HUBILU VENTURE CORPORATION (OTCMKTS:HBUV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 18, 2016, we entered into a purchase contract (the
Zinnia Agreement) with Zinnia Investments, LLC (Zinnia), a
Wyoming limited liability company, which was 100% owned by
Esteban Coaloa. On January 3, 2017, Zinnia amended its operating
agreement to admit Jacaranda Investments, Inc. (Jacaranda) as a
45% member and the Marisol Trust, Lorenzo Soria, as Trustee, as a
10% member. On January 3, 2017, all of the members of Zinnia
approved the sale of Zinnia to us. Jacaranda is 100% owned by our
Chairman and CEO and Esteban Coaloa is our Vice President. Under
the terms of the Zinnia Agreement, we will acquire 100% of the
membership interests of Zinnia for $925,000 (the Purchase Price).
Zinnias sole asset is the real property located at 2909 South
Catalina Street, Los Angeles, California (the Property). Under
the terms of the Zinnia Agreement, our consideration for the
Purchase Price is: (1) a $655,000 All Inclusive Deed of Trust,
secured by the Property, and a promissory note (the Note), which
bears interest at 6%, interest only, with $145,000 due in one (1)
year and the balance due on in two (2) years; and (2) 270,000
share of our Series 1 Convertible Preferred Stock at an issuance
price of $1.00 per share, for $270,000 (the Zinnia Preferred
Stock). The interest rate on the Note will decrease to the
greater of 3.5%, principal and interest or the 11th
District Cost of Funds Index plus 2.8% principal and interest,
rounded up to the nearest 0.125% and adjusted every six (6)
months starting the 1st day of month 6 following the
$145,000 payoff, and adjusting every 6 months thereafter. The
Zinnia Preferred Stock is convertible into our common stock at
the lesser of $0.50 per share or a 10% discount to the average
closing price of our common stock for the five (5) days prior to
the holders date of conversion. The Zinnia Preferred Stock pays a
5% dividend in-kind, annually. Under the terms of the Zinnia
Agreement, the closing was subject to our verification of title,
rental income and our satisfaction with the completion and
results of Zinnias audited financial statements.
On September 26, 2016, we entered into a purchase contract (the
Akebia Agreement) with Akebia Investments, LLC (Akebia), a
Wyoming limited liability company, which was 100% owned by
Esteban Coaloa. On January 2, 2017, Akebia amended its operating
agreement and admitted Jacaranda as a 90% member. On January 2,
2017, all of the members of Akebia approved the sale to us.
Jacaranda and Esteban Coaloa are related parties as described
above. We agreed to acquire 100% of the membership interests of
Akebia for $890,000 (the Purchase Price). Akebias sole asset is
the real property located at 3711 South Western Avenue, Los
Angeles, California (the Akebia Property). The terms of the
Akebia Agreement, our consideration for the Purchase Price is:
(1) a $710,000 All Inclusive Deed of Trust, secured by the Akebia
Property and a promissory note (the Akebia Note), which bears
interest at 6%, interest only, with $100,000 due in one (1) year
and the balance due on August 1, 2019; and (2) 180,000 shares of
our Series 1 Convertible Preferred Stock at an issuance price of
$1.00 per share, for $180,000 (the Akebia Preferred Stock). After
the $100,000 is paid off, the interest rate on the balance of the
note will decrease to 4% principal and interest. The Akebia
Preferred Stock is convertible into our common stock at the
lesser of $0.50 per share or a 10% discount to the average
closing price of our common stock for the five (5) days prior to
the holders date of conversion. The Akebia Preferred Stock pays a
5% dividend in-kind, annually. Under the terms of the Akebia
Agreement, the closing was subject to our verification of title,
rental income and our satisfaction with the completion and
results of Akebias audited financial statements.
On April 4, 2017, our auditors completed their audits of Zinnias
and Akebias financial statements and, on April 7, 2017, our sole
director approved of the audited results and the acquisitions of
Zinnia and Akebia to close the transactions on April 10, 2017.
The foregoing description of the acquisition of Zinnia and the
Zinnia Agreement and the transaction contemplated thereby
contained herein is qualified in its entirety by reference to the
Zinnia Agreement, a copy of which is attached hereto as Exhibit
10.1 and incorporated into this Item 1.01 by reference.
The foregoing description of the acquisition of Akebia and the
Akebia Agreement and the transaction contemplated thereby
contained herein is qualified in its entirety by reference to the
Akebia Agreement, a copy of which is attached hereto as Exhibit
10.2 and incorporated into this Item 1.01 by reference.
Set forth in Item 9.01 is the financial statement prepared to
Rule 3-14 of Regulation S-X relating to the acquisition of Zinnia
and Akebia, which are each individually significant within the
meaning of Rule 3-14.
Item 2.01 Completion of Acquisition or Disposition of Assets.
| (a) |
On April 10, 2017, we completed our acquisition of all the outstanding membership interests (the Zinnia Acquisition) of Zinnia Investments, LLC (Zinnia) for $925,000 (the Purchase Price). Zinnias sole asset is the real property located at 2909 South Catalina Street, Los Angeles, California (the Property). The Purchase Price consisted of a: (1) a $655,000 All Inclusive Deed of Trust, secured by the Property, and a promissory note (the Zinnia Note), which bears interest at 6%, interest only, with $145,000 due in one (1) year and the balance due on in two (2) years; and (2) 270,000 share of our Series 1 Convertible Preferred Stock at an issuance price of $1.00 per share, for $270,000 (the Zinnia Preferred Stock). The interest rate on the Zinnia Note will decrease to the greater of 3.5%, principal and interest or the 11th District Cost of Funds Index plus 2.8% principal and interest, rounded up to the nearest 0.125% and adjusted every six (6) months starting the 1st day of month 6 following the $145,000 payoff, and adjusting every 6 months thereafter. The Zinnia Preferred Stock is convertible into our common stock at the lesser of $0.50 per share or a 10% discount to the average closing price of our common stock for the five (5) days prior to the holders date of conversion. The Zinnia Preferred Stock pays a 5% dividend in-kind, annually. |
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Zinnias membership was 45% owned by Jacaranda Investments, Inc., a corporation 100% owned by our Chairman and CEO and 45% owned by Esteban Coaloa, one of our officers. 10% was owned by an unrelated third-party. The Purchase Price was determined by an independent third party appraisal and the consideration given was approved by our sole director. |
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The foregoing description of the Zinnia Acquisition and the Zinnia Purchase Agreement and the transaction contemplated thereby contained herein is qualified in its entirety by reference to the Zinnia Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 2.01 by reference. |
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| (b) |
On April 10, 2017, we completed our acquisition of all of the outstanding membership interests (the Akebia Acquisition) of Akebia Investments, LLC (Akebia) for $890,000 (the Purchase Price). Akebias sole asset is the real property located at 3711 South Western Avenue, Los Angeles, California (the Akebia Property). The terms of the Akebia Agreement, our consideration for the Purchase Price is: (1) a $710,000 All Inclusive Deed of Trust, secured by the Akebia Property and a promissory note (the Akebia Note), which bears interest at 6%, interest only, with $100,000 due in one (1) year and the balance due on August 1, 2019; and (2) 180,000 shares of our Series 1 Convertible Preferred Stock at an issuance price of $1.00 per share, for $180,000 (the Akebia Preferred Stock). After the $100,000 is paid off, the interest rate on the balance of the note will decrease to 4% principal and interest. The Akebia Preferred Stock is convertible into our common stock at the lesser of $0.50 per share or a 10% discount to the average closing price of our common stock for the five (5) days prior to the holders date of conversion. The Akebia Preferred Stock pays a 5% dividend in-kind, annually. |
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Akebias membership was 90% owned by Jacaranda Investments, Inc., a corporation 100% owned by our Chairman and CEO and 10% owned by Esteban Coaloa, one of our officers. The Purchase Price was determined by an independent third party appraisal and the consideration given was approved by our sole director. |
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The foregoing description of the Akebia Acquisition and the Akebia Purchase Agreement and the transaction contemplated thereby contained herein is qualified in its entirety by reference to the Akebia Purchase Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated into this Item 2.01 by reference. |
Item 3.02 Unregistered Sales of Equity
Securities
On April 10, 2017, the Company acquired 100% of the membership
interest of Zinnia Investments, LLC for $925,000, which, as part
of the consideration, included the issuance of 270,000 shares of
our Series 1 Convertible Preferred Stock, at a price of $1.00 per
share, in a private placement to 3 accredited investors,
including 45% from an entity 100% controlled by our sole
director, 45% from one of our officers, and 10% from an unrelated
third-party member.
We used the issuance as part of the consideration toward the
Purchase Price as described under Item 1.01 above. The Zinnia
Agreement is attached as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
All the securities were issued and sold in reliance upon the
exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933 (the Act) and Rule 506(b)
promulgated thereunder. These securities may not be offered or
sold in the United States in the absence of an effective
registration statement or exemption from the registration
requirements under the Act. The investors are accredited
investors and there was no general solicitation.
On April 10, 2017, the Company acquired 100% of the membership
interest of Akebia Investments, LLC for $890,000, which, as part
of the consideration, included the issuance of 180,000 shares of
our Series 1 Convertible Preferred Stock, at a price of $1.00 per
share, in a private placement to 2 accredited investors,
including 90% from an entity 100% controlled by our sole director
and 10% from one of our officers.
We used the issuance of the Akebia Preferred Shares as part of
the consideration toward the Purchase Price as described under
Item 1.01 above. The Akebia Agreement is attached as Exhibit 10.2
to this Form 8-K and is incorporated herein by reference.
All the securities were issued and sold in reliance upon the
exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933 (the Act) and Rule 506(b)
promulgated thereunder. These securities may not be offered or
sold in the United States in the absence of an effective
registration statement or exemption from the registration
requirements under the Act. The investors are accredited
investors and there was no general solicitation.
Item 8.01 Other Events.
On April 14, 2017, we issued a press release announcing the
completion of the acquisition of Zinnia Investments, LLC and
Akebia Investments, LLC, a copy of which is attached hereto as
Exhibit 99.4, and incorporated herein by reference.
On April 14, 2017, we adopted the mission statement Strategic
Growth Through Smart Ventures, which we believe states our
philosophy for approaching future acquisitions.
On April 14, 2017, we, in addition to continuing to seek real
estate opportunities to acquire, will actively start seeking to
acquire profitable operating, positive cash flow businesses
located in CA, AZ and NV, with a preference to business located
in Southern California. We are open to all industries, but have
particular interest in Business Services (Property Management,
Green, Healthcare, I.T./Cloud, and e-Commerce (B2B, B2C).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Zinnia Investments, LLC The historical audited financial
statements of Zinnia Investments, LLC at December 31, 2016 and
2015 and for each of the years in the periods ended December 31,
2016 and 2015 is attached as Exhibit 99.1 to this Current Report
on Form 8-K. These financial statements include:
| Independent Auditors Report | ||
| Balance Sheets for the years ended December 31, 2016 and 2015 | ||
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Statement of Operations for the years ended December 31, 2016 and 2015 |
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| Statements of Changes in Members Equity (Deficit) | ||
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Statement of Cash Flows for the years ended December 31, 2016 and 2015 |
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Notes to the Financial Statements for the years ended December 31, 2016 and 2015 |
Akebia Investments, LLC – The historical audited financial
statements of Akebia Investments, LLC at December 31, 2016 and
2015 and for each of the years in the periods ended December 31,
2016 and 2015 is attached as Exhibit 99.2 to this Current Report
on Form 8-K. These financial statements include:
| Independent Auditors Report | ||
| Balance Sheets for the years ended December 31, 2016 and 2015 | ||
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Statement of Operations for the years ended December 31, 2016 and 2015 |
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| Statements of Changes in Members Equity (Deficit) | ||
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Statement of Cash Flows for the years ended December 31, 2016 and 2015 |
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Notes to the Financial Statements for the years ended December 31, 2016 and 2015 |
(b) Pro Forma Financial Information
The unaudited pro forma consolidated combined financial
information of the Company at December 31, 2016 and the year
ended December 31, 2016 reflecting the acquisition of Zinnia
Investments, LLC and Akebia Investments, LLC is attached as
Exhibit 99.3 to this Current Report on Form 8-K. This financial
information includes:
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Pro Forma Consolidated Balance Sheet for the years ended December 31, 2016 (Unaudited) |
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Pro Forma Consolidated Statement of Operation for the year ended December 31, 2016 (Unaudited) |
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Notes to the Pro Forma Consolidated Financial Statements for the years ended December 31, 2016 (Unaudited) |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Purchase Contract, dated as of August 18, 2016, among Hubilu Venture Corporation and Zinnia Investments, LLC. |
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| 10.2 |
Purchase Contract, dated as of September 26, 2016, among Hubilu Venture Corporation and Akebia Investments, LLC. |
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| 99.1 |
Audited Financial Statements of Zinnia Investments, LLC at December 31, 2016 and 2015. |
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| 99.2 |
Audited Financial Statements of Akebia Investments, LLC at December 31, 2016 and 2015. |
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| 99.3 |
Unaudited Pro Forma Consolidated Financial Information at December 31, 2016 and for the year ended December 31, 2016. |
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| 99.4 | Press Release, dated April 14, 2017. |
About HUBILU VENTURE CORPORATION (OTCMKTS:HBUV)
Hubilu Venture Corporation is a development-stage company. The Company is a real estate advisory and consulting company that assists real estate investor professionals, as well as established companies, with advisory and consulting services focused on providing research, analysis and acquisition opportunities to them. The Company focuses on start-up, development and operational activities, which include formation of the company; development of its business plan; evaluation of various target real estate professionals and investors to market its services; research on marketing channels/strategies for its services, and research on services and the pricing of its services. It focuses on assisting investors by providing them with the property opportunities, analysis and guidance to manage their ability to purchase or lease real estate.