Hubilu Venture Corp 10-K for FY2023
Hubilu Venture Corp (HBUV)
About this 10-K
Hubilu Venture Corp filed this 10-K on April 16, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.89M
- up 19.4% from $1.58M a year earlier
- Net loss
- $275.33K
- compared with a net loss of $146.71K 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
Balance
For
the fiscal year ended:
For the transition period from ______ to ______
Commission
File No.
(Exact Name of Registrant as Specified in its Charter)
| (State or other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
| Common Stock, no par value per share | None | |
| (Title of Each Class) | (Name of Each Exchange on Which Registered) |
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.
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by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | Accelerated filer | Smaller reporting company | |
| ☐ | ☐ | ☐ |
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| (Do not check if smaller reporting | |||
| company) |
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
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by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The
aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2023 was $
The number of shares of the registrant’s common stock issued and outstanding as of April 16, 2024 was .
table of contents
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CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business” below. Considering these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.
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PART I
Item 1. Description of Business.
Organization
We were incorporated in the State of Delaware as a for-profit company on March 2, 2015 and established a fiscal year end of December 31. On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to correct our name to Hubilu Venture Corporation from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We were formed to provide consulting and advisory services to real estate professionals and investors to assist them in finding properties and evaluating them for purchase or leasing. We are not a real estate brokerage firm and do not engage in real estate brokerage activities.
Our services are focused on the research and analysis of real estate properties and advising clients on the best use of their real estate assets. On August 18, 2016 we established a real estate acquisitions’ division seeking to raise money and acquire real estate assets.
On March 5, 2015, we issued 25,000,000 shares of our common stock, valued at $0.001 per share, to our founder, David Behrend for $75,000 in cash or $0.003 per share. On April 30, 2015, Mr. Behrend transferred his shares to Jacaranda Investments, Inc., a Wyoming corporation he previously owned, but sold on June 24, 2022, in exchange for 30,000 shares of Jacaranda’s common shares. From April 7, 2015 to May 7, 2015, we sold and issued 235,000 shares of our common stock at a price of $0.10 per share for $23,500 to 40 accredited investors. On May 4, 2015, we issued 191,500 shares of our common stock, valued by our sole director at $0.10 per share, or $19,150, to 12 individuals for services rendered to us. Six of these individuals had already purchased shares of our common stock at the price of $0.10 per share. On October 1, 2016, we issued 100,000 shares to 5 individuals for share-based compensation, valued by our sole director at $0.10 per share, for compensation of $50,000 for services rendered to us by them. Presently, we estimate our monthly burn rate is approximately $30,000 per month, which consists of general and administrative expenses, consulting fees, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filings fees and utilities. We believe that our revenues will cover our burn rate over the next 12 months.
Our principal business, executive and registered statutory office is located at 205 South Beverly Drive, Suite 205, Beverly Hills, CA 90212 and our telephone number is (310) 308-7887 and email contact is info@hubilu.com. Our URL address is www.hubilu.com.
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Business
We were formed as a real estate consulting and acquisition firm that commenced operations in March 5, 2015, and, until June 2015, was limited to organizational and business development activities. In June 2015, we entered into our first consulting agreement with a client. As a real estate advisory and consulting company, we assist real estate investor professionals, as well as established companies, with advisory and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors and professionals in the early stage analysis of market opportunities and the evaluation of properties prior to them committing capital for the purchase or the leasing of real estate properties. We are not real estate brokers and do not intend to offer brokerage services.
Commencing in June 2015, we engaged our first client, 112 South Eucalyptus Avenue, LLC, to assist it in evaluating the best use of its property.
Real Estate Acquisitions
On August 18, 2016, we launched a real estate acquisition division to acquire real estate for our company.
In 2017, we acquired 2 rental properties.
On September 15, 2017, we hired Earn By SEO, which specializes in Search Engine Optimization and Social Media Optimization, to enhance our Hubilu.com website to drive traffic and expand our investor and social media presence. This company also assisted us with launching our student housing rental site, Hubiluhousing.com, which went live on March 16, 2018. This was a needed adjunct to assist with our aggressive marketing of rentals and also allow our students ease to locate and sign rental contracts, which is all online now.
On January 4, 2018, we started to accept Crypto currency as a form of rental payment for our properties.
On March 7, 2018, we contracted with Pacific Green Homes to install solar technology on our property located at 3711 S. Western Ave in Los Angeles. The solar panels were installed and became operational on May 26, 2018. This has reduced our electric operating costs, resulting in greater returns for our investors.
On May 31, 2018 we acquired Sunza Investments, LLC, and its real property asset located at 3910 Walton Street in Los Angeles.
On September 27, 2018, through our subsidiary, Sunza Investments, LLC, we acquired a real property asset located at 3910 Wisconsin Ave in Los Angeles.
On December 31, 2018, we acquired Lantana Investments, LLC, and its real property asset located at 1557 W. 29th Street in Los Angeles.
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On July 12, 2019, we acquired Elata Investments, LLC, and its real property asset located at 1267 W. 38th Street in Los Angeles.
On December 13, 2019, though our subsidiary Elata Investments, LLC, we acquired a real property asset located at 4016 Dalton Avenue in Los Angeles.
On December 30, 2019, through our subsidiary Elata Investments, LLC, we acquired a real property asset located at 1618 W. 38th Street in Los Angeles.
On December 31, 2019, we acquired Kapok Investments, LLC, and its real property asset located at 1981 Estrella Avenue in Los Angeles.
On December 31, 2019 we acquired Trilosa Investments, LLC, and its real property asset located at 717 W. 42nd Place in Los Angeles.
On December 31, 2019 we acquired Boabab Investments, LLC, and its real property asset located at 2115 Portland Avenue in Los Angeles.
On February 22, 2020 we acquired, through our subsidiary Trilosa Investments, LLC, and its real property asset located at 3906 Denker in Los Angeles.
On July 24, 2020, we acquired, through our subsidiary Lantana Investments, LLC, and its real property asset located at 3408 Budlong Avenue in Los Angeles.
On November 8, 2020, we acquired, through our subsidiary Kapok Investments, LLC, and its real property asset located at 3912 S. Hill Street in Los Angeles.
On February 1, 2021, we acquired, through our subsidiary Trilosa Investments, LLC, and its real property asset located at 4009 Brighton Avenue in Los Angeles.
On June 18, 2021, we acquired, through our subsidiary Investments, LLC, and its real property asset located at 3909 Denker Avenue in Los Angeles.
On July 22, 2021, we acquired, through our subsidiary Sunza Investments, LLC, and its real property asset located at 4021 Halldale Avenue in Los Angeles.
On August 9, 2021, we acquired, through its subsidiary, Zinnia Investments, LLC, and its real property asset located at 1284 W. 38th Street in Los Angeles.
On September 20, 2021, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 4505 Orchard Avenue in Los Angeles.
On October 6, 2021, we acquired, through our subsidiary Lantana Investments, LLC, and its real property asset located at 3777 Ruthelen Street in Los Angeles.
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On January 7, 2022, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 3791 S. Normandie Avenue in Los Angeles.
On January 20, 2022, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 2029 W. 41st Place in Los Angeles.
On March 2, 2022, we acquired, through its subsidiary, Trilosa Investments, LLC, and its real property asset located at 4517 Orchard Avenue in Los Angeles.
On March 25, 2022, we acquired, through its subsidiary, Mopane Investments, LLC, and its real property asset located at 1733 W. 37th Street in Los Angeles.
Real Estate Consulting:
Market Opportunity
We believe the real estate consulting and advisory industries are sectors of the U.S. economy, which have seen increased activity since interest rates are at their current higher levels, requiring investors to be selective in their decisions, creating potential for a public company focused on evaluating real estate opportunities. We continue to focus on residential rental real estate and development.
Historically, the U.S. real estate industry has tended to be cyclical. The real estate market experienced a significant downturn from the 2007 peak to a trough in 2009, representing the most severe downturn in property sales since at least 1990. Since 2009, real estate sales for transactions of $1 million and above have increased by 97% and dollar volume has increased by 235%. The Los Angeles housing market forecast for the 3 years ending in 2025 is positive according to CAR.com which estimates that the rising housing market prices in Los Angeles is 6 % annually during this period. If the Housing Market forecast is correct, home values will be higher at the end of 2025 than at the end of 2023. This upturn has been, and we believe will continue to be, primarily driven by low inventory, and Los Angeles ongoing as a place to live.
Availability, Rent Pricing and Cost of Financing. The availability and cost of debt financing is challenging but creates opportunities to acquire assets at reasonable prices. Rental prices continue to rise matching inflation at minimum and this allows for stronger returns, even with higher interest rates.
We believe this is an underserved market segment and intend to offer our consulting services to private clients. Competition will come from brokerage firms, consulting departments of accounting and consulting firms and other real estate advisory firms.
Our Business Strategy – Consulting
| ● | We intend to provide consulting and advisory services to our clients for fee-based compensation. We will negotiate our fees on a case-by-case basis and intend to offer hourly rates and flat fees for our services We intend to help provide our clients with research and analysis to minimize their time to evaluate properties. We believe that our services will reduce time, costs and accelerate the time to enable the client to purchase or lease real estate without the pressure of commission sales professionals. | |
| ● | Apply a structured consulting and asset management process to our clients. Web-based technology is becoming increasingly capital-efficient, and our model is optimized to leverage this trend using the Internet and various online research tools. |
We will provide a variety of services to client companies, including the following:
| ● | Analysis of current trends and transactions; | |
| ● | Consulting on structure and financing including corporate formation services; | |
| ● | Investment analysis of properties; | |
| ● | Marketing, branding and public relations with respect to leasing and branding; | |
| ● | Formulating operating strategies for the properties; | |
| ● | Formulating other strategies designed to maximize property values, including tenant analysis; | |
| ● | Relocation services; | |
| ● | Introductions to potential joint venture partners; and | |
| ● | Assisting in financial modeling. |
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We believe that the services we offer to our future clients will be quality, value added services that will enable long term success for them and us.
We intend to derive income from our clients for the performance of these services. We also intend to acquire and operate additional residential rental properties and derive income from management fees and operating income.
Financing Strategy
Our ability to increase our revenues and market our services will be dependent on additional outside financing,
and reinvesting our profits. Primary responsibility for the overall planning and management of our services will rest with our management.
For each service, we plan to offer, management will need to assess the market and our needs to offer such consulting or advisory services
at cost-effective prices to real estate investors and users. All decisions will be subject to budgetary restrictions and our business
control. We cannot provide any guarantee that we will be able to ever offer services on cost-effect terms.
Competition
The real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies, many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a few large, dominant organizations performing this service.
Competition for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses like us, with the intention of upgrading them and renting them to these corporate tenants.
The major competitive factors in our business are our ability to compete effectively in providing students and corporations, quality housing at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we compete effectively in these areas.
Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and they may compete more effectively than we can. If our competitors offer services at lower prices than we do, we may have to lower the prices we charge, which will adversely affect our results of operations. Furthermore, many of our competitors can obtain more experienced employees than we can.
Real Estate Acquisitions/ Business Acquisitions:
Market Opportunity
We acquire student housing properties that are adjacent to the USC campus and other high-end universities which offer recession proof stability and top of the market value on rents.
Off Campus Student Housing began in the mid 1990’s as an infancy industry with high growth potential, with many real estate investors capitalizing on the premium rents and lack of housing on university campuses.
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Why Student Housing is Growing:
| ◌ | Stable and Rising College Enrollment | |
| ◌ | Demand Exceeds Supply | |
| ◌ | Students Desire Homelike Amenities | |
| ◌ | Lower Off-Campus Housing Costs | |
| ◌ | Capital Constraints on Universities | |
| ◌ | Recession Proof Industry | |
| ◌ | Premium Market Rents Year-Round |
USC Students are using the four Metro Stations in walking distance of USC Campus to access Downtown Los Angeles, including Staples Center, LA Live, Nightlife Clubs and Bars, Entertainment Centers, Shopping Opportunities.
Average monthly rents of a unit in the USC area rose from approximately $750 in 2005 to $1,900 in 2023 and student enrollment at USC has grown from 32,000 in 2005 to 49,500 in 2022-23, with 28,500 being graduate students.
There are also opportunities to develop multi-family properties within walking distance of the newly constructed Los Angeles Metro/subway stations, taking advantage of upside density, zoning changes, and higher rents.
| ● | In addition to on-demand car service availability, tenants benefit by being near the LA Metro/subway stations, eliminating the need and costs for personal vehicles and parking. | |
| ● | Development opportunities will increase as the City encourages more density around the LA Metro/subway systems to help minimize vehicle congestion and pollution levels. | |
| ● | Increased rents and development opportunities will result in higher values and a greater return on investment. | |
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Acquisitions of profitable high growth businesses in the industries of Business Services (Property Management, Clean Tech (Green), Healthcare Services, I.T./Cloud) and e-Commerce (B2B, B2C) operating in Southern California. |
In addition to investing in real estate, we intend to diversify our investment portfolio and expand our revenue sources to include the acquisitions of profitable high growth businesses to increase our cash flow, including Property Management, CleanTech (Green), Healthcare, Intelligent Technology/Cloud, and e-Commerce (B2B, B2C).
Our Business Strategy
| ● | Seek out and acquire Real Estate which management believes has limited downside risk, is recession proof, and is in the path of growth to facilitate high rental income upside and equity appreciation. | |
| ● | Purchase single family and multi-family properties and portfolios, either at discounted prices or which require cosmetic renovations, to maximize cash flow and equity appreciation in the shortest possible time. | |
| ● | Undertake development projects that involve material construction and/or renovations to realize the highest and best use upside value with significant long term investment returns. | |
| ● | Acquire business opportunities that bring in high cash flow, with low risk, that expands our portfolio, offset our current and expanding operating costs, and allow us to grow our real estate acquisition division. | |
| ● | Focus on below-market or other non-listed opportunities | |
| ● | Our goal is to acquire 5 properties over the next 12 months |
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Financing Strategy
Our ability to increase our revenues, net profit and cash flow will be dependent on our ability to acquire more properties, additional bank and outside financing, advances from our majority shareholder and reinvesting our profits. Primary responsibility for the overall planning and management of our services will rest with our management. For each acquisition, management will need to assess the market and the ability to make a profit from rental income less expenses and cost of capital of the potential acquisitions.
Competition
The real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies, many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a small number of large, dominant organizations that perform this service.
Competition for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses, similar to us, with the intention of upgrading them and renting them to these corporate tenants.
The major competitive factors in our business are our ability to compete effectively in providing students, quality housing at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we will compete effectively in these areas.
Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and if our competitors offer services at lower rental prices, we may have to lower the prices we charge, which will adversely affect our results of operations. But the demand for single family residential tenancy is high and we believe prices for house rentals will continue to increase.
Intellectual Property Rights
We do not currently have any intellectual property rights.
Our Website
Our website is located at www.hubilu.com and it provides a description of our company, our services, our mission statement, along with our contact information including our address, telephone number and e-mail address.
Dependence on Customers
We are pursuing a real estate acquisition strategy as well as seeking new customers.
Trademarks and Patents
We do not have any registered trademarks or patents.
Need for any Government Approval of Principal Services
We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. Sales of the services we intend to provide to customers may be subject to U.S. and local government regulations.
Research and Development
We have not spent any money on research and development activities.
Employees
Presently, we do not have any employees other than our directors who devote their time as needed to our business and expect to devote 40 hours per week.
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Summary
We have and continue to provide consulting services for several clients and are now seeking real estate acquisitions to complement our 24 existing properties. We anticipate that our revenues will increase as we secure additional clients and acquire properties in the next twelve months.
The closing of these contemplated transactions is subject to due diligence clear title. We believe that our revenues will cover our operating costs over the next 12 months; however, our majority shareholder has agreed to advance us necessary working capital, if necessary. We currently have directors. These individuals allocate time and personal resources to us and devote approximately 40 hours each, per week to us.
As of the date of this Report, we have 26,237,125 shares of $0.001 par value common stock issued and outstanding, which is owned by 57 shareholders. We have 520,400 shares of our Series 1 convertible preferred stock issued and outstanding as of December 31, 2023, which is held by 9 shareholders. The aggregate market value of our common stock based on the most recent price quoted on the OTC Markets of $0.06 per share is $1,574,228. Our accumulated deficit as of December 31, 2023 is $2,120,903.
Item 1A. Risk Factors
We are subject to those financial risks generally associated with startup enterprises. Since we have sustained losses since Date of Incorporation, we will require financing to fund our development activities and to support our operations and will independently seek additional financing. However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the entertainment industry.
RISKS ASSOCIATED WITH OUR COMPANY AND INDUSTRY
Since we are a real estate consulting and acquisitions company, we have just begun to generate revenues and lack an established operating history, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans.
Although we have revenues from the rental properties owned by our subsidiaries, we have an accumulated deficit of $2,120,903. Such prospects must be considered given the substantial risks, expenses and difficulties encountered by new entrants into the real estate consulting industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon several factors, including our ability to secure clients and acquire profitable real estate properties. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with our business. Further, we cannot guarantee that we will be successful in increasing our revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.
As a public company, we must comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business that would result in our being unable to continue as a going concern.
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Our financial statements for the year ended December 31, 2023, disclose that we can continue as a going concern. However, if necessary, our directors may be unable or unwilling to loan or advance us any funds.
Our future is dependent upon our ability to obtain financing and upon future profitable operations from our consulting services. We plan to seek additional funds through private placements of our common or preferred stock. Private placements of our common or preferred stock may involve substantial dilution to our existing shareholders. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.
Our directors have limited experience in the real estate consulting industry, which could prevent us from successfully obtaining clients for the Consulting part of our business plan and impede our ability to earn Consulting revenue.
Our directors have experience in the real estate industry but limited experience in the consulting sector. While our president has been an agent, broker, property manager and principal, he has limited experience in real estate consulting to third parties. Our management’s lack of experience could hinder their ability to successfully consult on real estate projects that will result in clients retaining our services. It is likely that our management’s inexperience with real estate consulting will hinder our ability to earn revenue. Each potential investor must carefully consider the lack of experience of our officers and directors before purchasing our common stock.
Our directors have limited experience in operating a public company, which could prevent us from successfully implementing our business plan and impede our ability to earn revenue.
Our directors have limited experience in operating a public company. While they have experience in operating companies, their limited experience in operating a public company could hinder their ability to successfully comply with the reporting and other requirements imposed on public companies. It is likely that our management’s limited experience with operating a public company will hinder our ability to earn revenue and comply with various reporting requirements. Each potential investor must carefully consider the lack of experience of our officer and director before purchasing our common stock.
Key management personnel may leave us, which could adversely affect our ability to continue operations.
We are entirely dependent on the efforts of David Behrend, our president, chief executive officer as well as our second director. The loss of our directors, or of other key personnel hired in the future, could have a material adverse effect on the business and its prospects. There is currently no employment contract by and between any director and us.
Also there is no guarantee that replacement personnel, if any, will help us to operate profitably. They have been and continue to expect to be able to commit approximately 40 hours per week of their time to the development of our business plan in the next six months. If management is required to spend additional time on other employment, they may not have sufficient time to devote to us and we would be unable to develop our business plan resulting in the business failure.
If we are unable to obtain additional funding our business operation will be harmed, and if we do obtain additional funding, our then existing shareholders may suffer substantial dilution.
We have limited financial resources. As of December 31, 2023, we had $24,564 of cash on hand and total assets of $16,835,820. If we are unable to develop our business or secure additional funds our business would fail, and our shares may be worthless. We may seek to obtain debt financing as well. There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness, or that we will not default on our debt obligations, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs, or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our business plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.
In the future, we may seek additional financing through the sale of our common or preferred stock resulting in dilution to existing shareholders.
The most likely source of future financing presently available to us is through the sale of shares of our common or preferred stock. Any sale of common or preferred stock will result in dilution of equity ownership to existing shareholders. This means that, if we sell shares of our common or preferred stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding, which will result in a reduction in the value of an existing shareholder’s interest. To raise additional capital, we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
We cannot guarantee we will be successful in generating revenue in the future or be successful in raising funds through the sale of shares to pay for our business plan and expenditures. Failure to generate additional revenue may cause us to go out of business, which may result in the complete loss of your investment.
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Competition in the real estate consulting industry is strong.
The marketplace in which we compete is intensely competitive and subject to rapid change. Our competitors include well-established enterprises. Some of these competitors are based globally. We anticipate that we will face additional competition from new entrants that may offer significant performance, price, creative or other advantages over those offered by us. Many of these competitors have greater name recognition and resources than us.
Additionally, potential competitors with established market shares and greater financial resources may introduce competing projects. Thus, there can be no assurance that we will be able to compete successfully in the future or that competition will not have a material adverse effect on our operations. Increased competition could result in lower than expected operating margins or loss of the ability to engage distributors of their productions, either of which would materially and adversely affect our business, results of operation and financial condition.
We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues and profitability.
The real estate consulting industry is subject to extensive and complex federal and state laws and regulations related to safety, conduct of operations, and payment for services. If we fail to comply with the laws and regulations that are directly applicable to our business, we could suffer civil and/or criminal penalties or be subject to injunctions and delays in production schedules orders.
Federal and state governments may regulate certain aspects of the real estate industry. Our ability to cost effectively market our services as they related to real estate projects could be affected by such regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition.
Our directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented.
To resolve such potential conflicts of interest, our directors have agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.
We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
Since the effective date of our registration statement, we are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. To comply with these requirements, our independent registered public accounting firm must review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel should review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted now because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined now and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or our directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
We have two directors. We have not established board committees comprised of independent members to oversee functions like compensation or audit issues. We do not have an audit or compensation committee comprised of independent directors. Our directors performs these functions.
Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our directors’ decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.
If our real estate property prices and rents begin to fall, or we do not generate revenues from tenant rentals to cover our property expenses, our business would fail.
Real estate projects involve substantial risks, because it requires that we spend significant funds based entirely on our preliminary evaluation of rental income from potential tenants. It is impossible to predict the success of any project. The ability of a real estate project to be commercially successful can depend upon a variety of unpredictable factors, including:
| ● | Tenants or investors taste, which is always subject to change; | |
| ● | The quantity and popularity of other real estate projects in the vicinity; | |
| ● | The competition for real estate and rental units |
We will rely upon consultants for web-further enhancement and maintenance of our website and the consultant may not maintain it in a manner that is necessary to promote and recruit personnel and potential clients effectively.
We have developed a website that will help us attract personnel and clients. It is a basic website to located at www.hubilu.com. We intend to use the website as a promotional and recruiting tool for potential clients as well as a tool for soliciting projects to consult on with real estate owners. We intend to constantly monitor and make improvements to our website. If we do not further develop our website, we may not be able to adequately access clients or projects to develop consulting revenues.
RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES
Investors may lose their entire investment if we fail to implement our business plan.
As a real estate consulting and acquisition company that commenced operations in June 2015, and we expect to face substantial risks, uncertainties, expenses and difficulties. We were formed on March 2, 2015. We have a limited demonstrable operations record, on which you can evaluate our business and prospects. As of the date of this Annual Report on Form 10K, our operations have been devoted to implementing our business plan, acquiring 24 properties, and looking for investment opportunities whereby we can acquire real property and operate it. We cannot guarantee that we will be successful in accomplishing our objectives. In addition, our lack of operating capital could negatively impact the value of our common shares and could result in the loss of your entire investment.
Participation is subject to risks of investing in micro capitalization companies.
Micro capitalization companies generally have limited product lines, markets, market shares and financial resources. The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies. Micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.
There has not been any established trading market for our common stock, and there is currently a limited public market for our securities. Our shares are quoted on the OTC Pink. There can be no assurances as to whether:
| (i) | any market for our shares will develop; | |
| (ii) | the prices at which our common stock will trade; or | |
| (iii) | the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors. |
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In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.
Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock would be subject to the penny stock restrictions.
The trading of our securities will be in the over-the-counter market, which is commonly referred to as the OTC Markets. Thus, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.
Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be a penny stock for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.
For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. To approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to evaluate the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
| ● | the basis on which the broker or dealer made the suitability determination, and | |
| ● | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Disclosure also must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares probably will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.
Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
| ● | Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; | |
| ● | Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; | |
| ● | “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons; |
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| ● | Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and | |
| ● | Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
There is currently a limited public market for our common stock, and there can be no assurance that any established public market would develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.
Because insiders control our activities, they may cause us to act in a manner that is most beneficial to them and not to outside shareholders, which could cause us not to take actions that outside investors might view favorably, and which could prevent or delay a change in control.
David Behrend, our chairman, chief executive officer and president, controls Jacaranda3 Investments, Inc., which owns 25,000,000 common shares representing 95% of the outstanding common stock. Jacaranda3 Investments, Inc., purchased the common stock from Jacaranda Investments, Inc. on January 3, 2021. Thus, it effectively controls all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. This insider also can delay or perhaps even block, by its ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
Our directors have authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of us.
Our Certificate of Incorporation at Article Ten provides for indemnification as follows: “No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Tenth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.”
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
Except for the 235,000 shares that were registered pursuant to our registration statement, 359,500 shares that had the restrictive legend removed under Rule 144 and 254,265 shares held by Jacaranda3 Investments, Inc., that had the restrictive legend removed under Rule 144, the remaining outstanding shares of common stock (25,103,360 shares are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares more than 1% of the Company’s outstanding common stock every three months. Because of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the prescribed period. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our sole director will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. We pay a 5% dividend on our Series 1 convertible preferred stock, which is paid in kind.
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The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, because of Sarbanes-Oxley, requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.
Because our sole director is not an independent director, we do not currently have independent audit or compensation committees. Thus, this sole director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management because of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles.
You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.
As of the effective date of our registration statement, October 27, 2015, we became subject to certain informational requirements of the Exchange Act, as amended and we are required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A. We filed a Form 8A. However, we will not be required to furnish proxy statements to security holders and our director, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.
We will incur ongoing costs and expenses for SEC reporting and compliance; without revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
To be eligible for quotation on the OTC Markets, we must remain current in our filings with the SEC. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC Markets that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. For us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
For all the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
We periodically assess risks from cybersecurity threats, and monitor our information systems for potential vulnerabilities. However, to date, given the small size of our company and the nature of our operations, our reliance on information systems has been limited to the use of standard off-the-shelf software (such as Google, QuickBooks and Microsoft Office) and the use by our employees of standard personal computers. Accordingly, management has not implemented any formal process for assessing, identifying, and managing risks from cybersecurity threats.
Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition. We discuss how cybersecurity incidents could materially affect us in our risk factor disclosures in Item 1A of this Annual Report on Form 10-K.
Governance
As discussed above, given the nature of our current operations and our experience to date, we do not currently perceive cybersecurity as a particularly significant risk to our business. Accordingly, we have not tasked our Director with any additional cybersecurity oversight duties, or designated any committee of the Board of Directors to specifically oversee cybersecurity risks to our business.
Item 2. Properties
We currently own 9 limited liability companies, which each own a residential rental property, except for Sunza Investments, LLC which owns 3 properties, Zinnia Investments, LLC which owns 3 properties, Akebia Investments, LLC which owns 1 property, Elata Investments, LLC which owns 3 properties, Trilosa Investments, LLC which owns 3 properties, Lantana Investments, LLC which owns 3 properties, Kapok Investments, LLC which owns 2 properties, Baobabab Investments, LLC, which owns 2 properties and Mopane Investments, LLC which owns 1 property. All properties are located in Los Angeles, California. The first property is a residential rental located on a 4,373 square foot lot and consists of 9 rooms. The second property is a residential rental located on a 4,320 square foot lot and consists of 8 single units and one 2 bedroom unit. The third is a 1,674 square foot residential rental located on 3,582 square foot lot and consists of 6 rooms. The fourth is a 1,527 square foot residential rental located on a 5,396 square foot lot and consists of 8 rooms. The fifth is a 1,280 square foot residential rental located on a 2,924 square foot lot and consists of 7 rooms. The sixth is a 1,066 square foot residential rental located on a 5,240 square foot lot and consists of 5 rooms. The seventh is a residential rental located on a 6,691 square foot lot and consists of 9 rooms. The eighth is a residential rental located on a 5,440 square foot lot and consists of 6 rooms. The ninth is a residential rental located on a 6,220 square foot lot and consists of 10 rooms. The tenth is a residential rental located on a 4,800 square foot lot and consists of 7 bedrooms. The eleventh is a residential rental located on a 6,234 square foot lot and consists of 5 bedrooms. The twelfth residential rental is located on a 4,137 square foot lot and consists of 6 bedrooms. The thirteenth residential rental is located on a 3,067 square foot lot and consists of 5 bedrooms. The fourteenth residential rental is located on a 7,500 square foot lot and consists of 8 bedrooms. The fifteenth residential rental is located on 4,137 square foot lot and consists of 6 bedrooms. The sixteenth residential rental is located on a 6,700 square foot lot and consists of 9 bedrooms. The seventeenth residential rental is located on a 3,091 square foot lot and consists of 7 bedrooms. The eighteenth residential rental is located on a 3,560 square foot lot and consists of 7 bedrooms. The nineteenth residential rental is located on a 3,364 square foot lot and consists of 6 bedrooms. Twentieth residential rental is located on a 2,517 square foot lot and consists of 7 Bedrooms. Twenty first residential rental is located on a 5,501 square foot lot and consists of 8 bedrooms. Twenty second residential rental is located on 3,640 square foot lot and consists of 5 bedrooms. Twenty third residential rental is located on 3,841 square foot lot and consists of 5 bedrooms.
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From April 2015 to February 2016, our executive, administrative and operating offices were located at 9777 Wilshire Boulevard, Suite 804, Beverly Hills, CA 90212. We did not have a written lease with the landlord and an unrelated third party provided us with space, on a month-to-month basis, for no cost. On March 4, 2016, we executed a written lease for 750 square feet of space for $2,200 per month. Jacaranda Investments, Inc., advanced us the first month prorated rent of $1,703 and $6,600 for the landlord’s security deposit. Our current lease, which changed on June 1, 2020, is now 375 square feet of space on a month-to-month basis and is $1,395 per month.
Item 3. Legal Proceedings
We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. None of our officers or director is a party to any legal proceeding or litigation. None of our officers or director has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock is quoted on the OTC Pink under the symbol “HBUV.” For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Fiscal Quarter | Fiscal 2023 | |||||||
| High | Low | |||||||
| First Quarter Ended March 31 | $ | 0.21 | $ | 0.21 | ||||
| Second Quarter Ended June 30 | $ | 0.21 | $ | 0.21 | ||||
| Third Quarter Ended September 30 | $ | 0.99 | $ | 0.06 | ||||
| Fourth Quarter Ended December 31 | $ | 0.06 | $ | 0.06 | ||||
We have 520,400 shares of our Series 1 convertible preferred stock that is convertible into shares of our common stock. The conversion provisions are discussed in our footnotes to our financial statements. In general, under Rule 144, a holder of restricted common shares who is an affiliate at the time of the sale or any time during the three months preceding the sale can resell shares, subject to the restrictions described below.
If we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.
The number of shares sold by such person within any three-month period cannot exceed the greater of:
| ● | 1% of the total number of our common shares then outstanding; or | |
| ● | The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on a recognized exchange. |
Conditions relating to the manner of sale, notice requirements (filing of Form 144 with the SEC) and the availability of public information about us must also be satisfied.
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A total of 26,237,125 of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 registration statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company can only be resold in reliance on Rule 144 if the following conditions are met:
| 1. | the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; | |
| 2. | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; | |
| 3. | the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and | |
| 4. | at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
We do not believe we are classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act.
Current Public Information
In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:
| ● | If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports). | |
| ● | If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available. |
However, no assurance can be given as to:
| ● | the likelihood of a market for our common shares developing, | |
| ● | the liquidity of any such market, | |
| ● | the ability of the shareholders to sell the shares, or | |
| ● | the prices that shareholders may obtain for any of the shares. |
No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.
Common Stock Currently Outstanding
As of December 31, 2023, we have 26,237,125 shares of our common stock outstanding.
Series 1 Preferred Stock Currently Outstanding
As of December 31, 2023 and 2022, we have 520,400 shares of our Series 1 convertible preferred stock outstanding.
Holders
As of the date of this Report, we had 57 stockholders of record of our common stock and 9 stockholders of record on our Series 1 convertible preferred stock.
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Dividends
We have not declared any cash dividends on our common stock since our Date of Incorporation and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Director deems relevant.
The holders of our Series 1 convertible preferred stock are entitled to a 5% paid-in-kind dividend on their shares.
Transfer Agent
Globex Stock Transfer, LLC, is our independent stock transfer agent.
None.
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.
Change – 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, if and when declared by the Board of Directors, dividends at the rate of $0.05 per share per annum, in kind, which shall accrue quarterly. Such dividends are cumulative. No such dividends have been declared to date. In addition, the holders of the Preferred Stock are entitled to receive a dividend, in kind equal, to any dividend paid on common stock, when and if declared by the board, on the basis of the number of common shares into which a share of Preferred Stock may be convertible.
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.
The Preferred Stock matured on September 30, 2019. We extended the conversion date to September 30, 2029.
Additional Information
Copies of our annual reports on Form 10−K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.
| 20 |
Item 6. [Reserved]
Not required under Regulation S-K for “smaller reporting companies.”
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
This Annual Report on Form 10−K contains forward-looking statements. Our actual results could differ materially from those set forth because of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this Report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Item 1 above.
The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying 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 financial statements.
In this Annual Report on Form 10-K, “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 as of December 31, 2023 and 2022 and our results of operations for the year ended December 31, 2023 and 2022. You should refer to the Financial Statements and related Notes in conjunction with this discussion.
Results of Operations
General
We are a startup enterprise that commenced operations on March 5, 2015, which, until June 2015, has been limited to organizational and business development activities. We are real estate advisory and consulting company that assists real estate investor professionals, as well as established companies, with advisory and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors and professionals in the early stage analysis of market opportunities and the evaluation of properties prior to them committing capital for the purchase or the leasing of real estate properties. We intend to focus our initial marketing efforts in the commercial markets; however, we will also look at residential and income producing markets. We intend to use the Internet as well as the services of independent sales consultants to market our services to investors and professionals in Southern California with our initial efforts focused in Beverly Hills and Los Angeles. We have had limited operations and have limited financial resources. Our auditors indicated in their report on our financial statements (the “Report”) that “the Company’s lack of business operations and early losses raise substantial doubt about our ability to continue as a going concern.” Our operations from March 2, 2015 (Date of Incorporation) to December 2023 were devoted primarily to development, operational activities, and acquisitions which included:
| 1. | Formation of the Company; | |
| 2. | Development of our business plan; | |
| 3. | Evaluating various target real estate professionals and investors to market our services; | |
| 4. | Research on marketing channels/strategies for our services; | |
| 5. | Secured our website domain www.hubilu.com and beginning the development of our initial online website; and | |
| 6. | Research on services and the pricing of our services. |
We intend to provide services to target investors and professionals with the mission to assist them in investment and property evaluation strategies and provide hands-on support to reduce evaluation time and resources and increase the speed for them to determine whether to proceed with a real estate lease or investment. Besides general property evaluation services, we intend to offer services to assist the principals with property development ideas and investment structure.
Our goal is to assist investors by providing them with the property opportunities, analysis and guidance to enhance their ability to purchase or lease real estate. We are not real estate brokers and do not intend to offer brokerage services. We intend to initially target businesses in Southern California.
| 21 |
Critical Accounting Policy and Estimates
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form 10-K.
The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2023 and 2022, respectively together with notes thereto, which are included in this Annual Report on Form 10-K.
Results of Operations for the Year Ended December 31, 2023, compared to the year ended December 31, 2022
Revenues. Our rental revenues increased to $1,885,985 for the year ended December 31, 2023, compared to $1,579,682 for the comparable period in 2022, an increase of $306,303, or 19%. The increase was due to a change in City of Los Angeles rent control laws which allowed a stronger rental collection.
Operating expenses. Operating expenses increased to $1,142,038 for the year ended December 31, 2023, compared to $752,503 for the comparable period in 2022, an increase of $389,535, or 52%. Operating expenses are comprised of general and administrative expenses, consulting fees, depreciation, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filing fees and utilities. The components of operating expenses are discussed below. Operating increased primarily due to increased repairs and maintenance on properties in the current year.
| 22 |
Salaries and benefits decreased to $69,100 for the year ended December 31, 2023, compared to $79,175 for the comparable period in 2022, a decrease of $10,075, or 13%. Salaries and benefits decreased due to reduced time spent on activities by our vice president who is our only compensated employee.
Utilities decreased $18,733 to $47,624 for the year ended December 31, 2023, compared to $66,357 for the comparable period in 2022.
Professional fees increased to $91,171 for the year ended December 31, 2023, compared to $61,916 for the comparable period in 2022, an increase of $29,255, or 47%. Professional fees consisted of legal fees and accounting fees, which increased primarily due to increased legal fees incurred during the current year.
Property taxes decreased to $191,018 for the year ended December 31, 2023, compared to $198,038 for the comparable period in 2022, a decrease of $7,020, or 4%. Property taxes decreased primarily due to less supplemental taxes.
General and administrative expenses increased to $944,279 for the year ended December 31, 2023, compared to $543,892 for the comparable period in 2022, an increase of $400,387, or 74%. General and administrative expenses increased primarily due to increased repairs and maintenance on properties in the current year.
Depreciation decreased to $197,759 for the year ended December 31, 2023, compared to $208,611 for the comparable period in 2022, a decrease of $10,852, or 5%. Depreciation decreased primarily due to some of our assets reaching the end of their depreciable useful lives.
Net Loss. Our net loss increased to $275,332 for the year ended December 31, 2023, compared to a net loss of $146,705 for the comparable period in 2022, an increase of $128,627, or 88%. Our net loss increased primarily due to increased repairs and maintenance on properties and increased interest expense incurred in the current year.
Liquidity and Capital Resources.
Since 2015, Jacaranda Investments, Inc., provided us with $492,500 in related party advances. We have not been advanced any more money since 2018. Jacaranda Investments, Inc. has agreed not to seek repayment of its advances until we are financially able to repay them. In 2021, $18,229 was repaid to Jacaranda Investments, Inc. leaving the balance at $474,271.
Our total assets are $16,835,820 as of December 31, 2023, consisting of $11,800,304 in real estate, building and capital improvements of $5,458,695, $296,463 in property acquisition and financing, net of $762,406 in depreciation, $24,564 in cash and $6,600 in security deposits.
Our total liabilities are $18,018,592 and $18,087,019 as of December 31, 2023 and 2022, respectively.
Our total stockholders’ deficit is $1,182,772, including an accumulated deficit of $2,120,903, for the year ended December 31, 2023.
Our net cash provided by operations was $110,233 for the year ended December 31, 2023.
We had no investing activities during the year ended December 31, 2023.
We had $177,737 in cash used in financing activities for the year ended December 31, 2023.
As of December 31, 2023, we had negative working capital of $1,757,690. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from rental income, common stock sales, and debt financing. As of December 31, 2023, we had cash of $24,564, total liabilities of $18,018,592, and an accumulated deficit of $2,120,903. As of December 31, 2022, we had cash of $92,068, total liabilities of $18,087,019, and an accumulated deficit of $1,845,571.
Satisfaction of our Cash Obligations for the Next 12 Months
We do not now have funds sufficient for pursuing our plan of operation, but we are in the process of trying to increase rents to finance our operations through rental cash flow. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from rental income, we may be limited in our ability to pursue our business plan. Moreover, if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.
| 23 |
The Company had no formal long-term lines or credit or other bank financing arrangements as of December 31, 2023 or 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.
Affiliate
Our CEO was, prior to 2018, an officer of Belladona Lily Investments, Inc. Belladonna’s association with Hubilu is, and always has been, solely as a lender.
Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of rental income. Sales to one customer accounted for 63% of consolidated sales for the year ended December 31, 2023.
Income Tax Expense (Benefit)
The Company has a prospective income tax benefit resulting from a net operating loss carry forward that may offset any future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations over the past quarter.
Plan of Operation
We were incorporated in the State of Delaware on March 2, 2015. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a real estate consulting and acquisition company that has just begun to generate revenues through our real estate acquisitions. If we are unable to successfully continue to find customers who will engage us to provide real estate consulting services or in acquiring cash flow positive properties, we will be dependent on related party advances or the sale of securities for our working capital.
Our business strategy is to market our website (www.hubilu.com) whereby potential real estate users and investors will be able to review our consulting services and engage us. We will develop our presence on various e-commerce sites focused on the real estate, consulting and advisory industries as well as on mainstream sites such as Facebook, Twitter, and LinkedIn. We are also focusing on expanding our referral network by targeting other advisors such as lawyers, accountants, insurance agents, financial planners and other service professionals.
The number of companies which we will be able to provide services to will depend upon the success of our marketing efforts through our website and our referral network.
Our business is advising and consulting with real estate users and investors by providing consulting services to support to their leasing or acquisition strategies. We intend to advise them on their capital formation, consulting with jurisdictional issues, property taxes, zoning, corporate structure, administrative functions, such as bookkeeping, accounting, regulatory compliance and reporting, valuation and other administrative tasks that real estate users and investors may not be familiar with or desire to operate internally.
| 24 |
We intend to work collaboratively with real estate users and investors, as well as their existing advisors, to assist them in the proper structure around proposed leases, development or acquisitions. We believe that by providing guidance and support to our potential clients and assisting them in structuring their leases, developments or acquisitions we believe we will enable them to achieve increased returns. We intend to partner and work with professional and technical advisors that have knowledge and expertise in real estate investors. To the extent that our potential clients request our assistance in seeking capital or accessing the capital markets, we intend to introduce them to the appropriate advisors who have the requisite expertise in the various areas that may require such expertise.
Our founder has access to strategic relationships with real estate investors, financial firms, investment bankers, brokers, individual and institutional investors as well as accountants and attorneys. Our founder has invested his capital in the real estate markets and has experience with real estate investing and management. We believe that a properly structured real estate transaction eases the ability to attract the equity capital from investors thereby allowing the necessary capital to develop or acquire the properties.
Our business is focused on acquiring vacant residential income properties that we rehabilitate and rent at student housing market values while simultaneously consulting and advising with real estate investors, professionals, and companies, We believe that this model of student housing acquisitions and consulting with investors will generate positive cash flow in growing the company, which will increase the evaluation of our stock, creating value for our investors and also obtaining client loyalty. The following are key elements of our strategy:
Acquisition process has a strategic methodology when acquiring and calculating cost in not only purchasing but in rehab and the value in renting out to students near the USC campus and expanding LA Metro/subway stations. This allows favorable returns.
Recent Accounting Pronouncement
In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected the effective date method for the transition. The Company elected the following practical expedients:
| ● | Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated. |
| ● | Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months. |
Lessor Accounting
The accounting for lessors under the new standard remained relatively unchanged with a few targeted updates impacting the Company, which included: (i) narrower definition of initial direct costs that requires certain costs to be expensed rather than capitalized, and (ii) provisions for uncollectible rents to be recorded as a reduction in revenue rather than as bad debt expense.
Lessee Accounting
The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. There was no impact on the Company’s financial statements on the adoption of Topic 842 given that its office lease does not exceed 12 months in duration.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
Item 8. Financial Statements and Supplementary Data
Our audited financial statements are set forth in this Annual Report beginning on page F-1.
| 25 |
HUBILU VENTURE CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023 AND 2022
INDEX TO FINANCIAL STATEMENTS
| 26 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Hubilu Venture Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hubilu Venture Corporation (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
As discussed in Note 2 to the financial statements, the Company had a going concern due to a continual net loss, stockholders’ deficiency and cash used in operations.
Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
| /s/
|
|
| We have served as the Company’s auditor since 2019. | |
| April 16, 2024 |
| F-1 |
HUBILU VENTURE CORPORATION
CONSOLIDATED BALANCE SHEETS
| December 31, 2023 | December 31, 2022 | |||||||
| ASSETS | (Revised) | |||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment: | ||||||||
| Land | ||||||||
| Building and capital improvements | ||||||||
| Property acquisition and financing | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, 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, current maturities | ||||||||
| Dividends payable | ||||||||
| Total current liabilities | ||||||||
| Mortgages payable, related parties | ||||||||
| Mortgages payable | ||||||||
| Preferred shares 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) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
HUBILU VENTURE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| (Revised) | ||||||||
| Rental Income | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses: | ||||||||
| Salaries and benefits | ||||||||
| Utilities | ||||||||
| Professional fees | ||||||||
| Property taxes | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Net operating income | ||||||||
| Other income (expense): | ||||||||
| Other income | ||||||||
| Dividends expense | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
HUBILU VENTURE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Total | ||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, December 31, 2021 (Revised) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net loss (Revised) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2022 (Revised) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Beginning balance, value | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Net income (loss) | - | ( | ) | ( | ) | |||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
HUBILU VENTURE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 2023 | 2022 | |||||||
For the Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | (Revised) | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Imputed interest | ||||||||
| Cumulative preferred stock dividends payable | ||||||||
| 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 | ( | ) | ( | ) | ||||
| Proceeds received from the sale of preferred stock | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing transactions: | ||||||||
| Acquisitions of assets financed through debt | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
HUBILU VENTURE CORPORATION
Notes to the Consolidated Financial Statements
NOTE 1 – NATURE OF BUSINESS
Hubilu
Venture Corporation (“the Company”) was incorporated under the laws of the state of
NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and each of its wholly owned subsidiaries: Akebia Investments LLC, Zinnia Investments, LLC, Sunza Investments, LLC, Lantana Investments LLC, Elata Investments, LLC, Trilosa Investments, LLC, Kapok Investements, LLC, Boabab Investments, LLC, and Mopane Investments, LLC. All intercompany transactions have been eliminated on consolidation.
The
financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States
of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will
be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values
and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2023, the Company
had not yet achieved profitable operations, had an accumulated deficit of $
Correction of an Error
Accrued
interest, mortgages payable, related parties and mortgages payable were reported in error at December 31, 2022, as $
SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED BALANCE SHEET
Consolidated Balance Sheet
| As Originally | ||||||||||||
| Reported | As Revised | |||||||||||
| December 31, | Correction | December 31, | ||||||||||
| Line items for December 31, 2022 10-K affected by restatement: | 2022 | of Error | 2022 | |||||||||
| Accrued interest | $ | $ | $ | |||||||||
| Total current liabilities | ||||||||||||
| Mortgages payable, related parties | ||||||||||||
| Mortgages payable | ( | ) | ||||||||||
| Total liabilities | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total stockholders’ equity (deficit) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Consolidated Statements of Operations
SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF OPERATIONS
| As Originally | ||||||||||||
| Reported | As Revised | |||||||||||
| December 31, | Correction | December 31, | ||||||||||
| Line items for December 31, 2022 10-K affected by restatement: | 2022 | of Error | 2022 | |||||||||
| Other general and administrative expenses | $ | $ | ( | ) | $ | |||||||
| Total general and administrative expenses | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ||||||||||
| Net operating income | ||||||||||||
| Dividends expense | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| F-6 |
Consolidated Statements of Stockholders Equity (Deficit)
SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
| As Originally | ||||||||||||
| Reported | As Revised | |||||||||||
| December 31, | Correction | December 31, | ||||||||||
| Line items for December 31, 2022 10-K affected by restatement: | 2022 | of Error | 2022 | |||||||||
| Accumulated deficit, December 31, 2021 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net loss for the year ended December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||
| Accumulated deficit, December 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||
| Total stockholders’ equity (deficit), December 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||
| Total stockholders’ equity (deficit), December 31, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Consolidated Statements of Cash Flows
SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF CASH FLOWS
| As Originally | ||||||||||||
| Reported | As Revised | |||||||||||
| December 31, | Correction | December 31, | ||||||||||
| Line items for December 31, 2022 10-K affected by restatement : | 2022 | of Error | 2022 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Increase (decrease) in current liabilities: | ||||||||||||
| Accrued expenses | ||||||||||||
| Net cash provided by operating activities | ( | ) | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Repayments on mortgages payable | ( | ) | ( | ) | ||||||||
| Net cash provided by financing activities | $ | $ | $ | |||||||||
| Interest paid | $ | $ | $ | |||||||||
Going Concern
As
shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated
deficit of $
The 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. These 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with US GAAP which requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
Reclassifications
Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.
Segment Reporting
ASC 280, Segment Reporting, requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:
| - | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| - | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| - | Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. |
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
| F-7 |
Real Estate
Land,
buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful life
ranging generally from
The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and/or appraised values. When the Company acquires operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as in-place leases, assumed debt, if any, and to current assets and liabilities acquired, if any. The value allocated to in-place leases is amortized over the related lease term and reflected as rental income in the consolidated statements of operations.
When the Company acquires a property, it allocates the aggregate purchase price to tangible assets, consisting of land, building, site improvements and furniture, fixtures and equipment, and identifiable intangible assets component at the time of purchase. The Company follows the guidance as outlined in ASC 805-10, Business Combinations, as amended by ASU 2017-01. Most property acquisitions made by the Company will fall within the category of acquired assets rather than acquired businesses. This distinction will cause the Company to capitalize its costs for acquisitions, allocate them to the fair value of acquired assets and liabilities and amortize these costs over the remaining useful lives of those assets and liabilities. Should the Company complete any acquisitions in the future which qualify as acquisitions of businesses, associated acquisition costs would be expensed as incurred.
Asset Impairment
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to aggregate future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value. Management does not believe that the value of any of the Company’s real estate investments was impaired at December 31, 2023.
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. The Company has a significant concentration, consisting of
The Company’s basic loss per share are calculated by dividing its net loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive loss per share is calculated by dividing its net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of December 31, 2023 there were potentially dilutive shares outstanding.
Income Taxes
The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is applied against any deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Uncertain Tax Positions
In accordance with ASC 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited, and fully resolved. The Company has not yet undergone an examination by any taxing authorities.
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
| F-8 |
Recent Accounting Pronouncement
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. There are no new accounting pronouncements issued that were expected to have a material impact on the Company’s consolidated financial position or results of operations in the current or future periods.
NOTE 4 - 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.
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, 2023 and 2022:
SCHEDULE OF VALUATION OF FINANCIAL INSTRUMENTS AT FAIR VALUE ON A RECURRING BASIS
| Fair Value Measurements at December 31, 2023 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Due to related party | ||||||||||||
| Mortgages payable, related parties | ||||||||||||
| Mortgages payable | ||||||||||||
| Dividends payable | ||||||||||||
| Preferred shares payable | ||||||||||||
| Total liabilities | ||||||||||||
| Net Asset Liability | $ | $ | ( | ) | $ | ( | ) | |||||
| F-9 |
| Fair Value Measurements at December 31, 2022 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Due to related party | ||||||||||||
| Mortgages payable, related parties | ||||||||||||
| Mortgages payable | ||||||||||||
| Dividends payable | ||||||||||||
| Preferred shares payable | ||||||||||||
| Total liabilities | ||||||||||||
| Net Asset Liability | $ | $ | ( | ) | $ | ( | ) | |||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2023 and 2022.
Note 5 - AFFILIATE
Our CEO was, prior to 2018, an officer of Belladona Lily Investments, Inc. Belladonna’s association with Hubilu is, and always has been, solely as a lender.
NOTE 6 - INVESTMENTS IN REAL ESTATE - Related Party
The change in the real estate property investments for the years ended December 31, 2023 and 2022 is as follows:
SUMMARY OF CHANGES IN REAL ESTATE PROPERTY INVESTMENTS
| 2023 | 2022 | |||||||
| Balance, beginning of the year | $ | $ | ||||||
| Acquisitions: | ||||||||
| Real estate investment property, at cost | ||||||||
| Capital improvements | ||||||||
| Balance, end of the year | $ | $ | ||||||
The change in the accumulated depreciation for the years ended December 31, 2023 and 2022 is as follows:
SCHEDULE OF CHANGES IN ACCUMULATED DEPRECIATION
| 2023 | 2022 | |||||||
| Balance, beginning of the year | $ | $ | ||||||
| Depreciation charge for the period | ||||||||
| Balance, end of the year | $ | $ | ||||||
| F-10 |
The Company’s real estate investments as of December 31, 2023 is summarized as follows:
SCHEDULE OF REAL ESTATE INVESTMENT
| Property | Land | Building | Improvements | Depreciation | Encumbrances | Deposits | Costs | |||||||||||||||||||||
| Initial cost to the Company | Capital | Accumulated | Security | Closing | ||||||||||||||||||||||||
| Property | Land | Building | Improvements | Depreciation | Encumbrances | Deposits | Costs | |||||||||||||||||||||
| 3711 South Western Ave | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| 2909 South Catalina Street | ||||||||||||||||||||||||||||
| 3910 Wisconsin Ave | ||||||||||||||||||||||||||||
| 3910 Walton Ave | ||||||||||||||||||||||||||||
| 1557 West 29 Street | ||||||||||||||||||||||||||||
| 1267 West 38th | ||||||||||||||||||||||||||||
| 1618 West 38th | ||||||||||||||||||||||||||||
| 4016 Dalton Avenue | ||||||||||||||||||||||||||||
| 1981 West Estrella Avenue | ||||||||||||||||||||||||||||
| 2115 Portland Street | ||||||||||||||||||||||||||||
| 717 West 42nd Place | ||||||||||||||||||||||||||||
| 3906 Denker | ||||||||||||||||||||||||||||
| 3408 S. Budlong Street | ||||||||||||||||||||||||||||
| 3912 S. Hill Street | ||||||||||||||||||||||||||||
| 4009 Brighton Avenue | ||||||||||||||||||||||||||||
| 3908 Denker Avenue | ||||||||||||||||||||||||||||
| 4021 Halldale | ||||||||||||||||||||||||||||
| 1284 W. 38th Street | ||||||||||||||||||||||||||||
| 4505 Orchard Avenue | ||||||||||||||||||||||||||||
| 3777 Ruthelen Street | ||||||||||||||||||||||||||||
| 3791 Normandie Avenue | ||||||||||||||||||||||||||||
| 2029 W. 41st Place | ||||||||||||||||||||||||||||
| 4517 Orchard Avenue | ||||||||||||||||||||||||||||
| 1733 W. 37th Street | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| F-11 |
Real estate acquisition related party
2023 acquisitions
Hubilu did not acquire any new properties in the 2023 fiscal year.
2022 acquisitions
Boabab Investments, LLC
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 $
On March 2, 2022, the original notes for 3791 S. Normandie Avenue were
refinanced to two notes as follows: (1) A first position note for $
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 $
On
January 1, 2023, the original notes for 2029 W. 41st Place were refinanced to one first note for $
Trilosa Investments, LLC
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 $
| F-12 |
Mopane Investments, LLC
On
March 25, 2022, we completed our acquisition, through its subsidiary Mopane 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 $
2021 acquisitions
Trilosa Investments, LLC
On
February 1, 2021, we completed our acquisition, through our subsidiary Trilosa Investments, LLC, the real property located at 4009 Brighton
Avenue in Los Angeles (“Brighton”). The property was vacant at time of purchase. The acquisition was for $
On
October 18, 2021, the original notes for 4009 Brighton were refinanced to one first note for $
Zinnia Investments, LLC
On
June 18, 2021, we completed our acquisition, through its subsidiary Zinnia Investments, LLC, the real property located at 3908 Denker
Ave, Los Angeles (“Denker”). The property was vacant at the time of purchase. The acquisition was for $
On
November 5, 2021, the original notes for 3908 Denker were refinanced to one first note for $
| F-13 |
On
August 9, 2021, we completed our acquisition, through its subsidiary, Zinnia Investments, LLC, the real property located at 1284 W. 38th
Street in Los Angeles (“38th Street”). The property was vacant at the time of purchase. The acquisition was for $
On February 15, 2022 the original notes for 1284 W. 38th
Streetwere refinanced to two notes as follows (1) A first position note for $
Sunza Investments, LLC
On
July 22, 2021, we completed our acquisition, through its subsidiary Sunza Investments, LLC, the real property located 4021 Halldale Avenue
in Los Angeles (“Halldale”). The property was vacant at the time of purchase. The acquisition was for $
On September 2, 2022, the original notes for 4021
Halldale Avenue were refinanced to one first position note for $
| F-14 |
Boabab Investments, LLC
September
30, 2021, we completed our acquisition, through its subsidiary Boabab Investments LLC, the real property located at 4505 Orchard Avenue
in Los Angeles (“Orchard”). The property was vacant at the time of purchase. The acquisition was for $
On February 15, 2022, the original notes for 4505
Orchard were refinanced to one first position note for $
Lantana Investments, LLC
On
October 6, 2021, we completed our acquistion, through its subsidiary, Lantana Investments, LLC, the real property located at 3777 Ruthelen
Street, Los Angeles (Ruthelen”). The property was vacant at the time of purchase. The acquisition was for $
On February 9, 2022, the original note for 3777 Ruthelen was refinanced
to one first position note for $
2020 acquisitions
Trilosa Investments, LLC
On
February 22, 2020, we completed our acquisition, through our subsidiary Trilosa Investments, LLC, the real property located at 3906
Denker Avenue in Los Angeles (“Denker”). The property was vacant at time of purchase. The acquisition was for $
Lantana Investments, LLC
On
July 24, 2020 we completed our acquisition, through our subsidiary Lantana Investments, LLC, the real property located at 3408 Budlong
Avenue in Los Angeles (“Budlong”). The property was vacant at time of purchase. The acquisition was for $
On
October 26, 2021, the original notes were refinanced to two notes as follows: (1) A first position note for $
| F-15 |
Kapok Investments, LLC
On
November 8, 2020 we completed our acquisition, through our subsidiary Kapok Investments, LLC, the real property located at 3912 S. Hill
Street in Los Angeles (“Hill”). The property was delivered vacant to Hubilu after seller moved out within 2 weeks after the
close of escrow as agreed per purchase contract. Seller paid Hubilu no money for the 2 week period. The acquisition was for $
2019 acquisitions
Elata Investments, LLC
On
July 12, 2019, the Company closed on the acquisition of Elata Investments, LLC. On March 22, 2019 the company entered into a purchase
contract to purchase personal property (“the Elata Agreement”) with Adlon Investments, LLC, Wyoming Limited Liability Company
(“Adlon”), to acquire
On
April 26, 2021, the original notes for 1267 W. 38th Street were refinanced to one first note for $
On
December 13, 2019 we completed our acquisition, through our subsidiary, Elata Investments, LLC, the real property located at 4016 Dalton,
Los Angeles CA (“Dalton”). The property was vacant at time of purchase. The acquisition was for $
| F-16 |
The
initial fixed interest rate will change to an adjustable interest rate on the 1st day of January, 2025, and the adjustable
interest rate may change on that day every 12th month thereafter. The date on which the initial fixed interest rate changes
to an adjustable interest rate, and each date on which my adjustable interest rate could change. (2) a $
On
May 21, 2021, the original notes for 4016 Dalton were refinanced to one first note for $
On
December 30, 2019 we completed our acquisition, through our subsidiary, Elata Investments, LLC (“Elata”), the real property
located at 1618 West 38th Street, Los Angeles CA (“38th”). The property was vacant at time of purchase.
The acquisition was for $
| F-17 |
Kapok Investments, LLC
On
December 31, 2019, the Company closed on the acquisition of Kapok Investments, LLC, (“Kapok”) and its real property asset
located at 1981 Estrella, Los Angeles. Under the terms of the Kapok Agreement, the Company was to acquire
On May 17, 2021, the original notes for 1981 Estrella
were refinanced to one first position note for $
Trilosa Investments, LLC
On
December 31, 2019, the Company acquired
Boabab Investments, LLC
On
December 31, 2019, the Company acquired
| F-18 |
2018 acquisitions- related party
Sunza Investments, LLC
On
May 30, 2018, the Company entered into a contract to purchase personal property (“the Sunza Agreement”) with Adlon Investments,
Inc. a Wyoming Corporation (“Adlon”), to acquire its
On
July 18, 2019, the original notes for 3910 Walton were refinanced to one first note for $
On
September 27, 2018, the Company closed the acquisition of the real property located at 3910 Wisconsin Street, Los Angeles California
for a purchase price of $
On February 25, 2022 the original notes for 3910 Wisconsin were refinanced
to one first note for $
Lantana Investments, LLC
On
December 31, 2018, the Company acquired the
Under
the terms of the Lantana Agreement, the Company acquired the
| F-19 |
On
May 17, 2021, the original notes for 1557 W. 29th Street were refinanced to one first note for $
2017 acquisitions- related party
Akebia Investments, LLC
On
April 10, 2017, the Company completed its acquisition of all of the outstanding membership interests (the “Akebia Acquisition”)
of Akebia Investments, LLC (“Akebia”) for $
Under
the terms of the Akebia Acquisition, the Company’s consideration for the Purchase Price was: (1) a $
The
Akebia AITD includes terms of repayment of $
On
December 1, 2021, the original notes for 3711 South Western Avenue changed to one $
Zinnia Investments, LLC
On
April 10, 2017, the Company completed its acquisition of all the outstanding membership interests (the “Zinnia Acquisition”)
of Zinnia Investments, LLC (“Zinnia”) for $
Under
the terms of the Zinnia Acquisition, the Company’s consideration for the Purchase Price was: (1) a $
The
Zinnia AITD includes terms of repayment of $
| F-20 |
NOTE 7 – DUE TO RELATED PARTY
As
of December 31, 2023 and 2022, the Company owed Jacaranda Investments, Inc., $
NOTE 8 – MORTGAGES PAYABLE, RELATED PARTIES
The Company’s mortgages payable to related parties are as follows:
SCHEDULE OF MORTGAGES PAYABLE TO RELATED PARTIES
| Principal balance | Stated | |||||||||||||
| December 31, 2023 | December 31, 2022 | Interest Rate | Maturity date | |||||||||||
| 2909 South Catalina Street | % | |||||||||||||
On April 10, 2017 Esteban
Coaloa loaned the Company $
NOTE 9 – MORTGAGES PAYABLE
The Company’s mortgages are summarized as follows:
SCHEDULE OF MORTGAGES PAYABLE
| Principal balance | Stated | |||||||||||||
| December 31, 2023 | December 31, 2022 | Interest Rate | Maturity date | |||||||||||
| 3711 South Western Ave | $ | $ | % | |||||||||||
| 3910 Walton Ave. | % | |||||||||||||
| 3910 Wisconsin Street | % | |||||||||||||
| 1557 West 29 Street | % | |||||||||||||
| 1267 West 38 Street | % | |||||||||||||
| 4016 Dalton Avenue | % | |||||||||||||
| 1618 West 38 Street | ||||||||||||||
| - First Note | % | |||||||||||||
| - Second Note | % | |||||||||||||
| 1981 Estrella Ave | % | |||||||||||||
| 717 West 42 Place | ||||||||||||||
| - First Note | % | |||||||||||||
| - Second Note | % | |||||||||||||
| 2115 Portland Street | ||||||||||||||
| - First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3906 Denker | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3408 Budlong | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3912 S. Hill Street | ||||||||||||||
| -First Note | % | |||||||||||||
| - Second Note | % | |||||||||||||
| 4009 Brighton Avenue | % | |||||||||||||
| 3908 Denker Avenue | % | |||||||||||||
| 4021 Halldale Avenue | % | |||||||||||||
| 1284 W. 38th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 4505 Orchard Avenue | % | |||||||||||||
| 3777 Ruthelen Street | % | |||||||||||||
| 3791 S. Normandie Avenue | ||||||||||||||
| - First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 2029 W. 41st Place | % | |||||||||||||
| 4517 Orchard Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1733 W. 37th Place | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| Hubilu General Loan | % | Due upon request | ||||||||||||
| $ | $ | |||||||||||||
| Less: current maturities | ||||||||||||||
| Mortgages payable | $ | $ | ||||||||||||
| F-21 |
Scheduled repayments on mortgages payable, including paying off interest only loans and mortgages due are as follows:
SCHEDULE OF REPAYMENTS ON MORTGAGES PAYABLE
| Year ending December 31, 2023 | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ | |||
NOTE 10 – SERIES 1 CONVERTIBLE PREFERRED SHARES
The
Company has authorized and designated shares of Series 1 convertible preferred stock (the “Preferred Stock”). In
September 2016, the Company issued shares of Preferred Stock at an issuance price of $ per share, for proceeds of $
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.
Change
–
Dividends
– The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive, if and when declared
by the Board of Directors, 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 $
The Preferred Stock matures on September 30, 2029.
SCHEDULE OF ISSUANCE OF CONVERTIBLE PREFERRED SHARES SETTLEMENT OBLIGATION
| # of Shares | Amount | Dividend in Arrears | Total | |||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | |||||||||||||
| Dividends accrued | ||||||||||||||||
| Shares issued | ||||||||||||||||
| Balance, December 31, 2022 | $ | |||||||||||||||
| Dividends accrued | ||||||||||||||||
| Shares issued | ||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | |||||||||||||
| F-22 |
NOTE 11 – INCOME TAXES
The
Company did not record a provision for income taxes for the years ended December 2023 and 2022 and, accordingly,
The
provision (benefit) for income taxes for the period from inception through December 31, 2023 were assuming a
Significant components of the Company’s deferred tax assets are as follows:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| December 31, 2023 | December 31, 2022 | |||||||
| (Revised) | ||||||||
| Net operating loss carry-forwards | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. 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 December 31, 2023.
In accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
| F-23 |
NOTE 12 - Stockholders’ Equity (Deficit)
Common Stock
common stock was issued during the years ended December 31, 2023 and 2022.
Preferred Stock
preferred stock was issued during the year ended December 31, 2023.
One
July 6, 2022, shares of our Series 1 Preferred Stock were issued at per share valued at $
NOTE 13 - COMMITMENT AND CONTINGENCIES
Office Lease
During
the year ended December 31, 2020, the Company released half of our office space back to the landlord on a month-to-month at our
office in Beverly Hills, CA. The monthly rent reduced to $
Litigation
From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operation.
NOTE 14 – SUBSEQUENT EVENTS
On
March 16, 2024, the first note for 1733 W. 37th Place was refinanced for $
| F-24 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2023 were not effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2023. We believe that internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.
Material weaknesses identified:
| ● | 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. | |
| ● | Our Company’s accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. |
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Plan for Remediation of Material Weaknesses
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2023 assessment of the effectiveness of our internal control over financial reporting.
Such remediation would entail enhancing the training and oversight of the accounting personnel responsible for non-routine transactions involving complex accounting matters and engaging the services of an independent consultant with sufficient expertise in income tax and complex US GAAP matters to assist us in the preparation of our financial statements.
(c) Changes in internal controls.
There was no change in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our directors serve until their successor is elected and qualified. Our directors elects our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.
The name, address, age, and position of our present officers and director is set forth below:
| Name | Age | Title(s) | ||
| David Behrend | 56 | Chairman, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer | ||
| Tracy Black-Van Wier | 49 | Secretary and Vice President, Investor Relations |
The persons named above have held their offices/positions since May 26, 2020 and we expect them to hold their offices/positions at least until the next annual meeting of our shareholders.
Mr. David Behrend, Chairman, President, Chief Executive Officer, and Chief Financial Officer
David Behrend is our Chairman, Chief Executive Officer, Chief Financial Officer has served in that capacity since March 5, 2015. Starting with his first real estate acquisition in 1997, Mr. Behrend has worked over the past 18 years as a portfolio real estate buyer and real estate agent and broker. From 1997 to 1998, Mr. Behrend was a California licensed real estate agent and, since 1998, Mr. Behrend has been a California licensed real estate broker. From 2013 to the present, he is a property manager with Camden Realty Group. Mr. Behrend has completed approximately 250 real estate transactions with commercial and residential properties and has acted as a principal and property manager on numerous properties. In 1989, Mr. Behrend graduated from the University of Witwatersrand in Johannesburg, South Africa with a degree in Business Commerce majoring in law, economics and accounting. In 1990, Mr. Behrend graduated from the University of Witwatersrand in Johannesburg, South Africa with an Honors degree in Business Economics majoring in Finance and Marketing.
| 28 |
Ms. Tracy Black-Van Wier, Secretary and Vice President-Investor Relations
Tracy Black-Van Wier is our Vice President of Investor Relations and has served in that capacity since August 18, 2016. From May 2013 to June 2015, Ms. Black-Van Wier was the National Marketing Director of Nerium International, a multi-level marketing company in the anti-aging industry and oversaw a sales force of over 1,000 people. In her capacity as National Marketing Director, sales increased by 500%. She is a professional speaker, motivator, and relationship builder. Ms. Black-Van Wier graduated with Honors from the University of Santa Cruz with a B.A. in Psychology.
Possible Potential Conflicts
The OTC Pink on which we have our shares of common stock quoted on does not currently have any director independence requirements.
No member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer and director in that he may have other business interests in the future to which he devotes his attention, and he may be expected to continue to do so although management time must also be devoted to our business. Thus, conflicts of interest may arise that can be resolved only through his exercise of such judgment as is consistent with each officer’s understanding of his fiduciary duties to us. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented
To resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.
We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
Currently we have two directors and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.
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We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
Code of Business Conduct and Ethics
In March 31, 2015, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:
| ● | honest and ethical conduct, | |
| ● | full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, | |
| ● | compliance with applicable laws, rules and regulations, | |
| ● | the prompt reporting violation of the code, and | |
| ● | accountability for adherence to the code. |
A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement of which this prospectus is a part.
Board of Directors
Our directors hold office until the completion of his term of office, which is not longer than one year, or until his successor(s) have been elected. Our directors’ term of office expires on March 31, 2027. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none), serve at the discretion of the board. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.
Involvement in Certain Legal Proceedings
During the past five years, other than as set forth below, no present director, executive officer or person nominated to become a director or an executive officer of us:
(1) had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:
i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
| 30 |
ii. engaging in any type of business practice; or
iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or
(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or
(5) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.
In March 2010, Mr. Behrend filed a petition for bankruptcy with the U.S. District Court for the Central District of California, Case No. 2:10-bk-21201-VK. In April 2011, the Case was converted to a Chapter 7 petition, Case No. 01:11-bk-11379-VK and in October 2012, Mr. Behrend received a discharge.
In June 2009, the Los Angeles City Attorney brought charges against Mr. Behrend, who was the majority member of a limited liability company that acted as a trustee for a trust, which controlled and managed a residential apartment building in Los Angeles. Mr. Behrend pled no contest to a misdemeanor charge of violating the habitability of an apartment building and received a fine, 300 hours of community service, 90 days electronic monitoring and 8 years’ probation. Mr. Behrend has completed all the conditions of his sentence. His probation expired in June 2017.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.
We will reimburse all directors for any expenses incurred in attending directors’ meetings if we have the resources to pay these fees. We will consider applying for officers’ and directors’ liability insurance at such time when we have the resources to do so.
| 31 |
Item 11. Executive Compensation
Summary Executive Compensation Table
The following table shows, for the year ended December 31, 2023 and 2022, compensation awarded to or paid to, or earned by, our Chief Executive Officer and other officers (the “Named Executive Officer”).
SUMMARY COMPENSATION TABLE
Name and principal
(a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards ($) (f) | Non-Equity ($) (g) | Nonqualified ($) (h) | All
Other ($) (i) | Total ($) (j) | |||||||||||||||||||||||||||
| David Behrend CEO, President, CFO and Director | 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 2022 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| 2023 | 69,752 | - | - | - | - | - | 69,752 | |||||||||||||||||||||||||||||
| Tracy Black Van Wier, Secretary& Vice President of Investor Relations | 2022 | 70,989 | - | - | - | - | - | 70,989 | ||||||||||||||||||||||||||||
We have no formal employment arrangement with Mr. Behrend. Mr. Behrend has not, and does not receive any compensation. Mr. Behrend’s compensation amounts will be formalized if his annual compensation ever exceeds $50,000.
Grants of Plan-Based Awards Table
We currently do not have any equity compensation plans. Except as set forth above none of our named executive officers received any grants of stock, option awards or other plan-based awards for the years ended December 31, 2023 and 2022.
Outstanding Equity Awards at Fiscal Year-End Table
None. We do not have any equity award compensation plans.
| 32 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of December 31, 2023 the total number of shares owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of December 31, 2023 we had 26,237,125 shares of common stock outstanding, which are held by 57 shareholders. There are not any pending or anticipated arrangements that may cause a change in control.
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class | |||||||
| Common Stock | Jacaranda3 Investments, Inc. (1) 205 South Beverly Drive, Suite 205 Beverly Hills, CA 90212 | 25,000,000 | 95.28 | % | ||||||
| Common Stock | Tracy Black-Van Wier-Secretary 5/26/2020 - 12/31/2021 205 South Beverly Drive, Suite 205 Beverly Hills, CA 90212 | 76,625 | 0.29 | % | ||||||
| All Officers and Directors as a Group (2 persons) | 25,076,625 | 95.57 | % | |||||||
| Preferred Stock (Related Party) | Esteban Coaloa | 139,500 | 26.81 | % | ||||||
| (1) | David Behrend, the sole shareholder of Jacaranda3 Investments, Inc., has dispositive control over the shares. Since he will continue to control us, investors in our common or preferred offering will be unable to change the course of our operations. Thus, our shares lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. |
| (2) | Esteban Coaloa’s preferred stock holding, if converted to common stock at current share price would result in him owning > 5% of the Company. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Party Transactions
Other than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:
| ● | in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and | |
| ● | in which any director, executive officer, stockholders who beneficially owns more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest. |
None.
Policies and Procedures for Related Person Transactions
Our officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented.
| 33 |
To resolve such potential conflicts of interest, our officers and sole director have agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.
We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
We believe that each reported transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.
There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
Regarding any future related party transaction, we plan to fully disclose all related party transactions, including, but not limited to, the following:
| ● | disclose such transactions in prospectuses where required; | |
| ● | disclose in all filings with the Securities and Exchange Commission, where required; | |
| ● | obtain disinterested directors’ consent; and | |
| ● | obtain shareholder consent where required. |
Item 14. Principal Accountant Fees and Services.
M&K CPAS, PLLC (“M&K”) was the Company’s independent registered public accounting firm for the years ended December 31, 2023 and 2022.
Audit and Non-Audit Fees
The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.
| 2023 | 2022 | |||||||
| Audit Fees(1) | $ | 46,000 | $ | 42,900 | ||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total Fees | $ | 46,000 | $ | 42,900 | ||||
(1) Audit fees were principally for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q
| 34 |
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm
Our board of directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.
Our Directors have considered the nature and amount of fees billed or expected to be billed by M&K and believes that the provision of services for activities unrelated to the audit was compatible with maintaining M&K’s independence.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
EXHIBITS
The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.
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SignatureS
Pursuant to the requirements of Section 13 or 15(d) 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 | |
| /s/ David Behrend | |
| David Behrend | |
| Chairman and Chief Executive Officer (Principal Executive Officer) and | |
| Chief Financial Officer (Principal Accounting and Financial Officer) |
In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ David Behrend | |
| David Behrend | |
| Chairman and Chief Executive Officer (Principal Executive Officer) and | |
| Chief Financial Officer (Principal Accounting and Financial Officer) and | |
| Director |
| Dated: | April 16, 2024 |
| 36 |
Exhibit 4.3
HUBILU
VENTURE CORPORATION
DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
The following is a brief description of the shares of capital stock of Hubilu Venture Corporation (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation (as amended, our “Articles of Incorporation”), our Bylaws (our “Bylaws”), and provisions of applicable Delaware law. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of our Articles of Incorporation and Bylaws, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K.
We encourage you to read our certificate of incorporation, bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for more information. References herein to “we,” “our,” “us,” and “the Company” refer solely to Hubilu Venture Corporation.
General
Our Articles of Incorporation authorize us to issue 110,000,000 shares, consisting of (i) 100,000,000 shares of common stock, par value $0.001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2023, we had outstanding 26,237,125 shares of common stock, 520,400 shares of series 1 preferred stock outstanding. Our common stock is approved for quotation on the OTC Markets’ OTCPK marketplace under the symbol “HBUV.”
Voting Rights
Each holder of common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Holders of common stock do not have cumulative voting rights. Because of this, the holders of a plurality of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. With respect to matters other than the election of directors, at any meeting of the stockholders at which a quorum is present or represented, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall be the act of the stockholders, except as otherwise required by law. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.
Dividends
Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock.
Rights and Preferences
Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate in the future.
Fully Paid and Nonassessable
All of our outstanding shares of common stock are fully paid and nonassessable.
Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Certificate of Incorporation and Our Bylaws
Certain provisions of Delaware law and certain provisions in our certificate of incorporation and bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.
Preferred Stock
The shares of preferred stock may be issued by our board of directors, subject to any limitations prescribed by law, without further vote or action by the stockholders from time to time in one or more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.
The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Such rights may include voting and conversion rights which could adversely affect the holders of our common stock. Satisfaction of any dividend preferences of outstanding preferred stock would reduce the amount of funds available, if any, for the payment of dividends on common stock. Holders of our preferred stock would typically be entitled to receive a preference payment in the event of our liquidation, dissolution or winding up before any payment is made to the holders of common stock. Additionally, the issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock. There are currently no shares of preferred stock outstanding.
Classified Board of Directors
Neither the Company’s certificate of incorporation nor its bylaws provide for a classified Board.
Removal of Directors
Our bylaws provide that stockholders may remove a director with or without cause only if the number of votes cast to remove him exceeds the number of votes cast against removal.
Director Vacancies
Our bylaws provides that any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the shareholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. If there are no remaining directors, the vacancy shall be filled by the shareholders.
Special Meetings of Stockholders
Our bylaws provide that, except as otherwise required by law, special meetings of the stockholders may be called only by the request of the President or when requested in writing by stockholders holding at least 10% of the Company’s stock having the right and entitled to vote at such meeting.
Action by Written Consent
Our bylaws provide that any action to be taken by the stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the actions so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Amending our Certificate of Incorporation and Bylaws
Our certificate of incorporation may be amended or altered in any manner provided by the DGCL. Our bylaws may be adopted, amended, altered, or repealed by a majority vote of the directors or by a vote of the stockholders holding a majority of the shares.
Authorized but Unissued Shares
Our authorized but unissued shares of common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the company by means of a proxy contest, tender offer, merger or otherwise.
Common Stock
The holders of outstanding shares of Common Stock shall have the right to vote on all questions to the exclusion of all other stockholders, each holder of record of Common Stock being entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation, except as may be provided in this Certificate of Incorporation, in a Preferred Stock Designation (as hereinafter defined), or as required by law.
Preferred Stock
Our 10,000,000 shares of authorized preferred stock may be issued, from time to time, in one or more classes or series, with such rights and designations, and for such consideration, as our Board of Directors may from time to time determine. We have designated two classes of preferred stock, a) Series A Preferred Stock, and b) Series 1 Preferred Stock.
Series A Preferred Stock
Series A Preferred Stock is a 5% voting, cumulative convertible Series A Preferred Stock, in which we authorized 100,000 shares with a stated value of $1.00 per share and a maturity date of September 30, 2030
Conversion – The holders of Series A Preferred Stock shall have the right, at their option, to convert all or any part of such shares into shares of Common Stock of the Corporation at any time after the date of issuance. The foregoing rights are subject to the following terms and conditions:
| (A) | The Shares of Series A Preferred Stock shall be convertible into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock. | |
| (B) | The number of shares of Common Stock issuable upon conversion of each share of the Series A Preferred Stock shall be equal to three hundred thirty-three and 33/100 (333 1/3) shares of Common Stock (the “Set Conversion Rate”). The number of shares of Common Stock is calculated by dividing the number of Series A Preferred Stock by $0.003. | |
| (C) | The Set Conversion Rate shall be subject to adjustment from time to time in certain instances as hereinafter provided. | |
| (D) | No payment or adjustment shall be made in respect of dividends on the Common Stock or the Preferred Stock upon conversion of shares of the Preferred Stock. | |
| (E) | No fractional shares of Common Stock will be issued; rather, one fractional share per holder will be rounded up to a whole share. |
Adjustments to Conversion – The Set Conversion Rate in effect at any time shall be subject to adjustment as follows:
| (A) | The Set Conversion Rate effect at the time of the record or effective date for the following listed events shall be proportionately adjusted so that the holder of any share of the Preferred Stock surrendered for conversion after such time shall be entitled to receive the kind and amount of shares which they would have owned or have been entitled to receive had such share of the Preferred Stock been converted immediately prior to such time: |
| a. | If the Corporation declares a dividend on its Common Stock in shares of its capital stock; | |
| b. | If the Corporation subdivides its outstanding shares of Common Stock; | |
| c. | If the Corporation combines its outstanding shares of Common Stock into a smaller number of shares; or | |
| d. | If the Corporation issues by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation) any shares of its capital stock. | |
| e. | If the Corporation issues or sells any additional shares of Common Stock at any time after the date on which the first share of Series A Preferred Stock is issued (the “Issue Date”) for no consideration or for a consideration per additional share of Common Stock that is less than the Set Conversion Price in effect on the date of and immediately prior to the issuance or sale (or deemed issuance or sale), then the Set Conversion Price will be reduced concurrently with the issuance or sale (or deemed issuance or sale) to a price equal to the lowest price per share at which any additional share of Common Stock is issued or sold (or deemed to be issued or sold). |
| (B) | Such adjustment shall be made successively whenever any event listed above shall occur. |
Series 1 Preferred Stock
Series 1 Preferred Stock is a 5% voting, cumulative convertible Series 1 Preferred Stock, in which we authorized 2,000,000 shares with a stated value of $1.00 per share and a maturity date of September 30, 2029.
Conversion – The holders of Series 1 Preferred Stock shall have the right, at their option, to convert all or any part of such shares into shares of Common Stock of the Corporation at any time after the date of issuance. The foregoing rights are subject to the following terms and conditions:
| (A) | The Shares of Series 1 Preferred Stock shall be convertible into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock. | |
| (B) | The number of shares of Common Stock issuable upon conversion of each share of the Series 1 Preferred Stock shall be equal to the lesser of: (i) $0.50 per share of Common Stock; or (ii) a ten percent (10%) discount to the average closing bid price of the Company’s Common Stock five (5) days prior to the notice of Conversion (the “Set Conversion Rate”). The number of shares of Common Stock is calculated by dividing the number of Series 1 Preferred Stock by either: (i) $0.50 or (ii) ten percent (10%) less than the average of the Corporation’s closing bid price five (5) days prior to the date of the Notice of Conversion. | |
| (C) | The Set Conversion Rate shall be subject to adjustment from time to time in certain instances as hereinafter provided. | |
| (D) | No fractional shares of Common Stock will be issued; rather, one fractional share per holder will be rounded up to a whole share. |
Adjustments to Conversion – The Set Conversion Rate in effect at any time shall be subject to adjustment as follows:
| (C) | The Set Conversion Rate effect at the time of the record or effective date for the following listed events shall be proportionately adjusted so that the holder of any share of the Preferred Stock surrendered for conversion after such time shall be entitled to receive the kind and amount of shares which they would have owned or have been entitled to receive had such share of the Preferred Stock been converted immediately prior to such time: |
| a. | If the Corporation declares a dividend on its Common Stock in shares of its capital stock; | |
| b. | If the Corporation subdivides its outstanding shares of Common Stock; |
| c. | If the Corporation combines its outstanding shares of Common Stock into a smaller number of shares; or | |
| d. | If the Corporation issues by reclassification of its Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing corporation) any shares of its capital stock. | |
| e. | If the Corporation issues or sells any additional shares of Common Stock at any time after the date on which the first share of Series 1 Preferred Stock is issued (the “Issue Date”) for no consideration or for a consideration per additional share of Common Stock that is less than the Set Conversion Price in effect on the date of and immediately prior to the issuance or sale (or deemed issuance or sale), then the Set Conversion Price will be reduced concurrently with the issuance or sale (or deemed issuance or sale) to a price equal to the lowest price per share at which any additional share of Common Stock is issued or sold (or deemed to be issued or sold). |
| (D) | Such adjustment shall be made successively whenever any event listed above shall occur. |
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.
Change – 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, if and when declared by the Board of Directors, dividends at the rate of 5% per annum, in kind, which shall accrue quarterly. Such dividends are cumulative. The Company has accrued $179,463 of dividends as of December 31, 2023. No such dividends have been paid to date.
Liquidation – In the event of any liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price of $1.00 (as adjusted, as defined), plus all declared but unpaid dividends.
Anti-Takeover Effects of Provisions of Our Charter Documents
Certain provisions of Delaware law and our Bylaws may have the effect of delaying, deferring or preventing another party from acquiring control of the Company. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.
Transfer Agent and Registrar
The transfer agent and registrar for our common shares is Globex Transfer, LLC. Globex Transfer’s address and phone number is: 780 Deltona Blvd., Suite 202, Deltona, FL 32725; telephone number (813) 344-4490. Further information about the transfer agent is available at its website, located at: https://www.globextransfer.com/.
Exhibit 21.1
Subsidiaries of the Registrant
| Name | Jurisdiction of Organization | |
| Akebia Investments, LLC | Wyoming | |
| Boabab Investments, LLC | Wyoming | |
| Elata Investments, LLC | Wyoming | |
| Kapok Investments, LLC | Wyoming | |
| Lantana Investments, LLC | Wyoming | |
| Mopane Investments, LLC | Wyoming | |
| Sunza Investments, LLC | Wyoming | |
| Trilosa Investments, LLC | Wyoming | |
| Zinnia Investments, LLC | Wyoming |
Exhibit 31.1
CERTIFICATION PURSUANT 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 Annual Report on Form 10-K 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 annual report;
3. Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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: April 16, 2024 | /s/ David Behrend |
| David Behrend | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT 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 Annual Report on Form 10-K 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 annual report;
3. Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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: April 16, 2024 | /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 Annual Report of Hubilu Venture Corporation (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, David Behrend, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: April 16, 2024 | /s/ David Behrend |
| David Behrend | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Hubilu Venture Corporation (the “Company”) on Form 10-K for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, David Behrend, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
4. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: April 16, 2024 | /s/ David Behrend |
| David Behrend | |
| Chief Financial Officer | |
| (Principal Financial Officer) |