UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October
31, 2014
Or
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. Employee
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)
Indicate by check mark whether the registrant (1) 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 o
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 o No 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 |
Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell
company as defined in Rule 12b-2 of the Exchange Act.
Yes o No x
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock. As of December15, 2014, there were 1,796,875 shares of common stock, par value $.0001
per share, issued and outstanding.
MAGNOLIA LANE INCOME FUND
FORM 10-Q
October 31, 2014
INDEX
|
|
Page |
PART I -- FINANCIAL
INFORMATION |
|
|
|
|
Item 1. |
Financial Statements |
1 |
Item 2. |
Management’s Discussion and Analysis
of Financial Condition and Results of Operations |
2 |
Item 3. |
Quantitative and Qualitative Disclosures
About Market Risk |
5 |
Item 4. |
Control and Procedures |
5 |
|
|
|
PART II -- OTHER INFORMATION |
|
|
|
|
Item 1. |
Legal Proceedings |
6 |
Item 1A. |
Risk Factors |
6 |
Item 2. |
Unregistered Sales of Equity Securities
and Use of Proceeds |
6 |
Item 3. |
Defaults Upon Senior Securities |
6 |
Item 4. |
Mine Safety Disclosures |
7 |
Item 5. |
Other Information |
7 |
Item 6. |
Exhibits |
7 |
|
|
|
SIGNATURE |
8 |
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
This Quarterly Report on Form 10-Q 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, or 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,” “anticipate,” “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 quarterly report on Form
10-Q 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 the quarterly report on Form
10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on
Form 10-Q 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 quarterly report on Form 10-Q.
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
Unless the context otherwise indicates, references in this
report to the terms “Palmerston,” “Magnolia Lane,” “we,” “us,” “our,”
and the “Company” refer to Magnolia Lane Income Fund.
PART I -- FINANCIAL INFORMATION
ITEM 1. |
FINANCIAL
STATEMENTS |
MAGNOLIA
LANE INCOME FUND
October
31, 2014
Index to the Consolidated Financial Statements
Contents |
Page(s)
|
|
|
Consolidated Balance Sheets at October 31, 2014 and April 30, 2014 |
F-1 |
|
|
Consolidated Statements of Operations for the three and six months ended October 31, 2014 and 2013 |
F-2 |
|
|
Consolidated Statements of Cash Flows for the six months ended October 31, 2014 and 2013 |
F-3 |
|
|
Notes to the Consolidated Financial Statements |
F-4 |
MAGNOLIA LANE INCOME FUND |
Consolidated Balance Sheets |
| |
October 31, 2014 | | |
April 30,
2014 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
Rental property, net | |
$ | 2,364,015 | | |
$ | 2,399,022 | |
Cash | |
| 36,465 | | |
| 19,379 | |
Restricted cash | |
| 18,593 | | |
| 15,559 | |
Accounts receivable | |
| 5,358 | | |
| 1,750 | |
| |
| | | |
| | |
Total Assets | |
$ | 2,424,431 | | |
$ | 2,435,710 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
Mortgage payable | |
$ | 548,171 | | |
$ | 558,176 | |
Related party mortgage payable | |
| 1,425,982 | | |
| 1,425,982 | |
Accounts payable and accrued expenses | |
| 96,550 | | |
| 22,500 | |
Deferred revenue | |
| 6,515 | | |
| 4,800 | |
Security deposits | |
| 2,900 | | |
| 1,700 | |
Due to shareholders | |
| 448,654 | | |
| 441,684 | |
| |
| | | |
| | |
Total Liabilities | |
| 2,528,772 | | |
| 2,454,842 | |
| |
| | | |
| | |
STOCKHOLDERS' DEFICIT: | |
| | | |
| | |
Preferred stock: par value $0.0001; 100,000,000 shares authorized; | |
| | | |
| | |
None issued or outstanding | |
| - | | |
| - | |
Common stock: par value $0.0001; 200,000,000 shares authorized; | |
| | | |
| | |
1,796,875 and 1,796,875 shares issued and outstanding, respectively | |
| 180 | | |
| 180 | |
Additional paid-in capital | |
| 307,611 | | |
| 296,109 | |
Accumulated deficit | |
| (412,132 | ) | |
| (315,421 | ) |
| |
| | | |
| | |
Total Stockholders' Deficit | |
| (104,341 | ) | |
| (19,132 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders' Deficit | |
$ | 2,424,431 | | |
$ | 2,435,710 | |
See accompanying
notes to the consolidated financial statements.
MAGNOLIA LANE INCOME FUND |
Consolidated Statements of Operations |
| |
For the three months | | |
For the three months | | |
For the six months | | |
For the six months | |
| |
ended | | |
ended | | |
ended | | |
ended | |
| |
October 31, 2014 | | |
October 31, 2013 | | |
October 31, 2014 | | |
October 31, 2013 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| |
| | |
| | |
| | |
| |
RENTAL REVENUE | |
$ | 56,567 | | |
$ | 56,530 | | |
$ | 120,134 | | |
$ | 95,417 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
Operating costs | |
| 15,836 | | |
| 13,858 | | |
| 38,446 | | |
| 29,347 | |
Professional fees | |
| 30,945 | | |
| 6,233 | | |
| 53,443 | | |
| 13,800 | |
Repairs and maintenance | |
| 3,539 | | |
| 2,606 | | |
| 7,273 | | |
| 5,467 | |
Depreciation | |
| 22,263 | | |
| 21,815 | | |
| 44,500 | | |
| 44,246 | |
Interest expense | |
| 35,713 | | |
| 54,106 | | |
| 73,183 | | |
| 86,993 | |
| |
| | | |
| | | |
| | | |
| | |
Total operating expenses | |
| 108,296 | | |
| 98,618 | | |
| 216,845 | | |
| 179,853 | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (51,729 | ) | |
$ | (42,088 | ) | |
$ | (96,711 | ) | |
$ | (84,436 | ) |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER COMMON SHARE | |
| | | |
| | | |
| | | |
| | |
- BASIC AND DILUTED: | |
$ | (0.03 | ) | |
$ | (0.02 | ) | |
$ | (0.05 | ) | |
$ | (0.05 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
- basic and diluted | |
| 1,796,875 | | |
| 1,796,875 | | |
| 1,796,875 | | |
| 1,796,875 | |
See accompanying
notes to the consolidated financial statements.
MAGNOLIA LANE INCOME FUND |
Consolidated Statements of Cash Flows |
| |
| For the
six months | | |
| For the
six months | |
| |
| Ended | | |
| Ended | |
| |
| October 31, 2014 | | |
| October 31, 2013 | |
| |
| (unaudited) | | |
| (unaudited) | |
| |
| | | |
| | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (96,711 | ) | |
$ | (84,436 | ) |
Adjustments to reconcile net loss to net cash used in/(provided by) operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 44,500 | | |
| 44,246 | |
Imputed interest | |
| 11,502 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (3,608 | ) | |
| 2,750 | |
Accounts payable and accrued expenses | |
| 74,050 | | |
| (26,487 | ) |
Deferred income | |
| 1,715 | | |
| - | |
Security deposits | |
| 1,200 | | |
| (1,700 | ) |
Restricted cash | |
| (3,034 | ) | |
| 13,647 | |
| |
| | | |
| | |
Net cash (used in)/provided by operating activities | |
| 29,614 | | |
| (51,980 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Building Improvements | |
| (9,493 | ) | |
| - | |
| |
| | | |
| | |
Net cash used in investing activities | |
| (9,493 | ) | |
| - | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Repayments/(proceeds) of stockholder loans | |
| 6,970 | | |
| 15,533 | |
Repayments of mortgages payable | |
| (10,005 | ) | |
| (6,410 | ) |
Capital contribution | |
| - | | |
| 47,414 | |
| |
| | | |
| | |
Net cash (used in)/provided by financing activities | |
| (3,035 | ) | |
| 56,537 | |
| |
| | | |
| | |
NET CHANGE IN CASH | |
| 17,086 | | |
| 4,557 | |
| |
| | | |
| | |
Cash at beginning of period | |
| 19,379 | | |
| 5,621 | |
| |
| | | |
| | |
Cash at end of period | |
$ | 36,465 | | |
$ | 10,178 | |
| |
| - | | |
| | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |
| | | |
| | |
Cash paid for interest | |
$ | 6,376 | | |
$ | 17,500 | |
| |
| | | |
| | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Assets contributed by stockholder | |
$ | - | | |
$ | 2,492,306 | |
Liabilities contributed by stockholder | |
$ | - | | |
$ | 2,317,469 | |
Imputed interest on stockholder loans | |
$ | 11,502 | | |
$ | - | |
See accompanying notes to the consolidated financial statements.
MAGNOLIA LANE INCOME FUND
October 31, 2014
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION
Magnolia Lane Income Fund, formerly
known as Palmerston Stock Agency, Inc. (the “Company,” ”We,” “Ours,” “Us”),
was incorporated on May 12, 2009 under the laws of the State of Delaware. The Company was originally formed to commence business
as a stock agent in the wool trade.
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.
In
connection with the Stock Purchase Agreement, we have ceased pursuing our prior business plan and have begun focusing on our new
business which 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 to change our name from “Palmerston Stock Agency, Inc.”
to “Magnolia Lane Income Fund” and to memorialize an 8 to 1 reverse stock split.
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.
On January 16, 2014, the Company entered
into an LLC Membership Interest Purchase and Sale Agreement with Magnolia Lane Financial, Inc. (a shareholder). Pursuant to the
Agreement, all rights, title and interest of two commercial real estate properties in Massachusetts were contributed to the Company.
(See Note 4)
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. In accordance
with ASC 850-50, the consolidated financial statements for the periods ended October 31, 2013 have been recast to give effect
to the transaction described in Note 4 as occurring on May 13, 2013, which is the earliest date the entities were under common
control.
Principles
of consolidation
The accompanying
financial statements represent the consolidated financial position and results of operations of the Company and include the accounts
and results of operations of the Company and its subsidiaries. The accompanying financial statements include the active entity
of Magnolia Lane Income Fund and its wholly owned subsidiaries, Walker Partners, LLC and Grove Realty Partners, LLC.
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.
Restricted Cash
Restricted cash consists of cash
and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements. The Company’s
restricted cash is reserved for real estate taxes on its properties.
Concentrations
Concentration in a geographic
area
The Company operates in the real
estate industry and the operations are concentrated in the State of Massachusetts.
Rental Property, Net
Rental property assets are stated at cost less
accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the asset.
We capitalize replacements and improvements,
such as HVAC equipment, structural replacements, windows, appliances, flooring, carpeting and renovations. Ordinary repairs and
maintenance, such as unit cleaning, painting and appliance repairs, are expensed when incurred.
Asset | |
Useful Life (in years) |
Building | |
30 years |
Land | |
Indefinite |
Building Improvements | |
30 years |
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 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 follows the provisions of Accounting
for Uncertainty in Income Taxes, which clarified the accounting for uncertainties in tax positions and required 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 Company is subject to the United States
federal and state income tax examinations by the tax authorities for the 2014, 2013, and 2012 tax years.
Property Revenue Recognition
Our commercial property leases are for
varied terms ranging from month-to-month to 3 years. Rental income is recognized on a straight-line basis over the term of the
lease.
Rent concessions, including free rent
incurred in connection with commercial property leases, are amortized on a straight-line basis over the terms of the related leases
and are charged as a reduction of rental revenue.
Impairment of Real Estate
Investments
The Company
assesses on a regular basis whether there are any indicators that the carrying value of rental property assets may be impaired.
Potential indicators may include an increase in vacancy at a property, tenant reduction in utilization of a property, tenant financial
instability and the potential sale of the property in the near future. An asset is determined to be impaired if the asset’s
carrying value is in excess of its estimated fair value.
Deferred Revenue
From time to time, some rental payments may
be prepaid by tenants, but not earned yet by the Company. Such revenue is initially recorded as a deferred liability and is recognized
as revenue once earned. As of October 31, 2014 and April 30, 2014, the Company had $6,515 and $4,800 in deferred revenue, respectively.
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 an accumulated deficit of $412,132.
While the Company has net cash provided by operations in the current period of $29,614, its stockholders’ deficit is $104,341.
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.
NOTE 4 – ASSETS CONTRIBUTED
On December 23, 2013, a shareholder
of the Company, Magnolia Lane Financial, Inc. entered into three separate LLC Membership Interest Purchase and Sale Agreements
for the acquisition of two limited liability companies; Grove Realty Partners, LLC and Walker Partners, LLC. Pursuant to the Membership
Interest Purchase and Sale Agreements, Magnolia Lane Financial, Inc. acquired 100% of the equity interests in Grove Realty Partners,
LLC and Walker Partners, LLC.
Each of the entities
acquired hold commercial real estate properties. More specifically,
| · | Grove
Realty Partners, LLC holds a single commercial property located at 7 Grove St.,
Topsfield, Massachusetts. |
| · | Walker
Partners, LLC holds a single commercial property located at 58 Main St., Topsfield,
Massachusetts. |
Subsequent to the Membership Interest
Purchase described above, on January 16, 2014, the Company entered into an LLC Membership Interest Purchase and Sale Agreement
with Magnolia Lane Financial, Inc. Pursuant to the Agreement, Magnolia Lane Financial, Inc. contributed all rights, title and interest
of Magnolia Lane Financial to the Company for total consideration of $3,000.
Because
of the related party nature of this transaction, the Company recorded this as a contribution of capital. Assets and liabilities
contributed were recorded at their carrying amounts at the date of the transfer. The results of operations included in the financial
statements are reported as though the contribution had occurred on May 12, 2013, which is the date that common control was first
established among the related parties.
The Company recorded the contribution
at carrying value. The net of $2,492,306 in assets contributed and $2,317,469 in liabilities assumed was recorded as a contribution
of capital to the Company in the amount of $174,837.
Cash | |
$ | 13,730 | |
Cash - escrow | |
| 6,023 | |
Accounts receivable | |
| 15,050 | |
Related Party note receivable | |
| 10,000 | |
Real property, net | |
| 2,447,503 | |
Deferred tax asset | |
| 458,324 | |
Valuation allowance | |
| (458,324 | ) |
Assets contributed | |
$ | 2,492,306 | |
Security deposits | |
| (3,528 | ) |
Mortgage notes payable | |
| (2,313,941 | ) |
Liabilities assumed | |
$ | (2,317,469 | ) |
| |
| | |
Net assets contributed | |
$ | 174,837 | |
NOTE 5 – RENTAL PROPERTY, NET
Rental Property, Net consisted of the following at October
31, 2014 and April 30, 2014:
| |
October 31, 2014 | | |
April 30,
2014 | |
Land | |
| 280,333 | | |
| 280,333 | |
Buildings | |
| 2,535,416 | | |
| 2,535,416 | |
Leasehold Improvements | |
| 130,731 | | |
| 121,238 | |
Accumulated Depreciation | |
| (582,465 | ) | |
| (537,965 | ) |
Net, Real Estate Investments | |
| 2,364,015 | | |
| 2,399,022 | |
As of October 31, 2014, real estate investments
consisted of two properties:
58
Main St. Topsfield, Ma 01983
| · | Description: 4,000 Square foot, Commercial Building |
| · | Status: Rented 100% occupancy. Lease term: 3-Year |
| · | Owner: Walker Partners, LLC |
| · | Purchase Price: $503,000 |
| · | Current
Mortgage Debt: $548,171 |
.
7 Grove St., Topsfield, Ma 01983
| · | Description: 12,000 Square foot, Business Office, Retail and Professional
Space |
| · | Status: Rented at 100% occupancy. Lease term: 3-Year |
| · | Owner: Grove Realty Partners, LLC |
| · | Purchase Price: $2.025 million |
| · | Current Mortgage Debt: $1,425,982 |
For the three and six month periods ending
October 31, 2014 and 2013, the Company recognized rental revenues from the properties of $56,567, $120,134, $56,530 and $95,417,
respectively. Rent for the current three and Six month period includes $9,000 and $18,000 from a related party who occupies an
office in one of the Company’s properties.
Depreciation expense for the three and six
month periods ended October 31, 2014 and 2013 totaled $22,263, $44,500, $21,815, and $44,246, respectively.
NOTE 6 – MORTGAGE AND RELATED
PARTY NOTES PAYABLE
58 Main Street
On January 16, 2014, the Company
assumed a mortgage note payable to a third-party, unrelated to the seller, on a property located at 58 Main Street, Topsfield,
Massachusetts. The note bears interest at 6.75% per annum and is due August 26, 2019. Monthly principal
and interest payments totaling $4,320 started on September 26, 2009 and will continue through the maturity date. The
mortgage note is secured by a mortgage on the property. At maturity, the balloon payment will be due in full. The remaining principal
balance as of October 31, 2014 is $548,171.
7 Grove Street
On January 16, 2014, the Company assumed
a mortgage note payable to a third-party, unrelated to the seller, on a property located at 7 Grove Street, Topsfield, Massachusetts. The
note bore interest at 7.9 % per annum and was scheduled to mature on September 5, 2032. Monthly payments of $17,775
started on October 5, 2008. The mortgage note was secured by a mortgage on the property. At maturity, the balloon payment
was to be due in full.
On April 12, 2014, the mortgage note
payable on the property at 7 Grove Street was paid in full by a shareholder. On that same date, a new mortgage payable was established
between the Company and its majority shareholder for an amount equal to the balance that was remaining on the original mortgage. The
new related party mortgage payable began on April 12, 2014 and is a 5-year fixed loan at 5.5% interest, with a balloon payment
on May 15, 2019 for the outstanding balance. Interest only payments began on May 15, 2014 in the amount of $6,536.
Future principal requirements on
long-term debt for fiscal years ending after October 31, 2014 are as follows:
Related Party Mortgage Payable | | |
Mortgage Payable | |
For fiscal year
ending | | |
Future Payout | | |
For fiscal year
ending | | |
Future Payout | |
| 2015 | | |
| - | | |
| 2015 | | |
| 3,342 | |
| 2016 | | |
| - | | |
| 2016 | | |
| 14,186 | |
| 2017 | | |
| - | | |
| 2017 | | |
| 15,291 | |
| 2018 | | |
| 1,425,982 | | |
| 2018 | | |
| 16,371 | |
| 2019 | | |
| - | | |
| 2019 | | |
| 17,527 | |
| 2020 and thereafter | | |
| - | | |
| 2020 and thereafter | | |
| 481,454 | |
| Total | | |
$ | 1,425,982 | | |
| Total | | |
$ | 548,171 | |
NOTE 7 – FUTURE RENTS AND
TENANT CONCENTRATION
The Company’s revenue is
derived from property leases with varied lease terms. The following table represents future minimum rents to be received under
non-cancelable leases with terms of twelve months or more as of October 31, 2014:
Future Rents | |
| 2015 | | |
$ | 57,583 | |
| 2016 | | |
$ | 93,457 | |
| 2017 | | |
$ | 11,172 | |
| Thereafter | | |
$ | - | |
| | | |
$ | 162,212 | |
For the three and six months ended October
31, 2014, two tenants represented approximately 18% and 24%, 19% and 11%, respectively of the Company’s revenue.
NOTE 8 – RELATED PARTY TRANSACTIONS
Related parties to the Company
include, but are not limited to, officers, directors, and shareholders. From time to time, the Company receives loans and advances
from Phalanx Partners and WS Advantage LP for working capital purposes. Phalanx Partners and WS Advantage LP formerly held equity
interests in Grove Realty Partners, LLC and Walker Partners, LLC and are currently shareholders and controlled by the Company’s
president.
An aggregate of $448,654 has been
received from related parties for working capital purposes and debt and expenses paid on the Company’s behalf. These advances
are interest-free and payable upon demand. During the three and six months ended October 31, 2014 and October 31, 2013, the Company
has imputed interest on the notes at a rate of 6.75% percent totaling $11,502 and $5,467 respectively.
During the three and six months ended
October 31, 2014, the Company received $9,000 and $18,000 in rental income from Phalanx Partners, who occupies an office in one
of the Company’s properties.
NOTE 9 - 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 10,000,000 have been issued for the amount of $1,000 on May
12, 2009 to the Company’s officers as founders’ shares.
On
May 13, 2013, we entered into a 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 July 22, 2013, the
Company authorized a 1:8 reverse split of its common shares. Prior to the split, the Company had 14,375,000 shares and post-split
shares outstanding are 1,796,875.
Capital Contribution
As a result of the contribution
of member interests of Grove Realty Partners, LLC and Walker Partners, LLC on January 16, 2014, the Company recorded $174,837
as contributed capital, representing the net of assets acquired and liabilities assumed.
During the six months
ended October 31, 2014, the Company recorded $11,502 as an in-kind contribution of interest imputed on shareholder loans.
NOTE
10 – SUBSEQUENT EVENTS
The Company has evaluated all events
that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be
reported.
ITEM 2. |
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. This section includes a number of forward-looking statements
that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified
by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature,
refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Plan of Operations
Magnolia Lane Income Fund was incorporated in the state of
Delaware on May 12, 2009 under the name Palmerston Stock Agency, Inc. We were formed to commence business as a stock agent in the
wool trade.
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.
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 3.1.
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.
On December 23, 2013, a shareholder of ours, Magnolia Lane
Financial, entered into three separate LLC Membership Interest Purchase and Sale Agreements for the acquisition of two limited
liability companies, Grove Realty Partners, LLC and Walker Partners, LLC (the “Acquisition Agreements”). Pursuant
to the Acquisition Agreements, Magnolia Lane Financial acquired 100% of the equity interests in Grove Realty Partners, LLC and
Walker Partners, LLC. As consideration for the acquisition, Magnolia Lane Financial transferred 134,574 shares of our Common Stock
to WS Advantage and Phalanx Wealth Management (the “Consideration Shares”). For purposes of the Acquisition
Agreements, the parties valued the shares at $16.60 per share for a total purchase price of $2,233,928. Prior to this transaction,
Magnolia Lane Financial owned 1,250,000 shares of our common stock and now owns 1,115,426 shares of our common stock. WS Advantage,
LP owns 115,347 shares of our common stock and Phalanx Partners, LLC owns 19,227 shares of our common stock.
Subsequently, on January 16, 2014, we entered into an LLC
Membership Interest Purchase and Sale Agreement with Magnolia Lane Financial, Inc. (the “Agreement”). Pursuant
to the Agreement, we acquired all rights, title and interest to all assets of Magnolia Lane Financial, including the assets acquired
in the Acquisition Agreements, for a total purchase price of $3,000.
As of October 31, 2014, real estate
that we, through our subsidiaries, owned consisted of two properties:
7 Grove St.,
Topsfield, Ma 01983
|
· |
Description: 12,000 Square foot, Business Office, Retail and Professional Space |
|
· |
Status: Rented at 100% occupancy. Lease term: 3-Year |
|
· |
Owner: Grove Realty Partners, LLC |
|
· |
Purchase Price: $2.025 million |
|
· |
Current Mortgage Debt: $1,425,982 |
58 Main St. Topsfield,
Ma 0198.
|
· |
Description: 4,000 Square foot, Commercial Building |
|
· |
Status: Rented 100% occupancy. Lease term: 3-Year |
|
· |
Owner: Walker Partners, LLC |
|
· |
Purchase Price: $503,000 |
|
· |
Current Mortgage Debt: $548,171 |
For the three month period ending October 31, 2014, the Company
recognized rental revenues of $56,567 which includes $9,000 from a related party who occupies an office in one of the Company’s
properties.
Total operating expense for the three months ended October
31, 2014 totaled $108,296 which consists of operating costs of $15,836, professional fees of $30,945, repairs and maintenance of
$3,539, depreciation of $22,263 and interest expense of $35,713.
Limited Operating History
We have only begun generating modest revenue, have a limited
financial history and have limited capital. 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.
Going Concern
We have only recently begun earning revenues from operations.
The Company had an accumulated deficit of $412,132 and net cash used in operations of $29,614. 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.
Results of Operations
For the three months ended October 31, 2014 and 2013
Our rental revenue for the three months ended October 31,
2014 reflects the contribution of rental properties to the Company on January 16, 2014. Revenues were $56,567 as compared to $56,530
in revenue for the three months ended October 31, 2013. The rental revenue stayed the same year over year. Operating expenses for
the three months ended October 31, 2014 totaled $108,296 resulting in a loss of $51,729, as compared with operating expenses of
$98,618 for the three month period ended October 31, 2013. Our operating expenses for the three months ended October 31, 2014,
consisted of $15,836 in operating costs, $30,945 in professional fees, $3,539 in repairs and maintenance, $22,263 in depreciation
and $35,713 in interest expense.
For the six months ended October 31, 2014 and 2013
Our rental revenue for the six months ended October 31,
2014 reflects the contribution of rental properties to the Company on January 16, 2014. Revenues were $120,134 for the six months
ended October 31, 2014 as compared to $95,417 in revenue for the six months ended October 31, 2013. The rental revenue increased
by 24,717 from the prior year which was primarily attributable to a full six months of
operations being reflected in the current period, versus the prior period which reflects revenues earned from the date of common
control of May 12, 2013 to October 31, 2013. Operating expenses for the six months ended October
31, 2014 totaled $216,845 resulting in a loss of $96,711, as compared with operating expenses of $179,853 for the six month period
ended October 31, 2013 resulting in a loss of $84,436. Our operating expenses for the six months ended October 31, 2014, consisted
of $38,446 in operating costs, $53,443 in professional fees, $7,273 in repairs and maintenance, $44,500 in depreciation and $73,183
in interest expense.
Capital Resources and Liquidity
As of October 31, 2014 we had $36,465 cash on hand.
As of October 31, 2014, the Company had a stockholders’
deficit of $104,341. For the three months ended October 31, 2014 and 2013, the Company had a net loss of $51,729 and $42,088, respectively.
The Company’s stockholders’ deficiency is primarily due to, among other reasons, interest expenses and general administrative
expenses.
Net cash provided by operating activities was $29,614 for
the three months ended October 31, 2014 as compared to a net cash used in operation of $(51,980) for the three months ended October
31, 2013.
Net cash used in investing activities was $9,493 for the
three months ended October 31, 2014.
Net cash used in financing activities amounted to $3,035
for the three months ended October 31, 2014.
Our principal sources of liquidity include cash from rental
revenue and loans from shareholders to cover mortgage obligations.
Mortgage Obligations
58 Main Street
On January 16, 2014, the Company
assumed a mortgage note payable to a third-party, unrelated to the seller, on a property located at 58 Main Street, Topsfield,
Massachusetts. The note bears interest at 6.75% per annum and is due August 26, 2019. Monthly principal
and interest payments totaling $4,320 started on September 26, 2009 and will continue through the maturity date. The
mortgage note is secured by a mortgage on the property. At maturity, the balloon payment will be due in full. The remaining principal
balance as of October 31, 2014 is $548,171.
7 Grove Street
On January 16, 2014, the Company assumed
a mortgage note payable to a third-party, unrelated to the seller, on a property located at 7 Grove Street, Topsfield, Massachusetts. The
note bore interest at 7.9 % per annum and was scheduled to mature on September 5, 2032. Monthly payments of $17,775
started on October 5, 2008. The mortgage note was secured by a mortgage on the property. At maturity, the balloon payment
was to be due in full.
On April 12, 2014, the mortgage note
payable on the property at 7 Grove Street was paid in full by a shareholder. On that same date, a new mortgage payable was established
between the Company and its majority shareholder for an amount equal to the balance that was remaining on the original mortgage. The
new related party mortgage payable began on April 12, 2014 and is a 5-year fixed loan at 5.5% interest, with a balloon payment
on May 15, 2019 for the outstanding balance. Interest only payments began on May 15, 2014 in the amount of $6,536.
Related Party Loans
From time to time, the Company receives loans and advances
from Phalanx Partners and WS Advantage LP for working capital purposes. Phalanx Partners and WS Advantage LP formerly
held equity interests in Grove Realty Partners, LLC and Walker Partners, LLC and are currently controlled by the Company’s
president and are shareholders.
An aggregate of $449,149 has been received from related parties
for working capital purposes and debt and expenses paid on the Company’s behalf. These advances are interest-free and payable
upon demand. During the three and six months ended October 31, 2014 and October 31, 2013, the Company has imputed interest on the
notes at a rate of 6.75% percent totaling $11,502 and $5,467 respectively.
During the three months ended October 31, 2014, the Company
received $9,000 in rental income from Phalanx Partners, who occupies an office in one of the Company’s properties.
We believe that our currently available working capital and
availability of loans from related parties referred to above should be adequate to sustain our operations at the current level
for the next twelve months. Should we not be able to meet our current financial needs, the Company will seek alternative methods
of financing, such as issuing convertible debt or introducing additional shares of its common stock into the market.
Recent Accounting Pronouncements
There are no new accounting pronouncements that are expected
to have a material impact on the Company's financial position or results of operations.
Critical Accounting Policies and Estimates
Rental Property, Net
Rental property assets are stated at
cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the estimated useful lives of the asset.
We capitalize replacements and improvements,
such as HVAC equipment, structural replacements, windows, appliances, flooring, carpeting and renovations. Ordinary repairs and
maintenance, such as unit cleaning, painting and appliance repairs, are expensed when incurred.
Asset | |
Useful Life (in years) |
Building | |
30 years |
Land | |
Indefinite |
Building Improvements | |
30 years |
Impairment of Real Estate Investments
The Company assesses on a regular basis
whether there are any indicators that the carrying value of rental property assets may be impaired. Potential indicators may include
an increase in vacancy at a property, tenant reduction in utilization of a property, tenant financial instability and the potential
sale of the property in the near future. An asset is determined to be impaired if the asset’s carrying value is in excess
of its estimated fair value.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Smaller reporting companies are not required to provide the
information required by this item.
Item 4. |
Controls and Procedures |
Disclosure of controls and procedures.
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,
to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute
assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management was required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of
any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control
may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.
As required by the SEC Rule 13a-15(b), we carried out an
evaluation under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material
weaknesses described below.
In light of the material weaknesses described below, we performed
additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally
accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in
all material respects, our financial condition, results of operations and cash flows for the periods presented.
A material weakness is a control deficiency (within the meaning
of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result
in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented
or detected. Management has identified the following material weaknesses which have caused management to conclude that as of October
31, 2014 our disclosure controls and procedures were not effective at the reasonable assurance level:
|
(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. |
To address these material weaknesses, management performed
additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material
respects, our financial position, results of operations and cash flows for the periods presented.
Changes in internal controls over financial reporting.
There has been no change in our internal control over financial
reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting
PART II - OTHER INFORMATION
Item 1. |
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 the Company,
any of our officer or director in their capacities as such, in which an adverse decision could have a material adverse effect.
Smaller reporting companies are not required to provide the
information required by this item.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
None.
Item 3. |
Defaults Upon Senior Securities |
None.
Item 4. |
Mine Safety Disclosures |
Not applicable.
Item 5. |
Other Information |
None
3.1 |
Amendment to Articles of Incorporation for Name Change to Magnolia Lane Income Fund |
|
|
31.1 |
Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1+ |
Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101 |
Interactive Data File |
+ In accordance with SEC Release 33-8238, Exhibit 32.1 is
being furnished and not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
MAGNOLIA LANE INCOME FUND |
|
|
Date: December 15, 2014 |
By: |
/s/ Brian Woodland |
|
|
Brian Woodland |
|
|
President and Chief Financial Officer |
|
|
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial and Accounting Officer) |
8
Exhibit 3.1
State of Delaware
Secretary of State
Division of Corporations
Delivered 11:02 AM 08/01/2013
FILED 10:53 AM 08/01/2013
SRV 130943005 - 4686326 FILE |
|
|
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION OF
PALMERSTON
STOCK AGENCY, INC.
Palmerston
Stock Agency, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), does hereby certify that:
FIRST: The
name of the Corporation is Magnolia Lane Income Fund
SECOND: This
Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation's Certificate
of Incorporation filed with the Secretary of State on May 12, 2009 (the “Certificate of Incorporation”) and
any amendments thereto.
THIRD: The
Article numbered FOURTH of the Certificate of Incorporation is hereby deleted and replaced in its entirety with the following:
FOURTH
The
total number of shares of stock which the Corporation has authority to issue is Two Hundred Million (200,000,000) shares, at a
par value of $0.0001 per share and total number authorized shares of preferred stock is 100,000,000 at a par value of $0.0001
Without
regard to any other provision of this Certificate of Incorporation, each eight (8) shares of common stock issued and outstanding
(and including each fractional share held by any stockholder and each fractional interest held by the Corporation or its agent
pending disposition on behalf of those entitled thereto), immediately prior to the time this amendment becomes effective shall
be and hereby is automatically reclassified and changed (without any further act) into one (1) fully-paid and nonassessable shares
of common stock (or, with respect to such fractional shares and interests, such lesser number of shares and fractional shares
or interests as may be applicable based upon such 1 to 8 ratio), without increasing or decreasing the amount of stated capital
or paid-in surplus of the Corporation, provided that no fractional shares shall be issued.
FOURTH: This
amendment was duly adopted in accordance with the provisions of sections 228 and 242 of the General Corporation Law of the State
of Delaware.
FIFTH: This
Certificate of Amendment shall be effective as of 6:01 p.m. EST on the date written below.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized
this 22nd day of July, 2013.
|
PALMERSTON
STOCK AGENCY, INC. |
|
|
|
|
By: |
/s/
Brian Woodland |
|
|
Name :
Brian Woodland |
|
|
Title :
President |
STATE
OF MASSACHUSETTS
COUNTY
OF ESSEX
On
this 22nd day of July, 2013, before me did appear Brian Woodland, to me personally known, who by me duly sworn, did acknowledge
said Amendment.
|
/s/
Deborah Cockrell Duchemin |
|
|
|
NOTARY
PUBLIC |
|
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE
SARBANES-OXLEY ACT OF 2002
I, Brian Woodland, certify that:
1. I have reviewed this quarterly report
on Form 10-Q of Magnolia Lane Income Fund;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge,
the financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent function):
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: December 15, 2014 |
By: |
/s/ Brian Woodland |
|
|
Brian Woodland |
|
|
President and Chief Financial Officer |
|
|
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report
of Magnolia Lane Income Fund., (the “Company”) on Form 10-Q for the period ended October 31, 2014 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), Brian Woodland, Chief Executive Officer and Chief
Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: December 15, 2014 |
By: |
/s/ Brian Woodland |
|
|
Brian Woodland |
|
|
President and Chief Financial Officer |
|
|
(Duly Authorized Officer, Principal Executive Officer
and Principal Financial and Accounting Officer) |
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff upon request.
Huntwicke Capital (PK) (USOTC:HCGI)
過去 株価チャート
から 5 2024 まで 6 2024
Huntwicke Capital (PK) (USOTC:HCGI)
過去 株価チャート
から 6 2023 まで 6 2024