UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~September~~March 3031, ~~2025~~ 2026

☐ 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)

Delaware		47-3342387
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
205 South Beverly Drive, Suite 205 Beverly Hills, CA		90212
(Address of Principal Executive Offices)		(Zip Code)

205 South Beverly Drive, Suite 205

Beverly Hills, CA

90212

(Address of Principal Executive Offices)

(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging ~~Growth~~growth ~~Company~~company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A HBUV ~~OTCID~~OTC Pink

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~November 14~~May 15, ~~2025~~2026 the number of shares outstanding of the issuer’s sole class of common stock, $0.001 par value per share, is 26,237,125.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
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

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures about Market Risk	19
Item 4. Controls and Procedures	19
PART II — OTHER INFORMATION	20
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	20
SIGNATURES	21

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

HUBILU VENTURE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash		~~107~~151,~~252~~782			952,~~799~~071
Accounts receivable		3368,~~206~~462			464,~~463~~178
Total current assets		140,458			14,262
Prepaid Expenses		-			8,330
Total current assets		220,244			124,579
Real estate:
Land		15,~~887~~889,~~177~~273			1415,~~547~~889,~~789~~273
Building and capital improvements		8,~~714~~754,~~292~~088			78,~~326~~738,~~066~~731
Less: accumulated depreciation		(1,~~151~~298,~~508~~305	)		(~~953~~1,~~132~~224,813	)
Total real estate, net		23,~~449~~345,~~961~~056			2023,~~920~~403,~~723~~191
Security deposits		6,600			6,600
Total assets		23,~~597~~571,~~019~~900			2023,~~941~~534,~~585~~370
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		98,~~695~~513			434,~~982~~655
Advanced rents received		3119,~~439~~019			2740,~~875~~189
Accrued interest		~~195~~300,~~146~~901			87257,~~366~~229
Security deposits payable		~~205~~186,~~043~~328			96197,~~440~~568
Due to related party, current maturities		474,271			474,271
Mortgages payable, net of debt discounts, current maturities		1419,~~194,068~~061			1,~~700~~326,~~440~~091
Dividends payable		~~224~~237,~~891~~865			~~205~~231,~~483~~449
Total current liabilities		21,~~334~~645,~~553~~958			2,~~596~~561,~~857~~452
Mortgages payable, related party		1997,~~017,~~094			~~599~~1,~~594~~017,094
Mortgages payable, net of debt discounts		2122,~~421~~343,~~668~~373			1821,~~511~~213,~~358~~070
Convertible preferred stock payable		520,400			520,400
Total liabilities		25,~~293~~506,~~715~~825			2225,~~228~~312,~~209~~016
Stockholders’ equity (deficit):
Common stock, $0.001 par value, 100,000,000 shares authorized, 26,237,125 shares issued and outstanding		26,237			26,237
Additional paid-in capital		1,~~034~~069,~~580~~597			~~994~~1,~~279~~054,699
Accumulated deficit		(23,~~757~~030,~~513~~759	)		(2,~~307~~858,~~140~~582	)
Total stockholders’ equity (deficit)		(1,~~696~~934,~~696~~925	)		(1,~~286~~777,~~624~~646	)
Total liabilities and stockholders’ equity (deficit)		23,~~597~~571,~~019~~900			2023,~~941~~534,~~585~~370

See accompanying notes to financial statements.

HUBILU VENTURE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2025			2024			2025			2024
	2026			2025
Rental revenue		~~628~~593,~~792~~738			~~616~~383,~~393~~512			~~1,588,731~~			~~1,666,452~~
Operating expenses:
General and administrative		6550,~~092~~526			3759,~~145~~273			~~223,081~~			~~133,117~~
Salaries and benefits		16,~~100~~500			3515,~~300~~600			~~50,775~~			~~69,300~~
Utilities		1615,~~073~~218			79,~~760~~276			~~37,506~~			~~26,308~~
Professional fees		1425,~~495~~783			35,~~867~~224			~~87,286~~			~~110,167~~
Property taxes		7673,~~288~~888			4446,~~403~~600			~~196,848~~			~~143,945~~
Repairs and maintenance		488,~~395~~087			8107,~~822~~992			~~160,377~~			~~114,610~~
Depreciation		7173,~~837~~492			6461,~~028~~745			~~198,376~~			~~159,101~~
Total operating expenses		~~264~~343,~~280~~494			~~233~~335,~~325~~710			~~954,249~~			~~756,548~~
Net operating income		~~364~~250,~~512~~244			~~383~~47,~~068~~802			~~634,482~~			~~909,904~~
Other income (expense):
Consulting Income		~~29,900~~-						~~43,000~~
Interest income		~~125~~-			107			~~481~~
Interest expense		(~~367~~396,~~980~~003	)		(~~315~~353,~~229~~842	)		~~(1,084,202~~	)		~~(828,461~~	)
Dividends expense		(6,~~541~~416	)		(6,~~541~~398	)		~~(19,408~~	)		~~(19,479~~	)
Gain/(Loss) on early extinguishment of debt		(1620,~~487~~002	)		5(10,~~224~~229	)		~~(26,716~~	)		~~(58,179~~	)
Other Income		-						~~1,990~~
Total other income (expense)		(~~360~~422,~~983~~421	)		(~~316~~370,~~546~~362	)		~~(1,084,855~~	)		~~(906,119~~	)
Net Income/(loss)		3(172,~~529~~177	)		66(322,~~522~~560	)		~~(450,373~~	)		~~3,785~~
Weighted average common shares outstanding - basic		26,237,125			26,237,125			26,237,125			26,237,125
Weighted average common shares outstanding - basic and diluted		26,237,125			26,237,125
Net loss per common share - basic	$	0.000		$	0.003		$	(0.017	)	$	0.000
Net loss per common share - basic and diluted		(0.01	)		(0.01	)
Weighted average common shares outstanding - diluted		33,765,317			35,874,162			26,237,125			35,874,162
Net income per common share - diluted	$	0.00		$	0.00		$	(0.02	)	$	0.00

  See accompanying notes to financial statements.

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
For the Three Months Ended March 31, 2026
					Additional						Total
											Total
	Common Stock				Paid-In			Accumulated			Stockholders’
					Additional						Stockholders’
	Shares		Amount		Capital			Deficit			Equity (Deficit)
	Common Stock				Paid-In			Accumulated			Equity
Balance, June 30, 2025		26,237,125	$	26,237	$	1,038,672		$	(2,761,042	)	$	(1,696,133	)
	Shares		Amount		Capital			Deficit			(Deficit)
Imputed interest		-		-		(4,092	)					(4,092	)
Balance, December 31, 2025	$	26,237,125	$	26,237	$	1,054,699		$	(2,858,582	)	$	(1,777,646	)
Net Income/(loss)		-		-					3,529			3,529
Imputed interest		-		-		14,898						14,898
Balance, September 30, 2025		26,237,125	$	26,237	$	1,034,580		$	(2,757,513	)	$	(1,696,696	)
Net Income/(loss)		-		-					(172,177	)		(172,177	)
Balance, March 31, 2026		26,237,125	$	26,237	$	1,069,597		$	(3,030,759	)	$	(1,934,925	)

	For the Three Months Ended June 30, 2024
For the Three Months Ended March 31, 2025
					Additional					Total
										Total
	Common Stock				Paid-In		Accumulated			Stockholders’
					Additional					Stockholders’
	Shares		Amount		Capital		Deficit			Equity (Deficit)
	Common Stock				Paid-In		Accumulated			Equity
Balance, June 30, 2024		26,237,125	$	26,237	$	956,726	$	(2,183,640	)	$	(1,200,677	)
	Shares		Amount		Capital		Deficit			(Deficit)
Imputed interest		-		-		20,940					20,940
Balance, December 31, 2024		26,237,125	$	26,237	$	994,279	$	(2,307,140	)	$	(1,286,624	)
Net Income/(loss)		-		-				66,522			66,522
Balance		26,237,125	$	26,237	$	994,279	$	(2,307,140	)	$	(1,286,624	)
Balance, September 30, 2024		26,237,125	$	26,237	$	977,666	$	(2,117,118	)	$	(1,113,215	)
Imputed interest		-		-		21,973					21,973
Net Income/(loss)		-		-				(322,560	)		(322,560	)
Balance, March 31, 2025		26,237,125	$	26,237	$	1,016,252	$	(2,629,700	)	$	(1,587,211	)
Balance		26,237,125	$	26,237	$	1,016,252	$	(2,629,700	)	$	(1,587,211	)

	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		26,237,125		26,237		994,279	$	(2,307,140	)		(1,286,624.00	)
Imputed interest		-		-		40,301		-			40,301
Net Income/(loss)		-		-		-		(450,373	)		(450,373	)
Balance, September 30 , 2025		26,237,125		26,237		1,034,580	$	(2,757,513	)	$	(1,696,696	)

See accompanying notes to financial statements.

	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		26,237,125		26,237		911,894		(2,120,903	)		(1,182,772	)
Balance		26,237,125		26,237		911,894		(2,120,903	)		(1,182,772	)
Imputed interest		-		-		65,772		-			65,772
Net Income/(loss)		-		-		-		3,785			3,785
Balance, September 30, 2024		26,237,125		26,237	$	977,666		(2,117,118	)	$	(1,113,215	)
Balance		26,237,125		26,237	$	977,666		(2,117,118	)	$	(1,113,215	)

~~See~~HUBILU VENTURE ~~accompanying notes to financial statements.~~CORPORATION

5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~HUBILU VENTURE CORPORATION~~(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2026			2025
	For the Three Months Ended
	March 31
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(172,177	)		(322,560	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		73,492			61,745
Imputed interest		14,898			21,973
Cumulative preferred stock dividends payable		6,416			6,398
Impairment of Investment in Securities
Amortization of debt discounts		8,136			11,804
Loss on early extinguishment of debt		20,002			10,229
Decrease (increase) in current assets:
Accounts receivable		(4,284	)		(29,083	)
Prepaid expenses		8,330
Security deposits		-			-
Increase (decrease) in current liabilities:
Accounts payable		(26,142	)		35,490
Advanced rents received		(21,170	)		12,323
Accrued expenses		43,672			7,142
Security deposits payable		(11,240	)		55,693

Net cash provided by operating activities		(60,067	)		(128,846	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(15,357	)		(65,538	)
Purchase of investment at Cost		-
Net cash used in investing activities		(15,357	)		(65,538	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from mortgages payable		263,089			294,416
Repayments on mortgages payable		(87,954	)		(56,169	)
Net cash provided by (used in) financing activities		175,135			238,247

NET CHANGE IN CASH		99,711			43,863
CASH AT BEGINNING OF PERIOD		52,071			9,799
CASH AT END OF PERIOD		151,782			53,662

SUPPLEMENTAL INFORMATION:
Interest paid		321,727			312,923
Income taxes paid

Non-cash investing and financing transactions:
Acquistion of properties financed with debt

~~(Unaudited)~~See accompanying notes to financial statements.

	2025			2024
	For the Nine Months Ended
	September 30
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(450,373	)	$	3,785
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		198,376			159,101
Imputed interest		40,301			65,772
Cumulative preferred stock dividends payable		19,408			19,479
Amortization of debt discounts		23,370
Loss on early extinguishment of debt		26,716			58,179
Decrease (increase) in current assets:
Accounts receivable		(28,743	)		(673	)
Prepaid expenses					9,500
Security deposits		-			(18,870	)
Increase (decrease) in current liabilities:
Accounts payable		4,713			(8,984	)
Advanced rents received		3,564			(2,690	)
Accrued expenses		107,780			49,137
Security deposits payable		108,603			20,967
Net cash provided by operating activities		53,715			354,703
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(735,114	)		(1,138,373	)
Purchase of investment at Cost					(64,940	)
Net cash used in investing activities		(735,114	)		(1,203,313	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from mortgages payable		970,955			1,007,185
Repayments on mortgages payable		(192,103	)		(124,702	)
Net cash provided by (used in) financing activities		778,852			882,483
NET CHANGE IN CASH		97,453			33,873
CASH AT BEGINNING OF PERIOD		9,799			24,564
CASH AT END OF PERIOD	$	107,252		$	58,437
SUPPLEMENTAL INFORMATION:
Interest paid	$	898,885		$	707,145
Income taxes paid
Non-cash investing and financing transactions:
Acquistion of properties financed with debt	$	1,992,500		$	2,811,900

~~See~~HUBILU VENTURE ~~accompanying~~CORPORATION Notes ~~notes~~ to ~~financial~~Condensed ~~statements.~~Consolidated Financial Statements

6(Unaudited)

~~HUBILU~~Note 1 ~~VENTURE~~– ~~CORPORATION~~Nature of Business and Significant Accounting Policies

~~Notes~~Nature of ~~to Condensed Consolidated Financial Statements~~Business

Hubilu Venture Corporation (~~Unaudited~~“the Company,” “we,” “our” or “us”) 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 within the Los Angeles area. The Company currently owns thirty properties within the Los Angeles area under a total of nine subsidiaries in the form of Limited Liability Companies.

~~Note 1 – Nature~~ Basis of ~~Business and Significant Accounting Policies~~Presentation

~~Nature~~The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Business~~America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated.

~~Hubilu~~The unaudited ~~Venture~~condensed ~~Corporation~~consolidated (“financial statements of the Company~~,” “we,”~~ ~~“our”~~and orthe ~~“us”)~~accompanying ~~was~~notes ~~incorporated~~included ~~under~~in ~~the~~this ~~laws~~Quarterly ofReport on Form 10-Q are unaudited. In the ~~state~~opinion of ~~Delaware~~management, onall ~~March~~adjustments 2,necessary ~~2015~~for ~~and~~a fair presentation of the Condensed Consolidated isFinancial aStatements ~~real~~have ~~estate~~been ~~consulting~~included. Such adjustments are of a normal, ~~asset~~recurring ~~management~~nature. The Condensed Consolidated Financial Statements, and ~~business~~the ~~acquisition~~accompanying ~~company~~notes, ~~which~~are ~~specializes~~prepared in ~~acquiring~~accordance ~~student~~with ~~housing~~GAAP and ~~corporate income~~do ~~properties~~not ~~and~~contain ~~development/business~~certain ~~opportunities~~information ~~located~~included ~~near~~in the ~~Los~~Company’s Annual ~~Angeles~~Report ~~Metro/subway~~on ~~stations~~Form ~~and~~10-K ~~within~~for the ~~Los~~fiscal ~~Angeles~~year ended December 31, 2025. The interim Condensed Consolidated Financial Statements should ~~area~~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.

~~Basis~~ Principles of ~~Presentation~~Consolidation

The accompanying consolidated financial statements ~~have~~ ~~been~~include ~~prepared in accordance with accounting principles generally accepted in~~ the ~~United~~accounts ~~States~~ of ~~America~~the ~~(U.S.~~following ~~GAAP)~~entities, ~~and~~all ~~the rules~~ of ~~the~~which ~~Securities~~were ~~and~~under ~~Exchange~~common ~~Commission (SEC). Intercompany accounts~~ control and ~~transactions~~ownership ~~have~~at ~~been~~March ~~eliminated.~~31, 2026:

~~The~~ Schedule ~~unaudited condensed consolidated financial statements~~ of ~~the~~Common ~~Company~~Control 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.Ownership

Principles of Consolidation

	State of
Name of Entity	Incorporation	Relationship
Hubilu Venture Corporation⁽¹⁾	Delaware	Parent
Akebia Investments, LLC⁽²⁾	Wyoming	Subsidiary
Boabab Investments, LLC⁽²⁾	Wyoming	Subsidiary
Elata Investments, LLC⁽²⁾	Wyoming	Subsidiary
Kapok Investments, LLC⁽²⁾	Wyoming	Subsidiary
Lantana Investments, LLC⁽²⁾	Wyoming	Subsidiary
Mopane Investments, LLC⁽²⁾	Wyoming	Subsidiary
Sunza Investments, LLC⁽²⁾	Wyoming	Subsidiary
Trilosa Investments, LLC⁽²⁾	Wyoming	Subsidiary
Zinnia Investments, LLC⁽²⁾	Wyoming	Subsidiary

~~The~~(1) ~~accompanying~~Holding ~~consolidated~~company ~~financial~~in ~~statements include~~ the ~~accounts~~form of ~~the~~a ~~following entities, all of which were under common control and ownership at September 30, 2025:~~corporation

~~Schedule~~(2) Wholly-owned subsidiary in the form of ~~Common~~a ~~Control~~limited ~~and~~liability ~~Ownership~~corporation

	State of
Name of Entity	Incorporation	Relationship
Hubilu Venture Corporation(1)	Delaware	Parent
Akebia Investments, LLC(2)	Wyoming	Subsidiary
Boabab Investments, LLC(2)	Wyoming	Subsidiary
Elata Investments, LLC(2)	Wyoming	Subsidiary
Kapok Investments, LLC(2)	Wyoming	Subsidiary
Lantana Investments, LLC(2)	Wyoming	Subsidiary
Mopane Investments, LLC(2)	Wyoming	Subsidiary
Sunza Investments, LLC(2)	Wyoming	Subsidiary
Trilosa Investments, LLC(2)	Wyoming	Subsidiary
Zinnia Investments, LLC(2)	Wyoming	Subsidiary

Use of Estimates

~~(1)~~The preparation ~~Holding~~of ~~company~~financial statements in conformity with accounting principles generally accepted in the ~~form~~United States of aAmerica ~~corporation~~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.

~~(2) Wholly-owned subsidiary in the form of a limited liability corporation.~~Segment Reporting

7Under 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.

~~HUBILU VENTURE CORPORATION~~7

HUBILU VENTURE CORPORATION Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Use~~Fair Value of ~~Estimates~~Financial Instruments

The Company ~~preparation~~discloses the fair value of ~~financial~~certain ~~statements~~assets and liabilities in ~~conformity~~ accordance with ~~accounting~~ASC ~~principles~~820 ~~generally~~– ~~accepted~~Fair inValue ~~the~~Measurement ~~United~~and ~~States~~Disclosures (ASC of820). ~~America~~Under ~~requires~~ASC ~~management~~820-10-05, tothe ~~make~~FASB ~~estimates~~establishes ~~and~~a ~~assumptions~~framework ~~that may~~for ~~affect~~measuring ~~the~~fair ~~reported~~value ~~amounts~~in ofgenerally ~~assets~~accepted accounting principles and ~~liabilities~~expands ~~and~~disclosures ~~disclosure~~about offair ~~contingent~~value ~~assets~~measurements. ~~and~~This ~~liabilities~~Statement atreaffirms that fair value is the ~~date~~relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements ~~and~~as ~~the~~reflected ~~reported~~herein. The carrying amounts of ~~revenues~~cash, accounts receivable, accounts payable and accrued expenses ~~during~~reported on the ~~reporting~~balance ~~period.~~sheets ~~Actual~~are ~~results~~estimated ~~could~~by ~~differ~~management to ~~from~~approximate ~~these~~fair ~~estimates~~value primarily due to the short-term nature of the instruments.

~~Segment Reporting~~Revenue Recognition

~~Under~~The Company recognizes revenue in accordance with ASC ~~280~~606, ~~Segment~~Revenue ~~Reporting~~from Contracts with Customer. Under ASC 606, ~~operating segments~~the ~~are~~Company ~~defined~~recognizes revenue asfrom ~~components~~leases ofwith anits ~~enterprise~~various ~~where~~tenants ~~discrete~~under ~~financial~~operating ~~information~~leases isin ~~available~~accordance ~~that~~with isa ~~evaluated~~five-step ~~regularly~~model byin which the ~~chief~~ ~~operating~~Company ~~decision~~evaluates the ~~maker~~performance ~~(“CODM”),~~obligations in ~~deciding~~an ~~how~~amount that reflects the consideration which the Company expects to ~~allocate~~be ~~resources~~entitled ~~and~~to receive in ~~assessing~~exchange for ~~performance~~those services. ~~The~~To determine revenue recognition for arrangements that the Company ~~operates as~~determines aare ~~single~~within ~~segment,~~the ~~consisting~~scope of ~~its~~ASC ~~property~~606, ~~leasing~~the Company ~~operations~~performs inthe following five steps: (1) identify the ~~Los~~contract(s) ~~Angeles~~with ~~area.~~a ~~Therefore~~customer, (2) identify the ~~Company’s~~performance ~~Chief~~obligations ~~Executive~~in ~~Officer~~the contract, ~~who~~(3) isdetermine ~~also~~ the ~~CODM~~transaction price, ~~makes~~(4) ~~decisions~~allocate ~~and~~the ~~manages~~transaction price to the ~~Company’s~~performance ~~operations~~obligations ~~based~~in onthe contract and (5) recognize revenue when (or as) the ~~consolidated~~entity ~~operating~~satisfies ~~segment~~a performance obligation.

~~Fair~~The Company’s ~~Value~~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 ~~Financial~~the ~~Instruments~~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 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.8

~~Revenue~~HUBILU VENTURE ~~Recognition~~CORPORATION Notes to Condensed Consolidated Financial Statements

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: (1Unaudited) 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~~Basic ~~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~~Diluted ~~is recognized on a straight-line basis using the effective interest method, based on the Company’s borrowing~~Loss ~~rate,~~Per ~~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.~~Share

8The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. As of March 31, 2026 there were 30,636,970 potentially dilutive shares outstanding. For the three months ended March 31, 2026 and 2025, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

~~HUBILU VENTURE CORPORATION~~Recent ~~Notes~~Accounting ~~to Condensed Consolidated Financial Statements~~Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (~~Unaudited~~“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.

~~Earnings~~Note 2 ~~Per~~– ~~Share~~Going Concern

~~The~~As shown ~~following~~in ~~table~~the ~~shows~~accompanying ~~the~~condensed ~~computation~~consolidated financial statements, as of ~~basic~~March 31, 2026, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $3,030,759 with negative working capital of $1,425,714 and ~~diluted~~cash ~~earnings~~on ~~per~~hand ~~share~~of ~~for~~$151,782, which may not be sufficient to sustain operations. These factors raise substantial doubt about the ~~three~~Company’s ~~and~~ability ~~nine~~to ~~months~~continue as ~~ended~~a ~~September~~going 30concern. Management is actively working to increase occupancy rates to increase revenues. In addition, ~~2025~~the ~~and~~Company ~~2024:~~is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute to achieving profitability. There can be no assurance that we will be successful in achieving these objectives.

~~Schedule~~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 ~~Basic~~recorded asset amounts, or amounts and ~~Diluted~~classifications ~~Earnings~~of ~~Per~~liabilities, ~~Share~~that might be necessary should the Company be unable to continue as a going concern.

	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	$	3,529	$	66,522	$	(450,373	)	$	3,785
Denominator:
Weighted-average basic shares outstanding		26,237,125		26,237,125		26,237,125			26,237,125
Effect of dilutive securities		7,528,192		9,637,037		-			9,637,037
Weighted-average diluted shares		33,765,317		35,874,162		26,237,125			35,874,162
Basic earnings per share	$	0.00	$	0.003	$	(0.017	)	$	0.00
Diluted earnings per share	$	0.00	$	0.00	$	(0.02	)	$	0.00

Note 3 – Fair Value of Financial Instruments

~~Recent~~Under FASB ~~Accounting~~ASC ~~Pronouncements~~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.

~~From~~The Company ~~time~~has tocash ~~time,~~and ~~new~~debts ~~accounting~~that ~~pronouncements are~~must ~~issued~~be bymeasured under the ~~Financial~~fair ~~Accounting~~value ~~Standards~~standard. ~~Board~~The ~~(“FASB”)~~Company’s ~~that~~financial ~~are~~assets ~~adopted~~and byliabilities are ~~the~~measured ~~Company~~using asinputs offrom the ~~specified~~three ~~effective date.~~levels Ifof ~~not discussed, management believes that~~ the ~~impact~~fair ofvalue ~~recently~~hierarchy. ~~issued~~The ~~standards,~~three ~~which~~levels are ~~not~~as ~~yet effective, will not have a material impact on the Company’s financial statements upon adoption.~~follows:

~~Note~~Level 1 2 – ~~Going~~Inputs ~~Concern~~are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

~~As shown in the accompanying condensed consolidated~~Level ~~financial~~2 ~~statements,~~– asInputs ofinclude ~~September~~quoted ~~30,~~prices ~~2025,~~for ~~the~~similar ~~Company~~assets ~~has~~and ~~incurred~~liabilities ~~recurring losses from operations resulting~~ in anactive ~~accumulated deficit of $2~~markets,~~757,513~~ ~~with~~quoted ~~negative~~prices ~~working~~for ~~capital~~identical ofor ~~$2,194,095~~similar ~~and~~assets or ~~cash~~liabilities onin ~~hand~~markets ofthat ~~$107,252,~~are ~~which may~~ not beactive, ~~sufficient~~inputs toother ~~sustain operations.~~than ~~These~~quoted ~~factors~~prices ~~raise~~that ~~substantial~~are ~~doubt~~observable ~~about~~for the ~~Company’s~~asset ~~ability~~or toliability ~~continue as a going concern~~(e. ~~Management is actively~~g., ~~working~~interest ~~to increase occupancy~~ rates, toyield ~~increase~~curves, ~~revenues~~etc. ~~In addition~~), ~~the~~and ~~Company~~inputs isthat ~~currently~~are ~~seeking~~derived ~~additional~~principally ~~sources~~from ofor ~~capital to~~corroborated ~~fund~~by ~~short~~observable ~~term~~market ~~operations.~~data ~~Management~~by ~~believes these factors will contribute to achieving profitability. There can be no assurance~~correlation ~~that~~or weother ~~will~~means be(market ~~successful~~corroborated ~~in achieving these objectives~~inputs).

~~The accompanying condensed consolidated financial~~Level ~~statements~~3 do– ~~not~~Unobservable ~~include~~inputs ~~any adjustments~~ that ~~might~~reflect beour ~~necessary~~assumptions ifabout the ~~Company~~assumptions isthat ~~unable~~market toparticipants ~~continue~~would asuse ain ~~going~~pricing ~~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~~liability.

~~Note 3 – Fair Value of Financial Instruments~~9

~~Under FASB ASC 820-10-5, fair value is defined~~HUBILU asVENTURE ~~the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants~~CORPORATION atNotes ~~the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order~~ to ~~increase the~~Condensed ~~consistency~~Consolidated ~~and~~Financial 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.Statements

9(Unaudited)

~~HUBILU~~The following ~~VENTURE~~schedule ~~CORPORATION~~summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of March ~~Notes~~31, to2026 ~~Condensed~~and ~~Consolidated~~December ~~Financial~~31, ~~Statements~~2025:

~~(Unaudited)~~ Schedule of Valuation of Financial Instruments at Fair Value Recurring Basis

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		Level 2			Level 3
	Fair Value Measurements at March 31, 2026
	Level 1		Level 2			Level 3
Assets
Cash	$	151,782	$	-		$	-
Total assets		151,782		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related party		-		997,094			-
Mortgages payable, net of $364,951 of debt discounts		-		22,762,434			-
Dividends payable		-		237,865			-
Convertible preferred stock payable		-		-			520,400
Total liabilities		-		24,471,664			520,400
Net asset (liabilities)	$	151,782	$	(24,471,664	)	$	(520,400	)

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 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2025
	Level 1		Level 2			Level 3
Assets
Cash	$	52,071	$	-		$	-
Total assets		52,071		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related party		-		1,017,094			-
Mortgages payable, net of $354,996 of debt discounts		-		22,539,161			-
Dividends payable		-		231,449			-
Convertible preferred stock payable		-		-			520,400
Total liabilities		-		24,261,975			520,400
Net asset (liabilities)	$	-	$	(24,261,975	)	$	(520,400	)

~~Level 2 – Inputs include quoted~~There ~~prices~~were ~~for~~no ~~similar~~transfers ~~assets~~of ~~and~~financial ~~liabilities in active markets, quoted prices for identical or similar~~ assets or liabilities inbetween ~~markets that~~Level ~~are~~1 ~~not~~and ~~active,~~Level 2 inputs ~~other than quoted prices that are observable~~ for the ~~asset~~three ormonths ~~liability~~ended ~~(e.g.,~~March ~~interest rates~~31, ~~yield~~2026 ~~curves,~~or ~~etc.),~~the ~~and~~year ~~inputs~~ended ~~that~~December ~~are~~31, ~~derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs)~~2025.

~~Level 3 – Unobservable inputs~~Note ~~that~~4 ~~reflect~~- ~~our~~Real ~~assumptions about the assumptions that market participants would use in pricing the asset or liability.~~Estate

~~The following schedule summarizes the valuation~~Acquisitions ~~of financial instruments at fair value on a recurring basis in the balances sheet as of September 30, 2025~~ and ~~December 31, 2024:~~Dispositions

~~Schedule~~The Company ofdidn’t ~~Valuation~~acquire, or dispose of ~~Financial~~any ~~Instruments~~properties atduring ~~Fair~~the ~~Value~~three ~~Recurring~~months ~~Basis~~ended March 31, 2026.

	Level 1		Level 2			Level 3
	Fair Value Measurements at September 30, 2025
	Level 1		Level 2			Level 3
Assets
Cash	$	107,252	$	-		$	-
Total assets		107,252		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related party		-		1,017,094			-
Mortgages payable, net of debt discounts		-		22,615,736			-
Dividends payable		-		224,891			-
Convertible preferred stock payable		-		-			520,400
Total liabilities		-		24,331,992			520,400
Net asset (liabilities)	$	107,252	$	(24,331,992	)	$	(520,400	)

Schedule of Real Estate

10The Company’s real estate investments consisted of the following at March 31, 2026 and December 31, 2025:

~~HUBILU~~ Schedule ~~VENTURE~~of ~~CORPORATION~~Real Estate

Notes to Condensed Consolidated Financial Statements

	March 31, 2026			December 31, 2025
Land	$	15,889,273		$	15,889,273
Buildings and capital improvements		8,754,088			8,738,731
Real estate gross		24,643,361			24,628,004
Less: Accumulated depreciation		(1,298,305	)		(1,224,813	)
Total Real estate, net	$	23,345,056		$	23,403,191

~~(Unaudited)~~Depreciation and amortization expense totaled $73,492 and $61,745, for the three months ended March 31, 2026 and 2025, respectively.

	Level 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	9,799	$	-		$	-
Total assets		9,799		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related party		-		599,594			-
Mortgages payable		-		20,211,798			-
Dividends payable		-		205,483			-
Convertible preferred stock payable		-		-			520,400
Total liabilities		-		21,491,146			520,400
Net asset (liabilities)	$	9,799	$	(21,491,146	)	$	(520,400	)

~~There~~HUBILU VENTURE ~~were no transfers of financial assets or~~CORPORATION ~~liabilities~~Notes ~~between~~to ~~Level~~Condensed 1Consolidated ~~and~~Financial ~~Level 2 inputs for the three months ended September 30, 2025 or the year ended December 31, 2024.~~Statements

~~Note 4 - Real Estate~~(Unaudited)

~~Property~~Summary of ~~Acquisitions~~Changes ~~and~~in ~~Dispositions~~Real Estate Investments

~~On August 14,~~The ~~2025,~~change ~~the~~in ~~Company, through its subsidiary, Elata Investments, LLC, closed on~~ the ~~acquisition of the~~ real ~~property~~estate ~~located~~investments ~~at 417 W 52nd Place in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $525,000. The Elata purchase~~ is ~~subject to one loan~~ as follows: ~~(1)~~for ~~$482,500 first position note owing by Elata to Center Street Lending VIII SPE, LLC (“Center Street”), bearing interest on unpaid principal at~~ the ~~rate~~three ofmonths ~~9.990%~~ended ~~per~~March ~~annum. Interest only payable in monthly installments of $3~~31,~~933.56~~ or2026 ~~more commenced on October 1, 2025~~ and ~~continue until August 8, 2026, at which time~~ the ~~entire~~year ~~principal~~ended ~~balance~~December ~~together with interest due thereon~~31, ~~shall become due and payable.~~2025:

On Summary ~~September 24, 2025, the Company, through its subsidiary, Elata Investments, LLC, closed on the acquisition~~ of ~~the~~Changes ~~real property located at 1460 Exposition Blvd.~~ in ~~Los~~Real ~~Angeles.~~Estate ~~The~~Property property was vacant at the time of purchase. The acquisition was for $520,000. The Elata purchase is subject to one loan as follows: (1) $478,000 first position note owing by Elata to Center Street Lending VIII SPE, LLC (“Center Street”), bearing interest on unpaid principal at the rate of 9.990% per annum. Interest only payable in monthly installments of $3,896.10 or more commenced on November 1, 2025 and continue until September 17, 2026, at which time the entire principal balance together with interest due thereon, shall become due and payable.Investments

	Three months ended		Year ended
	March 31, 2026		December 31, 2025

Balance, prior period	$	24,628,004	$	21,873,855
Acquisitions:		-		2,335,000
Real estate investment property, at cost		24,628,004		24,208,855
Capital improvements		15,357		419,149
Balance, end of period	$	24,643,361	$	24,628,004

~~HUBILU~~Note 5 ~~VENTURE~~– ~~CORPORATION~~Security Deposits

~~Notes~~Security deposits toconsisted ~~Condensed~~of ~~Consolidated~~the ~~Financial~~$6,600 ~~Statements~~deposit on the Company’s office lease as of March 31, 2026 and December 31, 2025.

~~(Unaudited)~~ Note 6 – Due to Related Party

~~Schedule~~As of March 31, 2026 and December 31, 2025, Jacaranda Investments, Inc., had provided total advances of ~~Real~~$474,271. ~~Estate~~These advances are unsecured and do not carry a contractual interest rate or repayment terms. In connection with these advances, the Company has recorded imputed interest charges of $14,898 and $21,973 for the three months ended March 31, 2026 and 2025, respectively, which was credited to additional paid-in capital.

~~The Company’s real estate investments consisted~~Note of7 ~~the~~– ~~following~~Mortgages ~~at September 30~~Payable, ~~2025~~Related ~~and December 31, 2024:~~ Party

~~Schedule~~The Company’s ofmortgages ~~Real~~payable ~~Estate~~to related parties are as follows:

	September 30, 2025			December 31, 2024
Land	$	15,887,177		$	14,547,789
Buildings and capital improvements		8,714,292			7,326,066
Real estate gross		24,601,469			21,873,855
Less: accumulated depreciation		(1,151,508	)		(953,132	)
Total real estate, net		23,449,961		$	20,920,723

Schedule of Mortgages Payable

Depreciation and amortization expense totaled $198,376 and $159,101 for the nine months ended September 30, 2025 and 2024, respectively.

	Principal balance
	March 31,		December 31,		Stated			Maturity
	2026		2025		Interest Rate			Date
2909 South Catalina Street	$	599,594	$	599,594		6	%	April 20, 2029
1434 W. 22nd Street	$	147,500		167,500		8	%	December 31, 2029
1650 S. Rimpau Ave	$	250,000		250,000		8	%	December 31, 2029
		997,094	$	1,017,094

~~Summary~~On April 10, 2017, Esteban Coaloa loaned the Company $655,000 via an All Inclusive Trust Deed (“AITD”) as part of ~~Changes~~the purchase of 2909 S. Catalina Street, Los Angeles, CA. This loan is considered a related party loan due to Esteban Coaloa’s preferred stock holding. If converted to common stock at the current share price, the conversion would result in ~~Real~~Mr. ~~Estate~~Coaloa ~~Investments~~owning > 5% of the Company’s outstanding common stock. This is an interest only note with principal due on April 20, 2029.

~~The~~On March ~~change~~7, in2025, Jacaranda3 Investments, Inc., loaned the ~~real~~Company ~~estate~~$250,000 ~~investments~~via isa Promissory Note, as ~~follows~~ ~~for~~part of the ~~nine~~purchase ~~months~~of ~~ended~~1650 ~~September~~S. 30Rimpau Blvd, ~~2025~~Los ~~and~~Angeles, ~~the~~CA. ~~year~~This ~~ended~~loan is considered a related party loan due to Jacaranda3 Investments, Inc. being owned by David Behrend, our President. This is an interest only note with principal due on December 31, ~~2024:~~2029.

~~Summary~~On June 1, 2025, Jacaranda3 Investments, Inc., loaned the Company $183,200 via a Promissory Note, as part of ~~Changes~~the inpurchase ~~Real~~of ~~Estate~~1434 ~~Property~~W. 22nd Street, Los Angeles, CA. This loan is considered a related party loan due to Jacaranda3 Investments, Inc. being owned by David Behrend, our President. This is an interest only note with principal due on December 31, 2029.

	Nine months ended		Year ended
	September 30, 2025		December 31, 2024
Balance, prior period	$	21,873,855	$	17,258,999
Acquisitions:		2,335,000		4,089,000
Real estate investment property, at cost		24,208,855		21,347,999
Capital improvements		392,614		525,856
Balance, end of period	$	24,601,469	$	21,873,855

The Company recognized $16,132 and $8,335 of interest expense on notes payable to related parties for the three months ended March 31, 2026 and 2025, respectively.

~~Note 5 – Security Deposits~~11

~~Security~~HUBILU VENTURE ~~deposits included the following as of~~CORPORATION ~~September~~Notes ~~30,~~to ~~2025~~Condensed ~~and~~Consolidated ~~December~~Financial ~~31, 2024, respectively:~~Statements

~~Schedule of Security Deposits~~(Unaudited)

	September 30, 2025		December 31, 2024
Security deposits on office lease		6,600		6,600
Security deposits	$	6,600	$	6,600

Note 8 - Mortgages Payable

12Mortgages payable consists of the following at March 31, 2026 and December 31, 2025, respectively:

~~HUBILU~~ Schedule ~~VENTURE~~of ~~CORPORATION~~Mortgages Payable

Notes to Condensed Consolidated Financial Statements

	2026		2025		Stated Interest Rate			Maturity Date
	Principal Balance				Stated
	March 31, December 31,				Interest Rate			Maturity Date
	2026		2025
3711 South Western Avenue		643,585		643,585		5.000	%	December 1, 2029
2115 Portland Street		977,323		979,915		7.250	%	July 1,2054
4505 Orchard Avenue		611,260		614,287		4.625	%	March 1,2052
3791 S. Normandie Avenue
-First Note		584,237		586,849		5.225	%	April, 1 2052
-Second Note		150,000		150,000		5.000	%	March 1,2029
2029 W. 41^st Place		820,000		820,000		6.000	%	December 31, 2029
1267 West 38^th Street		571,668		574,491		4.975	%	June 1, 2051
1618 West 38^th Street		635,764		637,598		6.350	%	August 1, 2055
4016 Dalton Avenue		575,360		578,201		4.975	%	June 1, 2051
1981 Estrella Ave		846,251		850,656		5.225	%	June 1, 2051
3912 S. Hill Street		839,000		633,307		6.000	%	April 1, 2056
1557 West 29^th Street		566,711		569,893		4.975	%	June 1, 2051
1650 S Rimpau Blvd		516,167		517,468		7.125	%	June 1, 2055
1434 W 22nd Street		508,493		509,684		7.5%\|		June 1, 2055
417 W 52^nd Street		537,475		472,500		6.115	%	February 1, 2056
1460 Exposition Blvd		495,512		468,000		6.065	%	February 1, 2056
3408 S. Budlong Street
-First Note		571,487		574,640		4.875	%	December 1, 2051
-Second Note		120,000		120,000		5.000	%	November 1, 2029
3777 Ruthelen Street		670,812		674,135		4.625	%	March 1, 2052
1733 W. 37^th Place
-First Note		583,530		585,117		7.225	%	April 1, 2052
-Second Note		100,000		100,000		6.000	%	March 31, 2029
1457 W. 35^th Street
-First Note		712,756		714,615		7.050	%	March 1, 2055
-Second Note		115,000		115,000		6.000	%	June 30,2029
1460 N. Eastern Avenue
-First Note		655,873		657,446		7.450	%	April, 1, 2055
-Second Note		305,000		305,000		6.000	%	June 30, 2029
4700 S. Budlong Avenue
-First Note		718,895		720,781		7.125	%	December 1, 2054
-Second Note		199,500		199,500		6.000	%	March 31, 2029

~~(Unaudited)~~12

~~Note~~HUBILU VENTURE 6CORPORATION Notes –to ~~Due~~Condensed toConsolidated ~~Related~~Financial ~~Party~~Statements

As of September 30, 2025 and December 31, 2024, Jacaranda Investments, Inc., had provided total advances of $474,271. These advances are unsecured and do not carry a contractual interest rate or repayment terms. In connection with these advances, the Company has recorded imputed interest charges of $40,301 and $65,772 for the nine months ended September 30, 2025 and 2024, respectively, which was credited to additional paid-in capital.(Unaudited)

Note 7 – Mortgages Payable, Related Party

	2026		2025		Stated Interest Rate			Maturity Date
	Principal Balance				Stated
	March 31, December 31,				Interest Rate			Maturity Date
	2026		2025
1659 Roosevelt Avenue
-First Note		569,800		570,000		6.900	%	September 1, 2054
-Second Note		200,000		200,000		6.000	%	December 31, 2029
802 E. 25^th Street
-First Note		511,380		512,961		6.710	%	September 1, 2054
-Second Note		150,000		150,000		6.000	%	December 31, 2029
1100 W. 48^th Street
-First Note		479,672		481,353		6.300	%	November 1, 2054
-Second Note		200,000		200,000		6.000	%	December 31, 2029
3910 Walton Avenue		723,804		725,922		6.650	%	September 1, 2054
3910 Wisconsin Street		652,725		655,736		5.225	%	March 1, 2052
4021 Halldale Avenue		733,765		736,295		6.575	%	October 1, 2052
717 West 42^nd Place
-First Note		559,392		560,959		6.850	%	November 1, 2048
-Second Note		134,968		134,968		6.850	%	April 30, 2029
3906 Denker Avenue		620,555		622,290		6.475	%	September 1, 2055
4009 Brighton Avenue		679,686		682,996		4.875	%	November 1, 2051
4517 Orchard Avenue
-First Note		454,077		456,124		5.225	%	April 1, 2052
-Second Note		158,000		158,000		5.000	%	March 1, 2029
3908 Denker Avenue		595,906		598,749		4.975	%	December 1, 2051
1284 W. 38^th Street
-First Note		608,996		612,136		4.625	%	March 1, 2052
-Second Note		188,000		188,000		5.250	%	June 30, 2029
Hubilu general loan		275,000		275,000		6.000	%	December 1, 2029
Total mortgages payable		23,127,385		22,894,157
Less: unamortized debt discounts		364,951		354,996
Mortgages payable, net of discounts		22,762,434		22,539,161
Less: current maturities		419,061		1,326,091
Mortgages payable, long-term portion		22,343,373		21,213,070

~~The Company’s mortgages payable to related parties are as follows:~~13

~~Schedule~~HUBILU VENTURE ofCORPORATION Notes ~~Mortgages~~to ~~Payable~~Condensed Consolidated Financial Statements

	Principal balance
	September 30,		December 31,		Stated			Maturity
	2025		2024		Interest Rate			Date
2909 South Catalina Street	$	599,594	$	599,594		6	%	20-Apr-29
1434 W. 22nd Street	$	167,500		-		8	%	31-Dec-29
1650 S. Rimpau Ave	$	250,000		-		8	%	31-Dec-29
		1,017,094	$	599,594

(Unaudited)

~~On April 10, 2017, Esteban Coaloa loaned the Company~~In ~~$655,000~~addition ~~via~~to ~~an All Inclusive Trust Deed (“AITD”) as part of~~ the ~~purchase~~mortgages ofincurred ~~2909~~on ~~S. Catalina Street, Los Angeles, CA. This loan is considered a related party loan due to Esteban Coaloa’s preferred stock holding. If converted to common stock at the~~ current ~~share~~ ~~price,~~period ~~the~~property ~~conversion~~acquisitions ~~would~~disclosed ~~result~~ in ~~Mr.~~Note ~~Coaloa~~4, ~~owning > 5% of~~ the Company’s ~~outstanding~~refinanced ~~common~~the ~~stock. This is an interest~~following ~~only note with principal due on April 20, 2029.~~debts:

On January ~~March 7~~29, ~~2025~~2026, ~~Jacaranda3~~the ~~Investments,~~first ~~Inc~~note for 1460 Exposition Blvd.~~, loaned~~ ~~the~~was ~~Company~~refinanced for $~~250~~496,000 ~~via~~with aInvestor ~~Promissory~~Mortgage ~~Note~~Finance, asLLC, ~~part~~whose terms of payments due are principal and interest, on unpaid principal at the ~~purchase~~rate of ~~1650~~6.065% Sper annum. ~~Rimpau~~Principal ~~Blvd,~~and ~~Los~~interest ~~Angeles,~~payable CAin monthly installments of $2,994.53 ~~This~~or ~~loan~~more isstarting ~~considered a~~on ~~related~~March ~~party~~1, ~~loan~~2026, ~~due~~and tocontinuing ~~Jacaranda3~~until ~~Investments,~~the ~~Inc.~~1st ~~being~~day ~~owned~~of byFebruary ~~David~~1, ~~Behrend~~2056, ~~our~~at ~~President.~~which time ~~This~~the isentire anprincipal ~~interest~~balance ~~only~~together ~~note~~ with ~~principal~~ interest due onthereon, ~~December~~shall ~~31,~~become ~~2029~~due and payable.

On February ~~June~~2, 12026, ~~2025~~the first note for 417 W 52nd Street was refinanced for $538,000 ~~Jacaranda3~~with ~~Investments~~Investor Mortgage Finance, ~~Inc.~~LLC, whose ~~loaned~~terms ~~the~~of ~~Company~~payments ~~$183,200~~due ~~via~~are aprincipal ~~Promissory~~and ~~Note~~interest, ason ~~part~~unpaid ofprincipal at the ~~purchase~~rate of ~~1434~~6.115% Wper annum. ~~22nd~~Principal ~~Street,~~and ~~Los~~interest ~~Angeles,~~payable in CAmonthly installments of $3,285.47 ~~This~~or ~~loan~~more isstarting ~~considered a~~on ~~related~~March ~~party~~1, ~~loan~~2026, ~~due~~and tocontinuing ~~Jacaranda3~~until ~~Investments,~~the ~~Inc.~~1st ~~being~~day ~~owned~~of byFebruary ~~David~~1, ~~Behrend~~2056, at ~~our~~which ~~President.~~time ~~This~~the isentire anprincipal ~~interest~~balance ~~only~~together ~~note~~ with ~~principal~~ interest due onthereon, ~~December~~shall ~~31,~~become ~~2029~~due and payable.

~~The~~On March ~~Company~~11, ~~recognized $37~~2026,~~175~~ the first and second notes for 3912 S. Hill Street was refinanced for $27839,~~006~~000 with Investor Mortgage Finance, LLC, whose terms of ~~interest~~payments ~~expense~~due are principal and interest, on ~~notes~~unpaid principal at the rate of 6% per annum. Principal and interest payable toin monthly ~~related~~installments ~~parties~~of ~~for~~$5,030.23 ~~the~~or ~~nine~~more ~~months~~starting ~~ended~~on ~~September~~May 301, ~~2024~~2026, and ~~2023~~continuing until the 1st day of April 1, ~~respectively~~2056, at which time the entire principal balance together with interest due thereon, shall become due and payable.

13The Company recognized $356,837 and $311,730 of interest expense on notes payable for the three months ended March 31, 2026 and 2025, respectively.

~~HUBILU~~Note 9 ~~VENTURE~~– ~~CORPORATION~~Convertible Preferred Stock Payable

~~Notes~~The Company tohas ~~Condensed~~authorized ~~Consolidated~~10,000,000 ~~Financial~~shares ~~Statements~~of preferred stock, and designated 100,000 and 2,000,000 shares of 5% voting, cumulative convertible Series A (“Series A”) and Series 1 (“Series 1”) preferred stock (collectively, “Preferred Stock”), respectively.

~~(Unaudited)~~The Series A matures on September 30, 2030, and Series 1 matures on September 30, 2029.

~~Note~~The Preferred 8Stock -has ~~Mortgages~~the ~~Payable~~following rights and privileges:

~~Mortgages~~Voting – ~~payable~~The ~~consists~~holders of the ~~following~~Preferred atStock shall be entitled to the number of votes equal to the number of shares of common stock ~~September~~into ~~30,~~which ~~2025~~such ~~and~~shares ~~December~~of ~~31,~~Preferred ~~2024,~~Stock ~~respectively:~~could be converted.

~~Schedule~~Conversion – Each share of ~~Mortgages~~Series ~~Payable~~A preferred stock, is convertible at the option of the holder, into shares of common stock, equal to three hundred thirty-three and 33/100 (333 1/3) shares of common stock, calculated by dividing the number of Series A preferred shares by $0.003. The Series A 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.

	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	$	643,584	$	643,584		5.00	%	December 1, 2029
2115 Portland Street		982,460		989,827		7.25	%	July 1, 2054
4505 Orchard Avenue		617,279		626,052		4.625	%	March 1, 2052
3791 S. Normandie Avenue
-First Note		589,427		596,965		5.225	%	April 1, 2052
-Second Note		150,000		150,000		5.00	%	March 1, 2029
2029 W. 41st Place		820,000		820,000		6.00	%	December 31, 2029
1267 West 38th Street		577,279		585,439		4.975	%	June 1, 2051
1618 West 38th Street		639,404		620,003		6.350	%	August 1, 2055
4016 Dalton Avenue		581,007		589,219		4.975	%	June 1, 2051
1981 Estrella Ave		855,005		867,715		5.225	%	June 1, 2051
3921 S. Hill Street
-First Note		483,263		488,947		6.425	%	December 1, 2050
-Second Note		152,000		152,000		6.425	%	November 1, 2026
1557 West 29th Street		573,036		582,213		4.975	%	June 1, 2051
1650 S Rimpau Blvd		518,745		-		7.125	%	June 1, 2055
1434 W 22nd Street		510,853		-		7.5	%	June 1, 2055
417 W 52nd Place		482,500		-		9.99	%	August 8, 2026
1460 Exposition Blvd.		478,000		-		9.99	%	September 17, 2026
3408 S. Budlong Street
-First Note		577,751		586,874		4.875	%	December 1, 2051
-Second Note		120,000		120,000		5.00	%	November 1, 2029
3777 Ruthelen Street		677,420		687,052		4.625	%	March 1, 2052
1733 W. 37th Place
-First Note		586,678		591,189		7.225	%	April 1, 2052
-Second Note		100,000		100,000		6.00	%	March 31, 2029
1457 W. 35th Street
-First Note		716,442		599,750		7.050	%	March 1, 2055
-Second Note		115,000		205,000		6.00	%	June 30,2029
1460 N. Eastern Avenue
-First Note		658,990		578,000		7.45	%	April 1, 2055
-Second Note		305,000		305,000		6.00	%	June 30, 2029
4700 S. Budlong Avenue
-First Note		722,634		728,000		7.125	%	December 1, 2054
-Second Note		199,500		199,500		6.00	%	March 31, 2029
1659 Roosevelt Avenue
-First Note		570,000		570,000		6.90	%	September 1, 2054
-Second Note		200,000		200,000		6.00	%	December 31, 2029
802 E. 25th Street
-First Note		514,417		518,639		6.71	%	September 1, 2054
-Second Note		150,000		150,000		6.00	%	December 31, 2029
1100 W. 48th Street
-First Note		482,809		487,042		6.30	%	November 1, 2054
-Second Note		200,000		200,000		6.00	%	December 31, 2029
3910 Walton Avenue		728,005		734,051		6.65	%	August 1, 2049
3910 Wisconsin Street		658,907		668,468		5.225	%	March 1, 2052
4021 Halldale Avenue		738,784		746,011		6.575	%	October 1, 2052
717 West 42nd Place
-First Note		562,500		333,867		6.475	%	September 1, 2055
-Second Note		134,968		134,968		6.85	%	April 30,2029
3906 Denker Avenue		624,000		573,765		6.475	%	September 1, 2055
4009 Brighton Avenue		686,267		695,844		4.875	%	November 1, 2051
4517 Orchard Avenue
-First Note		458,144		464,047		5.225	%	April 1, 2052
-Second Note		158,000		158,000		5.00	%	March 1, 2029
3908 Denker Avenue		601,556		609,772		4.975	%	December 1, 2051
1284 W. 38th Street
-First Note		615,287		624,544		4.625	%	March 1, 2052
-Second Note		188,000		188,000		5.25	%	June 30, 2029
Hubilu general loan		275,000		75,000		-	%	December 31, 2029
Total mortgages payable	$	22,979,901	$	20,544,347
Less: unamortized debt discounts		364,165		332,549
Mortgages payable, net of discounts	$	22,615,736	$	20,211,798
Less: current maturities		1,194,068		1,700,440
Mortgages payable, long-term portion	$	21,421,668	$	18,511,358

Each share of Series 1 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 Series 1 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.

14Dividends – The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive dividends at the rate of 5% per annum, in kind, which shall accrue quarterly. Such dividends are cumulative. No such dividends have been declared to date.

~~HUBILU~~Liquidation – ~~VENTURE~~In ~~CORPORATION~~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.

~~Notes~~No shares of Series A preferred stock have been issued to ~~Condensed~~date. ~~Consolidated~~Outstanding ~~Financial~~Series ~~Statements~~1 preferred stock is as follows:

~~(Unaudited)~~ Schedule of Outstanding Series 1 Preferred Stock

In addition to the mortgages incurred on current period property acquisitions disclosed in Note 4, the Company refinanced the following debts:

	Shares		Amount		Dividend in Arrears		Total

Balance, December 31, 2025		520,400	$	520,400	$	231,449	$	751,849
Dividends accrued		-		-		6,416		6,416
Balance, March 31, 2026		520,400	$	520,400	$	237,865	$	758,265

~~On February 5, 2025, the first and second notes~~Note ~~for~~10 ~~1457~~– WCommitments ~~35th Street were refinanced for $720,000 with Investor Mortgage Finance, LLC, whose terms of payments due are principal~~ and interest, on unpaid principal at the rate of 7.050% per annum. Principal and interest payable in monthly installments of $4,814 or more starting on April 1, 2025, and continuing until the 1st day of March 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.Contingencies

~~On March 5, 2025, the first note for 1460 N Eastern~~Legal Avenue was refinanced for $661,500 with LendingOne, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 7.45% per annum. Principal and interest payable in monthly installments of $4,603 or more starting on May 1, 2025, and continuing until the 1st day of April 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.Matters

OnFrom time ~~July~~to 30time, ~~2025,~~ the ~~first~~Company ~~and~~may ~~second~~be ~~notes~~a ~~for 1618~~party Wto ~~35th~~various ~~Street~~legal ~~were~~matters, ~~refinanced~~threatened ~~for $640~~claims,~~000~~ ~~with~~or ~~Investor~~proceedings ~~Mortgage~~in ~~Finance,~~the ~~LLC,~~normal ~~whose~~course ~~terms~~ of ~~payments~~business. Legal ~~due~~fees ~~are principal~~ and ~~interest, on~~other ~~unpaid~~costs ~~principal~~associated atwith ~~the~~such ~~rate~~actions ofare ~~6.350%~~expensed ~~per~~as ~~annum~~incurred. ~~Principal~~The ~~and~~Company ~~interest~~assesses, ~~payable~~ in ~~monthly~~conjunction ~~installments~~with ofits $3legal counsel,~~982.31~~ orthe ~~more~~need ~~starting on~~to ~~September~~record 1,a ~~2025,~~liability ~~and~~for ~~continuing~~litigation ~~until~~and ~~the~~contingencies. ~~1st~~Legal ~~day~~accruals ofare ~~August~~recorded ~~2055,~~when atand ~~which~~if ~~time~~it ~~the~~is ~~entire~~determined ~~principal~~that a ~~balance~~loss ~~together~~related ~~with~~to ~~interest due~~a ~~thereon,~~certain ~~shall~~matter ~~become~~is ~~due~~both probable and ~~payable~~reasonably estimable.

On August 4, 2025, the first note for 717 W 42nd Place was refinanced for $562,500 with Investor Mortgage Finance, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 6.475% per annum. Principal and interest payable in monthly installments of $3,546.14 or more starting on October 1, 2025, and continuing until the 1st day of September 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.15

~~On August 4, 2025, the first and second notes for 3906 Denker Avenue~~HUBILU ~~were~~VENTURE ~~refinanced for $624,000 with Investor Mortgage Finance, LLC, whose terms of payments due are principal and interest, on unpaid principal~~CORPORATION atNotes ~~the~~to ~~rate~~Condensed ofConsolidated ~~6.475%~~Financial per annum. Principal and interest payable in monthly installments of $3,933.85 or more starting on October 1, 2025, and continuing until the 1st day of September 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.Statements

~~The Company realized a $26,716 loss on early extinguishment of debt related to refinancing notes payable during the nine months ended September 30, 2025.~~(Unaudited)

15Note 11 – Changes in Stockholders’ Equity (Deficit)

~~HUBILU VENTURE CORPORATION~~Common Stock

~~Notes~~The Company has authorized 100,000,000 shares of $0.001 par value common stock. As of March 31, 2026, a total of 26,237,125 shares of common stock had been issued. Each holder of common stock is entitled to ~~Condensed~~one ~~Consolidated~~vote ~~Financial~~for ~~Statements~~each share of common stock held.

~~(Unaudited)~~No shares of common stock were issued during the three months ended, March 31, 2026.

Note 12 9 – ~~Convertible~~Income ~~Preferred Stock Payable~~Taxes

The Company ~~has~~accounts ~~authorized~~for income taxes under FASB ASC 740-10,~~000,000~~ ~~shares~~which requires use of the liability method. FASB ASC 740-10-25 provides that ~~preferred~~deferred ~~stock,~~tax assets and ~~designated~~liabilities ~~100,000~~are ~~and~~recorded ~~2,000,000~~based ~~shares~~on ofthe 5%differences ~~voting,~~between ~~cumulative~~the ~~convertible~~tax ~~Series~~bases Aof ~~(“Series~~assets ~~A”)~~and liabilities and ~~Series~~ 1their ~~(“Series~~carrying amounts ~~1”)~~for ~~preferred~~financial ~~stock~~reporting ~~(collectively~~purposes, ~~“Preferred~~referred ~~Stock”),~~to ~~respectively~~as temporary differences.

~~The~~For the ~~Series~~three Amonths ~~matures~~ended onMarch ~~September~~31, 302026, ~~2030~~and the year ended December 31, 2025, the Company incurred a net operating loss and, accordingly, ~~Series~~no 1provision ~~matures~~for onincome ~~September~~taxes 30has been recorded. In addition, ~~2029~~no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2026, the Company had approximately $3,335,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2042.

~~The~~Based on ~~Preferred~~the ~~Stock~~available ~~has~~objective evidence, including the ~~following~~Company’s ~~rights~~history ~~and~~of its loss, management believes it is more likely than not ~~privileges:~~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 March 31, 2026 and December 31, 2025, respectively.

~~Voting – The holders of the Preferred~~In ~~Stock~~accordance ~~shall~~with beFASB ~~entitled~~ASC to740, the ~~number~~Company ofhas ~~votes~~evaluated ~~equal~~its totax ~~the~~positions ~~number~~and ofdetermined ~~shares~~there ofare ~~common~~no ~~stock~~uncertain ~~into~~tax ~~which such shares of Preferred Stock could be converted~~positions.

~~Conversion~~Note 13 – ~~Each~~Segment share of Series A preferred stock, is convertible at the option of the holder, into shares of common stock, equal to three hundred thirty-three and 33/100 (333 1/3) shares of common stock, calculated by dividing the number of Series A preferred shares by $0.003. The Series A 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.Reporting

~~Each share of Series 1 preferred stock, is convertible~~ASC atTopic ~~the option of the holder~~280, ~~into~~“Segment ~~shares of common stock~~Reporting,” atestablishes ~~the~~standards ~~lesser~~for ofcompanies ~~$0.50~~to ~~per~~report ~~share~~in ortheir afinancial ~~ten~~statement ~~percent~~information ~~(10%) discount to the average~~about ~~closing~~operating ~~bid~~segments, ~~price~~products, ofservices, ~~the~~geographic ~~common~~areas, ~~stock~~and 5major ~~days prior to the notice of conversion~~customers. ~~The~~Operating ~~Series~~segments 1are ~~preferred~~defined ~~stock~~as iscomponents ~~also~~of ~~subject~~an ~~to certain~~enterprise ~~adjustments~~ for ~~dilution,~~which ifseparate ~~any,~~financial ~~resulting~~information ~~from~~is ~~future~~available ~~stock~~that ~~issuances,~~is ~~including~~regularly ~~for~~evaluated ~~any~~by ~~subsequent~~the ~~issuance~~Company’s ofchief ~~common~~operating ~~stock~~decision ~~at a price~~maker, ~~per~~or ~~share~~group, ~~less~~in ~~than~~deciding ~~that~~how ~~paid~~to byallocate ~~the~~resources ~~holders~~and ofassess ~~the preferred stock~~performance.

~~Dividends~~The Company’s –Chief ~~The~~Executive ~~holders~~Officer ofhas been identified as the ~~Preferred Stock~~chief inoperating ~~preference~~decision tomaker (“CODM”), who reviews the operating ~~holders~~results offor ~~common~~the ~~stock,~~Company ~~are~~as ~~entitled~~a whole to ~~receive~~make ~~dividends~~decisions atabout ~~the~~allocating ~~rate~~resources ofand 5%assessing ~~per~~financial ~~annum~~performance. Accordingly, we determined we operate in ~~kind,~~a ~~which~~single ~~shall accrue~~reporting ~~quarterly.~~segment ~~Such~~– ~~dividends~~being ~~are~~a ~~cumulative.~~provider Noof ~~such~~rental ~~dividends~~properties ~~have~~in ~~been~~a ~~declared~~single toOne geographic ~~date~~area.

~~Liquidation – In the event~~ As of ~~any liquidation~~March 31, ~~dissolution~~2026, ~~winding-up~~the orCompany’s ~~sale~~total orreal ~~merger~~estate, net of ~~the~~accumulated ~~Company~~depreciation, ~~whether~~was ~~voluntarily or involuntarily~~$23,345,056. ~~each~~All ~~holder~~ of ~~Preferred~~the Company’s ~~Stock~~properties isare ~~entitled~~located toin ~~receive~~Los Angeles, inCA. ~~preference~~When toevaluating the ~~holders~~Company’s ofperformance ~~common~~and ~~stock,~~making akey ~~per-share~~decisions ~~amount~~regarding ~~equal~~resource allocation to the ~~original~~CODM ~~issue~~reviews ~~price~~several ofkey ~~$1.00 (as adjusted~~metrics, aswhich ~~defined),~~include ~~plus~~the ~~all declared but unpaid dividends.~~following:

~~The predominant settlement obligation of the convertible~~ Schedule ~~preferred stock was considered to be the issuance~~ of aCompany ~~variable~~Performance ~~number~~And ofMaking ~~shares~~Key ~~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.~~Decisions

No shares of Series A preferred stock have been issued to date. Outstanding Series 1 preferred stock is as follows:

	For the			For the
	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2026			2025

Rental revenue	$	593,738		$	383,512
Depreciation	$	73,492		$	61,745
Other operating expenses	$	270,002		$	273,965
Net operating income	$	250,244		$	47,802
Interest expense	$	396,003		$	353,842
Other expenses		26,418			16,520
Net income (loss)	$	(172,177	)	$	(322,560	)

~~Schedule~~The key measures of ~~Outstanding~~segment ~~Series~~profit 1or ~~Preferred~~loss ~~Stock~~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.

	Shares		Amount		Dividend in Arrears		Total
Balance, December 31, 2024		520,400	$	520,400	$	205,483	$	725,883
Dividends accrued		-		-		19,408		19,408
Balance, September 30, 2025		520,400	$	520,400	$	224,891	$	745,291

Note 14 - Subsequent Events

16On April 1, 2026, Hubilu vacated there office located in Beverly Hills, CA. Their new mailing address is 333 Washington Blvd. #704, Marina Del Rey, CA 90292.

~~HUBILU VENTURE CORPORATION~~16

~~Notes~~Item 2. toManagement’s ~~Condensed~~Discussion ~~Consolidated~~and Analysis of Financial ~~Statements~~Conditions and Results of Operations

~~(Unaudited)~~You should read the following discussion of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

~~Note 10 – Commitments and Contingencies~~Overview

~~Legal~~We were ~~Matters~~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.

~~From time~~ Due to ~~time,~~high ~~the~~demand ~~Company~~for ~~may~~houses befrom astudents, ~~party to~~non- ~~various legal matters~~profit, ~~threatened~~and ~~claims,~~for-profit orcorporate ~~proceedings~~tenants inaround the ~~normal~~USC ~~course~~Campus ~~of business. Legal fees~~ and ~~other~~neighboring ~~costs associated with~~Metro/subway ~~such~~stations, ~~actions~~we ~~are~~have ~~expensed~~focused ason ~~incurred.~~acquiring ~~The~~multiple ~~Company assesses~~houses, inremodeling ~~conjunction~~and ~~with~~renting ~~its~~out. ~~legal~~Rents ~~counsel,~~have ~~the~~increased ~~need~~dramatically tofor ~~record~~houses ain ~~liability for~~our ~~litigation~~target ~~and~~areas, ~~contingencies.~~allowing ~~Legal~~us ~~accruals~~to ~~are~~target ~~recorded~~larger ~~when~~ and ifhigher itpriced ishouses, ~~determined~~while ~~that~~factoring ain ~~loss~~current ~~related~~interest ~~to a certain matter is both probable and reasonably estimable~~rates.

~~Note~~With multiple 11properties –within ~~Changes~~a insmall ~~Stockholders~~radius, we’re able to take advantage of economies of scale and benefit from property management ~~Equity~~efficiencies. ~~(Deficit)~~Our focus is to continue acquiring houses and expand rental operations.

~~Common~~We purchased ~~Stock~~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.

~~The Company has authorized 100,000,000 shares~~Going ofConcern $0.001 par value common stock. As of September 30, 2025, a total of 26,237,125 shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.Uncertainty

NoAs of ~~shares~~March 31, 2026, our balance of ~~common~~cash ~~stock~~on ~~were~~hand ~~issued~~was ~~during~~$151,782, and we had negative working capital of $1,425,714 and an accumulated deficit of $3,030,759. We expect to incur further losses in the ~~nine~~development ~~months~~of ~~ended~~its business; therefore, ~~September~~we 30may 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, ~~2025~~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.

~~Note~~The condensed 12consolidated –financial ~~Income~~statements ~~Taxes~~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.

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.17

~~For the nine months ended September 30, 2025,~~Results ~~and~~of ~~the~~Operations ~~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~~Three ofMonths ~~the~~Ended ~~realization~~March ~~of any tax assets. At September 30~~31, ~~2025,~~2026 ~~the~~and ~~Company had approximately $2,962,908 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in~~ 2025.

~~Based~~The following ontable ~~the~~summarizes ~~available~~selected ~~objective~~items ~~evidence,~~from ~~including~~ the ~~Company’s~~statement ~~history~~ of ~~its~~operations ~~loss,~~for ~~management believes it is more likely than not that~~ the ~~net~~three ~~deferred~~months ~~tax~~ended ~~assets~~March ~~will not be fully realizable. Accordingly~~31, ~~the~~2026 ~~Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2025~~ and ~~December 31~~2025, ~~2024,~~ respectively.

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

	For the Three Months Ended
	March 31,						Increase/
	2026			2025			(Decrease)

Rental revenue		593,738			383,512			210,226

Operating expenses:
General and administrative		50,526			59,273			(8,747	)
Salaries and benefits		16,500			15,600			900
Utilities		15,218			9,276			5,942
Professional fees		25,783			35,224			(9,441	)
Property taxes		73,888			46,600			27,288
Repairs and maintenance		88,087			107,992			(19,905	)
Depreciation		73,492			61,745			11,747
Total operating expenses		343,494			335,710			7,784

Net operating income		250,244			47,802			202,442

Other income (expense):
Consulting Income		-						-
Interest income		-			107			(107	)
Interest expense		(396,003	)		(353,842	)		(42,161	)
Dividends expense		(6,416	)		(6,398	)		(18	)
Gain/(Loss) on early extinguishment of debt		(20,002	)		(10,229	)		(9,773	)
Other Income		-						-
Total other income (expense)		(422,421	)		(370,362	)		(52,059	)
								-
Net Income/(loss)		(172,177	)		(322,560	)		150,383

~~Note 13 – Segment Reporting~~Revenues

~~ASC~~Our revenues ~~Topic~~increased ~~280,~~to ~~“Segment Reporting~~$593,”738 ~~establishes standards~~ for ~~companies~~the tothree ~~report~~months inended ~~their~~March ~~financial statement information about operating segments~~31, ~~products~~2026, compared ~~services,~~to ~~geographic areas~~$383,512 ~~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~~three ~~chief~~months ~~operating~~ended ~~decision~~March ~~maker~~31, ~~or group~~2025, inan ~~deciding~~increase ~~how~~of to$210,226, ~~allocate~~or ~~resources and assess performance~~55%.. The ~~Company’s~~increase ~~Chief~~is ~~Executive~~due ~~Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole~~ to ~~make~~having ~~decisions about allocating resources and assessing financial performance.~~less ~~Accordingly,~~vacancies wethis ~~determined we operate in a single reporting segment – being a provider of rental properties in a single geographic area~~quarter.

~~As of September 30, 2025, the Company’s total real estate, net~~General ~~of accumulated depreciation, was $23,449,961. All of the Company’s properties are located in Los Angeles, CA. When evaluating the Company’s performance~~ and ~~making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:~~Administrative

~~Schedule~~General and administrative expenses for the three months ended March 31, 2026 was $50,526, compared to $59,273 for the three months ended March 31, 2025, a decrease of ~~Company~~$8,747, ~~Performance~~or ~~And~~15%. ~~Making~~General ~~Key~~and ~~Decisions~~administrative expenses decreased primarily due to less administration needs.

	2025			2024
	For the Nine Months Ended
	September 30,
	2025			2024
Rental revenue		1,588,731			1,666,452
Depreciation		198,376			159,101
Other Operating Expenses		755,873			597,447
Net operating income		634,482			909,904
Interest Expense		(1,084,202	)		(828,461	)
Other income (expense):		(653	)		(77,658	)
Net Income (Loss)		(450,373	)		3,785

Salaries and Benefits

~~The~~Salaries and ~~key~~benefits ~~measures~~expenses offor ~~segment~~the ~~profit~~three ormonths ~~loss~~ended ~~reviewed~~March ~~by our CODM are rental revenues~~31, ~~depreciation~~2026 onwas ~~properties~~$16,500, ~~and~~compared ~~interest expenses. The CODM reviews rental revenue~~ to ~~measure~~$15,600 ~~and~~for ~~monitor stockholder value and determine~~ the ~~most~~three ~~effective~~months ~~strategy~~ended ~~of real estate investment. Depreciation and interest expenses are reviewed and monitored~~March by31, ~~the~~2025, ~~CODM~~an toincrease ~~manage~~of ~~and~~$900, ~~forecast~~or ~~cash to ensure enough capital is available to fund operations~~6%. ~~The~~Salaries ~~CODM also reviews other general~~ and ~~administrative~~benefits ~~costs~~increased todue ~~manage, maintain and enforce all contractual agreements~~ to ~~ensure~~Tracy ~~costs~~Black ~~are~~Van ~~aligned~~Wier’s ~~with all agreements and~~salary ~~budget~~increase.

~~Note 14 - Subsequent Events~~Utilities

~~During~~Utilities expense for the ~~third~~three ~~quarter~~months ended March 31, no2026 ~~subsequent~~was ~~events~~$15,218, ~~occurred~~compared to $9,276 for the three months ended March 31, 2025, an increase of $5,942, or 64%.. Utilities expense increased due to less tenants paying the Company for their own utilities.

1716

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

~~You should read the following discussion of~~Professional ~~our~~fees ~~financial~~expense ~~condition~~for ~~and results of operations in conjunction with~~ the ~~condensed~~three ~~consolidated~~months ~~financial~~ended ~~statements~~March ~~and~~31, ~~the~~2026 ~~notes~~was ~~thereto included~~$25,783, ~~elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form~~compared ~~10-K~~to $35,224 for the ~~year~~three months ended ~~December~~March 31, ~~2024.~~2025, Ina ~~addition~~decrease toof ~~historical condensed financial information~~$9,441, ~~the~~or ~~following~~27%. ~~discussion~~Professional ~~contains forward-looking~~fees ~~statements~~consisted ~~that~~of ~~reflect our plans~~legal, ~~estimates,~~audit and ~~beliefs.~~accounting fees, ~~Our~~which ~~actual~~decreased ~~results~~primarily ~~could~~due ~~differ~~to ~~materially~~less ~~from~~accounting ~~those discussed in the forward-looking statements~~fees.

~~Overview~~Property Taxes

WeProperty tax ~~were~~expense ~~incorporated~~for ~~under~~ the ~~laws~~three ofmonths ~~the~~ended ~~state of~~March ~~Delaware~~31, on2026 ~~March~~was 5$73, ~~2015~~888, ~~and~~compared ~~are~~to ~~a real estate consulting~~$46,600 ~~asset~~for ~~management~~the ~~and~~three ~~business~~months ~~acquisition~~ended ~~company~~March 31, ~~which specializes in~~2025, ~~acquiring~~an ~~student~~increase ~~housing~~of ~~income~~$27,288, ~~properties~~or ~~and development/business opportunities located near within the Los Angeles area~~59%.

~~Due to high demand for~~Repairs ~~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.Maintenance

~~With~~Repairs and ~~multiple~~maintenance ~~properties within~~expense afor ~~small~~the ~~radius~~three months ended March 31, ~~we’re~~2026 ~~able~~was $88,087, compared to ~~take~~$107,992 ~~advantage~~for ofthe ~~economies~~three ofmonths ~~scale~~ended ~~and~~March ~~benefit~~31, 2025, ~~from~~a ~~property~~decrease ~~management~~of ~~efficiencies~~$19,905, or 18%. ~~Our focus~~Repairs isand tomaintenance ~~continue~~expense ~~acquiring~~decreased ~~houses~~due ~~and~~to ~~expand~~less ~~rental~~renovations ~~operations~~during the current period.

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.Depreciation

~~Going~~Depreciation expense ~~Concern~~for ~~Uncertainty~~the three months ended March 31, 2026 was $73,492, compared to $61,745 for the three months ended March 31, 2025, an increase of $11,747, or 19%. Depreciation expense increased during the current period due to properties that were purchased in the prior year.

~~As of September 30, 2025, our balance of cash~~Other onIncome 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.(Expense)

~~The~~Other expense ~~condensed~~for ~~consolidated~~the ~~financial~~three ~~statements do~~months ~~not~~ended ~~include~~March ~~any~~31, ~~adjustments~~2026 ~~that~~was ~~might~~$422,421, ~~result~~compared to ~~from~~$370,362 for the ~~outcome~~three months ended March 31, 2025, an increase of ~~any~~$52,059, ~~uncertainty~~or as14%. toDuring the ~~Company’s~~three ~~ability~~months toended ~~continue~~March as31, 2026, other aexpense ~~going~~consisted ~~concern.~~of ~~The~~$6,416 ~~condensed~~of ~~consolidated~~dividends ~~financial~~expense, ~~statements~~$396,003 ~~also~~of dointerest ~~not~~expense, ~~include~~and ~~any~~a ~~adjustments~~$20,002 ~~relating~~loss on early extinguishment of debt related to the ~~recoverability~~refinancing ~~and classification~~of two of ~~recorded~~our ~~asset~~mortgages. ~~amounts~~Other expense consisted of $6,398 orof ~~amounts~~dividends ~~and~~expense, ~~classifications~~$353,842 of ~~liabilities~~interest ~~that~~expense, ~~might~~and a be$10,229 ~~necessary~~loss ~~should~~on ~~the~~early ~~Company~~extinguishment ~~be unable~~of debt related to ~~continue~~the asrefinancing aof ~~going~~one ~~concern~~of our mortgages during the three months ended March 31, 2025. ~~Our~~Other ~~ability~~expense increased primarily due to ~~acquire~~increased ~~new~~interest ~~properties~~rates and ~~increase~~our ~~revenues~~loss ison ~~largely~~early ~~dependent~~extinguishment onof ~~our~~debt ~~success~~incurred during inthe ~~raising~~current ~~additional capital~~period.

18Net Loss

~~Results~~Net loss offor ~~Operations~~the three months ended March 31, 2026 was $172,177, compared to $322,560 for the ~~Three~~three ~~Months Ended~~months ~~September~~ended 30March 31, 2025, ~~and~~a ~~2024~~decrease of $150,383, or 47%. The decreased net loss was primarily due to increased rental revenues during the current period.

~~The following table summarizes selected items~~Liquidity ~~from the statement of operations for the three months ended September 30, 2025~~ and ~~2024,~~Capital ~~respectively.~~Resources

	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	)

The following table summarizes our total current assets, liabilities and working capital as of March 31, 2026 and December 31, 2025.

Revenues

	March 31, 2026			December 31, 2024
Current Assets	$	220,244		$	124,579

Current Liabilities	$	1,645,958		$	2,561,452

Working Capital Deficit	$	(1,425,714	)	$	(2,436,873	)

~~Our~~As shown ~~total~~in ~~revenues~~the ~~increased~~accompanying tocondensed ~~$628,792~~consolidated ~~for~~financial statements, as of March 31, 2026, the ~~three~~Company ~~months~~has ~~ended~~incurred ~~September~~recurring 30losses from operations resulting in an accumulated deficit of $3,030,759, ~~2025~~with negative working capital of $1,425,714 ~~compared~~and tocash on hand of $~~616~~151,~~393~~782, ~~for~~which may not be sufficient to sustain operations. These factors raise substantial doubt about the ~~three~~Company’s ~~months~~ability ~~ended~~to ~~September~~continue ~~30,~~as ~~2024,~~a angoing concern. Management is actively working to increase ofoccupancy rates ~~$12~~to increase revenues. In addition,~~399,~~ the Company is currently seeking additional sources of capital to fund short term operations. orManagement 2%believes these factors will contribute to achieving profitability. The ~~increase~~accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is ~~due~~unable ~~primarily~~to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to ~~additional~~the ~~rental~~recoverability ~~properties~~and ~~acquired~~classification ~~during~~of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the ~~current~~Company ~~period~~be unable to continue as a going concern.

~~General and Administrative~~17

~~General and administrative expenses for the three~~Cash 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.Flow

~~Salaries~~Comparison of the Three Months Ended March 31, 2026 and ~~Benefits~~the Three Months Ended March 31, 2025

~~Salaries and benefits expenses for the three~~The ~~months~~following ~~ended~~table ~~September~~sets ~~30,~~forth ~~2025 was $16,100, compared to $35,300 for~~ the ~~three~~primary ~~months~~sources ~~ended~~and ~~September~~uses ~~30, 2024, a decrease~~ of ~~$19,200, or~~cash ~~54%.~~for ~~Salaries and benefits decreased primarily due to decreased compensation paid to our vice president during~~ the ~~current~~periods ~~period.~~presented below:

	Three Months Ended March 31,
	2026			2025
Net cash provided by (used in) operating activities	$	(60,067	)	$	(128,846	)
Net cash used in investing activities		(15,357	)		(65,538	)
Net cash provided by (used in) financing activities		175,135			238,247

Net change in cash	$	99,711		$	43,863

~~Utilities~~Net Cash Provided by (Used in) Operating Activities

~~Utilities~~Net cash ~~expense~~used in operating activities was $60,067 for the three months ended ~~September~~ 30March 31, ~~2025 was $16~~2026,~~074,~~ compared to $7128,~~760~~846 of net cash used in operating activities for the three months ended ~~September~~March 3031, ~~2024~~2025, ana ~~increase~~decrease of $868,~~314~~779, or ~~107~~53%. ~~Utilities expense~~The ~~increased~~decrease was primarily due to ~~additional~~an ~~tenants~~increased ~~that have not reimbursed the Company for their share of utilities during the current period~~net loss.

~~Professional~~Net Cash ~~Fees~~Used in Investing Activities

~~Professional~~Net cash ~~fees~~used in investing activities was $15,357 for the three months ended ~~September~~March 3031, ~~2025 was $14~~2026,~~495,~~ compared to $3565,~~867~~538 for the three months ended ~~September~~March 3031, ~~2024~~2025, a decrease of $2150,~~372~~181, or 6077%. ~~Professional fees~~This ~~consisted~~decrease ofwas ~~legal, audit and accounting fees, which increased~~ primarily attributable ~~due~~ to ~~increased~~reduced ~~compliance~~capital improvement costs ~~related~~incurred toduring ~~our public filings with~~ the ~~SEC~~current period, ~~and~~compared ~~legal costs related~~ to the ~~acquisition~~prior ~~of properties acquired during the current~~ period.

~~Property~~Net Cash ~~Taxes~~Provided by (Used in) Financing Activities

~~Property~~Net cash ~~tax~~provided ~~expense~~by financing activities was $175,135 for the three months ~~ended~~ ~~September~~ended 30March 31, ~~2025 was $76~~2026,~~288,~~ compared to net cash used in financing activities of $44238,~~403~~247 for the three months ended ~~September~~March 3031, ~~2024~~2025, ana ~~increase~~ decrease of $3163,~~855~~112, or 7226%. ~~The increase~~Our isdecreased cash provided in financing activities was primarily due to ~~the~~decreased ~~acquisition~~proceeds ofreceived ~~additional~~on ~~properties~~debt financing received during the current period.

~~Repairs~~CRITICAL ACCOUNTING ~~and~~POLICIES ~~Maintenance~~AND ESTIMATES

~~Repairs~~Our financial ~~and~~results ~~maintenance~~are ~~expense~~affected ~~for~~by the ~~three months~~selection ~~ended~~and ~~September~~application ~~30,~~of ~~2025~~accounting ~~was~~policies ~~$4,395,~~and ~~compared~~methods. toIn ~~$8,822 for~~ the three-month ~~months~~period ended ~~September 30~~March 31, ~~2024,~~2026 athere ~~decrease~~were ofno ~~$4,427,~~changes ~~or 50%.~~to ~~Repairs~~the ~~and~~application ~~maintenance~~of ~~expense~~critical ~~decreased~~accounting ~~due~~policies todisclosed ~~less~~in ~~repairs~~our Annual Report on ~~certain~~Form ~~properties~~10-K ~~during~~for the year ~~current~~ended ~~period~~December 31, 2025.

~~Depreciation~~CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

~~Depreciation~~This report ~~expense~~includes ~~for~~“forward-looking statements” within the ~~three~~meaning ~~months~~of ~~ended~~Section 27A of the Securities Act of 1933, as amended, ~~September~~and 30Section 21E of the Securities Exchange Act of 1934, ~~2025~~as ~~was~~amended ~~$71~~(the “Exchange Act”). All statements in this report,~~837~~ other than statements of historical fact, ~~compared~~are to“forward-looking ~~$64~~statements” for purposes of these provisions,~~028~~ 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 ~~three~~integration, ~~months~~development ~~ended~~or ~~September~~commercialization 30of the business or any assets acquired from other parties, ~~2024~~any statements regarding future economic conditions or performance, anand ~~increase~~any statements of $7assumptions underlying any of the foregoing. In some cases,~~809~~ 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 ~~12%~~other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. ~~Depreciation~~Although we believe ~~expense~~that ~~decreased~~the ~~during~~expectations reflected in the ~~current~~forward-looking ~~period~~statements ~~due~~contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to ~~recent~~be ~~property~~correct, ~~acquisitions~~and ~~now~~actual ~~being~~results ~~depreciated~~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.

~~Other~~All subsequent ~~Income~~forward-looking ~~(Expense)~~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.

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.18

~~Net~~Item 3. ~~Loss~~Quantitative ~~(income)~~and Qualitative Disclosures about Market Risk

~~Net income for the three months ended September~~The ~~30,~~Company ~~2025~~is ~~was~~not ~~$3,529,~~required ~~compared~~ to ~~net~~provide ~~income~~the ofinformation ~~$66,522~~required ~~for~~by ~~the~~this ~~three~~Item ~~months~~as ~~ended~~it ~~September~~is ~~30, 2024,~~ a ~~decrease~~“smaller ofreporting ~~$62~~company,~~933.~~” ~~The~~as ~~increased~~defined ~~net~~in ~~loss~~Rule ~~was~~12b-2 ~~primarily~~of ~~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~~Exchange ~~period~~Act.

20Item 4. Controls and Procedures

~~Results~~ Evaluation of ~~Operations~~Disclosure ~~for~~Controls ~~the Nine Months Ended September 30, 2025~~ and ~~2024~~Procedures

~~The~~We conducted ~~following~~an ~~table~~evaluation, ~~summarizes~~under ~~selected~~the ~~items~~supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, ~~from~~who are one in the ~~statement~~same, of ~~operations~~the ~~for~~effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the ~~nine~~Securities Exchange ~~months~~Act ~~ended~~of ~~September 30~~1934 as amended (the “Exchange Act”)). Based on this evaluation, ~~2025~~our Chief Executive Officer and ~~2024~~Chief Financial Officer concluded that, ~~respectively~~as of such date, our disclosure controls and procedures were not effective.

	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	)

In performing the above-referenced assessment, our management identified the following material weaknesses:

~~Revenues~~● 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.

~~Our~~We believe ~~total~~the ~~revenues~~weaknesses ~~increased~~and totheir ~~$1,588,731~~related ~~for~~ risks are not uncommon in a company of our size because of the ~~nine~~limitations ~~months~~in ~~ended~~the ~~September~~size ~~30,~~and ~~2025,~~number of ~~compared~~staff. Due to $1our size and nature,~~666,452~~ ~~for~~segregation ~~the~~of ~~nine~~all ~~months~~conflicting ~~ended~~duties ~~September~~has ~~30,~~not ~~2024~~always been possible and may not be economically feasible. However, awe ~~decrease~~plan to take steps to enhance and improve the design of ~~$77,721,~~our internal control over financial reporting. During the orperiod 5%covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. ~~The~~To remediate ~~decrease~~such isweaknesses, ~~due~~we plan to ~~decreased~~implement ~~rental~~the ~~rates~~appointment of additional qualified personnel to address inadequate segregation of duties and ~~occupancies~~implement ~~during~~modifications to our financial controls to address such inadequacies, by the ~~current~~end ~~period~~of our 2026 fiscal year as resources allow.

~~General~~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 ~~Administrative~~presentation.

~~General and administrative expenses increased~~Changes toin ~~$223,081for~~Internal ~~the~~Control ~~nine~~Over ~~months~~Financial 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.Reporting

~~Salaries~~During the ~~and~~three-month ~~Benefits~~period ended March 31, 2026, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.19

21PART II — OTHER INFORMATION

~~Utilities~~Item 1. Legal Proceedings

~~Utilities~~We may ~~expense~~become, ~~for~~from ~~the~~time ~~nine~~to ~~months~~time, ~~ended~~involved ~~September 30,~~in ~~2025~~routine ~~was~~litigation ~~$37,506,~~or ~~compared~~subject to ~~$26,300~~disputes ~~for~~or ~~the~~claims ~~nine~~related ~~months~~to ~~ended~~our ~~September~~business ~~30,~~activities. ~~2024,~~We are annot ~~increase~~currently ofparty ~~$11,198,~~to orany ~~43%.~~pending ~~Utilities~~legal ~~expense increased~~proceedings ~~due~~that towe ~~additional~~believe ~~tenants~~would, ~~that~~individually or in the aggregate, have ~~not~~a ~~reimbursed~~material ~~the~~adverse effect ~~Company~~on ~~for~~our ~~their~~financial ~~share~~condition, ofcash ~~utilities~~flows ~~during~~or ~~the~~results ~~current~~of ~~period~~operations. 

~~Professional~~Item 1A. ~~Fees~~Risk Factors

~~Professional fees for the nine months ended September~~The ~~30,~~Company ~~2024~~is ~~was~~not ~~$87,286,~~required ~~compared~~ to ~~$110,167~~provide ~~for~~ the ~~nine~~information ~~months~~required ~~ended~~by ~~September~~this ~~30,~~Item ~~2024,~~as anit ~~increase~~is ofa ~~$22,881~~“smaller orreporting ~~21%. Professional fees consisted of legal~~company,” ~~audit~~as ~~and accounting fees, which increased primarily due to increased audit work, compliance costs related to~~defined ~~our~~in ~~public~~Rule ~~filings~~12b-2 ~~with the SEC, and legal costs related to the acquisition~~ of ~~properties acquired during~~ the ~~current~~Exchange ~~period~~Act.

~~Property~~Item 2. ~~Taxes~~Unregistered Sales of Equity Securities and Use of Proceeds

~~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%~~None. ~~The increase is primarily due to the acquisition of additional properties during the current period.~~

~~Repairs~~Item 3. ~~and~~Defaults ~~Maintenance~~Upon Senior Securities

~~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%~~None. ~~Repairs and maintenance expense increased due to greater repairs on certain properties during the current period.~~

~~Depreciation~~Item 4. Mine Safety Disclosures

~~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%~~None. ~~Depreciation expense increased during the current period due to acquiring new assets during this period.~~

Item 5. Other ~~Income (Expense)~~Information

~~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%~~None. 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~~Item 6. ~~Loss (income)~~Exhibits

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.

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		Adjustable Fixed Rate Note Secured by Deed of Trust, dated as of January 27, 2026, among Elata Investments, LLC and Investor Mortgage Finance, LLC
10.2		Adjustable Fixed Rate Note Secured by Deed of Trust, dated as of January 30, 2026, among Elata Investments, LLC and Investor Mortgage Finance, LLC
10.3		Adjustable Fixed Rate Note Secured by Deed of Trust, dated as of March 11, 2026, among Kapok Investments, LLC and Investor Mortgage Finance, 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)

22* Filed herewith.

~~Liquidity and Capital Resources~~20

~~The following table summarizes our total current assets, liabilities and working capital as of September 30, 2025 and December 31, 2024.~~SIGNATURES

	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	)

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

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.

	HUBILU VENTURE CORPORATION

May 26, 2026	/s/ David Behrend
	David Behrend
	Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

~~Cash Flow~~21

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.

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.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.

Item 1A. Risk Factors

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

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.

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)

Filing Compare · Hubilu Venture Corp