Current Report Filing (8-k)
2016年4月7日 - 7:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
March
24, 2016
Date
of Report (Date of earliest event reported)
MAGNOLIA
LANE INCOME FUND
(Exact
name of registrant as specified in its charter)
Nevada
|
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000-54379
|
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|
(State
or other
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|
(Commission
File Number)
|
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(IRS
Employer
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Jurisdiction
of Incorporation)
|
|
|
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Identification
No.)
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7
Grove Street
Topsfield,
MA 01983
(Address
of Principal Executive Offices) (Zip Code)
(978)
887-5981
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Series
A Preferred Shares
On
November 12, 2015, the board of directors (the “Board”) of Magnolia Lane Income Fund (the “Company”) authorized
a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock (the “Certificate of Designation”),
designating
five (5) shares of Series A Preferred stock. Each share of Series A Preferred
shall: (i) have a par value of $0.0001 per share, (ii) rank on parity with the Company's common stock and any class of series
of capital stock hereafter created, and (iii) be convertible into one share of common stock at the option of the holder until
January 1, 2017 after which the right to convert to common stock ceases. Holders of the Series A Preferred are entitled to vote
on all matters submitted to the Company's stockholders and are entitled to such number of votes as is equal to the number of shares
of Series A Preferred stock such holder owns. The holders of Series A Preferred stock are not entitled to any dividends declared
by the Company, nor do such holders have any liquidation preferences or any other asset distribution rights as it relates to the
Company.
Effective
on March 23, 2016, with the filing of the amendment to the Company's Articles of Incorporation with the Nevada Secretary of State,
specifically a Certificate of Designation, the Company amended its Articles of Incorporation to designate five (5) shares of its
authorized preferred stock as Series A Preferred Stock with specific rights and preferences.
The
summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its
entirety by reference to the Certificate of Designation.
Section 9.01
- Financial Statements and Exhibits
Exhibit
Number
|
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Description
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3.1
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Certificate
of Designation of Series A Preferred Stock as filed with the Nevada Secretary of State, dated March 23, 2016
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MAGNOLIA
LANE INCOME FUND
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Date: April
6, 2016
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By:
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/s/
Brian Woodland
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Name:
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Brian
Woodland
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Title:
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President
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3
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