HBUV Q3 2025 results: growing LA portfolio amid leverage and risk
Hubilu Venture Corporation reports Q3 2025 results showing modest growth in rental income but higher leverage and losses year-to-date. Rental revenue was $628,792 for the quarter (up 2% from $616,393) and $1,588,731 for the first nine months (down 5% from $1,666,452). Q3 net income was $3,529, but the company posted a nine‑month net loss of $450,373 compared with a small profit a year earlier.
Real estate, net, rose to $23.45 million as of September 30, 2025 from $20.92 million, driven by acquisitions including properties at 417 W 52nd Place and 1460 Exposition Blvd in Los Angeles. This expansion is funded largely with debt: mortgages payable, net of discounts, increased to $22.62 million, and total liabilities reached $25.29 million. Cash was $107,252 with a working capital deficit of $2.19 million, leading management to state that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
Positive
- None.
Negative
- Management discloses that recurring losses, negative working capital of $2,194,095, and limited cash of $107,252 as of September 30, 2025 "raise substantial doubt" about Hubilu Venture’s ability to continue as a going concern.
- The company reports material weaknesses in internal control over financial reporting, including inadequate segregation of duties and insufficient technical accounting knowledge, with remediation still pending.
Insights
Expanding property base but higher leverage and a going concern warning increase financial risk.
Hubilu Venture continues to grow its Los Angeles student‑housing portfolio, with real estate, net, increasing to
That strategy has raised interest costs and leverage. Mortgages payable, net of discounts, climbed to
Liquidity is tight: cash stood at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
OR
For the transition period from __________ to __________
Commission File No.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Smaller reporting company | |||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | HBUV | OTCID |
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: As of November 14, 2025 the number of shares outstanding
of the issuer’s sole class of common stock, $
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 3 |
| Item 1. Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 | 3 |
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 4 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 5 |
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 6 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7 |
| Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 18 |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 24 |
| Item 4. Controls and Procedures | 24 |
| PART II — OTHER INFORMATION | 25 |
| Item 1. Legal Proceedings | 25 |
| Item 1A. Risk Factors | 25 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3. Defaults Upon Senior Securities | 25 |
| Item 4. Mine Safety Disclosures | 25 |
| Item 5. Other Information | 25 |
| Item 6. Exhibits | 26 |
| SIGNATURES | 27 |
| 2 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | ||||||||
| Accounts receivable | ||||||||
| Total current assets | ||||||||
| Real estate: | ||||||||
| Land | ||||||||
| Building and capital improvements | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total real estate, net | ||||||||
| Security deposits | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Advanced rents received | ||||||||
| Accrued interest | ||||||||
| Security deposits payable | ||||||||
| Due to related party, current maturities | ||||||||
| Mortgages payable, net of debt discounts, current maturities | ||||||||
| Dividends payable | ||||||||
| Total current liabilities | ||||||||
| Mortgages payable, related party | ||||||||
| Mortgages payable, net of debt discounts | ||||||||
| Convertible preferred stock payable | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | ||||||||
See accompanying notes to financial statements.
| 3 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Rental revenue | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Salaries and benefits | ||||||||||||||||
| Utilities | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Property taxes | ||||||||||||||||
| Repairs and maintenance | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Consulting Income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Dividends expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain/(Loss) on early extinguishment of debt | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income | - | |||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income/(loss) | ( | ) | ||||||||||||||
| Weighted average common shares outstanding - basic | ||||||||||||||||
| Net loss per common share - basic | $ | $ | $ | ( | ) | $ | ||||||||||
| Weighted average common shares outstanding - diluted | ||||||||||||||||
| Net income per common share - diluted | $ | $ | $ | ( | ) | $ | ||||||||||
See accompanying notes to financial statements.
| 4 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| For the Three Months Ended September 30, 2025 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | - | ( | ) | ( | ) | ||||||||||||||
| Net Income/(loss) | - | - | ||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| For the Three Months Ended June 30, 2024 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Imputed interest | - | - | ||||||||||||||||||
| Net Income/(loss) | - | - | ||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| For the Nine Months Ended September 30, 2025 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, December 31, 2024 | $ | ( | ) | ( | ) | |||||||||||||||
| Imputed interest | - | - | - | |||||||||||||||||
| Net Income/(loss) | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, September 30 , 2025 | $ | ( | ) | $ | ( | ) | ||||||||||||||
| For the Nine Months Ended September 30, 2024 | ||||||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||
| Imputed interest | - | - | - | |||||||||||||||||
| Net Income/(loss) | - | - | - | |||||||||||||||||
| Balance, September 30, 2024 | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance | $ | ( | ) | $ | ( | ) | ||||||||||||||
See accompanying notes to financial statements.
| 5 |
HUBILU VENTURE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2025 | 2024 | |||||||
| For the Nine Months Ended | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Imputed interest | ||||||||
| Cumulative preferred stock dividends payable | ||||||||
| Amortization of debt discounts | ||||||||
| Loss on early extinguishment of debt | ||||||||
| Decrease (increase) in current assets: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ||||||||
| Security deposits | - | ( | ) | |||||
| Increase (decrease) in current liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Advanced rents received | ( | ) | ||||||
| Accrued expenses | ||||||||
| Security deposits payable | ||||||||
| Net cash provided by operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of investment at Cost | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds received from mortgages payable | ||||||||
| Repayments on mortgages payable | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ||||||||
| NET CHANGE IN CASH | ||||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | ||||||||
| Non-cash investing and financing transactions: | ||||||||
| Acquistion of properties financed with debt | $ | $ | ||||||
See accompanying notes to financial statements.
| 6 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
Hubilu Venture Corporation (“the Company,”
“we,” “our” or “us”) was incorporated under the laws of the state of
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated.
The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2025:
Schedule of Common Control and Ownership
| State of | ||||
| Name of Entity | Incorporation | Relationship | ||
| Hubilu Venture Corporation(1) | ||||
| Akebia Investments, LLC(2) | ||||
| Boabab Investments, LLC(2) | ||||
| Elata Investments, LLC(2) | ||||
| Kapok Investments, LLC(2) | ||||
| Lantana Investments, LLC(2) | ||||
| Mopane Investments, LLC(2) | ||||
| Sunza Investments, LLC(2) | ||||
| Trilosa Investments, LLC(2) | ||||
| Zinnia Investments, LLC(2) |
| (1) |
| (2) |
| 7 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Segment Reporting
Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates as a single segment, consisting of its property leasing operations in the Los Angeles area. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on the consolidated operating segment.
Fair Value of Financial Instruments
The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from leases with its various tenants under operating leases in accordance with a five-step model in which the Company evaluates the performance obligations in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company’s sales are predominantly generated from leasing its properties to various tenants under operating leases. These sales contain a single performance obligation, and revenue is recognized on a straight-line basis using the effective interest method, based on the Company’s borrowing rate, over the life of the leases. The Company records adjustments to revenue for incidentals and move out, or janitorial reimbursements in the same period that the related revenue is recorded.
| 8 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Earnings Per Share
The following table shows the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:
Schedule of Basic and Diluted Earnings Per Share
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income | $ | $ | $ | ( | ) | $ | ||||||||||
| Denominator: | ||||||||||||||||
| Weighted-average basic shares outstanding | ||||||||||||||||
| Effect of dilutive securities | - | |||||||||||||||
| Weighted-average diluted shares | ||||||||||||||||
| Basic earnings per share | $ | $ | $ | ( | ) | $ | ||||||||||
| Diluted earnings per share | $ | $ | $ | ( | ) | $ | ||||||||||
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
Note 2 – Going Concern
As shown in the accompanying condensed consolidated
financial statements, as of September 30, 2025, the Company has incurred recurring losses from operations resulting in an accumulated
deficit of $
The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.
Note 3 – Fair Value of Financial Instruments
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
| 9 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
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 September 30, 2025 and December 31, 2024:
Schedule of Valuation of Financial Instruments at Fair Value Recurring Basis
| Level 1 | Level 2 | Level 3 | ||||||||||
| Fair Value Measurements at September 30, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | - | $ | - | |||||||
| Total assets | - | - | ||||||||||
| Liabilities | ||||||||||||
| Due to related party | - | - | ||||||||||
| Mortgages payable, related party | - | - | ||||||||||
| Mortgages payable, net of debt discounts | - | - | ||||||||||
| Dividends payable | - | - | ||||||||||
| Convertible preferred stock payable | - | - | ||||||||||
| Total liabilities | - | |||||||||||
| Net asset (liabilities) | $ | $ | ( | ) | $ | ( | ) | |||||
| 10 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| Level 1 | Level 2 | Level 3 | ||||||||||
| Fair Value Measurements at December 31, 2024 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | - | $ | - | |||||||
| Total assets | - | - | ||||||||||
| Liabilities | ||||||||||||
| Due to related party | - | - | ||||||||||
| Mortgages payable, related party | - | - | ||||||||||
| Mortgages payable | - | - | ||||||||||
| Dividends payable | - | - | ||||||||||
| Convertible preferred stock payable | - | - | ||||||||||
| Total liabilities | - | |||||||||||
| Net asset (liabilities) | $ | $ | ( | ) | $ | ( | ) | |||||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the three months ended September 30, 2025 or the year ended December 31, 2024.
Note 4 - Real Estate
Property Acquisitions and Dispositions
On August 14,
2025, the Company, through its subsidiary, Elata Investments, LLC, closed on the acquisition of the real property located at 417 W 52nd
Place in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $
On September 24, 2025, the Company, through its subsidiary, Elata Investments,
LLC, closed on the acquisition of the real property located at 1460 Exposition Blvd. in Los Angeles. The property was vacant at the time
of purchase. The acquisition was for $
| 11 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Schedule of Real Estate
The Company’s real estate investments consisted of the following at September 30, 2025 and December 31, 2024:
Schedule of Real Estate
| September 30, 2025 | December 31, 2024 | |||||||
| Land | $ | $ | ||||||
| Buildings and capital improvements | ||||||||
| Real estate gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total real estate, net | $ | |||||||
Depreciation and amortization expense totaled
$
Summary of Changes in Real Estate Investments
The change in the real estate investments is as follows for the nine months ended September 30, 2025 and the year ended December 31, 2024:
Summary of Changes in Real Estate Property Investments
| Nine months ended | Year ended | |||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Balance, prior period | $ | $ | ||||||
| Acquisitions: | ||||||||
| Real estate investment property, at cost | ||||||||
| Capital improvements | ||||||||
| Balance, end of period | $ | $ | ||||||
Note 5 – Security Deposits
Security deposits included the following as of September 30, 2025 and December 31, 2024, respectively:
Schedule of Security Deposits
| September 30, 2025 | December 31, 2024 | |||||||
| Security deposits on office lease | ||||||||
| Security deposits | $ | $ | ||||||
| 12 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 6 – Due to Related Party
As of September 30, 2025 and December 31, 2024,
Jacaranda Investments, Inc., had provided total advances of $
Note 7 – Mortgages Payable, Related Party
The Company’s mortgages payable to related parties are as follows:
Schedule of Mortgages Payable
| Principal balance | ||||||||||||||
| September 30, | December 31, | Stated | Maturity | |||||||||||
| 2025 | 2024 | Interest Rate | Date | |||||||||||
| 2909 South Catalina Street | $ | $ | % | |||||||||||
| 1434 W. 22nd Street | $ | - | % | |||||||||||
| 1650 S. Rimpau Ave | $ | - | % | |||||||||||
| $ | ||||||||||||||
On April 10, 2017, Esteban Coaloa loaned the Company
$
On March 7, 2025, Jacaranda3 Investments, Inc.,
loaned the Company $
On June 1, 2025, Jacaranda3 Investments, Inc.,
loaned the Company $
The Company recognized $
| 13 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 8 - Mortgages Payable
Mortgages payable consists of the following at September 30, 2025 and December 31, 2024, respectively:
Schedule of Mortgages Payable
| September 30, 2025 | December 31, 2024 | Stated interest rate | Maturity Date | |||||||||||
| Principal Balance | ||||||||||||||
| September 30, 2025 | December 31, 2024 | Stated Interest Rate | Maturity Date | |||||||||||
| 3711 South Western Avenue | $ | $ | % | |||||||||||
| 2115 Portland Street | % | |||||||||||||
| 4505 Orchard Avenue | % | |||||||||||||
| 3791 S. Normandie Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 2029 W. 41st Place | % | |||||||||||||
| 1267 West 38th Street | % | |||||||||||||
| 1618 West 38th Street | % | |||||||||||||
| 4016 Dalton Avenue | % | |||||||||||||
| 1981 Estrella Ave | % | |||||||||||||
| 3921 S. Hill Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1557 West 29th Street | % | |||||||||||||
| 1650 S Rimpau Blvd | - | % | ||||||||||||
| 1434 W 22nd Street | - | % | ||||||||||||
417 W 52nd Place | - | % | ||||||||||||
| 1460 Exposition Blvd. | - | % | ||||||||||||
| 3408 S. Budlong Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3777 Ruthelen Street | % | |||||||||||||
| 1733 W. 37th Place | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1457 W. 35th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1460 N. Eastern Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 4700 S. Budlong Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1659 Roosevelt Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 802 E. 25th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 1100 W. 48th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3910 Walton Avenue | % | |||||||||||||
| 3910 Wisconsin Street | % | |||||||||||||
| 4021 Halldale Avenue | % | |||||||||||||
| 717 West 42nd Place | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3906 Denker Avenue | % | |||||||||||||
| 4009 Brighton Avenue | % | |||||||||||||
| 4517 Orchard Avenue | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| 3908 Denker Avenue | % | |||||||||||||
| 1284 W. 38th Street | ||||||||||||||
| -First Note | % | |||||||||||||
| -Second Note | % | |||||||||||||
| Hubilu general loan | - | % | ||||||||||||
| Total mortgages payable | $ | $ | ||||||||||||
| Less: unamortized debt discounts | ||||||||||||||
| Mortgages payable, net of discounts | $ | $ | ||||||||||||
| Less: current maturities | ||||||||||||||
| Mortgages payable, long-term portion | $ | $ | ||||||||||||
| 14 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
In addition to the mortgages incurred on current period property acquisitions disclosed in Note 4, the Company refinanced the following debts:
On February 5, 2025, the first and second notes
for 1457 W 35th Street were refinanced for $
On March 5, 2025, the first note for 1460 N Eastern
Avenue was refinanced for $
On July 30, 2025, the first and second notes for
1618 W 35th Street were refinanced for $
On August 4, 2025, the first note for 717 W 42nd Place was refinanced
for $
On August 4, 2025, the first and second notes for 3906 Denker Avenue
were refinanced for $
The Company realized a $
| 15 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 9 – Convertible Preferred Stock Payable
The Company has authorized
The Series A matures on September 30, 2030, and Series 1 matures on September 30, 2029.
The Preferred Stock has the following rights and privileges:
Voting – The holders of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Preferred Stock could be converted.
Conversion –
Dividends – The holders of the Preferred
Stock in preference to the holders of common stock, are entitled to receive dividends at the rate of
Liquidation – In the event of any
liquidation, dissolution, winding-up or sale or merger of the Company, whether voluntarily or involuntarily, each holder of Preferred
Stock is entitled to receive, in preference to the holders of common stock, a per-share amount equal to the original issue price of $
The predominant settlement obligation of the convertible preferred stock was considered to be the issuance of a variable number of shares to settle a fixed monetary amount. Thus, these shares are scoped into the guidance of ASC 480-10 and are accounted for as a liability.
No shares of Series A preferred stock have been issued to date. Outstanding Series 1 preferred stock is as follows:
Schedule of Outstanding Series 1 Preferred Stock
| Shares | Amount | Dividend in Arrears | Total | |||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||||||
| Dividends accrued | - | - | ||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | |||||||||||||
| 16 |
HUBILU VENTURE CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 10 – Commitments and Contingencies
Legal Matters
From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.
Note 11 – Changes in Stockholders’ Equity (Deficit)
Common Stock
The Company has authorized
Note 12 – Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For the nine months ended September 30, 2025,
and the year ended December 31, 2024, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September
30, 2025, the Company had approximately $
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2025 and December 31, 2024, respectively.
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
Note 13 – Segment Reporting
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, we determined we operate in a single reporting segment – being a provider of rental properties in a single geographic area.
As of September 30, 2025, the Company’s total real estate, net
of accumulated depreciation, was $
Schedule of Company Performance And Making Key Decisions
| 2025 | 2024 | |||||||
| For the Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Rental revenue | ||||||||
| Depreciation | ||||||||
| Other Operating Expenses | ||||||||
| Net operating income | ||||||||
| Interest Expense | ( | ) | ( | ) | ||||
| Other income (expense): | ( | ) | ( | ) | ||||
| Net Income (Loss) | ( | ) | ||||||
The key measures of segment profit or loss reviewed by our CODM are rental revenues, depreciation on properties, and interest expenses. The CODM reviews rental revenue to measure and monitor stockholder value and determine the most effective strategy of real estate investment. Depreciation and interest expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews other general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Note 14 - Subsequent Events
During the third quarter, no subsequent events occurred.
| 17 |
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Overview
We were incorporated under the laws of the state of Delaware on March 5, 2015, and are a real estate consulting, asset management and business acquisition company, which specializes in acquiring student housing income properties and development/business opportunities located near within the Los Angeles area.
Due to high demand for houses from students, non- profit, and for-profit corporate tenants around the USC Campus and neighboring Metro/subway stations, we have focused on acquiring multiple houses, remodeling and renting out. Rents have increased dramatically for houses in our target areas, allowing us to target larger and higher priced houses, while factoring in current interest rates.
With multiple properties within a small radius, we’re able to take advantage of economies of scale and benefit from property management efficiencies. Our focus is to continue acquiring houses and expand rental operations.
We purchased two new properties during the third quarter of 2025, and entered into agreements to acquire two additional properties during the fourth quarter of 2024, bringing our total properties under management to thirty-five. All properties have been purchased in conjunction with various debt financing arrangements.
Going Concern Uncertainty
As of September 30, 2025, our balance of cash on hand was $107,252, and we had negative working capital of $2,194,095 and an accumulated deficit of $2,757,513. We expect to incur further losses in the development of its business; therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In the event revenues do not materialize at the expected rates, management would seek additional financing and would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives.
The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to acquire new properties and increase revenues is largely dependent on our success in raising additional capital.
| 18 |
Results of Operations for the Three Months Ended September 30, 2025 and 2024
The following table summarizes selected items from the statement of operations for the three months ended September 30, 2025 and 2024, respectively.
| For the Three Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Increase/(Decrease) | ||||||||||
| Rental revenue | 628,792 | 616,393 | 12,399 | |||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 65,092 | 37,145 | 27,947 | |||||||||
| Salaries and benefits | 16,100 | 35,300 | (19,200 | ) | ||||||||
| Utilities | 16,073 | 7,760 | 8,313 | |||||||||
| Professional fees | 14,495 | 35,867 | (21,372 | ) | ||||||||
| Property taxes | 76,288 | 44,403 | 31,885 | |||||||||
| Repairs and maintenance | 4,395 | 8,822 | (4,427 | ) | ||||||||
| Depreciation | 71,837 | 64,028 | 7,809 | |||||||||
| Total operating expenses | 264,280 | 233,325 | 30,955 | |||||||||
| Net operating income | 364,512 | 383,068 | (18,556 | ) | ||||||||
| Other income (expense): | - | |||||||||||
| Consulting Income | 29,900 | 29,900 | ||||||||||
| Interest income | 125 | 125 | ||||||||||
| Interest expense | (367,980 | ) | (315,229 | ) | (70,509 | ) | ||||||
| Dividends expense | (6,541 | ) | (6,541 | ) | 0 | |||||||
| Loss on early extinguishment of debt | (16,487 | ) | 5,224 | (21,711 | ) | |||||||
| Other Income | - | - | ||||||||||
| Total other income (expense) | (360,983 | ) | (316,546 | ) | (62,195 | ) | ||||||
| Net loss | 3,529 | 66,522 | (80,751 | ) | ||||||||
Revenues
Our total revenues increased to $628,792 for the three months ended September 30, 2025, compared to $616,393 for the three months ended September 30, 2024, an increase of $12,399, or 2%. The increase is due primarily to additional rental properties acquired during the current period.
General and Administrative
General and administrative expenses for the three months ended September 30, 2025 was $65,092, compared to $37,145 for the three months ended September 30, 2024, an increase of $27,947, or 75%. General and administrative expenses increased primarily due to increased property management costs incurred during the current period.
Salaries and Benefits
Salaries and benefits expenses for the three months ended September 30, 2025 was $16,100, compared to $35,300 for the three months ended September 30, 2024, a decrease of $19,200, or 54%. Salaries and benefits decreased primarily due to decreased compensation paid to our vice president during the current period.
| 19 |
Utilities
Utilities expense for the three months ended September 30, 2025 was $16,074, compared to $7,760 for the three months ended September 30, 2024, an increase of $8,314, or 107%. Utilities expense increased due to additional tenants that have not reimbursed the Company for their share of utilities during the current period.
Professional Fees
Professional fees for the three months ended September 30, 2025 was $14,495, compared to $35,867 for the three months ended September 30, 2024, a decrease of $21,372, or 60%. Professional fees consisted of legal, audit and accounting fees, which increased primarily due to increased compliance costs related to our public filings with the SEC, and legal costs related to the acquisition of properties acquired during the current period.
Property Taxes
Property tax expense for the three months ended September 30, 2025 was $76,288, compared to $44,403 for the three months ended September 30, 2024, an increase of $31,855, or 72%. The increase is primarily due to the acquisition of additional properties during the current period.
Repairs and Maintenance
Repairs and maintenance expense for the three months ended September 30, 2025 was $4,395, compared to $8,822 for the three months ended September 30, 2024, a decrease of $4,427, or 50%. Repairs and maintenance expense decreased due to less repairs on certain properties during the current period.
Depreciation
Depreciation expense for the three months ended September 30, 2025 was $71,837, compared to $64,028 for the three months ended September 30, 2024, an increase of $7,809, or 12%. Depreciation expense decreased during the current period due to recent property acquisitions now being depreciated.
Other Income (Expense)
Other expense for the three months ended September 30, 2025 was $360,983, compared to $316,546 for the three months ended September 30, 2024, an increase of $44,437, or 14%. During the three months ended September 30, 2024, other expense consisted of $6,541 of dividends expense, $367,980 of interest expense, and a $16,487 loss on early extinguishment of debt. It also includes other income of $29,900 as consulting income and $125 as interest income. During the three months ended September 30, 2024, other expense consisted of $6,541 of dividends expense, $315,229 of interest expense and a $5,224 gain on early extinguishment of debt related to the refinancing of one of our mortgages.
Net Loss (income)
Net income for the three months ended September 30, 2025 was $3,529, compared to net income of $66,522 for the three months ended September 30, 2024, a decrease of $62,933. The increased net loss was primarily due to increased general and administrative expense, property tax, repairs and maintenance costs and interest expense, as partially offset by increased revenues during the current period.
| 20 |
Results of Operations for the Nine Months Ended September 30, 2025 and 2024
The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2025 and 2024, respectively.
| For the Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Increase/(Decrease) | ||||||||||
| Rental revenue | 1,588,731 | 1,666,452 | (77,721 | ) | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 223,081 | 133,117 | 89,964 | |||||||||
| Salaries and benefits | 50,775 | 69,300 | (18,525 | ) | ||||||||
| Utilities | 37,506 | 26,308 | 11,198 | |||||||||
| Professional fees | 87,286 | 110,167 | (22,881 | ) | ||||||||
| Property taxes | 196,848 | 143,945 | 52,903 | |||||||||
| Repairs and maintenance | 160,377 | 114,610 | 45,767 | |||||||||
| Depreciation | 198,376 | 159,101 | 39,275 | |||||||||
| Total operating expenses | 954,249 | 756,548 | 197,702 | |||||||||
| Net operating income | 634,482 | 909,904 | (275,423 | ) | ||||||||
| Other income (expense): | - | |||||||||||
| Consulting Income | 43,000 | 43,000 | ||||||||||
| Interest income | 481 | 481 | ||||||||||
| Interest expense | (1,084,202 | ) | (828,461 | ) | (273,499 | ) | ||||||
| Dividends expense | (19,408 | ) | (19,479 | ) | 71 | |||||||
| Loss on early extinguishment of debt | (26,716 | ) | (58,179 | ) | 31,463 | |||||||
| Other Income | 1,990 | 1,990 | ||||||||||
| Total other income (expense) | (1,084,855 | ) | (906,119 | ) | (196,494 | ) | ||||||
| Net loss | (450,373 | ) | 3,785 | (471,918 | ) | |||||||
Revenues
Our total revenues increased to $1,588,731 for the nine months ended September 30, 2025, compared to $1,666,452 for the nine months ended September 30, 2024, a decrease of $77,721, or 5%. The decrease is due to decreased rental rates and occupancies during the current period.
General and Administrative
General and administrative expenses increased to $223,081for the nine months ended September 30, 2025, compared to $133,117 for the nine months ended September 30, 2024, an increase of $89,964, or 68%. General and administrative expenses increased primarily due to increased property management costs incurred during the current period.
Salaries and Benefits
Salaries and benefits expenses for the nine months ended September 30, 2025 was $50,775, compared to $69,300 for the nine months ended September 30, 2024, an increase of $18,525, or 27%. Salaries and benefits decreased primarily due to decreased compensation paid to our vice president during the current period.
| 21 |
Utilities
Utilities expense for the nine months ended September 30, 2025 was $37,506, compared to $26,300 for the nine months ended September 30, 2024, an increase of $11,198, or 43%. Utilities expense increased due to additional tenants that have not reimbursed the Company for their share of utilities during the current period.
Professional Fees
Professional fees for the nine months ended September 30, 2024 was $87,286, compared to $110,167 for the nine months ended September 30, 2024, an increase of $22,881 or 21%. Professional fees consisted of legal, audit and accounting fees, which increased primarily due to increased audit work, compliance costs related to our public filings with the SEC, and legal costs related to the acquisition of properties acquired during the current period.
Property Taxes
Property tax expense for the nine months ended September 30, 2025 was $196,848, compared to $143,945 for the nine months ended September 30, 2024, an increase of $52,903, or 37%. The increase is primarily due to the acquisition of additional properties during the current period.
Repairs and Maintenance
Repairs and maintenance expense for the nine months ended September 30, 2025 was $160,377, compared to $114,610 for the nine months ended September 30, 2024, an increase of $45,767, or 40%. Repairs and maintenance expense increased due to greater repairs on certain properties during the current period.
Depreciation
Depreciation expense for the nine months ended September 30, 2025 was $198,376, compared to $159,101 for the nine months ended September 30, 2024, an increase of $39,275, or 25%. Depreciation expense increased during the current period due to acquiring new assets during this period.
Other Income (Expense)
Other expense for the nine months ended September 30, 2025 was $1,084,855 compared to $906,119 for the nine months ended September 30, 2024, an increase of $178,736, or 20%. During the nine months ended September 30, 2024, other expense consisted of $19,408 of dividends expense, $1,084,202 of interest expense, and a $26,716 loss on early extinguishment of debt. It also include consulting income of $43,000 and interest income of $481. During the nine months ended September 30, 2024, other expense consisted of $19,479 of dividends expense, $828,461of interest expense, and $58,179 loss on early extinguishment of debt related to the refinancing of two of our mortgages.
Net Loss (income)
Net loss for the nine months ended September 30, 2025 was $450,373, compared to net income of $3,785 for the nine months ended September 30, 2024, a decrease of $454,158, or 11,999%. The increased net loss was primarily due to increased operating expenses and interest expense, as partially offset by increased revenues during the current period.
| 22 |
Liquidity and Capital Resources
The following table summarizes our total current assets, liabilities and working capital as of September 30, 2025 and December 31, 2024.
| September 30, 2025 | December 31, 2024 | |||||||
| Current Assets | $ | 140,458 | $ | 14,262 | ||||
| Current Liabilities | $ | 2,334,553 | $ | 2,596,857 | ||||
| Working Capital Deficit | $ | (2,194,095 | ) | $ | (2,582,595 | ) | ||
As of September 30, 2025 we had negative working capital of $2,194,095. 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 and debt financing. As of September 30, 2025, we had cash of $107,252, total liabilities of $25,293,715, and an accumulated deficit of $2,757,513. As of December 31, 2024, we had cash of $9,799, total liabilities of $22,228,209, and an accumulated deficit of $2,307,140.
Cash Flow
Comparison of the Nine Months Ended September 30, 2025 and the Nine Months Ended September 30, 2024
The following table sets forth the primary sources and uses of cash for the periods presented below:
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by operating activities | $ | 53,715 | $ | 354,703 | ||||
| Net cash used in investing activities | (735,114 | ) | (1,203,313 | ) | ||||
| Net cash provided by (used in) financing activities | 778,852 | 882,483 | ||||||
| Net change in cash | $ | 97,453 | $ | 33,873 | ||||
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $53,715 for the nine months ended September 30, 2025, compared to $354,703 for the nine months ended September 30, 2024, a decrease of $300,988, or 85%. The decrease was primarily due to higher expenses in the current period.
Net Cash Used in Investing Activities
Net cash used in investing activities was $735,114 for the nine months ended September 30, 2025, compared to $1,203,313 for the nine months ended September 30, 2024, a decrease of $468,199, or 39%. This decrease was primarily attributable to purchasing less properties in the current period.
Net Cash Provided by (Used in) Financing Activities
Net cash provided by financing activities was $778,852, for the nine months ended September 30, 2025, compared to net cash provided by financing activities of $882,483 for the nine months ended September 30, 2024, a decrease of $103,631 or 12%. Our decreased cash provided by financing activities was primarily due to decreased proceeds received and increased repayments on debt financing received in the current period.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2025 there were no changes to the application of critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
| 23 |
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.
All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, who are one in the same, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective. In performing the above-referenced assessment, our management identified the following material weaknesses:
●The Company does not have adequate segregation of duties in the handling of their financial reporting. This is caused by a very limited number of personnel.
●The Company’s system of internal controls failed to identify multiple journal entries that were identified by the Company’s external auditor.
●The Company has no formal control process related to the identification and approval of related party transactions.
●The Company’s accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters.
We believe the weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically feasible. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the appointment of additional qualified personnel to address inadequate segregation of duties and implement modifications to our financial controls to address such inadequacies, by the end of our 2025 fiscal year as resources allow.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
During the nine-month period ended September 30, 2025, 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.
| 24 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.
Item 1A. Risk Factors
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
| 25 |
Item 6. Exhibits
| Exhibit | Description of Document | |
| 3.1 | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Form S-1 filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 21, 2015) | |
| 3.2 | Certificate of Correction of Certificate of Incorporation (incorporated by reference to Exhibit 3.1a of Form S-1 filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 21, 2015) | |
| 3.3 | Bylaws (incorporated by reference to Exhibit 3.2 of Form S-1 filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 21, 2015) | |
| 3.4 | Form of Stock Certificate (incorporated by reference to Exhibit 3.3 of Form 8-A12G filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 21, 2016) | |
| 4.1 | Certificate of Designations of 5% Voting, Cumulative Convertible Series A Preferred Stock (incorporated by reference to Exhibit 4.1 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 21, 2016) | |
| 4.2 | Certificate of Designations of 5% Voting, Cumulative Convertible Series 1 Preferred Stock (incorporated by reference to Exhibit 4.2 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 21, 2016) | |
| 4.3 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 of Form 10-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 16, 2024) | |
| 10.1* | Fixed Rate Note Secured by Deed of Trust, dated as of February 5, 2025, among Mopane Investments, LLC and Investor Mortgage Finance, LLC | |
| 10.2* | Commercial Promissory Note Secured by Deed of Trust, dated as of March 5, 2025, among Mopane Investments, LLC and LendingOne, LLC | |
| 10.3* | Fixed Adjustable Rate Note Secured by Deed of Trust, dated as of May 7, 2025, among Elata Investments, LLC and Investor Mortgage Finance, LLC | |
| 10.4* | Promissory Note Secured by Deed of Trust, dated as of May 8, 2025, among Elata Investments, LLC and Jacaranda3 Investments, Inc. | |
| 10.5* | Promissory Note Secured by Deed of Trust, dated May 27, 2025, among Elata Investments, LLC and Vontive, Inc. | |
| 10.6* | Promissory Note Secured by Deed of Trust, dated as of June 1, 2025, among Elata Investments, LLC and Jacaranda3 Investments, Inc. | |
| 10.7* | Fixed Adjustable Rate Note Secured by Deed of Trust, dated July 30, 2025, among Elata Investments, LLC Investor Mortgage Finance, LLC. | |
| 10.8* | Fixed Adjustable Rate Note Secured by Deed of Trust, dated August 4, 2025, among Trilosa Investments, LLC Investor Mortgage Finance, LLC. | |
| 10.9* | Fixed Adjustable Rate Note Secured by Deed of Trust, dated August 4, 2025, among Trilosa Investments, LLC Investor Mortgage Finance, LLC. | |
| 10.10* | Promissory Note Secured by Deed of Trust, dated as of August 8, 2025, among Elata Investments, LLC and Center Street Lending VIII SPE, LLC. | |
| 10.11* | Promissory Note Secured by Deed of Trust, dated as of September 17, 2025, among Elata Investments, LLC and Center Street Lending VIII SPE, LLC. | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) | |
| 32.1* | Certification of the Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of the Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
| 26 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HUBILU VENTURE CORPORATION | |
| November 17, 2025 | /s/ David Behrend |
| David Behrend | |
| Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) |
| 27 |
FAQ
What did Hubilu Venture Corporation (HBUV) report for Q3 2025 net income?
What were Hubilu Venture’s rental revenues for the nine months ended September 30, 2025?
How leveraged is Hubilu Venture Corporation as of September 30, 2025?
What liquidity position does HBUV report in its Q3 2025 10-Q?
Did Hubilu Venture Corporation issue any new common stock in the first nine months of 2025?
What property acquisitions did Hubilu Venture complete in Q3 2025?
Does the Q3 2025 10-Q mention a going concern risk for HBUV?
