on hand or a receivable in place.

Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations. We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

-5-

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data.

-6-

MAGNOLIA LANE INCOME FUND

April 30, 2013

Index to the Financial Statements

Contents	Page(s)

Balance Sheets at April 30, 2013 and 2012	F-2

Statements of Operations for the years ended April 30, 2013 and 2012 and for the Period from May 12, 2009 (Inception) through April 30, 2013	F-3

Statement of Stockholders’ Equity (Deficit) for the Period from May 12, 2009 (Inception) through April 30, 2013	F-4

Statements of Cash Flows for the years ended April 30, 2013 and 2012 and for the Period from May 12, 2009 (Inception) through April 30, 2013	F-5

Notes to the Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Magnolia Lane Income Fund

We have audited the accompanying balance sheets of Magnolia Lane Income Fund (a development stage company) (the "Company") as of April 30, 2013 and 2012, and the related statements of operations, stockholders’ equity (deficiency), and cash flows for each of the years then ended and the period from May 12, 2009 (inception) to April 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2013 and 2012, and the results of its operations and its cash flows for each of the years then and for the period from May 12, 2009 (inception) to April 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in the development stage, has no established source of revenue and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Baker Tilly Virchow Krause LLP

Baker Tilly Virchow Krause LLP

New York, New York

August 13, 2013

F-1

MAGNOLIA LANE INCOME FUND
(fka PALMERSTON STOCK AGENCY, INC.)
(a development stage company)
BALANCE SHEETS


	4/30/2013			4/30/2012
ASSETS
CURRENT ASSETS

Cash	$	2,230		$	273

Total Current Assets		2,230			273

TOTAL ASSETS	$	2,230		$	273

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

Accrued Expenses	$	49,644		$	42,119

Total Current Liabilities		49,644			42,119

TOTAL LIABILITIES		49,644			42,119

STOCKHOLDERS' DEFICIENCY

Preferred Stock - Par value $0.0001;
Authorized: 100,000,000
Issued and Outstanding: None		-			-

Common Stock - Par value $0.0001;
Authorized: 200,000,000
Issued and Outstanding: 1,796,875 and 1,796,875, respectively		180			180

Additional Paid-In Capital		73,858			59,888
Deficit Accumulated During the Development Stage		(121,452	)		(101,914	)

Total Stockholders' Deficiency		(47,414	)		(41,846	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	2,230		$	273

The accompanying notes are an integral part of these financial statements.

F-2

MAGNOLIA LANE INCOME FUND
(fka PALMERSTON STOCK AGENCY, INC.)
(a development stage company)
STATEMENTS OF OPERATIONS

							Period from
	For the year			For the year			May 12, 2009
	ended			ended			(Inception) to
	April 30, 2013			April 30, 2012			April 30, 2013


REVENUE	$	-		$	-		$	-

COST OF SERVICES		-			-			-

GROSS PROFIT OR (LOSS)		-			-			-

OPERATING EXPENSES:

GENERAL AND ADMINISTRATIVE EXPENSES		1,188			1,059			12,477

PROFESSIONAL FEES		18,350			56,840			108,975

TOTAL OPERATING EXPENSES		19,538			57,899			121,452

NET LOSS	$	(19,538	)	$	(57,899	)	$	(121,452	)


Loss per share, Basic and Diluted	$	(0.01	)	$	(0.03	)	$	(0.07	)


Weighted average number of common shares outstanding		1,796,875			1,796,875			1,693,081

The accompanying notes are an integral part of these financial statements.

F-3

MAGNOLIA LANE INCOME FUND
(fka PALMERSTON STOCK AGENCY, INC.)
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
From inception (May 12, 2009) through April 30, 2013
								DEFICIT
								ACCUMULATED
					ADDITIONAL			DURING THE			TOTAL
			COMMON		PAID-IN			DEVELOPMENT			EQUITY
	SHARES		STOCK		CAPITAL			STAGE			(DEFICIENCY)

Stock issued as founders' shares
on May 12, 2009 (inception) at $0.0008 per share		1,250,000	$	125	$	(125	)	$	-		$	-

Stock issued for cash on
January 21, 2010 at $0.08 per share		500,000		50		39,950			-			40,000

In-Kind Contribution						4			-			4

Net Loss									(11,166	)		(11,166	)


Total, April 30, 2010		1,750,000		175		39,829			(11,166	)		28,838

Loan converted to capital						168			-			168

Stock issued for cash on
September 23, 2010 at $ 0.08 per share		46,875		5		3,745			-			3,750

Net Loss									(32,849	)		(32,849	)


Total, April 30, 2011		1,796,875		180		43,742			(44,015	)		(93	)

Capital Contribution						16,146						16,146

Net Loss									(57,899	)		(57,899	)


Total, April 30, 2012		1,796,875		180		59,888			(101,914	)		(41,846	)

Capital Contribution						13,970						13,970

Net Loss									(19,538	)		(19,538	)


Total, April 30, 2013		1,796,875	$	180	$	73,858		$	(121,452	)	$	(47,414	)

The accompanying notes are an integral part of these financial statements.

F-4

MAGNOLIA LANE INCOME FUND (fka PALMERSTON STOCK AGENCY, INC.)
(a development stage company)
STATEMENTS OF CASH FLOWS

							Period from
	For the year			For the year			May 12, 2009
	ended			ended			(Inception) to
	April 30, 2013			April 30, 2012			April 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(19,538	)	$	(57,899	)	$	(121,452	)

Interest as In-Kind Contribution		-			-			4
Increase in Accrued Expenses		7,525			38,859			49,644

Total adjustments to net loss		7,525			38,859			49,648
Net cash used in operating activities		(12,013	)		(19,040	)		(71,804	)

CASH FLOWS FROM FINANCING ACTIVITIES

Shareholder Loan		-			-			168
Capital Contribution		13,970			16,146			30,116
Common Stock Proceeds		-			-			43,750

Net cash provided by financing activities		13,970			16,146			74,034

CASH RECONCILIATION

Net increase (decrease) in cash		1,957			(2,894	)		2,230
Cash - beginning of period		273			3,167			-

CASH - END OF PERIOD	$	2,230		$	273		$	2,230


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

Conversion of Debt to Equity	$	-		$	-		$	168

The accompanying notes are an integral part of these financial statements.

F-5

MAGNOLIA LANE INCOME FUND

(fka Palmerston Stock Agency, Inc.)

(A Development Stage Company)

April 30, 2013

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Magnolia Lane Income Fund (fka Palmerston Stock Agency, Inc.) (the “Company,” ”We,” “Ours,” “Us”), a development stage company, was incorporated on May 12, 2009 under the laws of the State of Delaware. The Company was formed to commence business as a stock agent in the wool trade. We have developed contacts in the industry through our experience and background in the wool trade. Through these contacts we intend to buy sheared grease wool direct from farmers in the Manawatu-Wanganui region of New Zealand and eventually expand to Australia as we grow our business operations. We intend to oversee the purchase of the wool, process the wool and separate it for sale at auction or sell direct to the textile manufacturing industry. We anticipate consulting with representatives in Asia and Europe to assist marketing our product to the textile manufacturing industry.

Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated no revenues since inception.

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. On August 1, 2013, pursuant to the Stock Purchase Agreement, we changed our name to Magnolia Lane Income Fund and effectuated a 8 to 1 reverse stock split. Accordingly, all share and per share amounts have been recast to give effect to the reverse split.

NOTE 2 – SUMMARY OF ACCONTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, the rules and regulations of the United States Securities and Exchange Commission.

Development Stage Company

The Company is a development stage company and has recognized no revenue, is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception, have been considered as part of the Company’s development stage activities.

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.

F-6

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair values because of the short maturity of these instruments.

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 of the 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 had adopted the provisions of Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainties in tax positions and requires that the Company recognizes in its financial statements the impact of an uncertain tax position, if that position has more likely than not chance of not being sustained on audit, based on technical merits of that position. The adoption of this standard did not have an impact on the Company’s financial statements.

The Company is subject to the United States federal and state income tax examinations by the tax authorities for the 2012, 2011, and 2010 tax years.

Subsequent Events

The Company has evaluated all subsequent events through the date the financial statements were issued for possible disclosure and recognition in the financial statements. All Subsequent Events are disclosed in Note 6, hereto.

NOTE 3 – GOING CONCERN

The accompanying 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 financial statements, the Company had a deficit accumulated during the development stage of $121,452, a net loss and net cash used in operations of $19,538 and $12,013 for year ended April 30, 2013, and of $57,899 and $19,040 for the year ended April 30, 2012 and of $121,452 and $71,804 for the period from May 12, 2009 (Inception) to April 30, 2013, respectively. 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 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 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.

F-7

NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred stock

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

Common stock

Common Stock includes 200,000,000 shares authorized at a par value of $0.0001, of which 1,250,000 have been issued for the amount of $1,000 on May 12, 2009 to the Company’s officers as founders’ shares.

On January 21, 2010, the Company issued 500,000 shares of common stock for cash in the amount of $40,000, or $0.08 per share.

On September 23, 2010, the Company issued 46,875 shares of common stock for cash in the amount of $3,750, or $0.08 per share.

Capital Contribution

For the period from May 12, 2009 (inception) through April 30, 2013, the Company received advances from its founder of $30,116 in aggregate for working capital purposes, which were recorded as contribution of capital.

NOTE 5 – INCOME TAXES

Deferred tax assets

At April 30, 2013, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $121,452 that may be offset against future taxable income through 2033. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $41,294 and $34,651 as of April 30, 2013 and 2012, respectively, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $41,294 and $34,651 as of April 30, 2013 and 2012, respectively. However, as a result of the Change of Control transaction that occurred in May 2013, the NOLs may be limited and the Company is currently evaluating that impact.

Components of deferred tax assets are as follows:

	April 30, 2013			April 30, 2012

Deferred tax assets – Non-current:

Expected income tax benefit from NOL carry-forwards	$	41,294		$	34,651
Full valuation allowance		(41,294	)		(34,651	)

Deferred tax assets, net of valuation allowance	$	-		$	-

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	Year Ended April 30, 2013			Year Ended April 30, 2012

Federal statutory income tax rate		34.0	%		34.0	%
Change in valuation allowance on net operating loss carry-forwards		(34.0	)%		(34.0	)%
Effective income tax rate		0.0	%		0.0	%

NOTE 6 – SUBSEQUENT EVENTS

-	On July 22, 2013, the Company had changed its name to Magnolia Lane Income Fund to be effective on August 1, 2013.

On July 22, 2013, the Company had effectuated a 1-for-8 reverse stock split of our common stock and a corresponding amendment to our articles of incorporation, but it was effective on August 1, 2013. The effect of the reverse split is to decrease the number of our shares of common stock issued and outstanding from 14,375,000 to 1,796,875.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ineffective as of April 30, 2013 due to the material weaknesses indentified below.

Management's Annual Report on Internal Control Over Financial Reporting.

As of April 30, 2013, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

o Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer who also serves as our principal accounting officer concluded that, during the period covered by this report, such internal controls and procedures were ineffective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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. The aforementioned material weaknesses were identified by our President, Chief Executive Officer and Chief Financial Officer, in connection with the review of our financial statements as of April 30, 2013.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Our management has begun evaluating remedies to reduce these deficiencies. However, we will not be able to implement any remedial measures, such as appointing independent members on our board of directors, until we have sufficient fund to do so.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report (the fourth quarter of the fiscal year ended April 30, 2013) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name and age of our officer and director as of May 13, 2013. Our executive officer and director is elected annually by our Board of Directors. Our executive officer hold their offices until they resign, are removed by the Board, or his or her successor is elected and qualified.

Name		Age		Position
Brian Woodland		42		President, Chief Executive Officer and Director

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Brian Woodland, age 42, Brian has 20 years of investment management experience. He has specialized in managing portfolios for individuals and small institutions during his career. He has also worked closely with trading desks, research analysts, and buy-side portfolio managers at different firms during his career. Brian began his career with Winthrop Securities in 1992. In 1993 joined Olde Financial and became an assistant Branch Manager. Brian joined Cowen & Company in 1996, as a Vice President in the Private Client Group, working with small institutions and private clients. Cowen was widely recognized for its research excellence, specifically in the areas of Technology and Healthcare.

Brian joined Salomon Smith Barney as a Senior Vice President of Investments in Boston, MA in 2000. Mr. Woodland managed portfolios for individuals, small institutions, and advised small institutional clients of the firm. Brian was certified as a Financial Planning Specialist for the firm in 2003. Brian left Smith Barney to start Woodland Asset Management in 2006, where he managed portfolios for private clients and small institutions. In 2008, Brian founded and became President of Phalanx Trading, LLC. In 2009. Brian also founded Phalanx Wealth Management in 2009.

Brian holds the Series 7, 8, 22, 24, 63, and 65 individual securities industry qualifying examinations..

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Employment Agreements

We currently do not have an employment agreement with Mr. Brian Woodland.

Family Relationships

Because Mr. Woodland serves as our sole executive officer and director, there are no family relationships between our director and executive officer.

Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
·	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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·	been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and changes in ownership with the SEC. To the Company’s knowledge based our review of copies of such reports furnished to us, all of the Company’s current directors, executive officers and beneficial owners of more than 10% of our common stock have complied with all Section 16(a) filing requirements with respect to the fiscal year ended April 30, 2013.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

Board Committees

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee. We do not have an audit committee financial expert serving on our Board of Directors.

Item 11. Executive Compensation.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the year ended April 30, 2013.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Totals ($)
Brian Woodland, President,	2012	$	0	0		0	0		0	0	$	0	$	0
Chief Executive Officer	2013	$	0	0		0	0		0	0	$	0	$	0

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Outstanding Equity Awards at Fiscal Year-End Table

There were no outstanding equity awards at April 30, 2013.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table shows the number of our securities beneficially owned by our named executive officers, our director, our executive officers and directors as a group, and each person known to us to own more than 5% of our outstanding shares of common stock as of August 13, 2013. Except as otherwise indicated, all shares are owned directly and the shareholders possess sole voting and investment power with respect to the shares listed below. As of August 13, 2013, 1,796,875 shares of our common stock were issued and outstanding.

Name	Number of Shares Beneficially Owned			Percent of Class
Director and Officer
Brian Woodland, President and Chief Executive Officer 7 Grove Street Topsfield, MA 01983		1,250,000	(1)		69.57	%

(1) Owned indirectly through Magnolia Lane Financial, Inc.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Other than compensation described under “Executive Compensation”, there is no transaction since the beginning of the fiscal year of 2012, or any currently proposed transaction, in which the Company was to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest .

Item 14. Principal Accounting Fees and Services.

Audit Fees

For the Company’s fiscal years ended April 30, 2013 and 2012, we were billed approximately $9,500 and $9,500 by Holtz Rubenstein Reminick, LLP for professional services rendered for the audit and interim review of our financial statements filed with the Securities and Exchange Commission.

Audit-Related Fees

There were no fees for audit related services for the years ended April 30, 2013 and 2012.

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Tax Fees and Other Fees

For the Company’s fiscal year ended April 30, 2013 and 2012, there were no fees billed for professional services rendered for tax compliance, tax advice, and tax planning or other services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

·	approved by our audit committee; or
·	entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this report:

Financial Statements: See Part II, Item 8 of this Report.

Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

·	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
·	may apply standards of materiality that differ from those of a reasonable investor; and
·	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

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Exhibit Number		Description
3.1		Articles of Incorporation*

3.2		By-Laws*

3.3		Certificate of Amendment of Certificate of Incorporation

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101**		Interactive Data File (to the Form 10-K for the fiscal year ended April 30, 2013 furnished in XBRL).

* Incorporated by reference to the registration statement on Form S-1 filed with Securities and Exchange Commission on November 12, 2010.

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

**Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: August 13, 2013	MAGNOLIA LANE INCOME FUND

	By:	/s/ Brian Woodland
		Brian Woodland
		President, Chief Executive Officer

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Huntwicke Capital Group Inc. - FORM 10-K - August 13, 2013

Attached files

Huntwicke Capital Group Inc. Reports