Quarterly Report (10-q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 000-55611

Hubilu Venture Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware

47-3342387

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

205 South Beverly Drive, Suite 205
Beverly Hills, CA		90212
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 308-7887

Indicate by check mark whether the registrant (1) has 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 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 ☒ No ☐

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 file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		HBUV		OTC Pink

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 2, 2021 the number of shares outstanding of the issuer’s sole class of common stock, $0.001 par value per share, is 26,237,125.

table of contents

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statement of Stockholders’ Deficit	5
Consolidated Statement of Cash Flows	6
Notes to the Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk	15
Item 4. Controls and Procedures	15
PART II — OTHER INFORMATION	15
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures	15
Item 5. Other Information	15
Item 6. Exhibits	16
SIGNATURES	17

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

HUBILU VENTURE CORPORATION

Consolidated Balance Sheets

	June 30, 2021			December 31, 2020
	(unaudited)
ASSETS
Real Estate, at cost
Land	$	7,749,479		$	6,772,379
Building and capital improvements		3,409,275			2,813,564
		11,158,754			9,585,943
Accumulated Depreciation		(289,222	)		(238,383	)
Investment in real estate, net		10,869,532			9,347,560
Cash		54,384			144,664
Funds held in escrow		-			18,030
Deposits		6,600			6,600
Prepaid expenses		19,500			3,865

TOTAL ASSETS	$	10,950,016		$	9,520,719

LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Property indebtedness, related party	$	10,120,426		$	9,006,922
Accounts payable		7,735			8,182
Security deposits		157,014			145,374
Promissory notes payable- related party		182,056			182,056
Loans payable, investor		258,197			-
Preferred shares		602,485			586,264
Due to related party		474,271			492,500

TOTAL LIABILITIES		11,802,184			10,421,298

STOCKHOLDERS’ DEFICIT
26,237,125 issued and outstanding on June 30, 2021 (December 31, 2020: 26,237,125)		26,237			26,237
Additional paid-in capital, common stock		759,019			742,556
Accumulated Deficit		(1,637,424	)		(1,669,372	)
TOTAL STOCKHOLDERS’ DEFICIT		(852,168	)		(900,579	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	10,950,016			9,520,719

The accompanying notes are an integral part of these unaudited condensed financial statements.

HUBILU VENTURE CORPORATION

Consolidated Statements of Operations

(unaudited)

	Three months ended June 30, 2021			Three months ended June 30, 2020			Six months ended June 30, 2021			Six months ended June 30, 2020

Rental Income	$	387,954		$	216,171		$	704,683		$	372,301

Expenses

General & administrative		107,139			12,503			162,042			88,287
Depreciation		38,800			22,822			50,839			45,671
Professional fees		-			-			236			624
Property taxes		41,151			17,470			57,550			31,962
Rent expense		3,900			-			7,800			7,350
Repairs and maintenance		489			5,487			1,999			13,973
Taxes and licenses		5,162			-			5,998			-
Wages and benefits		26,250			32,749			52,500			72,277
Transfer agent and filing fees		-			300			-			1,101
Utilities		18,732			10,066			32,843			20,532
Total Operating Expenses		241,623			101,397			371,807			281,777

Income before other income (expense)		146,331			114,774			332,876			90,524

Other income		-			-			4,000			10,400
Consulting Income		-			-			-			-
Dividends accrued for preferred shares		(10,000	)		(6,187	)		(16,221	)		(12,442	)
Write-off of loan receivable		-			-			-			-
Imputed interest		-			(8,618	)		-			(17,237	)
Promissory note interest		-			(22,437	)		-			(62,909	)
Mortgage interest		(155,347	)		(83,821	)		(288,707	)		(137,703	)
Total Other Income (Expense)		(165,347	)		(121,063	)		(300,928	)		(219,891	)
Net income (loss) for the period	$	(19,016	)	$	(6,289	)	$	31,948		$	(129,367	)
Basic income (loss) per share		(0.00	)		(0.00	)		0.00			(0.00	)
Basic weighted average shares		26,237,125			26,237,125			26,237,125			26,237,125
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted average shares outstanding		26,237,125			26,237,125			26,982,721			26,237,125

The accompanying notes are an integral part of these unaudited consolidated financial statements.

HUBILU VENTURE CORPORATION

Consolidated Statement of Stockholders’ Deficit

(unaudited)

	Shares		Amount		Capital		Deficit			Deficit
	Common Stock				Additional Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2019		26,237,125	$	26,238	$	707,987	$	(1,490,572)		$	(756,347)
Rounding		-		(1)				-			(1)
Imputed Interest		-		-		34,569		-			34,569
Net loss		-		-		-		(178,800)			(178,800)
Balance, December 31, 2020		26,237,125	$	26,237	$	742,556	$	(1,699,372)		$	(900,579)
Imputed Interest		-		-		16,463		-			16,463
Net income		-		-		-		31,948			31,948
Balance, June 30, 2021		26,237,125	$	26,237	$	759,019	$	(1,637,424	)	$	(852,168	)

The accompanying notes are an integral part of these consolidated financial statements.

HUBILU VENTURE CORPORATION

Consolidated Statements of Cash Flows

(unaudited)

	For the six months ended June 30, 2021			For the six months ended June 30, 2020
OPERATING ACTIVITIES
Net income (loss)	$	31,948		$	(129,367	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operations:
Depreciation and amortization		50,839			45,671
Cumulative preferred stock dividends payable		16,221			12,442
Imputed interest		16,463			17,237
Gain on EDIL, forgiveness		(4,000	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(15,635	)		8,746
Funds held in escrow and other current assets		18,030			3,205
Accounts Payable		(447	)		4,845
Security deposits		11,640			61,529
Net cash provided (used in) operating activities		125,059			24,308

CASH FLOWS FROM INVESTING ACTIVITIES:
Building improvements		(207,792	)		(180,065	)

Cash used in investing activites		(207,792	)		(180,065	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party, net		(18,229	)		-
Property indebtedness, net		10,682			54,841
Loans payable EDIL		-			4,000
Net cash provided by (used in) financing activities		(7,547	)		58,841

NET (DECREASE) INCREASE IN CASH		(90,280	)		(96,916	)
Cash, beginning of the period		144,664			145,593

Cash, end of the period	$	54,384		$	48,677

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	285,050		$	196,746
Income taxes paid	$	57,550		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Acquisitions of assets financed through debt	$	1,365,019		$	535,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

HUBILU VENTURE CORPORATION

Notes to the Consolidated Financial Statements

June 30, 2021

(unaudited)

NOTE 1 – NATURE OF BUSINESS

Hubilu Venture Corporation (“the Company”) was incorporated under the laws of the state of Delaware on March 2, 2015 and is a publicly traded real estate consulting, asset management and business acquisition company, which specializes in acquiring student housing income properties and development/business opportunities located near the Los Angeles Metro/subway stations and within the Los Angeles area

NOTE 2 – BASIS OF PRESENTATION AND ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying consolidated financial statements include the accounts of the Company and each of its wholly owned subsidiaries: Akebia Investments LLC, Zinnia Investments, LLC, Sunza Investments, LLC, Lantana Investments LLC, Elata Investments, LLC, Trilosa Investments, LLC, Kapok Investements, LLC, and Boabab Investments, LLC. All intercompany transactions have been eliminated on consolidation.

The financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2021, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,637,424 and expects to incur further losses in the development of its business, all of which casts substantial doubt upon the Company’s ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. Management intends to focus on raising additional funds either by way of debt or equity issuances in order to continue operations. The Company cannot provide any assurance or guarantee that it will be able to obtain additional financing or generate revenues sufficient to maintain operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Fair Value Measurements

The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3	assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

NOTE 4 - PROPERTY ACQUISITIONS - Related Party

On February 1, 2021 we completed our acquisition, through our subsidiary Trilosa Investments, LLC,, the real property located at 4009 Brighton Avenue in Los Angeles (“Brighton”). The property was vacant at time of purchase. The acquisition was for $601,000 (“Purchase Price”). Terms of the acquisition as follows:

(1) A first position note with payment on principal balance of $540,900 issued by the Property Owner, Trilosa, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principle and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $3,831.38 or more starting on March 1, 2021 and continuing until the January 1, 2022, at which time the entire principal balance together with interest due thereon, shall become due and payable.

(2) A $60,100 second position note owing by Trilosa, 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 18^th day of each month beginning on the 18^th day of January 2021 and continuing until the 17^th day of December 2026, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On June 18, 2021, we completed our acquisition, through its subsidiary Zinnia Investments, LLC, the real property located at 3908 Denker Ave, Los Angeles (“Denker”). The property was vacant at the time of purchase. The acquisition was for $668,000 (“Purchase Price”). The terms of the acquisition as follows:

(1) A first position note with interest only for $655,000 owing by Zinnia 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 $3,275 or more on the 1st day of each month beginning on the 1st day of July 2021 and continuing until the 1st day of June 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable

NOTE 5- INVESTMENTS IN REAL ESTATE- Related party

The change in the real estate property investments for the six months ended June 30, 2021 and the year ended December 31, 2020 is as follows:

	Six months ended June 30, 2021		Year ended December 31, 2020

Balance, beginning of the period	$	9,585,943	$	7,525,055
Acquisitions:		1,365,019		1,804,000
		10,950,962		9,329,055
Capital improvements		207,792		256,888
Balance, end of the period	$	11,158,754	$	9,585,943

The change in the accumulated depreciation for the six months ended June 30, 2021 and 2020 is as follows:

	June 30, 2021		June 30, 2020
Balance, beginning of the period	$	238,383	$	138,356
Depreciation charge for the period		50,839		45,671
Balance, end of the period	$	289,222	$	184,027

The Company’s real estate investments as of June 30, 2021 is summarized as follows:

SUMMARY OF REAL ESTATE INVESTMENTS

	Initial Cost to the Company				Capital		Accumulated				Security		Closing
	Land		Building		Improvements		Depreciation		Encumbrances		Deposits		Costs
3711 South Western Ave	$	508,571	$	383,716	$	23,996	$	79,216	$	556,560	$	17,134		-
2909 South Catalina		565,839		344,856		14,256		60,560		546,425		14,400		-
3910 Wisconsin Ave		337,500		150,000		88,833		19,722		480,350		7,740		-
3910 Walton Ave		318,098		191,902		2,504		22,702		554,255		11,000		-
1557 West 29th		496,609		146,891		17,368		15,140		620,000		11,760		14,251
1267 West 38^thStreet		420,210		180,090		7,191		19,805		620,000		7,945		15,899
1618 West 38th		508,298		127,074		14,732		7,109		645,542		8,390		-
4016 Dalton Avenue		424,005		106,001		31,965		7,343		781,090		8,920		27,478
1981 West Estrella Avenue		651,659		162,915		68,281		11,550		920,000		17,550		21,981
2115 Portland Street		753,840		188,460		1,501		9,439		924,695		17,565		-
717 West 42^ndPlace		376,800		94,200		-		6,551		472,135		1,350		-
3906 Denker Street		428,000		107,000		60,210		6,068		594,566		9,200		-
3408 S Budlong Street		499,200		124,800		7,644		4,085		695,000		14,060		-
3912 S. Hill Street		483,750		161,250		105,543		8,209		650,681		10,000		-
4009 Brighton Avenue		442,700		158,300		108,177		3,626		662,324		-		13,038
3908 Denker Avenue		534,400		133,600		-		99		655,000		-		3,172
	$	7,749,479	$	2,761,055	$	552,201	$	289,222	$	10,378,623	$	157,014		96,019

NOTE 6- PROPERTY INDEBTEDNESS

The Company’s mortgages are summarized as follows:

SCHEDULE OF MORTGAGES PAYABLE

					Stated interest
	Principal balance				rate as at
	June 30, 2021		December 31, 2020		June 30, 2020			Maturity date
3711 South Western Ave	$	556,560	$	562,957		3.95	%		November 1,2021
2909 South Catalina Street
- First Note		456,832		463,103		3.50	%		August 1, 2046
- Second Note		89,593		105,812		3.50	%		April 20, 2023
3910 Walton Ave.		554,255		558,693		5.00	%		August 01, 2049
3910 Wisconsin Street
- First Note		240,350		242,810		4.375	%		October 1, 2036
- Second Note		150,000		150,000		9.00	%		September 27, 2025
- Third Note		90,000		90,000		4.00	%		April 30, 2022
1557 West 29 Street		620,000		643,500		4.75	%		June 1, 2051
1267 West 38 Street		620,000		595,000		4.975	%		July 1, 2051
1618 West 38 Street						%
- First Note		495,542		498,644		6.30	%		January 1, 2050
- Second Note		150,000		150,000
4016 Dalton Avenue		781,090		571,249		4.975	%		June 1, 2051
1981 Estrella Ave		920,000		875,000		5.225	%		June 1, 2051
717 West 42 Place
- First Note		337,167		337,167		6.85	%		October 31, 2025
- Second Note		134,968		134,968		6.85	%		April 30, 2022
2115 Portland Street
- First Note		604,919		609,046		6.00	%		June 1, 2049
-Second Note		319,776		319,776		5.00	%		April 30, 2024
3906 Denker
-First Note		409,566		412,197		6.00	%		March 1, 2025
-Second Note		185,000		185,000		6.85	%		February 14, 2025
3408 Budlong
-First Note		470,000		470,000		5	%		July 24, 2021
-Second Note		225,000		225,000		5	%		July 22, 2025
3912 S. Hill Street
-First Note		513,122		516,000		6.425	%		December 1, 2050
- Second Note		137,559		140,000		6.425	%		November 1, 2026
4007 Brighton Avenue
-First Note		537,324		-		8.5	%		January 25, 2022
-Second Note		125,000		147,000		6	%		December 17, 2026
3908 Denker Avenue		655,000		-		6	%		June 1, 2025
	$	10,378,623	$	9,006,922

NOTE 7 – PROMISSORY NOTES PAYABLE-Related Party

SCHEDULE OF DEBT

June 30, 2021		December 31, 2020

$	182,056	$	182,056

As of June 30, 2021, the Company has two promissory notes payable to Esteban Coaloa, outstanding, the total amount owing of $182,056. The first is payable through its wholly owned subsidiary, Akebia Investments, LLC, in the amount of $92,463, bearing an interest rate of 3.95%, maturing on August 1, 2021, and the second with a balance of $89,593 is payable through its wholly owned subsidiary, Zinnia Investments, LLC, bearing an interest rate of 3.50%, maturing on July 25, 2021. The total balance is due on the maturity date of each note.

General loans that are considered due are not property specific and are considered due on demand.

NOTE 8–RELATED PARTY TRANSACTIONS

As of June 30, 2021, the Company’s majority shareholder, has provided advances totaling $474,271 (December 31, 2020: $492,500). These advances are unsecured and do not carry a contractual interest rate or repayment terms. In connection with these advances, the Company has recorded an imputed interest charge of $16,463 which was credited to additional paid-in capital for the six months ended June 30, 2021.

NOTE 9 – SERIES 1 CONVERTIBLE PREFERRED SHARES

On September 8, 2016, the Company authorized and designated 2,000,000 shares of Series 1 convertible 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.

The Preferred Stock has the following rights and privileges:

Voting – The holders of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred Stock could be converted.

Conversion – Each share of Preferred Stock, is convertible at the option of the holder, into shares of common stock, at the lesser of $0.50 per share or a ten percent (10%) discount to the average closing bid price of the common stock 5 days prior to the notice of conversion. The Preferred Stock is also subject to certain adjustments for dilution, if any, resulting from future stock issuances, including for any subsequent issuance of common stock at a price per share less than that paid by the holders of the Preferred Stock.

Dividends – The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive dividends at the rate of 5% per annum, in kind, which shall accrue quarterly. Such dividends are cumulative. No such dividends have been declared to date.

Liquidation – In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price of $1.00 (as adjusted, as defined), plus all declared but unpaid dividends.

	# of Shares		Amount		Dividend in Arrears		Total

Balance, December 31, 2019		500,400	$	500,400	$	67,167	$	567,567
Dividends accrued		-		-		18,697		18,697

Balance, December 31, 2020		500,400		500,400		85,864		586,264
Dividends accrued						16,221		16,221
Balance, June 30, 2021		500,400	$	500,400	$	102,085	$	602,485

NOTE 10 – CONTINGENCY/LEGAL

As of September 30, 2021, and during the preceding ten years, no director, person nominated to become a director or executive officer, or promoter of the Company has been involved in any legal proceeding that would require disclosure hereunder.

From time to time, the Company may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to the Company’s business. The Company currently is not a party to any claim or litigation, the outcome of which, if determined adversely to the Company, would individually or in the aggregate be reasonably expected to have a material adverse effect on the Company’s business.

NOTE 11 – SUBSEQUENT EVENTS

On May 27, 2021 we entered into an agreement, through our subsidiary Sunza Investments, LLC, to acquire its real property asset located at 4021 Halldale Avenue in Los Angeles. We acquired the property on July 23, 2021.

On June 28, 2021, we entered into an agreement, through our subsidiary Zinnia Investments, LLC, to acquire its real property asset located at 1284 W. 38^th Street in Los Angeles. We acquired the property on August 10, 2021.

On July 21, 2021, we entered into an agreement, through our subsidiary Lantana Investments, LLC, to acquire its real property asset located at 3777 Ruthelen Street in Los Angeles. We acquired the property on October 6, 2021

On August 17, 2021, we entered into an agreement, through our subsidiary Boabab Investments, LLC, to acquire its real property asset located at 4505 Orchard Avenue in Los Angeles. We acquired the property on October 1, 2021.

In October 2021, we refinanced loans on two of our Hubilu properties, 4009 S. Brighton Avenue and 3408 S. Budlong Avenue, taking advantage of lower interest rates and lowering the rate on those loans by an average of 1%. Loans were refinanced rate and term only, no cash out. All loans were principal and interest fixed for 30 years, due in 30 years.

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

	●	the risks of a start-up company;

	●	management’s plans, objectives and budgets for its future operations and future economic performance;

	●	capital budget and future capital requirements;

	●	meeting future capital needs;

	●	our dependence on management and the need to recruit additional personnel;

	●	limited trading for our common stock, if listed or quoted

	●	the level of future expenditures;

	●	impact of recent accounting pronouncements;

	●	the outcome of regulatory and litigation matters; and

	●	the assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed in or implied by such statements due to a number of factors, including:

	●	those described in the context of such forward-looking statements;

	●	the political, social and economic climate in which we conduct operations; and

	●	the risk factors described in other documents and reports filed with the Securities and Exchange Commission

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited financial statements.

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Hubilu Venture Corporation, a Delaware corporation, unless the context requires otherwise.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six-months ended June 30, 2021 and 2020, respectively. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the three and six months ended June 30, 2021 and 2020, respectively, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

Three months ended June 30, 2021 compared to the three months ended June 30, 2020

Revenues. Our revenues increased $171,783 to $387,954 for the three months ended June 30, 2021 compared to $216,171 for the comparable period in 2020. The increase is due to the acquisition of four new properties.

Operating expenses. In total, operating expenses increased $140,226 to $241,623 for the three months ended June 30, 2021 compared to $101,397 for the comparable period in 2020.

General and administrative expenses increased $94,636 to $107,139 for the three months ended June 30, 2021 compared to $12,503 for the comparable period in 2020.

Depreciation expense increased $15,978 to $38,800 for the three months ended June 30, 2021 compared to $22,822 for the comparable period in 2020.

Rent expense increased $3,900 to $3,900 for the three months ended June 30, 2021 compared to $0 for the comparable period in 2020. The increase is due to not paying rent in the months of April, May and June and instead used our security deposit.

Property tax expense increased $23,681 to $41,151 for the three months ended June 30, 2021 compared to $17,470 for the comparable period in 2020. The increase is due to the acquisition of four new properties.

Repairs and maintenance expense decreased $4,998 to $489 for the three months ended June 30, 2021 compared to $5,487 for the comparable period in 2020. The decrease is due to the properties being in good condition and require less maintenance.

Taxes and licenses expense increased $5,162 to $5,162 for the three months ended June 30, 2021 compared to $0 for the comparable period in 2020. The increase is due timing of filing dates.

Wages and benefits expense decreased $6,499 to $26,250 for the three months ended June 30, 2021 compared to $32,749 for the comparable period in 2020. The decrease is due to additional money being paid to assist employees during Covid shutdown. Salaries and wages are back to normal.

Transfer agent and filing fees expense decreased $300 to $0 for the three months ended June 30, 2021 compared to $300 for the comparable period in 2020. The decrease is due to less filings during this period.

Promissory Note Interest expense decreased $22,437 to $0 for the three months ended June 30, 2021 compared to $22,437 for the comparable period in 2020.

Mortgage Interest increased $71,526 to $155,347 for the three months ended June 30, 2021 compared to $83,821, for the comparable period in 2020. The increase is due to the acquisition of four new properties.

Net loss. Our net loss increased $12,727 to $19,016 for the three months ended June 30, 2021 compared to $6,289 for the comparable period in 2020. The increase is attributable to the revenue and expenses discussed above.

Six months ended June 30, 2021 compared to the six months ended June 30, 2020

Revenues. Our revenues increased to $704,683 for the six months ended June 30, 2020 compared to $372,301 for the comparable period in 2020. The increase is due to the acquisition of four new properties.

Operating expenses. Operating expenses include general and administrative expenses, consulting expense, depreciation, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filing fees, and utilities. In total, operating expenses increased $90,030 to $371,807 for the six months ended June 30, 2021 compared to $281,777 for the comparable period in 2020. The increase is due to the acquisition of four new properties.

General and administrative expenses increased $73,755 to $162,042 for the six months ended June 30, 2021 compared to $88,287 for the comparable period in 2019.

Depreciation expense increased $5,168 to $50,839 for the six months ended June 30, 2021 compared to $45,671 for the comparable period in 2020.

Professional fees decreased $388 to $236 for the six months ended June 30, 2021 compared to $624 for the comparable period in 2020.

Property tax expense increased $25,588 to $57,550 for the six months ended June 30, 2021 compared to $31,962 for the comparable period in 2020. The increase is due to paying our taxes earlier in the first quarter.

Rent expense increased $450 to $7,800 for the six months ended June 30, 2021 compared to $7,350 for the comparable period in 2020 The increase is due to downsizing our office space.

Repairs and maintenance expense decreased $11,974 to $1,999 for the six months ended June 30, 2021 compared to $13,973 for the comparable period in 2020. The decrease is due to the properties being in good condition and require less maintenance.

Transfer Agent and Filing Fees decreased $1,101 to $0 for the six months ended June 30, 2021 compared to $1,101 for the comparable period in 2020. The decrease is due to additional monthly fees paid.

Utilities expense increased $12,311 to $32,843 for the six months ended June 30, 2021 compared to $20,532 for the comparable period in 2020. The increase is due to additional property acquisitions.

Promissory Note Interest expense decreased $62,909 to $0 for the six months ended June 30, 2021 compared to $62,909 for the comparable period in 2020.

Mortgage Interest increased $151,004 to $288,707 for the six months ended June 30, 2021 compared to $139,703 for the comparable period in 2020. The increase is due to the acquisition of four new properties.

Net loss. Our net loss decreased $161,315 to income $31,948 for the six months ended June 30, 2021 compared to a loss of $129,367 for the comparable period in 2020. The decrease is attributable to the revenue and expenses discussed above.

Liquidity and Capital Resources. For the six months ended June 30, 2021, we did not borrow any money from our majority shareholder. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $10,950,016 as of June 30, 2021, consisting of $10,869,532 in net property assets, $54,384 in cash, $6,600 in deposits and $19,500 in prepaid expenses.

Our total liabilities are $11,802,184 as of June 30, 2021.

We were provided $125,059 in operating activities for the six months ended June 30, 2021 including $31,948 in net income, imputed interest and gain, which was offset by non-cash charges of $50,839 for depreciation and amortization, $16,221 in dividends accrued in preferred shares, a net decrease of $447 in accounts payable and $11,640 received for security deposits.

We used $207,792 in investing activities for the six months ended June 30, 2021, which was used for building additions and improvements.

We had $7,547 used in financing activities for the six months ended June 30, 2021.

The Company had no formal long-term lines or credit or other bank financing arrangements as of June 30, 2021.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past quarter.

Capital Expenditures

The Company spent $207,792 on building improvements during the six months ended June 30, 2021.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

For information on the impact of recent accounting pronouncements on our business, see note 3 of the Notes to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were effective at a reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in Internal Controls over Financial Reporting

During the six month period ended June 30, 2021, there has been no change in internal control over financial reporting 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

None.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide 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

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a)

The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

Exhibit
Number		Description

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.

32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

* Filed herewith.

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 thereunto duly authorized.

	HUBILU VENTURE CORPORATION

November 2, 2021	/s/ David Behrend
	David Behrend
	Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)