10-Q - HBUV - Equibles

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

Forthe quarterly period ended: ### March 31, 2023

☐

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

HubiluVenture Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	47-3342387
(State<br> or other Jurisdiction of<br><br> <br>Incorporation<br> or Organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
205 South Beverly<br> Drive, Suite 205
Beverly Hills, CA	90212
(Address of Principal Executive<br> 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<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> 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 June 5, 2023 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 Statements of Changes in Stockholders’ Deficit	5
Consolidated Statements 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	14
Item 3. Quantitative and Qualitative Disclosures about Market Risk	16
Item 4. Controls and Procedures	16
PART II — OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
SIGNATURES	18

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PartI – FINANCIAL INFORMATION

Item1. Financial Statements

HUBILU

VENTURE CORPORATION

CONDENSED

CONSOLIDATED BALANCE SHEETS

			December 31,
			2022
	(Unaudited)
ASSETS
Current assets:
Cash	88,481		$	92,068
Total current assets	88,481			92,068
Property and equipment:
Land	11,800,304			11,800,304
Building and capital improvements	5,563,438			5,458,695
Property acquisition and financing	298,704			296,463
Less accumulated depreciation	(620,669	)		(564,647	)
Total property and equipment, net	17,041,777			16,990,815
Security deposits	6,783			6,783
Total assets	17,137,041		$	17,089,666
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Advanced rents received	82,150		$	-
Accrued interest	10,189			9,415
Security deposits payable	238,549			246,669
Due to related party, current maturities	474,271			474,271
Mortgages payable, current maturities	702,417			1,640,175
Dividends payable	159,912			153,514
Total current liabilities	1,667,488			2,524,044
Promissory notes, related parties	-			89,593
Mortgages payable	15,832,524			14,848,206
Preferred shares payable	520,400			520,400
Total liabilities	18,020,412			17,982,243
Stockholders’ equity (deficit):
Common stock, 0.001 par value, 100,000,000 shares authorized,<br> 26,237,125 shares issued and outstanding	26,237			26,237
Additional paid-in capital	834,914			821,981
Accumulated deficit	(1,744,522	)		(1,740,795	)
Total stockholders’ equity (deficit)	(883,371	)		(892,577	)
Total liabilities and stockholders’ equity (deficit)	17,137,041		$	17,089,666

All values are in US Dollars.

See

accompanying notes to financial statements.

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HUBILU

VENTURE CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31,
	2023			2022
Rental Income	$	408,838		$	389,937
Operating expenses:
General and administrative expenses:
Salaries and benefits		15,900			36,875
Utilities		17,400			14,426
Professional fees		18,800			250
Property taxes		41,546			61,232
Other general and administrative expenses		27,695			85,363
Total general and administrative expenses		121,341			198,146
Depreciation		56,022			49,227
Total operating expenses		177,363			247,373
Net operating income		231,475			142,564
Other income (expense):
Other income		-			29,800
Interest expense		(235,202	)		(220,190	)
Total other income (expense)		(235,202	)		(190,390	)
Net loss	$	(3,727	)	$	(47,826	)
Weighted average common shares outstanding - basic and diluted		26,237,125			26,237,125
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

See

accompanying notes to financial statements.

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HUBILU

VENTURE CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	For the Three Months Ended March 31, 2023
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2022		26,237,125	$	26,237	$	821,981	$	(1,740,795	)	$	(892,577	)
Imputed interest		-		-		12,933		-			12,933
Net loss		-		-		-		(3,727	)		(3,727	)
Balance, March 31, 2023		26,237,125	$	26,237	$	834,914	$	(1,744,522	)	$	(883,371	)
	For the Three Months Ended March 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---
					Additional					Total
	Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		26,237,125	$	26,237	$	775,755	$	(1,626,509	)	$	(824,517	)
Imputed interest		-		-		8,368		-			8,368
Net loss		-		-		-		(47,826	)		(47,826	)
Balance, March 31, 2022		26,237,125	$	26,237	$	784,123	$	(1,674,335	)	$	(863,975	)

See

accompanying notes to financial statements.

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HUBILU

VENTURE CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,727	)	$	(47,826	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		56,022			49,227
Imputed interest		12,933			8,368
Cumulative preferred stock dividends payable		6,398			30
Decrease (increase) in current assets:
Security deposits		-			19,194
Increase (decrease) in current liabilities:
Accounts payable		-			3,680
Advanced rents received		82,150			-
Accrued expenses		774			-
Security deposits payable		(8,120	)		-
Net cash used in operating activities		146,430			32,673
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(106,984	)		(216,013	)
Net cash used in investing activities		(106,984	)		(216,013	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from mortgages payable		10,100			102,757
Repayments on mortgages payable		(53,133	)		-
Net cash provided by (used in) financing activities		(43,033	)		102,757
NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,587	)		(80,583	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		92,068			203,738
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	88,481		$	123,155
SUPPLEMENTAL INFORMATION:
Interest paid	$	221,495		$	189,293
Income taxes paid	$	-		$	63,707
Non-cash investing and financing transactions:
Acquisitions of assets financed through debt	$	-		$	2,720,078

See

accompanying notes to financial statements.

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HUBILU

VENTURE CORPORATION

Notes

to the Consolidated Financial Statements

March

31, 2023

(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, Boabab Investments, LLC and Mopane 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 March 31, 2023, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,744,522 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

Basisof 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, 2022.

Reclassification

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

FairValue 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<br> 1	quoted<br> prices (unadjusted) in active markets for identical assets or liabilities.
Level<br> 2	observable<br> inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar<br> assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant<br> value drivers are observable; and
Level<br> 3	assets<br> and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the<br> fair value of the assets or liabilities.

RecentAccounting Standards

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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NOTE4 - PROPERTY ACQUISITIONS - Related Party

As of March 31, 2023, we have not acquired any additional properties since the year ended December 31, 2022.

On

January 1, 2023 we refinanced 2029 W. 41st Place in Los Angeles. Terms of the refinance are as follows: (1) A first position note with payment on principal balance of $820,000 issued by the Property Owner, Boabab Investments, LLC, owing to lender, Belladonna Lily Investments, Inc., whose terms of payments due are interest only, on unpaid principal at the rate of 6% per annum. Interest only is payable in monthly installments of $4,100 or more starting on February 1, 2023 and continuing until the 31st day of December 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

In February 2023, we entered a three-month loan extension with Center Street Lending on 1733 W. 37^th^ Place with a due date of June 22, 2023.

NOTE5 - INVESTMENTS IN REAL ESTATE- Related party

The change in the real estate property investments for the three months ended March 31, 2023 and the year ended December 31, 2022 is as follows:

SUMMARY

OF CHANGES IN REAL ESTATE PROPERTY INVESTMENTS

	Three months ended <br><br>March 31, 2023		Year ended<br><br> December 31, 2023
Balance, beginning of the period	$	17,555,462	$	14,255,927
Acquisitions:		-		2,739,632
Real estate investment property, at cost		17,555,462		16,995,559
Capital improvements		106,984		559,903
Balance, end of the period	$	17,662,446	$	17,555,462

The change in the accumulated depreciation for the nine months ended March 31, 2023 and 2022 is as follows:

SCHEDULE

OF CHANGES IN ACCUMULATED DEPRECIATION

	March 31, 2023		March 31, 2022
Balance, beginning of the period	$	564,647	$	356,036
Depreciation charge for the period		56,022		49,227
Balance, end of the period	$	620,669	$	405,263

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The Company’s real estate investments as of March 31, 2023 is summarized as follows:

SCHEDULE

OF REAL ESTATE INVESTMENT

	Land		Building
	Initial Cost to the Company				Capital		Accumulated				Security		Closing
	Land		Building		Improvements		Depreciation		Encumbrances		Deposits		Costs
3711 South Western Ave	$	508,571	$	383,716	$	56,313	$	105,406	$	643,585	$	15,004		-
2909 South Catalina		565,839		344,856		17,381		91,237		523,590		14,400		-
3910 Wisconsin Ave		337,500		150,000		88,833		37,297		688,514		16,000		28,444
3910 Walton Ave		318,098		191,902		104,411		37,494		536,798		11,000		-
1557 West 29th		496,609		146,891		24,286		26,124		602,388		4,900		14,251
1267 West 38^th^Street		420,210		180,090		21,611		31,270		603,624		11,000		15,701
1618 West 38th		508,298		127,074		14,732		15,900		632,851		12,000		-
4016 Dalton Avenue		424,005		106,001		53,540		18,922		607,515		4,530		27,678
1981 West Estrella Avenue		651,659		162,915		72,501		26,165		895,510		-		21,981
2115 Portland Street		753,840		188,460		5,063		21,510		909,315		8,125		-
717 West 42^nd^Place		376,800		94,200		-		21,102		471,035		1,350		-
3906 Denker Street		428,000		107,000		60,210		16,046		584,710		8,500		-
3408 S Budlong Street		499,200		124,800		55,298		15,078		726,902		9,840		-
3912 S. Hill Street		483,750		161,250		144,475		26,027		653,256		-		-
4009 Brighton Avenue		442,700		158,300		173,503		15,292		717,152		2,500		13,040
3908 Denker Avenue		534,400		158,300		99,289		13,062		628,069		4,500		20,243
4021 Halldale Avenue		487,500		162,500		45,188		10,382		761,554		18,000		37,234
1284 W. 38^th^ Street		551,250		183,750		-		11,179		833,868		12,000		16,623
4505 Orchard Avenue		506,250		145,776		179,118		16,397		645,649		18,000		27,037
3777 Ruthelen Street		559,200		139,800		26,057		10,030		708,135		13,900		11,019
3791 Normandie Avenue		480,000		160,000		7,000		11,846		763,448		12,000		27,394
2029 W. 41^st^ Place		540,000		180,000		135,605		22,904		820,000		19,000		15,742
4517 Orchard Avenue		453,750		151,250		100,401		13,570		635,023		10,000		8,853
1733 W. 37^th^ Street		472,875		157,625		12,167		6,429		667,450		12,000		13,464
	$	11,800,304	$	4,066,456	$	1,496,982	$	620,669	$	16,259,941	$	238,549	$	298,704

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NOTE 6 – ADVANCED RENTS RECEIVED

The Company received $82,150 of rents in advance as

of March 31, 2023. There was no rental income received in advance as of December 31, 2022.

NOTE

7 - PROPERTY INDEBTEDNESS

TheCompany’s mortgages are summarized as follows:

SCHEDULE OF MORTGAGES PAYABLE

	Principal balance
	March 31, 2023		December 31, 2022		Interest rate			Maturity date
3711 South Western Ave	$	643,585	$	643,585		5.00	%	December 1, 2029
2909 South Catalina Street		433,997		436,939		3.10	%	August 12, 2046
-Second Note		89,593		-		6.00	%	June 20, 2029
3910 Walton Ave.		536,798		539,547		5.00	%	August 01, 2049
3910 Wisconsin Street		688,515		691,349		5.225	%	March 1, 2052
1557 West 29 Street		602,388		605,129		4.975	%	June 1, 2051
1267 West 38 Street		603,624		606,053		4.95	%	June 1, 2051
4016 Dalton Avenue		607,515		609,959		4.975	%	June 1, 2051
1618 West 38 Street
- First Note		482,851		484,883		6.30	%	January 1, 2050
- Second Note		150,000		150,000		6.00	%	December 10, 2023
1981 Estrella Ave		895,510		899,278		5.225	%	June 1, 2051
717 West 42 Place
- First Note		336,067		336,267		6.85	%	October 31, 2025
- Second Note		134,968		134,968		6.85	%	April 30, 2029
2115 Portland Street
- First Note		589,539		591,836		6.00	%	June 1, 2049
-Second Note		319,776		319,776		5.00	%	April 30, 2024
3906 Denker
-First Note		399,709		401,181		6.00	%	March 1, 2050
-Second Note		185,000		185,000		6.85	%	February 14, 2025
3408 Budlong
-First Note		606,902		609,626		4.875	%	December 1, 2051
-Second Note		120,000		120,000		5.00	%	November 1, 2029
3912 S. Hill Street
-First Note		501,255		503,094		6.425	%	December 1, 2050
- Second Note		152,000		152,000		6.425	%	November 1, 2026
4009 Brighton Avenue		717,152		720,010		4.875	%	November 1, 2051
3908 Denker Avenue		628,069		630,515		4.975	%	December 1, 2051
4021 Halldale Avenue		761,555		766,071		6.75	%	October 1, 2052
1284 W. 38^th^ Street
-First Note		645,868		648,605		4.625	%	March 1, 2052
-Second Note		188,000		188,000		5.25	%	June 20, 2029
4505 Orchard Avenue		645,649		648,282		5.00	%	October 1, 2029
3777 Ruthelen Street		708,135		711,326		4.625	%	March 1, 2052
3791 S. Normandie Avenue
- First Note		613,448		615,682		5.225	%	April 1, 2052
-Second Note		150,000		150,000		5.00	%	January 4, 2029
2029 W. 41^st^ Place		820,000		809,900		6.00	%	December 31, 2029
4517 Orchard Avenue
-First Note		477,023		479,070		5.225	%	April 1, 2052
-Second Note		158,000		158,000		5.00	%	March 1, 2029
1733 W. 37^th^ Place
-First Note		567,450		567,450		7.5	%	June 22, 2023
-Second Note		100,000		100,000		6.00	%	May 1, 2029
Hubilu General Loan		275,000		275,000		6.00	%	On Demand
	$	16,534,941	$	16,488,381
Less: current maturities		702,417		1,640,175
Mortgages payable	$	15,832,524	$	14,848,206

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NOTE8 – PROMISSORY NOTES PAYABLE-Related Party

Esteban

Coaloa, who was owed $89,593 as part of the purchase of 2909 S. Catalina Street, Los Angeles, CA, passed away in 2017. Effectively, Mr. Coaloa is no longer an officer of the Company, therefore the loan is now payable to his family trust and is no longer a related party transaction. The promissory notes, related parties balance as of December 31, 2022 was $89,593, which was reclassified and added to the mortgages payable amount during the first quarter of 2023. As of March 31, 2023, there were no other promissory notes held by related parties.

NOTE

9 –RELATED PARTY TRANSACTIONS

As

of March 31, 2023, Jacaranda Investments, Inc., has provided advances totaling $474,271 (December 31, 2022: $474,271). 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 $12,933 and which was credited to additional paid-in capital for the three months ended March 31, 2023. See additional related party transactions in Note 4 and 5.

NOTE

10 – 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.

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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.

SCHEDULE

OF ISSUANCE OF CONVERTIBLE PREFERRED SHARES SETTLEMENT OBLIGATION

		Amount		Dividend in Arrears		Total
Balance, December 31, 2022	520,400	$	520,400	$	153,514	$	673,914
Dividends accrued	-		-		6,398		6,398
Balance, March 31, 2023	520,400	$	520,400	$	159,912	$	680,312

NOTE

11 – CONTINGENCY/LEGAL

As of March 31, 2023, 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

12 - SUBSEQUENT EVENTS

We have evaluated subsequent events from the balance sheet date through March 31, 2023, the date at which the financial statements were issued, and determined that there were no items that require adjustment to or disclosure in the financial statements.

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ForwardLooking 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<br> company;
●	management’s plans,<br> objectives and budgets for its future operations and future economic performance;
●	capital budget and future<br> capital requirements;
●	meeting future capital<br> needs;
●	our dependence on management<br> and the need to recruit additional personnel;
●	limited trading for our<br> common stock, if listed or quoted
●	the level of future expenditures;
●	impact of recent accounting<br> pronouncements;
●	the outcome of regulatory<br> and litigation matters; and
●	the assumptions described<br> in this report underlying such forward-looking statements. Actual results and developments may materially differ from those expressed<br> in or implied by such statements due to a number of factors, including:
●	those described in the<br> context of such forward-looking statements;
●	the political, social and<br> economic climate in which we conduct operations; and
●	the risk factors described<br> 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.

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Item2. 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 months ended March 31, 2023 and 2022, respectively. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

Resultsof 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 nine months ended March 31, 2023 and 2022, respectively, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

Threemonths ended March 31, 2023, compared to the three months ended March 31, 2022

Revenues. Our revenues increased $18,901 to $408,838 for the three months ended March 31, 2023, compared to $389,937 for the comparable period in 2022. The increase is due to additional property acquisitions.

Operatingexpenses. In total, operating expenses decreased $70,010 to $177,363 for the three months ended March 31, 2023, compared to $247,373 for the comparable period in 2022.

General and administrative expenses decreased $76,805 to $121,341 for the three months ended March 31, 2023, compared to $198,146 for the comparable period in 2022.

Depreciation expense increased $6,795 to $56,022 for the three months ended March 31, 2023, compared to $49,277 for the comparable period in 2022.

Property tax expense decreased $19,686 to $41,546 for the three months ended March 31, 2023, compared to $61,232 for the comparable period in 2022. The decrease is due to the timing of payments.

Salaries and benefits expense decreased $20,975 to $15,900 for the three months ended March 31, 2023, compared to $36,875 for the comparable period in 2022.

Utilities expense increased $2,974 to $17,400 for the three months ended March 31, 2023, compared to $14,426 for the comparable period in 2022. The increase is due to the acquisition of additional properties in this period.

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Professional fees expense increased $18,550 to $18,800 for the three months ended March 31, 2023, compared to $250 for the comparable period in 2022.

Interest expense increased $15,012 to $235,202 for the three months ended March 31, 2023, compared to $220,190, for the comparable period in 2022. The increase is due to the acquisition of more properties.

Net Loss. Our net loss decreased $44,099 to $3,727 of net loss for the three months ended March 31, 2023, compared to $47,826 of net loss for the comparable period in 2022. The decrease is attributable to the revenue and expenses discussed above.

Liquidityand Capital Resources. For the three months ended March 31, 2023, we did not borrow any money from our majority shareholder. Since 2015, Jacaranda Investments, Inc., provided us with $492,500 in related party advances. We have not been advanced any more money since 2018. Jacaranda Investments, Inc. has agreed not to seek repayment of its advances until we are financially able to repay them. In 2021, $18,229 was repaid to Jacaranda Investments, Inc. leaving the balance at $474,271. 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 $17,137,041 as of March 31, 2023, consisting of $11,800,304 in real estate, building and capital improvements of $5,563,438, $298,704 in property acquisition and financing, net of $620,669 in depreciation, $88,481in cash and $6,783 in security deposits.

Our total liabilities are $18,020,412 as of March 31, 2023.

Our total stockholders’ deficit is $883,371 as of March 31, 2023.

Our net cash provided by operations was $146,430 for the three months ended March 31, 2023.

Our investing activities used a total of $106,984 for the three months ended March 31, 2023.

We had $43,033 in cash used in financing activities for the three months ended March 31, 2023.

We do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to increase rents to finance our operations through rental cash flow. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from rental income, we may be limited in our ability to pursue our business plan. Moreover, if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

Belladonna Lily Investments, Inc., a Wyoming Corporation is not, and has never been a related party to Hubilu Venture Corporation. Neither Hubilu, nor David Behrend has, nor ever had any ownership interest, nor controlling interest in Belladonna, and David Behrend was not an officer of Belladonna during, or after the reporting period.

The Company had no formal long-term lines or credit or other bank financing arrangements as of March 31, 2023.

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.

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Impactof Inflation

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

CapitalExpenditures

The Company expended $106,984 in capital and building improvements during the three months ended March 31, 2023.

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.

Item3. 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.

Item4. 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 three-month period ended March 31, 2023, 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

Item1. Legal Proceedings

None.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

None.

Item5. Other Information

None.

Item6. Exhibits

(a)	The following exhibits<br> 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*.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document
101.CAL	Inline XBRL Taxonomy Extension<br> Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension<br> Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension<br> Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension<br> Presentation Linkbase Document
104	Cover Page Interactive<br> Data File (embedded within the Inline XBRL document)
*	Filed herewith.
---	---

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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 thereunto duly authorized.

	HUBILU VENTURE CORPORATION
June 8, 2023	/s/ David Behrend
	David Behrend
	Chairman and Chief Executive Officer (Principal Executive<br> Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

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Exhibit31.1

CERTIFICATIONPURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, David Behrend, Chairman and Chief Executive Officer, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hubilu Venture Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: June 8, 2023	/s/ David Behrend
	David Behrend
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit31.2

CERTIFICATIONPURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, David Behrend, Chief Financial Officer of Hubilu Venture Corporation, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hubilu Venture Corporation (the “registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: June 8, 2023	/s/ David Behrend
	David Behrend
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hubilu Venture Corporation (the “Company”) for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, David Behrend, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 8, 2023	/s/ David Behrend
	David Behrend
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit32.2

CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hubilu Venture Corporation (the “Company”) for the period ending March 31, 2023 as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, David Behrend, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 8, 2023	/s/ David Behrend
	David Behrend
	Chief Financial Officer
	(Principal Financial Officer)