Hubilu Venture Corp - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: June 30, 2019

or

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

For the transition period from __________ to __________

Commission File No. 000-55611

Hubilu Venture Corporation

(Exact Name of Registrant as Specified in its Charter)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of December 10, 2019 the number of shares outstanding of the issuer’s sole class of common stock, $0.001 par value per share, is 25,952,125.

table of contents

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

HUBILU VENTURE CORPORATION

Consolidated Balance Sheets

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

HUBILU VENTURE CORPORATION

Consolidated Statements of Operations

(unaudited)

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

HUBILU VENTURE CORPORATION

Consolidated Statement of Stockholders’ Deficit

(unaudited)

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

HUBILU VENTURE CORPORATION

Consolidated Statements of Cash Flows

(unaudited)

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

HUBILU VENTURE CORPORATION

Notes to the Consolidated Financial Statements

June 30, 2019

(unaudited)

NOTE 1 – NATURE OF BUSINESS

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

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

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

The financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2019, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,227,137 and expects to incur further losses in the development of its business, all of which casts substantial doubt upon the Company’s ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. Management intends to focus on raising additional funds either by way of debt or equity issuances in order to continue operations. The Company cannot provide any assurance or guarantee that it will be able to obtain additional financing or generate revenues sufficient to maintain operations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with Securities and Exchange Commission rules and regulations and generally accepted accounting principles in the United States of America (“US GAAP”) and in the opinion of management contain all adjustments necessary to present fairly the financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Fair Value Measurements

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

New Accounting Pronouncements

Adopted in the Current Year

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:

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.

NOTE 4- INVESTMENTS IN REAL ESTATE

The change in the real estate property investments for the six months ended June 30, 2019 and the year ended December 31, 2018 is as follows:

The change in the accumulated depreciation for the six months ended June 30, 2019 and 2018 is as follows:

The Company’s real estate investments as at June 30, 2019 is summarized as follows:

NOTE 5- PROPERTY INDEBTEDNESS

During the six months ended June 30, 2019, the Company incurred charges of $76,175 (June 30, 2018: $19,656) in respect of interest on its property indebtedness.

NOTE 6 – PROMISSORY NOTES PAYABLE

Under the terms of the acquisition of the Akebia property at 3711 South Western Avenue, the Company’s consideration for the acquisition included a promissory note (“Akebia Note”). As at June 30, 2019, the Akebia Note had a principal balance of $92,462 and for the six months then ended, the Company paid interest of $3,041 in respect of the Akebia Note. Under the terms of the acquisition of the Zinnia property at 2909 South Catalina Street, the Company’s consideration for the acquisition included a promissory note (“Zinnia Note”). As at June 30, 2019, the Zinnia Note had a principal balance of $89,593 and for the six months then ended, the Company paid interest of $3,501 in respect of the Zinnia Note.

NOTE 7 – RELATED PARTY TRANSACTIONS

As at June 30, 2019, the Company’s majority shareholder, has provided advances totaling $494,145 (December 31, 2018: $485,300). These advances are unsecured and do not carry a contractual interest rate or repayment terms. In connection with these advances, the Company has recorded an imputed interest charge of $17,153 and which was credited to additional paid-in capital.

NOTE 8 – SERIES 1 CONVERTIBLE PREFERRED SHARES

The Company has authorized and designated 2,000,000 shares of Series 1 convertible preferred stock (the “Preferred Stock”). The Preferred Stock has the following rights and privileges:

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

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

Dividends – The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive, 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. No such dividends have been declared to date.

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

The Preferred Stock matured on September 30, 2019.

NOTE 9 – STOCKHOLDER’S EQUITY

During the six months ended June 30, 2019 the Company issued 221,625 common shares at a fair value of $0.80 per share based on their quoted market price for consulting services, including bookkeeping and accounting services, online marketing services and real estate analysis. The Company recognized consulting fees of $177,300 in connection with this share issuance. 

NOTE 10 – SUBSEQUENT EVENTS 

On July 12, 2019, the Company acquired 100% membership interest in Elata Investments, LLC., and its real property asset located at 1267 W. 38^th Street, Los Angeles.

Forward Looking Statements

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

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

Examples of forward looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

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

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

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

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

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six months ended June 30, 2019 and 2018, respectively. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the three and six months ended June 30, 2019 and 2018, respectively, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

Three months ended June 30, 2019 compared to the three months ended June 30, 2018

Revenues. Our revenues increased to $108,749 for the three months ended June 30, 2019 compared to $55,652 for the comparable period in 2018. The increase is due to the acquisition of 4 new properties.

Operating expenses. In total, operating expenses increased $48,245 to $137,640 for the three months ended June 30, 2019 compared to $89,395 for the comparable period in 2018. The increase is primarily due to the Company commencing to pay salaries and wages.

General and administrative expenses increased $6,744 to $13,619 for the three months ended June 30, 2019 compared to $6,875 for the comparable period in 2018.

Consulting expenses increased $24,504 to $50,267 for the three months ended June 30, 2019 compared to $25,763 for the comparable period in 2018.

Depreciation expense decreased $6,784 to $12,531 for the three months ended June 30, 2019 compared to $19,315 for the comparable period in 2018.

Professional fees decreased $5,241 to $10,218 for the three months ended June 30, 2019 compared to $15,459 for the comparable period in 2018. The decrease is attributable to the timing of the invoices received by the Company’s professional service providers.

Property tax expense decreased $4,807 to $5,284 for the three months ended June 30, 2019 compared to $10,091 for the comparable period in 2018. The decrease is due to paying our taxes earlier in the first quarter.

Repairs and maintenance expense increased $1,115 to $2,635 for the three months ended June 30, 2019 compared to $1,520 for the comparable period in 2018. The increase is due to a new acquisition last quarter.

The Company commenced paying wages and salaries during the three months ended June 30, 2019 and incurred $32,200 for the period compared to not having paid salaries and wages for the comparable period.

Promissory Note Interest expense increased $15,395 to $19,730 for the three months ended June 30, 2019 compared to $4,335 for the comparable period in 2018.

Mortgage Interest increased $27,080 to $36,878 for the three months ended June 30, 2019 compared to $9,798 for the comparable period in 2018. The increase is due to the acquisition of 4 new properties.

Net loss. Our net loss increased $32,392 to $96,754 for the three months ended June 30, 2019 compared to $64,363 for the comparable period in 2018. The decrease is attributable to the revenue and expenses discussed above.

Six months ended June 30, 2019 compared to the six months ended June 30, 2018 

Revenues. Our revenues increased to $191,499 for the six months ended June 30, 2019 compared to $95,848 for the comparable period in 2018. The increase is due to the acquisition of 4 new properties.

Operating expenses. Operating expenses include general and administrative expenses, consulting expense, depreciation, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filing fees, and utilities. In total, operating expenses decreased $18,107 to $387,951 for the six months ended June 30, 2019 compared to $406,058 for the comparable period in 2018. The decrease is due to less consulting services.

General and administrative expenses increased $17,420 to $32,342 for the six months ended June 30, 2019 compared to $14,922 for the comparable period in 2018.

Consulting expenses decreased $57,081 to $246,867 for the six months ended June 30, 2019 compared to $303,948 for the comparable period in 2018. The decrease is attributable to a lesser fair value attributable to common shares issued to consultants during the six months ended June 30, 2019 compared to the same period in the prior fiscal year.

Depreciation expense decreased $12,571 to $23,045 for the six months ended June 30, 2019 compared to $35,616 for the comparable period in 2018.

Professional fees increased $435 to $16,293 for the six months ended June 30, 2019 compared to $15,858 for the comparable period in 2018.

Property tax expense increased $16 to $10,107 for the six months ended June 30, 2019 compared to $10,091 for the comparable period in 2018. The increase is due to paying our taxes earlier in the first quarter.

Rent expense stayed near stable $14,100 for the six months ended June 30, 2019 which is a slight increase from $13,800 for the comparable period in 2018.

Repairs and maintenance expense increased $583 to $4,662 for the six months ended June 30, 2019 compared to $4,079 for the comparable period in 2018. The increase is due to a new acquisition last quarter.

Transfer Agent and Filing Fees decreased $115 to $680 for the six months ended June 30, 2019 compared to $795 for the comparable period in 2018. The decrease is due to less monthly fees paid.

Utilities expense increased $704 to $7,653 for the six months ended June 30, 2019 compared to $6,949 for the comparable period in 2018. The increase is due to additional property acquisitions.

Promissory Note Interest expense increased $14,876 to $23,695 for the six months ended June 30, 2019 compared to $8,819 for the comparable period in 2018.

Mortgage Interest increased $56,509 to $76,165 for the six months ended June 30, 2019 compared to $19,656 for the comparable period in 2018. The increase is due to the acquisition of 4 new properties.

Net loss. Our net loss decreased $38,850 to $313,822 for the six months ended June 30, 2019 compared to $352,672 for the comparable period in 2018. The decrease is attributable to the revenue and expenses discussed above.

Liquidity and Capital Resources. For the six months ended June 30, 2019, we borrowed $8,845 from our majority shareholder, which was advanced to us interest free. We intend to seek additional financing for our working capital, in the form of equity or debt, to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful in our efforts to raise additional capital.

Our total assets are $3,439,259 as of June 30, 2019, consisting of $3,412,757 in net property assets, $18,402 in cash, $6,600 in deposits and $1,500 in prepaid expenses.

Our total liabilities are $4,147,493 as of June 30, 2019.

We used $57,077 in operating activities for the six months ended June 30, 2019 including $313,822 in net loss which was offset by non-cash charges of $23,045 for depreciation, $177,300 in stock-based compensation, $12,510 in dividends accrued in preferred shares, a net increase of $821 in accounts payable and $25,915 received for security deposits and imputed interest of $17,153.

We used $61,141 in investing activities for the six months ended June 30, 2019, which was used for building additions and improvements.

We had $134,310 provided by financing activities for the six months ended June 30, 2019 including additional mortgage funds of $136,546.

The Company had no formal long-term lines or credit or other bank financing arrangements as of June 30, 2019.

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

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

Impact of Inflation

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

Capital Expenditures

The Company spent $61,141 on building improvements during the six months ended June 30, 2019.

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were not effective at a reasonable assurance level to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in Internal Controls over Financial Reporting

During the three-month period ended June 30, 2019, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.