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10-Q

Hubilu Venture Corp (HBUV)

10-Q 2022-09-12 For: 2022-06-30
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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe quarterly period ended: ### June 30, 2022

OR

☐ 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<br> South Beverly Drive, Suite 205
--- ---
Beverly<br> Hills, CA 90212
(Address<br> of Principal Executive Offices) (Zip<br> 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<br> accelerated filer ☐ Accelerated<br> filer ☐
Non-accelerated<br> filer ☐ (Do not check if a smaller reporting company) Smaller<br> 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<br> 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 September 7, 2022, the number of shares outstanding of the issuer’s sole class of common stock, $0.001 par value per share, is 26,237,125.

TABLE

OF CONTENTS

PART I – FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statement of 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 15
Item 3. Quantitative and Qualitative Disclosures about Market Risk 18
Item 4. Controls and Procedures 18
PART II — OTHER INFORMATION 18
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Mine Safety Disclosures 18
Item 5. Other Information 18
Item 6. Exhibits 19
SIGNATURES 20 
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PartI – FINANCIAL INFORMATION

Item1. Financial Statements

HUBILU

VENTURE CORPORATION

Consolidated

Balance Sheets

June 30, 2022 December 31, 2021
(unaudited)
ASSETS
Cash $ 241,071 $ 203,738
Total current assets 241,071 203,738
Property and equipment:
Land 11,800,305 9,853,679
Building<br> and capital improvements 5,231,251 4,402,248
Property acquisition and financing 277,224 -
Less accumulated depreciation (455,550 ) (356,036 )
Total property and equipment, net 16,853,230 13,899,891
Security deposits 6,600 6,600
TOTAL<br> ASSETS $ 17,100,901 $ 14,110,229
LIABILITIES<br> AND STOCKHOLDERS’ DEFICIT
CURRENT<br> LIABILITIES
Accounts<br> payable $ - $ 2,373
Accrued interest 7,835 -
Security<br> deposits payable 261,689 199,184
Promissory notes, related parties 89,593 89,593
Due to related party 474,271 474,271
Preferred shares 650,478 617,474
TOTAL<br> CURRENT LIABILITIES 1,483,866 1,382,895
Mortgages payable 6,998,777 7,839,604
Notes payable 9,506,180 5,712,247
TOTAL LIABILITES 17,988,823 14,934,746
STOCKHOLDERS’<br> DEFICIT
Common<br> stock 26,237,125 issued and outstanding on June 30, 2022 (December 31, 2021: 26,237,125) 26,237 26,237
Additional<br> paid-in capital 792,218 775,755
Accumulated<br> Deficit (1,706,377 ) (1,626,509 )
TOTAL<br> STOCKHOLDERS’ DEFICIT (887,922 ) (824,517 )
TOTAL<br> LIABILITIES & STOCKHOLDERS’ DEFICIT $ 17,100,901 14,110,229

The

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

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HUBILU

VENTURE CORPORATION

Consolidated

Statements of Operations

(unaudited)

Three<br> months<br> ended<br> June 30, 2022 Three<br> months ended<br> June 30, 2021 Six<br> months<br> ended<br> June 30, 2022 Six<br> months<br> ended<br> June 30, 2021
Rental<br> Income $ 393,802 $ 387,954 $ 783,740 $ 704,683
Operating<br> Expenses:
General and administration expenses:
Salary and benefits 12,500 26,250 49,375 52,500
Utilities 18,159 18,732 32,585 32,843
Professional<br> fees 6,978 20,000 42,247 40,236
Property<br> taxes 43,959 41,151 105,191 57,550
Other general and administrative expenses 66,516 106,690 116,861 154,060
Total<br> general and administrative expenses 148,112 212,823 346,259 337,189
Depreciation 50,287 38,800 99,514 50,839
Total operating expenses 198,399 251,623 445,773 388,028
Net<br> operating income 195,403 136,331 337,967 316,655
Other<br> income (expense)
Other<br> income - - 29,800 4,000
Interest<br> expense (227,445 ) (155,347 ) (447,635 ) (288,707 )
Total<br> Other Income (Expense) (227,445 ) (155,347 ) (417,835 ) (284,707 )
Net<br> income (loss) for the period $ (32,042 ) $ (19,016 ) $ (79,868 ) $ 31,948
Net<br> loss attributable to common shareholders $ (32,042 ) $ (19,016 ) $ (79,868 ) $ 31,948
Weighted average<br> common shares outstanding- basic 26,237,125 26,237,125 26,237,125 26,237,125
Net loss per common<br> share-basic $ (0.00 ) $ (0.00 ) $ (0.00 ) $ 0.00
Weighted<br> average common shares outstanding- fully diluted 26,237,125 26,237,125 26,237,125 26,982,721
Net<br> loss per common share- fully diluted $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00

The

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

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HUBILU

VENTURE CORPORATION

Consolidated

Statement of Changes in Stockholders’ Deficit

(unaudited)

Shares Amount Capital Deficit (Deficit)
For<br> the Three Months Ended June 30, 2021
Additional Total<br> Stockholders’
Common<br> Stock Paid-in Accumulated Equity
Shares Amount Capital Deficit (Deficit)
Balance,<br> March 31, 2021 26,237,125 $ 26,237 $ 750,833 $ (1,618,408 ) $ (841,338 )
Imputed<br> interest - - 8,186 - 8,186
Net<br> loss for the thre months ended June 30, 2021 - - - (19,016 ) (19,016 )
Balance,<br> June 30, 2021 26,237,125 $ 26,237 $ 759,019 $ (1,637,424 ) $ (852,168 )
For<br> the Three Months Ended June 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- ---
Additional Total
Common<br> Stock Paid-in Accumulated Stockholders’
Shares Amount Capital Deficit Equity
Balance,<br> March 31, 2022 26,237,125 $ 26,237 $ 784,123 $ (1,674,335 ) $ (863,975 )
Imputed<br> interest - - 8,095 - 8,095
Net<br> loss for the three months ended June 30, 2022 - - - (32,042 ) (32,042 )
Balance,<br> June 30, 2022 26,237,125 $ 26,237 $ 792,218 $ (1,706,377 ) $ (887,922 )
For<br> the Six Months Ended June 30, 2021
--- --- --- --- --- --- --- --- --- --- --- --- ---
Additional Total<br> Stockholders’
Common<br> Stock Paid-in Accumulated Equity
Shares Amount Capital Deficit (Deficit)
Balance,<br> December 31, 2020 26,237,125 $ 26,237 $ 742,556 $ (1,669,372 ) $ (900,579 )
Imputed<br> interest - - 16,463 - 16,463
Net<br> income for the six months ended June 30, 2021 - - - 31,948 31,948
Balance,<br> June 30, 2021 26,237,125 $ 26,237 $ 759,019 $ (1,637,424 ) $ (852,168 )
For<br> the Six Months Ended June 30, 2022
--- --- --- --- --- --- --- --- --- --- --- --- ---
Additional Total
Common<br> Stock Paid-in Accumulated Stockholders’
Shares Amount Capital Deficit Equity
Balance,<br> December 31, 2021 26,237,125 $ 26,237 $ 775,755 $ (1,626,509 ) $ (824,517 )
Balance 26,237,125 $ 26,237 $ 775,755 $ (1,626,509 ) $ (824,517 )
Imputed<br> interest - - 16,463 - 16,463
Net<br> loss for the six months ended June 30, 2022 - - - (79,868 ) (79,868 )
Net income (loss) - - - (79,868 ) (79,868 )
Balance,<br> June 30, 2022 26,237,125 $ 26,237 $ 792,218 $ (1,706,377 ) $ (887,922 )
Balance 26,237,125 $ 26,237 $ 792,218 $ (1,706,377 ) $ (887,922 )

Theaccompanying notes are an integral part of these consolidated financial statements.

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HUBILU

VENTURE CORPORATION

Consolidated

Statements of Cash Flows

(unaudited)

For<br> the six <br> months ended <br> June 30, 2022 For<br> the six <br> months ended <br> June 30, 2021
OPERATING<br> ACTIVITIES
Net<br> income (loss) $ (79,868 ) $ 31,948
Adjustments<br> to reconcile net loss to net cash provided by operating activities:
Depreciation<br> and amortization 99,514 50,839
Cumulative<br> preferred stock dividends payable 33,004 16,221
Imputed<br> interest 16,463 16,463
Gain<br> on EDIL, forgiveness - (4,000 )
Changes<br> in operating assets and liabilities:
Funds<br> held in escrow and other current assets - 18,030
Prepaid<br> expenses - (15,635 )
Accrued<br> expenses 7,835 -
Accounts<br> payable (2,373 ) (447 )
Security<br> deposits 62,505 11,640
Net<br> cash provided by operating activities 137,080 125,059
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Building<br> improvements (332,460 ) (207,792 )
Cash<br> used in investing activities (332,460 ) (207,792 )
CASH<br> FLOWS FROM FINANCING ACTIVITIES
Repayments<br> on related party advances - (18,229 )
Proceeds<br> received from mortgages payable 603,100 10,682
Repayments<br> on mortgages payable (53,603 ) -
Repayments<br> on notes payable (316,784 ) -
Net<br> cash provided by (used in) financing activities 232,713 (7,547 )
NET<br> CHANGE IN CASH AND CASH EQUIVALENTS 37,333 (90,280 )
CASH<br> AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 203,738 144,664
CASH<br> AND CASH EQUIVALENTS AT END OF PERIOD $ 241,071 $ 54,384
SUPPLEMENTAL<br> DISCLOSURE OF CASH FLOW INFORMATION
Interest<br> paid $ 423,337 $ 285,050
Income<br> taxes paid $ 63,707 $ 57,550
Non-cash<br> investing and financing transactions:
Acquisitions<br> of assets financed through debt $ 2,720,393 $ 1,365,019

The

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

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HUBILU

VENTURE CORPORATION

Notes

to the Consolidated Financial Statements

March

31, 2022

(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 Mapone Investments, LLC. All intercompany transactions have been eliminated on consolidation.

The

financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2022, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,706,377 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, 2021.

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no material impact on net earnings, financial position or cash flows.

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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.

NOTE4 - PROPERTY ACQUISITIONS - Related Party

On

January 7, 2022 we completed our acquisition, through our subsidiary Boabab Investments, LLC, the real property located at 3791 S. Normandie Avenue in Los Angeles (“Boabab”). The property was vacant at time of purchase. The acquisition was for $640,000 (“Purchase Price”). Terms of the acquisition as follows:

(1)

A first position note with payment on principal balance of $576,000 issued by the Property Owner, Boabab, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principle and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $4,080.00 or more starting on February 1, 2022 and continuing until the December 29, 2022 at which time the entire principal balance together with interest due thereon, shall become due and payable.

(2)

A $75,000 second position note owing by Boabab, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $312.50 or more on the 5th day of each month beginning on the 5th day of February 2022 and continuing until the 4th day of January 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On

March 2, 2022, we refinanced 3791 S. Normandie Ave in Los Angeles to one note. Terms of the refinance are as follows: (1) A first position note with payment on principal balance of $621,500.00 issued by the Property Owner, Boabab, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principle and interest, on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $3,422.33 or more starting on May 1, 2022 and continuing until the 1st day of April 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On

January 20, 2022 we completed our acquisition, through its subsidiary Boabab Investments, LLC, the real property located at 2029 W. 41st Place in Los Angeles (“41st Place”). The property was vacant at the time of purchase. The acquisition was for $720,000 (“Purchase Price”). The terms of the acquisition as follows:

(1)

A first position note with payment on principal balance of $648,000 issued by the Property Owner, Boabab, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principle and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installment’s of $4,590.00 or more starting on March 1, 2022 and continuing until the January 6, 2023 at which time the entire principal balance together with interest due thereon, shall become due and payable.

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(2)

A $84,950 second position note owing by Boabab, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $361.38 or more on the 18th day of each month beginning on the 18th day of February 2022 and continuing until the 17th day of January 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On

March 2, 2022, we completed our acquisition, through its subsidiary Trilosa Investments, LLC, the real property located at 4517 Orchard Avenue in Los Angeles (“Orchard”). The property was vacant at the time of purchase. The acquisition was for $605,000 (“Purchase Price”). The terms of the acquisition as follows:

(1)

A first position note with payment on principal balance of $484,000 issued by the Property Owner, Trilosa, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principle and interest, on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $2,665.18 or more starting on May 1, 2022 and continuing until the 1st day of April 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

(2)

A $158,000 second position note owing by Trilosa, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $658.33 or more on the 2nd day of each month beginning on the 2nd day of April 2022 and continuing until the 1st day of March 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On

March 25, 2022, we completed our acquisition, through its subsidiary Mapone Investments, LLC, the real property located at 1733 W. 37th Street in Los Angeles (“37th Street”). The property was vacant at the time of purchase. The acquisition was for $630,500 (“Purchase Price”). The terms of the acquisition as follows:

(1)

A first position note with payment on principal balance of $567,450.00 issued by the Property Owner, Mapone, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principle and interest, on unpaid principal at the rate of 7.5% per annum. Principal and interest payable in monthly installments of $3,546.56.00 or more starting on May 1, 2022 and continuing until the March 22, 2023 at which time the entire principal balance together with interest due thereon, shall become due and payable.

(2)

A $100,000 second position note owing by Mapone, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $500.00 or more on the 1st day of each month beginning on the 1st day of May 2022 and continuing until the 31st day of March 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

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NOTE5- INVESTMENTS IN REAL ESTATE- Related party

The change in the real estate property investments for the six months ended June 30, 2022 and the year ended December 31, 2021 is as follows:

SUMMARY

OF CHANGES IN REAL ESTATE PROPERTY INVESTMENTS

Six months <br> ended <br> June 30, 2022 Year <br> ended <br> December 31, 2021
Balance,<br> beginning of the period $ 14,255,927 $ 9,585,943
Acquisitions: 2,720,393 4,182,057
Real<br> estate investment property, at cost 16,976,320 13,768,000
Capital<br> improvements 332,460 487,927
Balance,<br> end of the period $ 17,308,780 $ 14,255,927

The change in the accumulated depreciation for the six months ended June 30, 2022 and 2021 is as follows:

SUMMARY

OF CHANGES IN ACCUMULATED DEPRECIATION

June 30, 2022 June 30, 2021
Balance,<br> beginning of the period $ 356,036 $ 238,383
Depreciation<br> charge for the period 99,514 50,839
Balance,<br> end of the period $ 455,550 $ 289,222

The Company’s real estate investments as of June 30, 2022 is summarized as follows:

SCHEDULE OF REAL ESTATE INVESTMENT

Land Building - - - - -
Initial<br> Cost to the Company Capital Accumulated Encumbrances Security Closing
Land Building Improvements Depreciation Encumbrances Deposits Costs
3711<br> South Western Ave $ 508,571 $ 383,716 $ 30,244 $ 93,900 $ 656,585 $ 17,914 -
2909<br> South Catalina 565,839 344,856 16,181 81,043 442,879 14,400 -
3910<br> Wisconsin Ave 337,500 150,000 88,833 27,627 696,709 1,900 28,444
3910<br> Walton Ave 318,098 191,902 9,201 29,963 544,842 11,000 -
1557 West 29th 496,609 146,891 21,971 22,094 700,010 12,565 14,251
1267<br> West 38^th^Street 420,210 180,090 7,191 30,383 610,821 4,600 15,701
1618 West 38th 508,298 127,074 14,732 11,386 638,848 8,340 -
4016<br> Dalton Avenue 424,005 106,001 39,240 13,482 614,758 4,530 27,678
1981<br> West Estrella Avenue 651,659 162,915 68,501 20,356 906,667 12,985 21,981
2115<br> Portland Street 753,840 188,460 1,763 20,013 916,104 12,315 -
717<br> West 42^nd^Place 376,800 94,200 - 9,691 471,835 1,350 -
3906<br> Denker Street 428,000 107,000 60,210 7,732 589,061 13,250 -
3408<br> S Budlong Street 499,200 124,800 54,488 10,723 734,977 9,840 -
3912<br> S. Hill Street 483,750 161,250 133,150 18,338 658,888 15,300 -
4009<br> Brighton Avenue 442,700 158,300 168,983 15,950 725,622 2,500 13,040
3908<br> Denker Avenue 534,400 158,300 55,070 7,732 635,316 4,500 20,243
4021<br> Halldale Avenue 487,500 162,500 45,188 6,680 585,000 18,000 17,995
1284<br> W. 38^th^ Street 551,250 183,750 - 5,851 842,082 12,000 16,623
4505<br> Orchard Avenue 506,250 145,776 125,054 6,933 653,457 17,500 27,037
3777<br> Ruthelen Street 559,200 139,800 12,652 3,557 717,208 13,900 11,019
3791<br> Normandie Avenue 480,000 160,000 - 2,978 770,064 12,000 27,394
2029<br> W. 41^st^ Place 540,000 180,000 118,190 4,551 809,900 19,000 13,501
4517<br> Orchard Avenue 453,750 151,250 93,953 2,623 640,882 10,000 8,853
1733<br> W. 37^th^ Street 472,876 157,625 - 1,964 667,450 12,000 13,464
$ 11,800,305 $ 4,066,456 $ 1,164,795 $ 455,550 $ 16,229,957 $ 261,689 $ 277,224 
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NOTE

6- PROPERTY INDEBTEDNESS

TheCompany’s mortgages are summarized as follows:

SCHEDULE

OF MORTGAGES PAYABLE

Stated interest rate Maturity<br> date
June<br> 30, 2022 December<br> 31,<br><br> 2021
Principal balance Stated interest rate as at Maturity date
3711<br> South Western Ave $ 656,585 $ 656,585 5.00 % December 1, 2029
2909<br> South Catalina Street
-<br> First Note 442,879 450,063 3.10 % August<br> 12, 2046
3910<br> Walton Ave. 544,842 549,705 5.00 % August<br> 01, 2049
3910<br> Wisconsin Street 696,709 518,250 5.225 % March<br> 1, 2052
1557<br> West 29 Street
-First<br> Note 610,510 415,463 4.975 % June<br> 1, 2051
-Second<br> Note 89,500 200,000 5.40 % January<br> 1, 2029
1267<br> West 38 Street 610,821 617,745 4.975 % July<br> 1, 2051
1618<br> West 38 Street
-<br> First Note 488,848 492,454 6.30 % January<br> 1, 2050
-<br> Second Note 150,000 150,000 6.00 % December<br> 10, 2023
4016<br> Dalton Avenue 614,758 775,478 4.975 % June<br> 1, 2051
1981<br> Estrella Ave 906,667 913,569 5.225 % June<br> 1, 2051
717<br> West 42 Place
-<br> First Note 336,867 337,167 6.85 % October<br> 31, 2025
-<br> Second Note 134,968 134,968 6.85 % April<br> 30, 2022
2115<br> Portland Street
-<br> First Note 596,328 600,688 6.00 % June<br> 1, 2049
-Second<br> Note 319,776 319,776 5.00 % April<br> 30, 2024
3906 Denker
-First<br> Note 404,061 406,854 6.00 % March<br> 1, 2025
-Second<br> Note 185,000 185,000 6.85 % February<br> 14, 2025
3408 Budlong
-First<br> Note 614,977 470,000 4.875 % December<br> 1, 2051
-Second<br> Note 120,000 242,000 5.00 % November<br> 1, 2029
3912<br> S. Hill Street
-First<br> Note 506,880 510,150 6.425 % December<br> 1, 2050
-<br> Second Note 152,000 152,000 6.425 % November<br> 1, 2026
4009<br> Brighton Avenue 725,622 779,374 4.875 % November<br> 1, 2051
3908<br> Denker Avenue 635,316 640,000 4.975 % December<br> 1, 2051
4021<br> Halldale Avenue 585,000 730,312 8.5 % July<br> 14, 2022
1284<br> W. 38^th^ Street 4.56 % March<br> 1, 2052
First Note 654,082 661,500 4.625 % March 1, 2052
-Second Note 188,000 159,000 5.250 % 2029
4505<br> Orchard Avenue 653,457 695,250 4.625 % March<br> 1, 2052
3777<br> Ruthelen Street 717,208 699,000 5 % October<br> 1, 2029
3791<br> S. Normandie Avenue
-<br> First Note 620,064 - 5.225 % April<br> 1, 2052
-Second<br> Note 150,000 - 5.00 % January<br> 4, 2029
2029<br> W. 41^st^ Place
-First<br> Note 648,000 - 8.5 % January<br> 6, 2023
-Second<br> Note 161,900 - 5.00 % January<br> 17, 2029
4517<br> Orchard Avenue
-First<br> Note 482,882 - 5.225 % April<br> 1, 2052
-Second<br> Note 158,000 - 5.00 % March<br> 1, 2029
1733<br> W. 37^th^ Place
-First<br> Note 567,450 - 7.5 % March<br> 22, 2023
-Second<br> Note 100,000 - 6.00 % May<br> 1, 2029
Hubilu General Loan 275,000 - 6.00 % On Demand
$ 16,504,957 $ 13,551,851 
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NOTE7 – PROMISSORY NOTES PAYABLE-Related Party

SCHEDULE OF PROMISSORY NOTE

June<br> 30, 2022 December<br> 31, 2021
$ 89,593 $ 89,593

On

November 1, 2021, a 1st promissory note secured by 3711 S. Western Ave, Los Angeles, CA 90018 and payable to Opus Bank in the amount of $554,865 became due. Belladonna Lily Investments, Inc. agreed to pay off the 1st promissory note and the majority of the 2nd promissory note owing to Esteban Coaloa in the amount of $92,463. This note was assigned to Belladonna Lily Investments, Inc. Belladonna Lily Investments, Inc. recorded a new 1st promissory note in the amount of $700,000 which was secured by a deed of trust against the property. After accounting for a prior loan owed to Belladonna Lily investments, Inc in the amount of $12,000 and other closing costs, the balance owing at December 31, 2021 by Akebia Investments, LLC to Belladonna Lily Investments, Inc. was $656,584 and $14,700 was owed unsecured to Esteban Coaloa. The refinance closed on December 30, 2021. Refer to Note 6 - Property Indebtedness for current balance of loans owed against 3711 S. Western Ave, Los Angeles, CA.

NOTE

8–RELATED PARTY TRANSACTIONS

As

of June 30, 2022, the Company’s majority shareholder, has provided advances totaling $474,271 (December 31, 2021: $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 $16,463 which was credited to additional paid-in capital for the six months ended June 30, 2022.

On

February 25, 2022, 3910 Wisconsin Ave, owned by Sunza Investments, LLC was refinanced. Belladonna Lily Investments, Inc. was paid $440,072 as part of the payoff. The $440,072 also paid off the following unsecured notes owed by Sunza Investments, LLC. (1) A promissory note in 2nd position on 3910 Wisconsin Ave in the amount of $150,000 owing to Belladonna Lily Investments, Inc., was paid off in full. (2) A promissory note in 3rd position on 3910 Wisconsin Ave of $130,000 owing to Belladonna Lily Investments, Inc. was paid off in full. (3) A promissory note in 2nd position on 4021 Halldale Ave of $145,312 owing to Belladonna Lily Investments, Inc, was paid off in full. (4) The balance of $14,760 was used to pay interest owing and points payable on the loans.

NOTE

9 – SERIES 1 CONVERTIBLE PREFERRED SHARES

On

September 8, 2016, the Company authorized and designated 2,000,000 shares of Series 1 convertible preferred stock (the “Preferred Stock”).

Effective September 30, 2019, the 5% Voting, Cumulative Convertible Series 1 Preferred Stock date of conversion has been extended to the September 30, 2029.

The Preferred Stock has the following rights and privileges:

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

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

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

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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

# of Shares Amount Dividend<br> in Arrears Total
Balance,<br> December 31, 2020 500,400 $ 500,400 $ 85,864 $ 586,264
Dividends<br> accrued - - 21,210 21,210
Shares<br> issued 10,000 10,000 - 10,000
Balance,<br> December 31, 2021 510,400 510,400 107,074 617,474
Dividends<br> accrued - - 33,004 33,004
Balance,<br> June 30, 2022 510,400 $ 510,400 $ 140,078 $ 650,478

NOTE

10 – CONTINGENCY/LEGAL

As of June 30, 2022, and during the preceding ten years, no director, person nominated to become a director or executive officer, or promoter of the Company has been involved in any legal proceeding that would require disclosure hereunder.

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

NOTE 11- OTHER INCOME

The company generated Other Income in the

amount of $29,800 which is made up of money paid by Condon Realty Group to the company for consulting services performed. Condon Realty Group represents Hubilu subsidiaries’ acquisitions during this period.

NOTE 12 – SUBSEQUENT EVENTS

We have evaluated subsequent events from the balance sheet through September 7, 2022 the date at which the financial statements were issued and determined that there were no items that require adjustments 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<br> risks of a start-up company;
● management’s<br> plans, objectives and budgets for its future operations and future economic performance;
● capital<br> budget and future capital requirements;
● meeting<br> future capital needs;
● our<br> dependence on management and the need to recruit additional personnel;
● limited<br> trading for our common stock, if listed or quoted
● the<br> level of future expenditures;
● impact<br> of recent accounting pronouncements;
● the<br> outcome of regulatory and litigation matters; and
● the<br> assumptions described in this report underlying such forward-looking statements. Actual results and developments may materially differ<br> from those expressed in or implied by such statements due to a number of factors, including:
● those<br> described in the context of such forward-looking statements;
● the<br> political, social and economic climate in which we conduct operations; and
● the<br> risk factors described in other documents and reports filed with the Securities and Exchange Commission

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

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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 and six months ended June 30, 2022 and 2021, 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 six months ended June 30, 2022 and 2021, respectively, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

Threemonths ended June 30, 2022, compared to the three months ended June 30, 2021

Revenues. Our revenues increased $5,848 to $393,802 for the three months ended June 30, 2022, compared to $387,954 for the comparable period in 2021. The increase is due to additional property acquisitions.

Operating expenses. In total, operating expenses decreased $53,224 to $198,399 for the three months ended June 30, 2022, compared to $251,623 for the comparable period in 2021.

General and administrative expenses decreased $64,711 to $148,112 for the three months ended June 30, 2022, compared to $212,823 for the comparable period in 2021.

Depreciation expense increased $11,487 to $50,287 for the three months ended June 30, 2022, compared to $38,800 for the comparable period in 2021.

Property tax expense increased $2,808 to $43,959 for the three months ended June 30, 2022, compared to $41,151 for the comparable period in 2021. The increase is due to the acquisition of nine new properties.

Salaries and benefits expense decreased $13,750 to $12,500 for the three months ended June 30, 2022, compared to $26,250 for the comparable period in 2021.

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Utilities expense decreased $573 to $18,159 for the three months ended June 30, 2022 compared to $18,732 for the comparable period in 2021. The increase is due to additional property acquisitions.

Net Income (loss). Our net loss increased $13,026 to $32,042 of net loss for the three months ended June 30, 2022, compared to $19,016 of net income for the comparable period in 2021. The increase is attributable to the revenue and expenses discussed above.

Six months ended June 30, 2022 compared to thesix months ended June 30, 2021

Revenues. Our revenues increased to $783,740 for the six months ended June 30, 2021 compared to $704,683 for the comparable period in 2021. The increase is due to the acquisition of nine new properties.

Operating expenses. Operating expenses include general and administrative expenses, consulting expense, depreciation, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filing fees, and utilities. In total, operating expenses increased $57,745 to $445,773 for the six months ended June 30, 2022 compared to $388,028 for the comparable period in 2021.

General and administrative expenses increased $9,070 to $346,259 for the six months ended June 30, 2022 compared to $337,189 for the comparable period in 2021.

Depreciation expense increased $48,675 to $99,514 for the six months ended June 30, 2022 compared to $50,839 for the comparable period in 2021.

Professional fees increased $2,011 to $42,247 for the six months ended June 30, 2022 compared to $40,236 for the comparable period in 2021.

Property tax expense increased $47,641 to $105,191 for the six months ended June 30, 2022 compared to $57,550 for the comparable period in 2021. The increase is due to paying our taxes earlier in the first quarter.

Utilities expense decreased $258 to $32,585 for the six months ended June 30, 2022 compared to $32,843 for the comparable period in 2021. The decrease is due to more tenants paying their own utilities.

Mortgage Interest increased $158,928 to $447,635 for the six months ended June 30, 2022 compared to $288,707 for the comparable period in 2021. The increase is due to the acquisition of nine new properties.

Net loss. Our net loss increased $111,816 to $79,868 for the six months ended June 30, 2022 compared to income of $31,948 for the comparable period in 2021. The increase is attributable to the revenue and expenses discussed above.

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Liquidity and Capital Resources. For the six months ended June 30, 2022, we did not borrow any money from our majority shareholder. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $17,100,901 as of June 30, 2022, consisting of $16,853,230 in net property assets, $241,071 in cash, and $6,600 in deposits.

Our total liabilities are $17,988,823 as of June 30, 2022.

We were provided $137,080 in operating activities for the six months ended June 30, 2022, consisting of $79,868 in net loss, imputed interest, which was offset by non-cash charges of $99,514 for depreciation and amortization, $33,004 in dividends accrued in preferred shares, a net decrease of $2,373 in accounts payable and $62,505 received for security deposits.

We used $332,460 in investing activities for the six months ended June 30, 2022, which was used for building additions and improvements.

We had $232,713 provided by financing activities for the six months ended June 30, 2022.

The Company had no formal long-term lines or credit or other bank financing arrangements as of June 30, 2022.

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.

Impactof Inflation

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

CapitalExpenditures

The Company spent $332,460 on building improvements during the six months ended June 30, 2022.

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.

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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 six-month period ended June 30, 2022, 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.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

None.

Item5. Other Information

None.

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Item6. Exhibits

(a) The<br> following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:
Exhibit
--- ---
Number Description
31.1 Certification<br> of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2 Certification<br> of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1 Certification<br> 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<br> 2002*.
32.2 Certification<br> 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<br> 2002*.
101.INS Inline<br> XBRL Instance Document
101.SCH Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
* Filed<br> 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
September 12, 2022 /s/ David Behrend
David<br> Behrend
Chairman<br> and Chief Executive Officer (Principal Executive 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:<br> September 12, 2022 /s/ David Behrend
David<br> Behrend
Chief<br> Executive Officer
(Principal<br> 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”);

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:<br> September 12, 2022 /s/ David Behrend
David<br> Behrend
Chief<br> Financial Officer
(Principal<br> 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 June 30, 2022, 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:<br> September 12, 2022 /s/ David Behrend
David<br> Behrend
Chief<br> Executive Officer
(Principal<br> 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 June 30, 2022 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:<br> September 12, 2022 /s/ David Behrend
David<br> Behrend
Chief<br> Financial Officer
(Principal<br> Financial Officer)

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