Item 1.01 Entry into a Material Definitive Agreement.
(a) On March 8, 2019, the Company entered into a purchase contract with Adlon
Investments, Inc. a Wyoming Corporation ("Adlon"),to acquire its 100% membership
interest in Kapok Investments, LLC. ("the Kapok Agreement"), a Wyoming Limited
Liability Company ("Kapok"). Kapok's sole asset was the real property located at
1981 Estrella, Los Angeles. Kapok was owned by a related party. Under the terms
of the Kapok Agreement, the Company was to acquire 100% membership interest in
Kapok for $763,000. The terms of the Hubilu membership interest purchase was
subject to two loans as follows. (1) A $493,000 first position note owing by
Kapok whose terms of payments due were interest only, payable on unpaid
principal at the rate of 10.00% per annum. Interest only payable in monthly
installments of $4,108.33 or more on the 1st day of each month beginning on the
1st day of April, 2019 and continuing until the 31th day of August, 2019, at
which time the entire principal balance together with interest due thereon,
shall become due and payable. (2) A $270,00 second position note owing by Kapok,
whose terms of payments due were interest only, payable on unpaid principal at
the rate of 6.00% per annum. Interest only payable in monthly installments of
$1,350.00 or more on the 1st day of each month beginning on the 1st day of
April, 2019 continuing until the 31st day of March, 2022 at which time the
entire principal balance together with interest due thereon, shall become due
and payable.
(b) On September 16, 2019, the Company entered, through its subsidiary, Elata
Investments, LLC, a Wyoming Limited Liability Company ("Elata") entered into a
non-binding purchase contract ('the 38th Agreement") with Raul Oseguera,
("Property Seller") to acquire real property located at 1618 West 38th Street,
Los Angeles CA. The acquisition for $630,000 ("Purchase Price") was scheduled to
close on December 24, 2019. Terms to be determined.
(c) On October 25, 2019, the Company entered, through its subsidiary, Elata
Investments, LLC, a Wyoming Limited Liability Company ("Elata") entered into a
non-binding purchase contract ('the Dalton Agreement") with Ava Gillett,
("Property Seller") to acquire real property located at 4016 Dalton Avenue, Los
Angeles CA ("Elata"). The acquisition for $525,000 ("Purchase Price") was
scheduled to close on December 25, 2019. Terms to be determined.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
(a) On December 13, 2019 we completed our acquisition, through our subsidiary,
Elata Investments, LLC, the real property located at 4016 Dalton, Los Angeles CA
("Dalton"). The property was vacant at time of purchase. The acquisition was for
$525,000 ("Purchase Price"). Terms of the acquisition as follows: (1) A first
position note with payment on principal balance of $441,995.20 issued by the
Property Owner, Elata, owing to lender, Visio Financial Services, Inc, whose
terms of payments due are principle and interest, on unpaid principal at the
rate of 7.2% per annum. Principal and interest payable in monthly installments
of $2,850.91 or more starting on February 1, 2020 and continuing until the 1st
day of January 2050, at which time the entire principal balance together with
interest due thereon, shall become due and payable. Note: The initial fixed
interest rate will change to an adjustable interest rate on the 1st day of
January, 2025, and the adjustable interest rate may change on that day every
12th month thereafter. The date on which the initial fixed interest rate changes
to an adjustable interest rate, and each date on which my adjustable interest
rate could change. (2) a $83,004.80 second position note owing by Elata to
Belladonna Lily Investments, Inc ("Bella"), whose terms of payments due were
interest only, payable from December 11, 2019 on unpaid principal at the rate of
6% per annum. Interest only payable in monthly installments of $750.00 or more
on the 11th day of each month beginning on the January 11, 2020, and continuing
until December 10, 2023, at which time the entire principal balance together
with any outstanding interest due thereon, shall become due and payable. The
note to Bella in second position was increased to $150,000 at time of initial
funding, with the difference of $66,995.20 being used to fund closing costs,
carrying costs and fix up costs.
The foregoing description of the acquisition of the Dalton and the transaction
contemplated thereby contained herein is qualified in its entirety by reference
to the Dalton Closing Statement, copies of which is attached hereto as Exhibit
10.1 and incorporated into this Item 2.01 by reference.
(b) On December 30, 2019 we completed our acquisition, through our subsidiary,
Elata Investments, LLC ("Elata"), the real property located at 1618 West 38th
Street, Los Angeles CA ("38th"). The property was vacant at time of purchase.
The acquisition was for $630,000 ("Purchase Price"). Terms of the acquisition as
follows: (1) A first position note with payment on principal balance of
$504,000.00 issued by the Property Owner, Elata, owing to lender, Visio
Financial Services, Inc, whose terms of payments due are principle and interest,
on unpaid principal at the rate of 6.3% per annum. Principal and interest
payable in monthly installments of $3,119.62 or more starting on February 1,
2020 and continuing until the 1st day of January 2050, at which time the entire
principal balance together with interest due thereon, shall become due and
payable. Note: The initial fixed interest rate will change to an adjustable
interest rate on the 1st day of January, 2025, and the adjustable interest rate
may change on that day every 12th month thereafter. The date on which the
initial fixed interest rate changes to an adjustable interest rate, and each
date on which my adjustable interest rate could change. (2) A $126,000 second
position note owing by Elata to Belladonna Lily Investments, Inc ("Bella"),
whose terms of payments due were interest only, payable from December 11, 2019
on unpaid principal at the rate of 6% per annum. Interest only payable in
monthly installments of $750.00 or more on the 11th day of each month beginning
on January 11, 2020, and continuing until December 10, 2025, at which time the
entire principal balance together with any outstanding interest due thereon,
shall become due and payable. The note to Bella in second position was increased
to $150,000 at time of initial funding, with the difference of $24,000 being
used to fund closing costs, carrying costs and fix up costs.
The foregoing description of the acquisition of 38th and the transaction
contemplated thereby contained herein is qualified in its entirety by reference
to the 38th Closing Statement, a copy of which is attached hereto as Exhibit
10.2 and incorporated into this Item 2.01 by reference.
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(c) On December 31, 2019, the Company closed on the acquisition of Kapok
Investments, LLC, ("Kapok") and its real property asset located at 1981
Estrella, Los Angeles. Under the terms of the Kapok Agreement, the Company was
to acquire 100% membership interest in Kapok for $865,000. The property was
vacant at time of purchase. Kapok was owned by a related party. The terms of the
acquisition was subject to two loans as follows: (1) A $600,000 first position
note owing by Kapok to Belladonna Lily Investments, Inc. ("Bella") whose terms
of payments due were interest only, payable on unpaid principal at the rate of
5.00% per annum. Interest only payable in monthly installments of $2,500 or more
on the 1st day of each month beginning on the 1st day of January, 2020 and
continuing until the 30th day of November, 2023, at which time the entire
principal balance together with interest due thereon, shall become due and
payable. (2) A $265,000 second position note owing by Kapok to Bella, whose
terms of payments due were interest only, payable on unpaid principal at the
rate of 5.00% per annum. Interest only payable in monthly installments of
$1,200.00 or more on the 1st day of each month beginning on the 1st day of
February 2020 and continuing until the 30th day of November, 2023 at which time
the entire principal balance together with interest due thereon, shall become
due and payable.
The foregoing description of the acquisition of the Kapok and the transaction
contemplated thereby contained herein is qualified in its entirety by reference
to the Kapok Closing Statement, copies of which is attached hereto as Exhibit
10.3 and incorporated into this Item 2.01 by reference.
(d) On December 31, 2019, the Company acquired 100% membership interest in
Trilosa Investments, LLC, a Wyoming Limited Liability Company ("Trilosa") which
was owned by a related party. Trilosa's sole asset was the real property located
at 717 W. 42nd Place, Los Angeles CA. Under the terms of the Trilosa Agreement,
the Company acquired 100% membership interest in Trilosa for $471,000.00 ("the
Purchase Price") payable as follows: (1) subject to a $337,167.43 first position
mortgage with payment on principal balance of $337,167.43 owing to lender, Fay
Servicing, Inc., interest only from January 1, 2020 on unpaid principal at the
rate of 6.85% per annum in monthly installments of $1,924.66 or more on the 1st
day of each month, beginning with the first payment on the 1st day of February
2020 and continuing until 31st day of October 2025. (2) A $133,500.00 second
position note owing by Trilosa to Belladonna Lily Investments, Inc ("Bella"),
whose terms of payments due were interest only, payable from January 1, 2020 on
unpaid principal at the rate of 6.85% per annum. Interest only payable in
monthly installments of $762.06 or more on the 1st day of each month beginning
on the February 1, 2020, and continuing until April 30, 2022, at which time the
entire principal balance together with any outstanding interest due thereon,
shall become due and payable. Balance of purchase price paid in cash.
The foregoing description of the acquisition of the Trilosa and the transaction
contemplated thereby contained herein is qualified in its entirety by reference
to the Trilosa Closing Statement, a copy of which is attached hereto as Exhibit
10.4 and incorporated into this Item 2.01 by reference.
(e) On December 31, 2019, the Company acquired 100% membership interest in
Boabab Investments, LLC, a Wyoming Limited Liability Company ("Boabab") which is
owned by a related party. Boabab's sole asset was the real property located at
2115 Portland Street, Los Angeles CA. Under the terms of the Boabab Agreement,
the Company was to acquire 100% membership interest in Boabab for $942,000 ("the
Purchase Price") payable as follows: (1) a $ first position mortgage with
payment on principal balance of $616,899.15 owing to lender, Nexera Holding, LLC
dba Newfi Lending, a Delaware Corporation. interest only from July 1, 2019 on
unpaid principal at the rate of 6.00% per annum in monthly installments of
$3,721.13 or more on the 1st day of each month, beginning with the first payment
on the 1st day of January 2020 and continuing until 1st day of June 2049. Note:
The initial fixed interest rate will change to an adjustable interest rate on
the 1st day of June, 2024, and the adjustable interest rate may change on that
day every 12th month thereafter. The date on which the initial fixed interest
rate changes to an adjustable interest rate, and each date on which my
adjustable interest rate could change. (2) A $325,000.00 second position note
owing by Boabab to Belladonna Lily Investments, Inc ("Bella"), whose terms of
payments due were interest only, payable from December 31, 2019 on unpaid
principal at the rate of 5.00% per annum. Interest only payable in monthly
installments of $1,354.17 or more on the 1st day of each month beginning on the
1stday of February, 2020, and continuing until 30th day of April 2024, at which
time the entire principal balance together with any outstanding interest due
thereon, shall become due and payable.
The foregoing description of the acquisition of the Boabab and the transaction
contemplated thereby contained herein is qualified in its entirety by reference
to the Boabab Closing Statement, a copy of which is attached hereto as Exhibit
10.5 and incorporated into this Item 2.01 by reference.
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The Company intends to amend this Form 8-K to include the required Item 9.01
financial statements prepared pursuant to Rule 3-14 of Regulation S-X relating
to the acquisition of Elata, Kapok, Boabab and Trilosa, which is significant
within the meaning of Rule 3-14.
Item 3.01 Other Events.
On September 8, 2016, the Company authorized and designated 2,000,000 shares of
5% Voting, Cumulative Convertible Series 1 Preferred Stock (the "Preferred
Stock"). Effective September 30, 2019, the 5% Voting, Cumulative Convertible
Series 1 Preferred Stock date of conversion has been extended to the September
30, 2029.
On December 17, 2019 we issued a press release announcing the completion of the
acquisition of 4016 Dalton Ave, Los Angeles, CA, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
On January 3, 2020 we issued a press release announcing the completion of the
acquisition of 1618 W. 38th Street, Los Angeles, CA, a copy of which is attached
hereto as Exhibit 99.2 and incorporated herein by reference.
On January 15, 2020 we issued a press release announcing the completion of the
acquisition of Kapok Investments, LLC, a copy of which is attached hereto as
Exhibit 99.3 and incorporated herein by reference.
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