Hubilu Venture Corp 10-Q for FY2026 Q2
Hubilu Venture Corp (HBUV)
About this 10-Q
Hubilu Venture Corp filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $504.56K
- down 12.5% from $576.43K a year earlier
- Net loss
- $292.38K
- compared with a net loss of $131.34K a year earlier
- Diluted EPS
- -$0.01
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
OR
For the transition period from __________ to __________
Commission
File No.
(Exact Name of Registrant as Specified in its Charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Smaller
reporting company | |||
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 14, 2026 the number of shares outstanding of the issuer’s sole class of common stock, $ par value per share, is .
TABLE OF CONTENTS
| 2 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Accounts receivable | ||||||||
| Prepaid Expenses | ||||||||
| Total current assets | ||||||||
| Real estate: | ||||||||
| Land | ||||||||
| Building and capital improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total real estate, net | ||||||||
| Security deposits | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Advanced rents received | ||||||||
| Accrued interest | ||||||||
| Security deposits payable | ||||||||
| Due to related party, current maturities | ||||||||
| Mortgages payable, net of debt discounts, current maturities | ||||||||
| Dividends payable | ||||||||
| Total current liabilities | ||||||||
| Mortgages payable, related party | ||||||||
| Mortgages payable, net of debt discounts | ||||||||
| Convertible preferred stock payable | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | ||||||||
See accompanying notes to financial statements.
| 3 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Rental revenue | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Utilities | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Property taxes | ||||||||||||||||
| Repairs and maintenance | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Consulting Income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Dividends expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain/(Loss) on early extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Other Income | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
| Net loss per common share - basic and diluted | ) | ) | ) | ) | ||||||||||||
See accompanying notes to financial statements.
| 4 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| For the Three Months Ended June 30, 2026 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net Income/(loss) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| For the Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net Income/(loss) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| For the Six Months Ended June 30, 2026 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net Income/(loss) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| For the Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Additional | Stockholders’ | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net Income/(loss) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to financial statements.
| 5 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2026 | 2025 | |||||||
| For the Six Months Ended | ||||||||
| June 30 | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Imputed interest | ||||||||
| Cumulative preferred stock dividends payable | ||||||||
| Amortization of debt discounts | ||||||||
| Loss on early extinguishment of debt | ||||||||
| Decrease (increase) in current assets: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses | ||||||||
| Security deposits | ||||||||
| Increase (decrease) in current liabilities: | ||||||||
| Accounts payable | ||||||||
| Advanced rents received | ( | ) | ( | ) | ||||
| Accrued expenses | ||||||||
| Security deposits payable | ||||||||
| Net cash provided by operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds received from mortgages payable | ||||||||
| Repayments on mortgages payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ||||||||
| NET CHANGE IN CASH | ||||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | ||||||||
| SUPPLEMENTAL INFORMATION: | ||||||||
| Interest paid | ||||||||
| Income taxes paid | ||||||||
| Non-cash investing and financing transactions: | ||||||||
| Acquisition of properties financed with debt | ||||||||
See accompanying notes to financial statements.
| 6 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
Hubilu
Venture Corporation (“the Company,” “we,” “our” or “us”) was incorporated under the
laws of the state of
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated.
The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2026:
Schedule of Common Control and Ownership
| State of | ||||
| Name of Entity | Incorporation | Relationship | ||
| Hubilu Venture Corporation(1) | ||||
| Akebia Investments, LLC(2) | ||||
| Boabab Investments, LLC(2) | ||||
| Elata Investments, LLC(2) | ||||
| Kapok Investments, LLC(2) | ||||
| Lantana Investments, LLC(2) | ||||
| Mopane Investments, LLC(2) | ||||
| Sunza Investments, LLC(2) | ||||
| Trilosa Investments, LLC(2) | ||||
| Zinnia Investments, LLC(2) |
| (1) | ||
| (2) |
| 7 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Segment Reporting
Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates as a single segment, consisting of its property leasing operations in the Los Angeles area. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on the consolidated operating segment.
Fair Value of Financial Instruments
The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from leases with its various tenants under operating leases in accordance with a five-step model in which the Company evaluates the performance obligations in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company’s sales are predominantly generated from leasing its properties to various tenants under operating leases. These sales contain a single performance obligation, and revenue is recognized on a straight-line basis using the effective interest method, based on the Company’s borrowing rate, over the life of the leases. The Company records adjustments to revenue for incidentals and move out, or janitorial reimbursements in the same period that the related revenue is recorded.
| 8 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of June 30, 2026 there were potentially dilutive shares outstanding. For the three months ended June 30, 2026 and 2025, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
Note 2 – Going Concern
As
shown in the accompanying condensed consolidated financial statements, as of June 30, 2026, the Company has incurred recurring losses
from operations resulting in an accumulated deficit of $
The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company has cash and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
| 9 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of June 30, 2026 and December 31, 2025:
Schedule of Valuation of Financial Instruments at Fair Value Recurring Basis
| Level 1 | Level 2 | Level 3 | ||||||||||
| Fair Value Measurements at June 30, 2026 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Due to related party | ||||||||||||
| Mortgages payable, related party | ||||||||||||
| Mortgages payable, net of $ | ||||||||||||
| Dividends payable | ||||||||||||
| Convertible preferred stock payable | ||||||||||||
| Total liabilities | ||||||||||||
| Net asset (liabilities) | $ | $ | ( | ) | $ | ( | ) | |||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Fair Value Measurements at December 31, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Due to related party | ||||||||||||
| Mortgages payable, related party | ||||||||||||
| Mortgages payable, net of $ | ||||||||||||
| Dividends payable | ||||||||||||
| Convertible preferred stock payable | ||||||||||||
| Total liabilities | ||||||||||||
| Net asset (liabilities) | $ | $ | ( | ) | $ | ( | ) | |||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the six months ended June 30, 2026 or the year ended December 31, 2025.
Note 4 - Real Estate
Acquisitions and Dispositions
The Company didn’t acquire, or dispose of any properties during the six months ended June 30, 2026.
Schedule of Real Estate
The Company’s real estate investments consisted of the following at June 30, 2026 and December 31, 2025:
Schedule of Real Estate
| June 30, 2026 | December 31, 2025 | |||||||
| Land | $ | $ | ||||||
| Buildings and capital improvements | ||||||||
| Real estate gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total Real estate, net | $ | $ | ||||||
Depreciation
and amortization expense totaled $
| 10 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Summary of Changes in Real Estate Investments
The change in the real estate investments is as follows for the six months ended June 30, 2026 and the year ended December 31, 2025:
Summary of Changes in Real Estate Property Investments
| Six months ended | Year ended | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Balance, prior period | $ | $ | ||||||
| Acquisitions: | ||||||||
| Real estate investment property, at cost | ||||||||
| Capital improvements | ||||||||
| Balance, end of period | $ | $ | ||||||
Note 5 – Security Deposits
Security
deposits consisted of $ and $
Note 6 – Due to Related Party
As
of June 30, 2026 and December 31, 2025, Jacaranda Investments, Inc., had provided total advances of $
Note 7 – Mortgages Payable, Related Party
The Company’s mortgages payable to related parties are as follows:
Schedule of Mortgages Payable
| Principal balance | ||||||||||||||
| June 30, | December 31, | Stated | Maturity | |||||||||||
| 2026 | 2025 | Interest Rate | Date | |||||||||||
| 2909 South Catalina Street | $ | $ | % | |||||||||||
| 1434 W. 22nd Street | $ | % | ||||||||||||
| 1650 S. Rimpau Ave | $ | % | ||||||||||||
| $ | ||||||||||||||
On
April 10, 2017, Esteban Coaloa loaned the Company $
On
March 7, 2025, Jacaranda3 Investments, Inc., loaned the Company $
On
June 1, 2025, Jacaranda3 Investments, Inc., loaned the Company $
The
Company recognized $
| 11 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Schedule of Mortgages Payable
| June 30, December 31, | Stated Interest Rate | Maturity Date | ||||||||||||
| Principal Balance | Stated | |||||||||||||
| June 30, December 31, | Interest Rate | Maturity Date | ||||||||||||
| 2026 | 2025 | |||||||||||||
| 3711 South Western Avenue | % | |||||||||||||
| 2115 Portland Street | % | |||||||||||||
| 4505 Orchard Avenue | % | |||||||||||||
| 3791 S. Normandie Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 2029 W. 41st Place | % | |||||||||||||
| 1267 West 38th Street | % | |||||||||||||
| 1618 West 38th Street | % | |||||||||||||
| 4016 Dalton Avenue | % | |||||||||||||
| 1981 Estrella Ave | % | |||||||||||||
| 3912 S. Hill Street | % | |||||||||||||
| 1557 West 29th Street | % | |||||||||||||
| 1650 S Rimpau Blvd | % | |||||||||||||
| 1434 W 22nd Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 417 W 52nd Street | % | |||||||||||||
| 1460 Exposition Blvd | % | |||||||||||||
| 3408 S. Budlong Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3777 Ruthelen Street | % | |||||||||||||
| 1733 W. 37th Place | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1457 W. 35th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1460 N. Eastern Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 4700 S. Budlong Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 12 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| June 30, December 31, | Stated Interest Rate | Maturity Date | ||||||||||||
| Principal Balance | Stated | |||||||||||||
| June 30, December 31, | Interest Rate | Maturity Date | ||||||||||||
| 2026 | 2025 | |||||||||||||
| 1659 Roosevelt Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 802 E. 25th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1100 W. 48th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3910 Walton Avenue | % | |||||||||||||
| 3910 Wisconsin Street | % | |||||||||||||
| 4021 Halldale Avenue | % | |||||||||||||
| 717 West 42nd Place | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3906 Denker Avenue | % | |||||||||||||
| 4009 Brighton Avenue | % | |||||||||||||
| 4517 Orchard Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3908 Denker Avenue | % | |||||||||||||
| 1284 W. 38th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| Hubilu general loan | % | |||||||||||||
| Total mortgages payable | ||||||||||||||
| Less: unamortized debt discounts | ||||||||||||||
| Mortgages payable, net of discounts | ||||||||||||||
| Less: current maturities | ||||||||||||||
| Mortgages payable, long-term portion | ||||||||||||||
In addition to the mortgages incurred on current period property acquisitions disclosed in Note 4, the Company refinanced the following debts:
On
January 29, 2026, the first note for 1460 Exposition Blvd. was refinanced for $
On
February 2, 2026, the first note for 417 W 52nd Street was refinanced for $
| 13 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
On
March 11, 2026, the first and second notes for 3912 S. Hill Street was refinanced for $
During
the three months ended June 30, 2026, the Company entered into a new unsecured promissory note (the “Third Note”) in the
principal amount of $
The
Company recognized $
Note 9 – Convertible Preferred Stock Payable
The
Company has authorized shares of preferred stock, and designated and shares of
The Series A matures on September 30, 2030, and Series 1 matures on 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
–
Dividends
– The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive dividends at the
rate of
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 $
shares of Series A preferred stock have been issued to date. Outstanding Series 1 preferred stock is as follows:
Schedule of Outstanding Series 1 Preferred Stock
| Shares | Amount | Dividend
in Arrears |
Total | |||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | |||||||||||||
| Dividends accrued | ||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | |||||||||||||
| 14 |
HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 10 – Commitments and Contingencies
Legal Matters
From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.
Note 11 – Changes in Stockholders’ Equity (Deficit)
Common Stock
The Company has authorized shares of $ par value common stock. As of June 30, 2026, a total of shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.
shares of common stock were issued during the six months ended June 30, 2026.
Note 12 – Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For
the six months ended June 30, 2026, and the year ended December 31, 2025, the Company incurred a net operating loss and, accordingly,
no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of
the realization of any tax assets. At June 30, 2026, the Company had approximately $
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2026 and December 31, 2025, respectively.
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
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HUBILU
VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 13 – Segment Reporting
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The
Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the
operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly,
we determined we operate in a single reporting segment – being a provider of rental properties in a single
As
of June 30, 2026, the Company’s total real estate, net of accumulated depreciation, was $
Schedule of Company Performance And Making Key Decisions
| For the | For the | |||||||
| Six Months Ended | Six Months Ended | |||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Rental revenue | $ | $ | ||||||
| Depreciation | $ | $ | ||||||
| Other operating expenses | $ | $ | ||||||
| Net operating income | $ | $ | ||||||
| Interest expense | $ | $ | ||||||
| Other expenses | ||||||||
| $ | ( | ) | $ | ( | ) | |||
The key measures of segment profit or loss reviewed by our CODM are rental revenues, depreciation on properties, and interest expenses. The CODM reviews rental revenue to measure and monitor stockholder value and determine the most effective strategy of real estate investment. Depreciation and interest expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews other general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Note 14 - Subsequent Events
During the second quarter, no subsequent events occurred.
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Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Overview
We were incorporated under the laws of the state of Delaware on March 5, 2015, and are a real estate consulting, asset management and business acquisition company, which specializes in acquiring student housing income properties and development/business opportunities located near within the Los Angeles area.
Due to high demand for houses from students, non- profit, and for-profit corporate tenants around the USC Campus and neighboring Metro/subway stations, we have focused on acquiring multiple houses, remodeling and renting out. Rents have increased dramatically for houses in our target areas, allowing us to target larger and higher priced houses, while factoring in current interest rates.
With multiple properties within a small radius, we’re able to take advantage of economies of scale and benefit from property management efficiencies. Our focus is to continue acquiring houses and expand rental operations.
We purchased two new properties during the third quarter of 2025, and entered into agreements to acquire two additional properties during the fourth quarter of 2024, bringing our total properties under management to thirty-five. All properties have been purchased in conjunction with various debt financing arrangements.
Going Concern Uncertainty
As of June 30, 2026, our balance of cash on hand was $108,704, and we had negative working capital of $1,476,662 and an accumulated deficit of $3,323,134. We expect to incur further losses in the development of its business; therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In the event revenues do not materialize at the expected rates, management would seek additional financing and would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives.
The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to acquire new properties and increase revenues is largely dependent on our success in raising additional capital.
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Results of Operations for the Three Months Ended June 30, 2026 and 2025
The following table summarizes selected items from the statement of operations for the three months ended June 30, 2026 and 2025, respectively.
| For the Three Months Ended | ||||||||||||
| June 30, | Increase/ | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| Rental revenue | 504,556 | 576,427 | (71,871 | ) | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 55,163 | 98,716 | (43,553 | ) | ||||||||
| Salaries and benefits | 19,650 | 19,075 | 575 | |||||||||
| Utilities | 7,324 | 12,157 | (4,833 | ) | ||||||||
| Professional fees | 29,305 | 37,567 | (8,262 | ) | ||||||||
| Property taxes | 85,699 | 73,960 | 11,739 | |||||||||
| Repairs and maintenance | 146,613 | 47,990 | 98,623 | |||||||||
| Depreciation | 73,596 | 64,794 | 8,802 | |||||||||
| Total operating expenses | 417,350 | 354,259 | 63,091 | |||||||||
| Net operating income | 87,206 | 222,168 | (134,962 | ) | ||||||||
| Other income (expense): | ||||||||||||
| Consulting Income | - | 13,100 | (13,100 | ) | ||||||||
| Interest income | - | 249 | (249 | ) | ||||||||
| Interest expense | (373,094 | ) | (362,380 | ) | (10,714 | ) | ||||||
| Dividends expense | (6,487 | ) | (6,469 | ) | (18 | ) | ||||||
| Gain/(Loss) on early extinguishment of debt | - | - | - | |||||||||
| Other Income | - | 1,990 | (1,990 | ) | ||||||||
| Total other income (expense) | (379,581 | ) | (353,510 | ) | (26,071 | ) | ||||||
| - | ||||||||||||
| Net Income/(loss) | (292,375 | ) | (131,342 | ) | (161,033 | ) | ||||||
Revenues
Our revenues decreased to $504,556 for the three months ended June 30, 2026, compared to $576,427 for the three months ended June 30, 2025, a decrease of $71,871, or 12%. The decrease is primarily due to higher vacancies and lower advance rent collections during the current quarter as compared to the prior year quarter.
General and Administrative
General and administrative expenses for the three months ended June 30, 2026 was $55,163, compared to $98,716 for the three months ended June 30, 2025, a decrease of $43,553, or 44%. General and administrative expenses decreased primarily due to lower administrative and overhead costs during the current period.
Salaries and Benefits
Salaries and benefits expenses for the three months ended June 30, 2026 was $19,650, compared to $19,075 for the three months ended June 30, 2025, an increase of $575, or 3%. Salaries and benefits increased due to routine compensation adjustments.
Utilities
Utilities expense for the three months ended June 30, 2026 was $7,324, compared to $12,157 for the three months ended June 30, 2025, a decrease of $4,833, or 40%. Utilities expense decreased due to more tenants paying for their own utilities directly during the current period.
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Professional Fees
Professional fees expense for the three months ended June 30, 2026 was $29,305, compared to $37,567 for the three months ended June 30, 2025, a decrease of $8,262, or 22%. Professional fees consisted of legal, audit and accounting fees, which decreased primarily due to lower accounting fees.
Property Taxes
Property tax expense for the three months ended June 30, 2026 was $85,699, compared to $73,960 for the three months ended June 30, 2025, an increase of $11,739, or 16%. The increase is due to acquiring more properties.
Repairs and Maintenance
Repairs and maintenance expense for the three months ended June 30, 2026 was $146,613, compared to $47,990 for the three months ended June 30, 2025, an increase of $98,623, or 206 %. Repairs and maintenance expense increased due to additional renovations and property upkeep performed during the current period.
Depreciation
Depreciation expense for the three months ended June 30, 2026 was $73,596, compared to $64,794 for the three months ended June 30, 2025, an increase of $8,802, or 14%. Depreciation expense increased during the current period due to properties that were purchased in the prior year.
Other Income (Expense)
Other expense for the three months ended June 30, 2026 was $379,581, compared to $353,510 for the three months ended June 30, 2025, an increase of $26,071, or 7%. During the three months ended June 30, 2026, other expense consisted of $6,487 of dividends expense and $373,094 of interest expense. Other expense consisted of $6,469 of dividends expense, $362,380 of interest expense, $13,100 of consulting income, $249 of interest income, and $1,990 of other income during the three months ended June 30, 2025. Other expense increased primarily due to increased interest expense on mortgages payable during the current period.
Net Loss
Net loss for the three months ended June 30, 2026 was $292,375, compared to $131,342 for the three months ended June 30, 2025, an increase of $161,033, or 123 %. The increased net loss was primarily due to decreased rental revenue and increased repairs and maintenance expense during the current period.
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Results of Operations for the Six Months Ended June 30, 2026 and 2025
The following table summarizes selected items from the statement of operations for the six months ended June 30, 2026 and 2025, respectively.
| For the Six Months Ended | ||||||||||||
| June 30, | Increase/ | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| Rental revenue | 1,098,294 | 959,939 | 138,355 | |||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 105,689 | 157,989 | (52,300 | ) | ||||||||
| Salaries and benefits | 36,150 | 34,675 | 1,475 | |||||||||
| Utilities | 22,542 | 21,433 | 1,109 | ) | ||||||||
| Professional fees | 55,088 | 72,791 | (17,703 | ) | ||||||||
| Property taxes | 159,587 | 120,560 | 39,027 | |||||||||
| Repairs and maintenance | 234,700 | 155,982 | 78,718 | |||||||||
| Depreciation | 147,088 | 126,539 | 20,549 | |||||||||
| Total operating expenses | 760,844 | 689,969 | 70,875 | |||||||||
| Net operating income | 337,450 | 269,970 | 67,480 | ) | ||||||||
| Other income (expense): | ||||||||||||
| Consulting Income | - | 13,100 | (13,100 | ) | ||||||||
| Interest income | - | 356 | (356 | ) | ||||||||
| Interest expense | (769,097 | ) | (716,222 | ) | (52,875 | ) | ||||||
| Dividends expense | (12,903 | ) | (12,867 | ) | (36 | ) | ||||||
| Gain/(Loss) on early extinguishment of debt | (20,002 | ) | (10,229 | ) | (9,773 | ) | ||||||
| Other Income | - | 1,990 | (1,990 | ) | ||||||||
| Total other income (expense) | (802,002 | ) | (723,872 | ) | (78,130 | ) | ||||||
| Net Income/(loss) | (464,552 | ) | (453,902 | ) | (10,650 | ) | ||||||
Revenues
Our revenues increased to $1,098,294 for the six months ended June 30, 2026, compared to $959,939 for the six months ended June 30, 2025, an increase of $138,355, or 14%. The increase is primarily due to rent increases at existing properties, partially offset by higher vacancies and lower advance rent collections during the current quarter.
General and Administrative
General and administrative expenses for the six months ended June 30, 2026 was $105,689, compared to $157,989 for the six months ended June 30, 2025, a decrease of $52,300, or 33%. General and administrative expenses decreased primarily due to lower administrative and overhead costs during the current period.
Salaries and Benefits
Salaries and benefits expenses for the six months ended June 30, 2026 was $36,150, compared to $34,675 for the six months ended June 30, 2025, an increase of $1,475, or 4%. Salaries and benefits increased due to routine compensation adjustments.
Utilities
Utilities expense for the six months ended June 30, 2026 was $22,542, compared to $21,433 for the six months ended June 30, 2025, an increase of $1,109, or 5%. Utilities expense increased slightly, partially offset by more tenants paying for their own utilities directly.
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Professional Fees
Professional fees expense for the six months ended June 30, 2026 was $55,088, compared to $72,791 for the six months ended June 30, 2025, a decrease of $17,703, or 24%. Professional fees consisted of legal, audit and accounting fees, which decreased primarily due to lower accounting fees.
Property Taxes
Property tax expense for the six months ended June 30, 2026 was $159,587, compared to $120,560 for the six months ended June 30, 2025, an increase of $39,027, or 32%. The increase is due to acquiring more properties.
Repairs and Maintenance
Repairs and maintenance expense for the six months ended June 30, 2026 was $234,700, compared to $155,982 for the six months ended June 30, 2025, an increase of $78,718, or 50%. Repairs and maintenance expense increased due to additional renovations and property upkeep performed during the current period.
Depreciation
Depreciation expense for the six months ended June 30, 2026 was $147,088, compared to $126,539 for the six months ended June 30, 2025, an increase of $20,549, or 16%. Depreciation expense increased during the current period due to properties that were purchased in the prior year.
Other Income (Expense)
Other expense for the six months ended June 30, 2026 was $802,002, compared to $723,872 for the six months ended June 30, 2025, an increase of $78,130, or 11%. During the six months ended June 30, 2026, other expense consisted of $12,903 of dividends expense, $769,097 of interest expense, and $20,002 of loss on early extinguishment of debt. Other expense consisted of $12,867 of dividends expense, $716,222 of interest expense, $10,229 of loss on early extinguishment of debt, $13,100 of consulting income, $356 of interest income, and $1,990 of other income during the six months ended June 30, 2025. Other expense increased primarily due to increased interest expense on mortgages payable during the current period.
Net Loss
Net loss for the six months ended June 30, 2026 was $464,552, compared to $453,902 for the six months ended June 30, 2025, an increase of $10,650, or 2%. The increased net loss was primarily due to decreased rental revenue and increased repairs and maintenance expense during the current period.
Liquidity and Capital Resources
The following table summarizes our total current assets, liabilities and working capital as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||||||
| Current Assets | $ | 139,800 | $ | 124,579 | ||||
| Current Liabilities | $ | 1,616,462 | $ | 2,561,452 | ||||
| Working Capital Deficit | $ | (1,476,662 | ) | $ | (2,436,873 | ) | ||
As shown in the accompanying condensed consolidated financial statements, as of June 30, 2026, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $3,323,134, with negative working capital of $1,476,662 and cash on hand of $108,704, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively working to increase occupancy rates to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute to achieving profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.
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Cash Flow
Comparison of the Six Months Ended June 30, 2026 and the Six Months Ended June 30, 2025
The following table sets forth the primary sources and uses of cash for the periods presented below:
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in) operating activities | $ | (81,970 | ) | $ | (68,680 | ) | ||
| Net cash used in investing activities | (17,857 | ) | (476,339 | ) | ||||
| Net cash provided by (used in) financing activities | 156,460 | 582,102 | ||||||
| Net change in cash | $ | 56,633 | $ | 37,083 | ||||
Net Cash Provided by (Used in) Operating Activities
Net cash used in operating activities was $81,970 for the six months ended June 30, 2026, compared to $68,680 of net cash used in operating activities for the six months ended June 30, 2025, an increase of $13,290, or 19%. The increase was primarily due to the timing of collections and payments on working capital accounts during the current period.
Net Cash Used in Investing Activities
Net cash used in investing activities was $17,857 for the six months ended June 30, 2026, compared to $476,339 for the six months ended June 30, 2025, a decrease of $458,482, or 96%. This decrease was primarily attributable to reduced capital improvement costs incurred during the current period, compared to the prior period.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities was $156,460 for the six months ended June 30, 2026, compared to $582,102 for the six months ended June 30, 2025, a decrease of $425,642, or 73%. Our decreased cash provided by financing activities was primarily due to decreased proceeds received on debt financing during the current period.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial results are affected by the selection and application of accounting policies and methods. In the six-month period ended June 30, 2026 there were no changes to the application of critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.
All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures
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, who are one in the same, 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, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective.
In performing the above-referenced assessment, our management identified the following material weaknesses:
| ● | The Company does not have adequate segregation of duties in the handling of their financial reporting. This is caused by a very limited number of personnel. | |
| ● | The Company’s system of internal controls failed to identify multiple journal entries that were identified by the Company’s external auditor. | |
| ● | The Company has no formal control process related to the identification and approval of related party transactions. | |
| ● | The Company’s accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. |
We believe the weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the appointment of additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies, by the end of our 2026 fiscal year as resources allow.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
During the three-month period ended June 30, 2026, 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.
| 23 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.
Item 1A. Risk Factors
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
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
| * | Filed herewith. |
| 24 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HUBILU VENTURE CORPORATION | |
| August 14, 2026 | /s/ David Behrend |
| David Behrend | |
| Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) |
| 25 |
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
CERTIFICATIONS PURSUANT TO
RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 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: August 14, 2026 | /s/ David Behrend |
| David Behrend | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS PURSUANT TO
RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 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”);
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: August 14, 2026 | /s/ David Behrend |
| David Behrend | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT 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 June 30, 2026, 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: August 14, 2026 | /s/ David Behrend |
| David Behrend | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT 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 June 30, 2026 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: August 14, 2026 | /s/ David Behrend |
| David Behrend | |
| Chief Financial Officer | |
| (Principal Financial Officer) |