Item 1.01 Entry into a Material Definitive Agreement.
(a) On January 2, 2020, the Company entered, through its subsidiary, Triolosa
Investments LLC, a Wyoming Limited Liability Company ("Trilosa") into a non
binding purchase agreement ("the Denker Agreement") with Oscar A. Herrera and
Maria F. Herrera ("Property Seller") to acquire real property located at 3906
Denker Avenue in Los Angeles. The acquisition for $520,000 closed on February
20, 2020. The terms of the Hubilu membership interest purchase were subject to
two loans as follows: (1) A first position note with payment on principal
balance of $416,000 issued by the Property Owner, Trilosa, owing to lender,
Visio Financial Services, Inc, whose terms of payments due are principle and
interest, on unpaid principal at the rate of 6% per annum. Principal and
interest payable in monthly installments of $2,494.13 or more starting on April
1, 2020 and continuing until the 1st day of March 2050, at which time the entire
principal balance together with interest due thereon, shall become due and
payable. The initial fixed interest rate will change to an adjustable interest
rate on the 1st day of March 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 $140,000 second position note owing
by Trilosa to Belladonna, 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 $700.00 or more on the 15thday of each month
beginning on the 15th day of March 2020 and continuing until the 14th day of
February 2025, 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 Denker Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Denker Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated into this Item 1.01 by reference.
(b) On June 5, 2020, the Company entered, through its subsidiary, Lantana
Investments, LLC, a Wyoming Limited Liability Company ("Lantana") into a
non-binding purchase contract ('the Budlong Agreement") with equal undivided 25%
interest between Alton Fuller, Melanie Costly, Rhodell Hubert Costly and the
guardianship estate of Ryan Jarvis ("Property Sellers") to acquire real property
located at 3408 S. Budlong Ave, Los Angeles CA. The acquisition for $624,000
("Purchase Price") closed July 24, 2020. The terms of the Hubilu membership
interest purchase were subject to two loans as follows. (1) A first position
note with payment on principal balance of $470,000 issued by the Property Owner,
Lantana, owing to lender, Golden Empire Mortgage, whose terms of payments due
are principle and interest, on unpaid principal at the rate of 5% per annum.
Principal and interest payable in monthly installments of $1,958.33 or more
starting on July 24, 2020 and continuing until the 24th day of August 2021, at
which time the entire principal balance together with interest due thereon,
shall become due and payable. (2) A $140,000 second position note owing by
Lantana to Belladonna, 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 $700.00 or more on the 15th day of each month beginning
on the 15th day of March 2020 and continuing until the 14th day of February
2025, 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 Budlong Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Budlong Agreement, a copy of which is attached hereto as
Exhibit 10.2 and incorporated into this Item 1.01 by reference.
(c) On September 11, 2020, the Company entered, through its subsidiary, Kapok
Investments, LLC, a Wyoming Limited Liability Company ("Kapok") into a
non-binding purchase contract ('the Hill Agreement") with Marina Ardon,
("Property Seller") to acquire real property located at 3912 S. Hill Street, Los
Angeles CA. The acquisition for $645,000 ("Purchase Price") closed on November
11, 2020. The terms of the Hubilu membership interest purchase were subject to
two loans as follows. (1) A first position note with payment on principal
balance of $516,000 issued by the Property Owner, Kapok owing to lender, Visio
Financial Services, Inc, whose terms of payments due are principle and interest,
on unpaid principal at the rate of 6.425% per annum. Principal and interest
payable in monthly installments of $3,236.06 or more starting on January 1, 2021
and continuing until the 1st day of December 2050, at which time the entire
principal balance together with interest due thereon, shall become due and
payable. The initial fixed interest rate will change to an adjustable interest
rate on the 1st day of December 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 $ 152,000 second position
note owing by Kapok to Belladonna, whose terms of payments due were interest
only, payable on unpaid principal at the rate of 6.45% per annum. Interest only
payable in monthly installments of $813.83 or more on the 15th day of each month
beginning on the 2nd day of December 2020 and continuing until the 1st day of
December 2026 at which time the entire principal balance together with interest
due thereon, shall become due and payable.
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The foregoing description of the acquisition of the Hill Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Hill Agreement, copies of which is attached hereto as
Exhibit 10.3 and incorporated into this Item 1.01 by reference.
(d) On September 30, 2020, the Company entered, through its subsidiary, Trilosa
Investments, LLC, a Wyoming Limited Liability Company ("Trilosa") into a
non-binding purchase contract ('the Brighton Agreement") with Martha De Lira,
Perfecto Lomell, and Maria R. Lomell ("Property Sellers") to acquire real
property located at 4009 Brighton Ave, Los Angeles CA. The acquisition for
$601,000 ("Purchase Price") closed February 1, 2021. The terms of the Hubilu
membership interest purchase were subject to two loans as follows. (1) A first
position note with payment on principal balance of $540,000 issued by the
Property Owner, Trilosa, owing to lender, Center Street Lending VIII SPE,
Limited Liability Company, whose terms of payments due are interest only,
payable on unpaid principal at the rate of 8.50% per annum. Principal and
interest payable in monthly installments of $3,831.38 or more starting on March
1, 2021 and continuing until the 25h day of January 2022, at which time the
entire principal balance together with interest due thereon, shall become due
and payable. (2) A $125,000 second position note owing by Trilosa to Belladonna,
whose terms of payments due were interest only, payable on unpaid principal at
the rate of 6.60% per annum. Interest only payable in monthly installments of
$687.50 or more on the 18th day of each month beginning on the 18th day of
January 2021 and continuing until the 17th day of December 2026 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 Brighton Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Brighton Agreement, copies of which is attached hereto as
Exhibit 10.3 and incorporated into this Item 1.01 by reference.
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Item 2.01 Completion of Acquisition or Disposition of Assets.
(a) On February 22, 2020 we completed our acquisition, through our subsidiary
Trilosa Investments, LLC,, the real property located at 3906 Denker Avenue in
Los Angeles ("Denker"). The property was vacant at time of purchase. The
acquisition was for $535,000 ("Purchase Price"). The terms of the Hubilu
membership interest purchase was subject to two loans as follows. (1) A first
position note with payment on principal balance of $416,000 issued by the
Property Owner, Trilosa, owing to lender, Visio Financial Services, Inc, whose
terms of payments due are principle and interest, on unpaid principal at the
rate of 6% per annum. Principal and interest payable in monthly installments of
$2,494.13 or more starting on April 1, 2020 and continuing until the 1st day of
March 2050, at which time the entire principal balance together with interest
due thereon, shall become due and payable. The initial fixed interest rate will
change to an adjustable interest rate on the 1st day of March 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
$140,000 second position note owing by Trilosa to Belladonna, 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 $700.00 or
more on the 15th day of each month beginning on the 15th day of March 2020 and
continuing until the 14th day of February 2025, 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 Denker Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Denker Agreement, a copy of which is attached hereto as
Exhibit 10.4 and incorporated into this Item 1.01 by reference.
(b) On July 24, 2020 we completed our acquisition, through our subsidiary
Lantana Investments, LLC,, the real property located at 3408 Budlong Avenue in
Los Angeles ("Budlong"). The property was vacant at time of purchase. The
acquisition was for $624,000.00 ("Purchase Price"). The terms of the Hubilu
membership interest purchase was subject to two loans as follows. (1) A first
position note with payment on principal balance of $470,000 issued by the
Property Owner, Lantana, owing to lender, Golden Empire Mortgage, whose terms of
payments due are principle and interest, on unpaid principal at the rate of 5%
per annum. Principal and interest payable in monthly installments of $1,958.33
or more starting on July 24, 2020 and continuing until the 24th day of August
2021, at which time the entire principal balance together with interest due
thereon, shall become due and payable. (2) A $140,000 second position note owing
by Trilosa to Belladonna 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 $700.00 or more on the 15th day of each month beginning
on the 15th day of March 2020 and continuing until the 14th day of February
2025, 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 Budlong Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Budlong Agreement, a copy of which is attached hereto as
Exhibit 10.4 and incorporated into this Item 1.01 by reference.
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(c) On October 30, 2020 the Company closed on the acquisition, through our
subsidiary, of Kapok Investments, LLC, ("Kapok") and its real property asset
located at 3912 Hill Street, Los Angeles. ("Hill"). The property was vacant at
the time of purchase. The acquisition was for $645,000 ("Purchase Price"). The
terms of the Hubilu membership interest purchase was subject to two loans as
follows. (1) A first position note with payment on principal balance of $516,000
issued by the Property Owner, Kapok owing to lender, Visio Financial Services,
Inc, whose terms of payments due are principle and interest, on unpaid principal
at the rate of 6.425% per annum. Principal and interest payable in monthly
installments of $3,236.06 or more starting on January 1, 2021 and continuing
until the 1st day of December 2050, at which time the entire principal balance
together with interest due thereon, shall become due and payable. The initial
fixed interest rate will change to an adjustable interest rate on the 1st day of
December 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 $ 152,000 second position note owing by Kapok to
Belladonna, whose terms of payments due were interest only, payable on unpaid
principal at the rate of 6.45% per annum. Interest only payable in monthly
installments of $813.83 or more on the 15th day of each month beginning on the
2nd day of December 2020 and continuing until the 1stday of December 2026 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 Hill Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Hill Agreement, a copy of which is attached hereto as
Exhibit 10.4 and incorporated into this Item 1.01 by reference.
(d) On February 1, 2021, the closed on the acquisition, through our subsidiary,
Trilosa Investments, LLC, a Wyoming Limited Liability Company ("Trilosa") and
its real property asset located at 4009 Brighton Ave, Los Angeles CA. The
acquisition for $601,000 ("Purchase Price"). The terms of the Hubilu membership
interest purchase were subject to two loans as follows. (1) A first position
note with payment on principal balance of $540,000 issued by the Property Owner,
Trilosa, owing to lender, Center Street Lending VIII SPE, Limited Liability
Company, whose terms of payments due are interest only, payable on unpaid
principal at the rate of 8.50% per annum. Principal and interest payable in
monthly installments of $3,831.38 or more starting on March 1, 2021 and
continuing until the 25h day of January 2022, at which time the entire principal
balance together with interest due thereon, shall become due and payable. (2) A
$125,000 second position note owing by Trilosa to Belladonna, whose terms of
payments due were interest only, payable on unpaid principal at the rate of
6.60% per annum. Interest only payable in monthly installments of $687.50 or
more on the 18th day of each month beginning on the 18th day of January 2021 and
continuing until the 17th day of December 2026 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 Brighton Agreement and the
transaction contemplated thereby contained herein is qualified in its entirety
by reference to the Brighton Agreement, copies of which is attached hereto as
Exhibit 10.3 and incorporated into this Item 1.01 by reference.
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 Kapok, Lantana and Trilosa, which is significant within
the meaning of Rule 3-14.
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