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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Balance

☒ ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, ~~2023~~2024

☐ 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		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

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

~~Common~~Securities registered ~~Stock,~~pursuant noto ~~par~~Section ~~value per share None~~ 12(~~Title of Each Class~~b) ~~(Name~~ of ~~Each~~the ~~Exchange on Which Registered)~~Act:

~~Securities registered~~Title ~~under~~of ~~Section~~each 12class Trading Symbol(gs) Name of ~~the~~each ~~Exchange~~exchange ~~Act:~~on ~~Common~~which ~~Stock,~~registered ~~$0.001~~N/A ~~par~~N/A ~~value~~N/A

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection ~~the~~12(g) ~~registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act.: ~~Yes ☐ No ☒~~None

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or 15(d)~~ of the ~~Exchange~~Securities Act. ~~Yes ☐ No ☒~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ ☐ No ☐☒

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~not ~~electronically and posted on its corporate website, if any, every Interactive Data File~~ required to befile ~~submitted~~reports ~~and posted~~ pursuant to ~~Rule~~Section ~~405~~13 ofor ~~Regulation~~Section ~~S-T~~ 15(~~§232.405~~d) of ~~this chapter) during~~ the ~~preceding 12~~Exchange ~~months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ~~Yes ☒ No ☐ [check “yes” if statement is accurate.]~~

~~Indicate~~Yes by☐ No check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ☒

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be ~~non-accelerated~~filed ~~filer~~by Section 13 or a15(d) ~~small.~~of ~~See~~the ~~definition~~Securities Exchange Act of ~~“large~~1934 ~~accelerated~~during ~~filer,~~the ~~accelerated~~preceding ~~filer~~12 ~~and~~months ~~smaller~~(or ~~reporting~~for ~~company”~~such inshorter ~~Rule~~period ~~12b-2~~that of the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to file such reports):, and (2) has been subject to such filing requirements for the past 90 days.

~~Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company ☐ ☐ ☐~~ Yes ☒ No ~~(Do not check if smaller reporting company)~~☐

IfIndicate ~~securities~~by ~~are~~check ~~registered~~mark ~~pursuant~~whether tothe ~~Section~~registrant ~~12(b)~~has ofsubmitted ~~the~~electronically ~~Act,~~every ~~indicate~~Interactive byData ~~check~~File ~~mark~~required ~~whether~~to ~~the~~be ~~financial~~submitted ~~statements~~pursuant to Rule 405 of ~~the~~Regulation ~~registrant included~~S-T induring the ~~filing~~preceding ~~reflect~~12 ~~the~~months ~~correction~~(or offor ansuch ~~error~~shorter toperiod ~~previously~~that ~~issued~~the ~~financial~~registrant ~~statements.~~was ☒required to submit such files).

Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes ☐ No ☒~~

~~The~~Yes ~~aggregate~~☐ No ~~market value of the voting stock held by non-affiliates of the registrant as of June 30, 2023 was $110,040.~~☒

The ~~number~~aggregate ofmarket ~~shares~~value of the ~~registrant’s~~voting ~~common~~ stock ~~issued~~held ~~and~~by ~~outstanding~~non-affiliates of the registrant as of ~~April~~June 1630, 2024 was 26$69,~~237,125~~630.

The number of shares of the registrant’s common stock issued and outstanding as of May 5, 2025 was 26,237,125.

DOCUMENTS INCORPORATED BY REFERENCE: None

table of contents

PART I	43
Item 1. Description of Business.	43
Item 1A. Risk Factors	118
Item 1B. Unresolved Staff Comments	1714
Item 1C. Cybersecurity	1714
Item 2. Properties	1714
Item 3. Legal Proceedings	1814
Item 4. Mine Safety Disclosures	1814
PART II	1815
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1815
Item 6. [Reserved]	2116
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	2117
For the Year Ended December 31, 2023 compared to the comparable period in 2022	22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	22
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	25
Item 8. Financial Statements and Supplementary Data	23
Item 8. Financial Statements and Supplementary Data (PCAOB ID:2738)	25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.	24
Consolidated Balance Sheets	F-2
Item 9A. Controls and Procedures.	24
Consolidated Statements of Operations	F-3
Item 9B. Other Information.	25
Consolidated Statement of Stockholder’s Deficit	F-4
PART III	25
Consolidated Statements of Cash Flows	F-5
Item 10. Directors, Executive Officers and Corporate Governance.	25
Notes to the Consolidated Financial Statements	F-6
Item 11. Executive Compensation	28
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.	27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28
Item 9A. Controls and Procedures.	27
Item 13. Certain Relationships and Related Transactions, and Director Independence.	29
Item 9B. Other Information.	28
Item 14. Principal Accountant Fees and Services.	30
PART III	28
PART IV	31
Item 10. Directors, Executive Officers and Corporate Governance.	28
Item 15. Exhibits, Financial Statement Schedules.	31
Item 11. Executive Compensation	32
SIGNATURES	34
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	33
Item 13. Certain Relationships and Related Transactions, and Director Independence.	33
Item 14. Principal Accountant Fees and Services.	34
PART IV	35
Item 15. Exhibits, Financial Statement Schedules.	35
SIGNATURES	36

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business” below. Considering these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

PART I

Forward Looking Statements

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

	●	the factors set forth under “Risk Factors” in this Form 10-K;
	●	the fact that we have a limited operating history;
	●	the expected growth of our business and our Company;
	●	our ability to comply with OTC Markets continued listing requirements;
	●	estimates of our total addressable market and our expectations about market trends;
	●	the impact on our business, financial condition and results of operation from COVID-19, or any pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide;
	●	our ability to hire and retain key personnel;
	●	our ability to obtain additional financing if and when required for our operations; and
	●	our ability to comply with government laws, rules and regulations in the United States; and

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Given these risks and uncertainties, you are cautioned not rely on such forward-looking statements as predictors of future events. Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements included in this Form 10-K.

Any forward-looking statement that we make in this Form 10-K speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, changed circumstances, future events or otherwise.

Item 1. Description of Business.

Organization

We were incorporated in the State of Delaware as a for-profit company on March 2, 2015 and established a fiscal year end of December 31. On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to correct our name to Hubilu Venture Corporation from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We were formed to provide consulting and advisory services to real estate professionals and investors to assist them in finding properties and evaluating them for purchase or leasing. We are not a real estate brokerage firm and do not engage in real estate brokerage activities.

Our services are focused on the research and analysis of real estate properties and advising clients on the best use of their real estate assets. On August 18, 2016 we established a real estate acquisitions’ division seeking to raise money and acquire real estate assets.

On March 5, 2015, we issued 25,000,000 shares of our common stock, valued at $0.001 per share, to our founder, David Behrend for $75,000 in cash or $0.003 per share. On April 30, 2015, Mr. Behrend transferred his shares to Jacaranda Investments, Inc., a Wyoming corporation he previously owned, but sold on June 24, 2022, in exchange for 30,000 shares of Jacaranda’s common shares. From April 7, 2015 to May 7, 2015, we sold and issued 235,000 shares of our common stock at a price of $0.10 per share for $23,500 to 40 accredited investors. On May 4, 2015, we issued 191,500 shares of our common stock, valued by our sole director at $0.10 per share, or $19,150, to 12 individuals for services rendered to us. Six of these individuals had already purchased shares of our common stock at the price of $0.10 per share. On October 1, 2016, we issued 100,000 shares to 5 individuals for share-based compensation, valued by our sole director at $0.10 per share, for compensation of $50,000 for services rendered to us by them. Presently, we estimate our monthly burn rate is approximately $30,000 per month, which consists of general and administrative expenses, consulting fees, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filings fees and utilities. We believe that our revenues will cover our burn rate over the next 12 months.

Our principal business, executive and registered statutory office is located at 205 South Beverly Drive, Suite 205, Beverly Hills, CA 90212 and our telephone number is (310) 308-7887 and email contact is ~~info~~tracy@hubilu.com. Our URL address is www.hubilu.com.

Business

We were formed as a real estate consulting and acquisition firm that commenced operations in March 5, 2015, and, until June 2015, was limited to organizational and business development activities. In June 2015, we entered into our first consulting agreement with a client. As a real estate advisory and consulting company, we assist real estate investor professionals, as well as established companies, with advisory and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors and professionals in the early -stage analysis of market opportunities and the evaluation of properties prior to them committing capital for the purchase or the leasing of real estate properties. We are not real estate brokers and do not intend to offer brokerage services.

Commencing in June 2015, we engaged our first client, 112 South Eucalyptus Avenue, LLC, to assist it in evaluating the best use of its property.

We have and continue to provide consulting services for several clients and are now seeking real estate acquisitions to complement our 30 existing properties. We anticipate that our revenues will increase as we secure additional clients and acquire properties in the next twelve months.

The closing of these contemplated transactions is subject to due diligence clear title. We believe that our revenues will cover our operating costs over the next 12 months; however, our majority shareholder has agreed to advance us necessary working capital, if necessary. We currently have one director. This individual allocates time and personal resources to us and devote approximately 40 hours each, per week to us.

Real Estate Acquisitions

On August 18, 2016, we launched a real estate acquisition division to acquire real estate for our company.

InAs ~~2017~~of December 31, 2024, we had acquired 2a total of 30 rental properties., which are held under 9 different subsidiaries formed as limited liability corporations, including the following 6 properties acquired during 2024 through our subsidiary, Mopane Investments, LLC:

~~On September~~● ~~15,~~1100 ~~2017,~~W we48th ~~hired~~Street, ~~Earn~~Los ByAngeles, ~~SEO~~California, ~~which~~acquired ~~specializes~~on inOctober ~~Search~~23, ~~Engine~~2024 ~~Optimization~~● ~~and~~1659 ~~Social~~Roosevelt ~~Media~~Avenue, ~~Optimization~~Los Angeles, toCalifornia, ~~enhance~~acquired ~~our Hubilu.com~~on ~~website~~August to30, ~~drive~~2024 ~~traffic~~● ~~and~~802 ~~expand~~E. ~~our~~25th ~~investor~~Street, ~~and~~Los ~~social~~Angeles, ~~media~~California, ~~presence.~~acquired ~~This~~on ~~company~~August ~~also~~20, ~~assisted~~2024 us● ~~with~~1460 ~~launching~~N. ~~our student~~Eastern ~~housing~~Avenue, ~~rental~~Los ~~site~~Angeles, ~~Hubiluhousing.com~~California, ~~which~~acquired ~~went live~~ on ~~March~~June 1627, ~~2018.~~2024 ~~This~~● ~~was~~1457 aW. ~~needed~~35th ~~adjunct~~Street, toLos ~~assist~~Angeles, ~~with~~California, ~~our~~acquired ~~aggressive marketing~~on ofJune ~~rentals~~20, ~~and~~2024 ~~also~~● ~~allow~~4700 ~~our~~S. ~~students~~Budlong ~~ease~~Avenue, toLos ~~locate~~Angeles, ~~and sign rental contracts~~California, ~~which~~acquired ison ~~all~~May ~~online~~8, ~~now.~~2024

On January 4, 2018, we started to accept Crypto currency as a form of rental payment for our properties.

On March 7, 2018, we contracted with Pacific Green Homes to install solar technology on our property located at 3711 S. Western Ave in Los Angeles. The solar panels were installed and became operational on May 26, 2018. This has reduced our electric operating costs, resulting in greater returns for our investors.

On May 31, 2018 we acquired Sunza Investments, LLC, and its real property asset located at 3910 Walton Street in Los Angeles.

On September 27, 2018, through our subsidiary, Sunza Investments, LLC, we acquired a real property asset located at 3910 Wisconsin Ave in Los Angeles.

On December 31, 2018, we acquired Lantana Investments, LLC, and its real property asset located at 1557 W. 29th Street in Los Angeles.

On July 12, 2019, we acquired Elata Investments, LLC, and its real property asset located at 1267 W. 38th Street in Los Angeles.

On December 13, 2019, though our subsidiary Elata Investments, LLC, we acquired a real property asset located at 4016 Dalton Avenue in Los Angeles.

On December 30, 2019, through our subsidiary Elata Investments, LLC, we acquired a real property asset located at 1618 W. 38th Street in Los Angeles.

On December 31, 2019, we acquired Kapok Investments, LLC, and its real property asset located at 1981 Estrella Avenue in Los Angeles.

On December 31, 2019 we acquired Trilosa Investments, LLC, and its real property asset located at 717 W. 42nd Place in Los Angeles.

On December 31, 2019 we acquired Boabab Investments, LLC, and its real property asset located at 2115 Portland Avenue in Los Angeles.

On February 22, 2020 we acquired, through our subsidiary Trilosa Investments, LLC, and its real property asset located at 3906 Denker in Los Angeles.

On July 24, 2020, we acquired, through our subsidiary Lantana Investments, LLC, and its real property asset located at 3408 Budlong Avenue in Los Angeles.

On November 8, 2020, we acquired, through our subsidiary Kapok Investments, LLC, and its real property asset located at 3912 S. Hill Street in Los Angeles.

On February 1, 2021, we acquired, through our subsidiary Trilosa Investments, LLC, and its real property asset located at 4009 Brighton Avenue in Los Angeles.

On June 18, 2021, we acquired, through our subsidiary Investments, LLC, and its real property asset located at 3909 Denker Avenue in Los Angeles.

On July 22, 2021, we acquired, through our subsidiary Sunza Investments, LLC, and its real property asset located at 4021 Halldale Avenue in Los Angeles.

On August 9, 2021, we acquired, through its subsidiary, Zinnia Investments, LLC, and its real property asset located at 1284 W. 38th Street in Los Angeles.

On September 20, 2021, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 4505 Orchard Avenue in Los Angeles.

On October 6, 2021, we acquired, through our subsidiary Lantana Investments, LLC, and its real property asset located at 3777 Ruthelen Street in Los Angeles.

On January 7, 2022, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 3791 S. Normandie Avenue in Los Angeles.

On January 20, 2022, we acquired, through its subsidiary, Boabab Investments, LLC, and its real property asset located at 2029 W. 41st Place in Los Angeles.

On March 2, 2022, we acquired, through its subsidiary, Trilosa Investments, LLC, and its real property asset located at 4517 Orchard Avenue in Los Angeles.

On March 25, 2022, we acquired, through its subsidiary, Mopane Investments, LLC, and its real property asset located at 1733 W. 37th Street in Los Angeles.

Real Estate Consulting:

Market Opportunity

We believe the real estate consulting and advisory industries are sectors of the U.S. economy, which have seen increased activity since interest rates are at their current higher levels, requiring investors to be selective in their decisions, creating potential for a public company focused on evaluating real estate opportunities. We continue to focus on residential rental real estate and development.

Historically, the U.S. real estate industry has tended to be cyclical. The real estate market experienced a significant downturn from the 2007 peak to a trough in 2009, representing the most severe downturn in property sales since at least 1990. Since 2009, real estate sales for transactions of $1 million and above have increased by 97% and dollar volume has increased by 235%. The Los Angeles housing market forecast for the 3 years ending in 2025 is positive according to CAR.com which estimates that the rising housing market prices in Los Angeles is 6 % annually during this period. If the Housing Market forecast is correct, home values will be higher at the end of 2025 than at the end of ~~2023~~2024. This upturn has been, and we believe will continue to be, primarily driven by low inventory, and Los Angeles ongoing as a place to live.

Availability, Rent Pricing and Cost of Financing. The availability and cost of debt financing is challenging but creates opportunities to acquire assets at reasonable prices. Rental prices continue to rise matching inflation at minimum and this allows for stronger returns, even with higher interest rates.

We believe this is an underserved market segment and intend to offer our consulting services to private clients. Competition will come from brokerage firms, consulting departments of accounting and consulting firms and other real estate advisory firms.

Our Business Strategy – Consulting

	●	We intend to provide consulting and advisory services to our clients for fee-based compensation. We will negotiate our fees on a case-by-case basis and intend to offer hourly rates and flat fees for our services We intend to help provide our clients with research and analysis to minimize their time to evaluate properties. We believe that our services will reduce time, costs and accelerate the time to enable the client to purchase or lease real estate without the pressure of commission sales professionals.

	●	Apply a structured consulting and asset management process to our clients. Web-based technology is becoming increasingly capital-efficient, and our model is optimized to leverage this trend using the Internet and various online research tools.

We will provide a variety of services to client companies, including the following:

	●	Analysis of current trends and transactions;

	●	Consulting on structure and financing including corporate formation services;

	●	Investment analysis of properties;

	●	Marketing, branding and public relations with respect to leasing and branding;

	●	Formulating operating strategies for the properties;

	●	Formulating other strategies designed to maximize property values, including tenant analysis;

	●	Relocation services;

	●	Introductions to potential joint venture partners; and

	●	Assisting in financial modeling.

We believe that the services we offer to our future clients will be quality, value added services that will enable long term success for them and us.

We intend to derive income from our clients for the performance of these services. We also intend to acquire and operate additional residential rental properties and derive income from management fees and operating income.

Financing Strategy

Our ability to increase our revenues and market our services will be dependent on additional outside financing, and reinvesting our profits. Primary responsibility for the overall planning and management of our services will rest with our management. For each service, we plan to offer, management will need to assess the market and our needs to offer such consulting or advisory services at cost-effective prices to real estate investors and users. All decisions will be subject to budgetary restrictions and our business control. We cannot provide any guarantee that we will be able to ever offer services on cost-effect terms.

Competition

The real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies, many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a few large, dominant organizations performing this service.

Competition for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses like us, with the intention of upgrading them and renting them to these corporate tenants.

The major competitive factors in our business are our ability to compete effectively in providing students and corporations, quality housing at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we compete effectively in these areas.

Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and they may compete more effectively than we can. If our competitors offer services at lower prices than we do, we may have to lower the prices we charge, which will adversely affect our results of operations. Furthermore, many of our competitors can obtain more experienced employees than we can.5

Real Estate Acquisitions/ Business Acquisitions:

Market Opportunity

We acquire student housing properties that are adjacent to the USC campus and ~~other high-end universities~~ which offer recession proof stability and top of the market value on rents, and residential properties to rent to corporate housing and as residential rentals.

Off Campus Student Housing began in the mid 1990’s as an infancy industry with high growth potential, with many real estate investors capitalizing on the premium rents and lack of housing on university campuses.

Why Student Housing is Growing:

◌○ Stable and Rising College Enrollment ◌○ Demand Exceeds Supply ◌○ Students Desire Homelike Amenities ◌○ Lower Off-Campus Housing Costs ◌○ Capital Constraints on Universities ◌○ Recession Proof Industry ◌○ Premium Market Rents Year-Round

USC Students are using the four Metro Stations in walking distance of USC Campus to access Downtown Los Angeles, including ~~Staples~~Crypto.com Center, LA Live, Nightlife Clubs and Bars, Entertainment Centers, Shopping Opportunities.

Average monthly rents of a unit in the USC area rose from approximately $750 in 2005 to $12,~~900~~100 in ~~2023~~2024 and student enrollment at USC has grown from 32,000 in 2005 to 4947,~~500~~000 in ~~2022~~2023-2324, with 2826,~~500~~000 being graduate students.

There are also opportunities to develop multi-family properties within walking distance of the newly constructed Los Angeles Metro/subway stations, taking advantage of upside density, zoning changes, and higher rents.

● In addition to on-demand car service availability, tenants benefit by being near the LA Metro/subway stations, eliminating the need and costs for personal vehicles and parking. ● Development opportunities will increase as the ~~City~~city encourages more density around the LA Metro/subway systems to help minimize vehicle congestion and pollution levels. ● Increased rents and development opportunities will result in higher values and a greater return on investment. ● Acquisitions of profitable high growth businesses in the industries of Business Services (Property Management, Clean Tech (Green), Healthcare Services, I.T./Cloud) and e-Commerce (B2B, B2C) operating in Southern California.

In addition to investing in real estate, we intend to diversify our investment portfolio and expand our revenue sources to include the acquisitions of profitable high growth businesses to increase our cash flow, including Property Management, CleanTech (Green), Healthcare, Intelligent Technology/Cloud, and ~~e-Commerce (B2B, B2C)~~Wellness.

Our Business Strategy

	●	Seek out and acquire Real Estate which management believes has limited downside risk, is recession proof, and is in the path of growth to facilitate high rental income upside and equity appreciation.

	●	Purchase single family and multi-family properties and portfolios, either at discounted prices or which require cosmetic renovations, to maximize cash flow and equity appreciation in the shortest possible time.

	●	Undertake development projects that involve material construction and/or renovations to realize the highest and best use upside value with significant long term investment returns.

	●	Acquire business opportunities that bring in high cash flow, with low risk, that expands our portfolio, offset our current and expanding operating costs, and allow us to grow our real estate acquisition division.

	●	Focus on below-market or other non-listed opportunities

	●	Our goal is to acquire 5 properties over the next 12 months

Financing Strategy

Our ability to increase our revenues, net profit and cash flow will be dependent on our ability to acquire more properties, additional bank and outside financing, advances from our majority shareholder and reinvesting our profits. Primary responsibility for the overall planning and management of our services will rest with our management. For each acquisition, management will need to assess the market and the ability to make a profit from rental income less expenses and cost of capital of the potential acquisitions.

Competition

The real estate student housing acquisition and rental industry is highly competitive. We compete with a variety of individuals and companies, many of which have greater financial and other resources than us or are subsidiaries or divisions of larger organizations. In particular, the industry is characterized by a small number of large, dominant organizations that perform this service.

Competition for our corporate rentals comes mainly from individual homeowners and small investors who acquire houses, similar to us, with the intention of upgrading them and renting them to these corporate tenants.

The major competitive factors in our business are our ability to compete effectively in providing ~~students,~~ quality housing at an affordable price, maintaining properties in excellent condition and obtaining market rents from tenants. We believe we will compete effectively in these areas.

Many of our competitors have substantially greater financial, technical, managerial, marketing and other resources than we do, and if our competitors offer services at lower rental prices, we may have to lower the prices we charge, which will adversely affect our results of operations. But the demand for single family residential tenancy is high and we believe prices for house rentals will continue to increase.

Intellectual Property Rights

We do not currently have any intellectual property rights.

Our Website

Our website is located at www.hubilu.com and it provides a description of our company, our services, our mission statement, along with our contact information including our address, telephone number and e-mail address.

Dependence on Customers

We are pursuing a real estate acquisition strategy as well as seeking new customers.

Trademarks and Patents

We do not have any registered trademarks or patents.

Need for any Government Approval of Principal Services

We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. Sales of the services we intend to provide to customers may be subject to U.S. and local government regulations.

Research and Development

We have not spent any money on research and development activities.

Employees

Presently, we doonly ~~not~~ have ~~any~~two employees, ~~other~~consisting ~~than~~of our ~~directors~~non-paid Chief Executive Officer, who is also our sole director, and our Vice President of Investor Relations who devote their time as needed to our business and expect to devote 40 hours per week.

107

Summary

We have and continue to provide consulting services for several clients and are now seeking real estate acquisitions to complement our 24 existing properties. We anticipate that our revenues will increase as we secure additional clients and acquire properties in the next twelve months.

The closing of these contemplated transactions is subject to due diligence clear title. We believe that our revenues will cover our operating costs over the next 12 months; however, our majority shareholder has agreed to advance us necessary working capital, if necessary. We currently have directors. These individuals allocate time and personal resources to us and devote approximately 40 hours each, per week to us.

As of the date of this Report, we have 26,237,125 shares of $0.001 par value common stock issued and outstanding, which is owned by 57 shareholders. We have 520,400 shares of our Series 1 convertible preferred stock issued and outstanding as of December 31, 2023, which is held by 9 shareholders. The aggregate market value of our common stock based on the most recent price quoted on the OTC Markets of $0.06 per share is $1,574,228. Our accumulated deficit as of December 31, 2023 is $2,120,903.

Item 1A. Risk Factors

WeThe ~~are~~following ~~subject~~important tofactors, ~~those~~and ~~financial~~the ~~risks~~important ~~generally~~factors ~~associated~~described ~~with~~elsewhere ~~startup~~in ~~enterprises.~~this ~~Since~~report weor ~~have~~in ~~sustained~~our ~~losses~~other ~~since~~filings ~~Date~~with ofthe ~~Incorporation~~SEC, could weaffect ~~will~~(and ~~require~~in ~~financing~~some tocases ~~fund~~have affected) our ~~development~~results ~~activities~~ and tocould ~~support~~cause our ~~operations~~results ~~and~~to ~~will~~be ~~independently~~materially ~~seek~~different ~~additional~~from ~~financing~~estimates or expectations. ~~However,~~Other werisks and uncertainties may bealso ~~unable~~affect toour ~~obtain~~results ~~such~~or ~~financing~~operations adversely. WeThe ~~are~~following ~~also~~and ~~subject~~these toother ~~risk~~risks ~~factors~~could ~~specific~~materially and toadversely affect our business, ~~strategy~~operations, ~~and~~results ~~the~~or ~~entertainment industry~~financial condition.

RISKS ASSOCIATED WITH OUR COMPANY AND INDUSTRY

Since we are a real estate consulting and acquisitions company, we have just begun to generate revenues and lack an established operating history, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans.

Although we have revenues from the rental properties owned by our subsidiaries, we have an accumulated deficit of $2,~~120~~307,~~903~~140. Such prospects must be considered given the substantial risks, expenses and difficulties encountered by new entrants into the real estate consulting industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon several factors, including our ability to secure clients and acquire profitable real estate properties. Based upon current plans, we expect to incur operating losses in future periods as we incur expenses associated with our business. Further, we cannot guarantee that we will be successful in increasing our revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.

As a public company, we must comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business that would result in our being unable to continue as a going concern.

11Our financial statements for the year ended December 31, 2024, disclose that we can continue as a going concern. However, if necessary, our directors may be unable or unwilling to loan or advance us any funds.

Our financial statements for the year ended December 31, 2023, disclose that we can continue as a going concern. However, if necessary, our directors may be unable or unwilling to loan or advance us any funds.

Our future is dependent upon our ability to obtain financing and upon future profitable operations from our consulting services. We plan to seek additional funds through private placements of our common or preferred stock. Private placements of our common or preferred stock may involve substantial dilution to our existing shareholders. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.

Our director ~~directors~~has ~~have~~ limited experience in the real estate consulting industry, which could prevent us from successfully obtaining clients for the Consulting part of our business plan and impede our ability to earn Consulting revenue.

Our director ~~directors~~has ~~have~~ experience in the real estate industry but limited experience in the consulting sector. While our president has been an agent, broker, property manager and principal, he has limited experience in real estate consulting to third parties. Our management’s lack of experience could hinder their ability to successfully consult on real estate projects that will result in clients retaining our services. It is likely that our management’s inexperience with real estate consulting will hinder our ability to earn revenue. Each potential investor must carefully consider the lack of experience of our officers and directors before purchasing our common stock.

Our director ~~directors~~has ~~have~~ limited experience in operating a public company, which could prevent us from successfully implementing our business plan and impede our ability to earn revenue.

Our director ~~directors~~has ~~have~~ limited experience in operating a public company. While ~~they~~he ~~have~~has experience in operating companies, ~~their~~ his limited experience in operating a public company could hinder their ability to successfully comply with the reporting and other requirements imposed on public companies. ~~It is likely that our management’s limited experience with operating a public company will hinder our ability to earn revenue and comply with various reporting requirements.~~ Each potential investor must carefully consider the lack of experience of our officer and director, who is one in the same, before purchasing our common stock.

Key management personnel may leave us, which could adversely affect our ability to continue operations.

We are entirely dependent on the efforts of David Behrend, our president, chief executive officer as well as our second director. The loss of our directors, or of other key personnel hired in the future, could have a material adverse effect on the business and its prospects. There is currently no employment contract by and between any director and us.

Also , there is no guarantee that replacement personnel, if any, will help us to operate profitably. They have been and continue to expect to be able to commit approximately 40 hours per week of their time to the development of our business plan in the next six months. If management is required to spend additional time on other employment, they may not have sufficient time to devote to us and we would be unable to develop our business plan resulting in the business failure.

If we are unable to obtain additional funding our business operation will be harmed, and if we do obtain additional funding, our then existing shareholders may suffer substantial dilution.

We have limited financial resources. As of December 31, ~~2023~~2024, we had $249,~~564~~799 of cash on hand and ~~total~~negative ~~assets~~working capital of $162,~~835~~582,~~820~~595. If we are unable to develop our business or secure additional funds our business would fail, and our shares may be worthless. We may seek to obtain debt financing as well. There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness, or that we will not default on our debt obligations, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs, or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our business plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

In the future, we may seek additional financing through the sale of our common or preferred stock resulting in dilution to existing shareholders.

The most likely source of future financing presently available to us is through the sale of shares of our common or preferred stock. Any sale of common or preferred stock will result in dilution of equity ownership to existing shareholders. This means that, if we sell shares of our common or preferred stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding, which will result in a reduction in the value of an existing shareholder’s interest. To raise additional capital, we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

We cannot guarantee we will be successful in generating revenue in the future or be successful in raising funds through the sale of shares to pay for our business plan and expenditures. Failure to generate additional revenue may cause us to go out of business, which may result in the complete loss of your investment.

Competition in the real estate consulting industry is strong.

The marketplace in which we compete is intensely competitive and subject to rapid change. Our competitors include well-established enterprises. Some of these competitors are based globally. We anticipate that we will face additional competition from new entrants that may offer significant performance, price, creative or other advantages over those offered by us. ~~Many of these competitors have greater name recognition and resources than us.~~

Additionally, potential competitors with established market shares and greater financial resources may introduce competing projects. Thus, there can be no assurance that we will be able to compete successfully in the future or that competition will not have a material adverse effect on our operations. Increased competition could result in lower than expected operating margins or loss of the ability to engage distributors of their productions, either of which would materially and adversely affect our business, results of operation and financial condition.

We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues and profitability.

The real estate consulting industry is subject to extensive and complex federal, state, county and ~~state~~City of Los Angeles rental laws and regulations related to safety, conduct of operations, and payment for services. If we fail to comply with the laws and regulations that are directly applicable to our business, we could suffer civil and/or criminal penalties or be subject to injunctions and delays in production schedules orders.

Federal and state governments may regulate certain aspects of the real estate industry. Our ability to cost effectively market our services as they related to real estate projects could be affected by such regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition.

Our directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented.

To resolve such potential conflicts of interest, our directors have agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Since the effective date of our registration statement, we are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. To comply with these requirements, our independent registered public accounting firm must review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel should review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted now because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined now and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or our directors; and

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

We have ~~two~~one ~~directors~~director. We have not established board committees comprised of independent members to oversee functions like compensation or audit issues. We do not have an audit or compensation committee comprised of independent directors. Our ~~directors~~sole director performs these functions.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our directors’ decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

If our real estate property prices and rents begin to fall, or we do not generate revenues from tenant rentals to cover our property expenses, our business ~~would~~could fail.

Real estate projects involve substantial risks, because it requires that we spend significant funds based entirely on our preliminary evaluation of rental income from potential tenants. It is impossible to predict the success of any project. The ability of a real estate project to be commercially successful can depend upon a variety of unpredictable factors, including:

	●	Tenants or investors taste, which is always subject to change;
	●	The quantity and popularity of other real estate projects in the vicinity;
	●	The competition for real estate and rental units

We will rely upon consultants for web-further enhancement and maintenance of our website and the consultant may not maintain it in a manner that is necessary to promote and recruit personnel and potential clients effectively.

We have developed a website that will help us attract personnel and clients. It is a basic website to located at www.hubilu.com. We intend to use the website as a promotional and recruiting tool for potential clients as well as a tool for soliciting projects to consult on with real estate owners. We intend to constantly monitor and make improvements to our website. If we do not further develop our website, we may not be able to adequately access clients or projects to develop consulting revenues.

RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES

Investors may lose their entire investment if we fail to implement our business plan.

As a real estate consulting and acquisition company that commenced operations in June 2015, and we expect to face substantial risks, uncertainties, expenses and difficulties. We were formed on March 2, 2015. We have a limited demonstrable operations record, on which you can evaluate our business and prospects. As of the date of this Annual Report on Form 10K, our operations have been devoted to implementing our business plan, acquiring 2430 properties, and looking for investment opportunities whereby we can acquire real property and operate it. We cannot guarantee that we will be successful in accomplishing our objectives. In addition, our lack of operating capital could negatively impact the value of our common shares and could result in the loss of your entire investment.

Participation is subject to risks of investing in micro capitalization companies.

Micro capitalization companies generally have limited product lines, markets, market shares and financial resources. The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies. Micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

There has not been any established trading market for our common stock, and there is currently a limited public market for our securities. Our shares are quoted on the OTC Pink. There can be no assurances as to whether:

	(i)	any market for our shares will develop;

	(ii)	the prices at which our common stock will trade; or

	(iii)	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock would be subject to the penny stock restrictions.

The trading of our securities will be in the over-the-counter market, which is commonly referred to as the OTC Markets. Thus, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be a penny stock for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. To approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to evaluate the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

	●	the basis on which the broker or dealer made the suitability determination, and

	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares probably will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; ● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; ● “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons; ● Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and ● Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

● Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and ● Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

There is currently a limited public market for our common stock, and there can be no assurance that any established public market would develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue-sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

Because insiders control our activities, they may cause us to act in a manner that is most beneficial to them and not to outside shareholders, which could cause us not to take actions that outside investors might view favorably, and which could prevent or delay a change in control.

David Behrend, our chairman, chief executive officer and president, controls Jacaranda3 Investments, Inc., which owns 25,000,000 common shares representing 95% of the outstanding common stock. Jacaranda3 Investments, Inc., purchased the common stock from Jacaranda Investments, Inc. on January 3, 2021. Thus, it effectively controls all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. This insider also can delay or perhaps even block, by its ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

Our directors have authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of us.

Our Certificate of Incorporation at Article Ten provides for indemnification as follows: “No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Tenth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.”

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

Except for the 235,000 shares that were registered pursuant to our registration statement, 359,500 shares that had the restrictive legend removed under Rule 144 and 254,265 shares held by Jacaranda3 Investments, Inc., that had the restrictive legend removed under Rule 144, the remaining outstanding shares of common stock (25,103,360 shares are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months if purchased from a non-reporting Company, may, under certain conditions, sell all or any of his shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares more than 1% of the Company’s outstanding common stock every three months. Because of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the ~~amount~~number of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the prescribed period. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our sole director will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. We pay a 5% dividend on our Series 1 convertible preferred stock, which is paid in kind.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, because of Sarbanes-Oxley, requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because our sole director is not an independent director, we do not currently have independent audit or compensation committees. Thus, this sole director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management because of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

As of the effective date of our registration statement, October 27, 2015, we became subject to certain informational requirements of the Exchange Act, as amended and we are required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A. We filed a Form 8A. However, we will not be required to furnish proxy statements to security holders and our director, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500, or more, security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

We will incur ongoing costs and expenses for SEC reporting and compliance; without revenue, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

To be eligible for quotation on the OTC Markets, we must remain current in our filings with the SEC. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC Markets that become delinquent in their required filings will be removed following a 30 or 60 -day grace period if they do not make their required filing during that time. For us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

For all the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

We periodically assess risks from cybersecurity threats, and monitor our information systems for potential vulnerabilities. However, to date, given the small size of our company and the nature of our operations, our reliance on information systems has been limited to the use of standard off-the-shelf software (such as Google, QuickBooks and Microsoft Office) and the use by our employees of standard personal computers. Accordingly, management has not implemented any formal process for assessing, identifying, and managing risks from cybersecurity threats.

Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition. We discuss how cybersecurity incidents could materially affect us in our risk factor disclosures in Item 1A of this Annual Report on Form 10-K.

Governance

As discussed above, given the nature of our current operations and our experience to date, we do not currently perceive cybersecurity as a particularly significant risk to our business. Accordingly, we have not tasked our ~~Director~~director with any additional cybersecurity oversight duties, or designated any committee of the Board of Directors to specifically oversee cybersecurity risks to our business.

Item 2. Properties

We currently own 9 limited liability companies, which each own athe ~~residential~~following rental property, except for Sunza Investments, LLC which owns 3 properties, Zinnia Investments, LLC which owns 3 properties, Akebia Investments, LLC which owns 1 property, Elata Investments, LLC which owns 3 properties, Trilosa Investments, LLC which owns 3 properties, Lantana Investments, LLC which owns 3 properties, Kapok Investments, LLC which owns 2 properties, Baobabab Investments, LLC, which owns 2 properties and Mopane Investments, LLC which owns 1 property. All properties are located in Los Angeles, California. The first property is a residential rental located on a 4,373 square foot lot and consists of 9 rooms. The second property is a residential rental located on a 4,320 square foot lot and consists of 8 single units and one 2 bedroom unit. The third is a 1,674 square foot residential rental located on 3,582 square foot lot and consists of 6 rooms. The fourth is a 1,527 square foot residential rental located on a 5,396 square foot lot and consists of 8 rooms. The fifth is a 1,280 square foot residential rental located on a 2,924 square foot lot and consists of 7 rooms. The sixth is a 1,066 square foot residential rental located on a 5,240 square foot lot and consists of 5 rooms. The seventh is a residential rental located on a 6,691 square foot lot and consists of 9 rooms. The eighth is a residential rental located on a 5,440 square foot lot and consists of 6 rooms. The ninth is a residential rental located on a 6,220 square foot lot and consists of 10 rooms. The tenth is a residential rental located on a 4,800 square foot lot and consists of 7 bedrooms. The eleventh is a residential rental located on a 6,234 square foot lot and consists of 5 bedrooms. The twelfth residential rental is located on a 4,137 square foot lot and consists of 6 bedrooms. The thirteenth residential rental is located on a 3,067 square foot lot and consists of 5 bedrooms. The fourteenth residential rental is located on a 7,500 square foot lot and consists of 8 bedrooms. The fifteenth residential rental is located on 4,137 square foot lot and consists of 6 bedrooms. The sixteenth residential rental is located on a 6,700 square foot lot and consists of 9 bedrooms. The seventeenth residential rental is located on a 3,091 square foot lot and consists of 7 bedrooms. The eighteenth residential rental is located on a 3,560 square foot lot and consists of 7 bedrooms. The nineteenth residential rental is located on a 3,364 square foot lot and consists of 6 bedrooms. Twentieth residential rental is located on a 2,517 square foot lot and consists of 7 Bedrooms. Twenty first residential rental is located on a 5,501 square foot lot and consists of 8 bedrooms. Twenty second residential rental is located on 3,640 square foot lot and consists of 5 bedrooms. Twenty third residential rental is located on 3,841 square foot lot and consists of 5 bedrooms.properties:

Entity Name:		Properties Owned:
Akebia Investments, LLC		1
Baobab Investments, LLC		4
Elata Investments, LLC		3
Kapok Investments, LLC		2
Lantana Investments, LLC		3
Mopane Investments, LLC		7
Sunza Investments, LLC		3
Trilosa Investments, LLC		4
Zinnia Investments, LLC		3
		30

All properties are located in Los Angeles, California.

From April 2015 to February 2016, our executive, administrative and operating offices were located at 9777 Wilshire Boulevard, Suite 804, Beverly Hills, CA 90212. We did not have a written lease with the landlord and an unrelated third party provided us with space, on a month-to-month basis, for no cost. On March 4, 2016, we executed a written lease for 750 square feet of space for $2,200 per month. Jacaranda Investments, Inc., advanced us the first month prorated rent of $1,703 and $6,600 for the landlord’s security deposit. Our current lease, which changed on June 1, 2020, is now 375 square feet of space on a month-to-month basis and is $1,395 per month.

Item 3. Legal Proceedings

WeFrom ~~are~~time ~~not~~to ~~involved~~time, ~~in any legal proceedings nor are~~ we ~~aware~~may ofbe ~~any~~involved ~~pending~~in orvarious ~~threatened~~disputes ~~litigation~~and ~~against us. None of our officers or director is a party to any legal proceeding or~~ litigation. ~~None~~matters ofthat ~~our~~arise ~~officers~~in orthe ~~director~~ordinary ~~has~~course ~~been convicted~~ of abusiness. ~~felony~~We orare ~~misdemeanor~~not ~~relating~~currently toengaged ~~securities~~in orany ~~performance~~material inlegal ~~corporate office~~proceedings.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

~~Our~~Market Common Stock is quoted on the OTC Pink under the symbol “HBUV.” For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.Information

Fiscal Quarter	Fiscal 2023
	High		Low
First Quarter Ended March 31	$	0.21	$	0.21
Second Quarter Ended June 30	$	0.21	$	0.21
Third Quarter Ended September 30	$	0.99	$	0.06
Fourth Quarter Ended December 31	$	0.06	$	0.06

There is a limited public market for our common stock. Shares of our common stock trade on the OTC Pink under the symbol “HBUV”.

WeThe ~~have~~following ~~520,400~~table ~~shares~~sets offorth, ~~our~~for ~~Series~~the 1fiscal ~~convertible~~quarters ~~preferred~~indicated, ~~stock~~the ~~that~~high isand ~~convertible~~low ~~into~~bid ~~shares~~information offor our common stock., ~~The~~as ~~conversion~~reported on ~~provisions~~the ~~are~~OTC ~~discussed~~Pink. inThe ~~our~~following ~~footnotes~~quotations toreflect ~~our~~inter-dealer ~~financial statements. In general~~prices, ~~under~~without ~~Rule~~retail ~~144~~mark-up, amark-down ~~holder of restricted common shares who is an affiliate at the time of the sale~~ or ~~any~~commission ~~time~~and ~~during~~may ~~the~~not ~~three months preceding the sale can resell shares, subject~~represent toactual ~~the restrictions described below~~transactions.

If we have been a public reporting company under the Exchange Act for at least 90 days immediately before the sale, then at least six months must have elapsed since the shares were acquired from us or one of our affiliates, and we must remain current in our filings for an additional period of six months; in all other cases, at least one year must have elapsed since the shares were acquired from us or one of our affiliates.

	High		Low
Fiscal Year Ended December 31, 2024
First Quarter	$	0.06	$	0.06
Second Quarter	$	0.06	$	0.06
Third Quarter	$	0.06	$	0.06
Fourth Quarter	$	1.35	$	0.06

Fiscal Year Ended December 31, 2023
First Quarter	$	0.21	$	0.21
Second Quarter	$	0.21	$	0.21
Third Quarter	$	0.99	$	0.06
Fourth Quarter	$	0.06	$	0.06

~~The~~As ~~number~~of April 30, 2025, there were approximately 76 shareholders of ~~shares~~record ~~sold~~of byour ~~such~~common ~~person~~stock. ~~within~~Such number does not include any ~~three-month~~shareholders holding ~~period~~shares ~~cannot~~in ~~exceed~~nominee ~~the~~or ~~greater~~“street name”. As of: April 30, 2025, there were 26,237,125 shares of common stock outstanding on record.

	●	1% of the total number of our common shares then outstanding; or
	●	The average weekly trading volume of our common shares during the four calendar weeks preceding the date on which notice on Form 144 with respect to the sale is filed with the SEC (or, if Form 144 is not required to be filed, the four calendar weeks preceding the date the selling broker receives the sell order) This condition is not currently available to the Company because its securities do not trade on a recognized exchange.

Preferred Stock

~~Conditions~~As ~~relating~~of toApril ~~the~~30, ~~manner~~2025, ofwe ~~sale~~have 520,400 ~~notice~~shares ~~requirements~~of ~~(filing~~our ofSeries ~~Form~~1 ~~144~~convertible ~~with~~preferred ~~the~~stock ~~SEC)~~that ~~and~~is ~~the~~convertible ~~availability~~into shares of ~~public~~our ~~information~~common ~~about~~stock. usThe ~~must~~conversion ~~also~~provisions beare ~~satisfied~~discussed in our footnotes to our financial statements.

18The Preferred Stock matured on September 30, 2019. We extended the conversion date to September 30, 2029.

A total of 26,237,125 of the presently outstanding shares of our common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. The SEC has adopted final rules amending Rule 144, which have become effective on February 15, 2008. Pursuant to the new Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files a Form 8-K addressing Item 5.06 with such information as may be required in a Form 10 registration statement with the SEC, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company can only be resold in reliance on Rule 144 if the following conditions are met:

1. the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; 2. the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; 3. the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and 4. at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

We do not believe we are classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

	●	If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).
	●	If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available.

However, no assurance can be given as to:

● the likelihood of a market for our common shares developing, ● the liquidity of any such market, ● the ability of the shareholders to sell the shares, or ● the prices that shareholders may obtain for any of the shares.

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

Common Stock Currently Outstanding

As of December 31, 2023, we have 26,237,125 shares of our common stock outstanding.

Series 1 Preferred Stock Currently Outstanding

As of December 31, 2023 and 2022, we have 520,400 shares of our Series 1 convertible preferred stock outstanding.

Holders

As of the date of this Report, we had 57 stockholders of record of our common stock and 9 stockholders of record on our Series 1 convertible preferred stock.

Dividends

We have not declared any cash dividends on our common stock since our Date of Incorporation and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Director deems relevant.

The holders of our Series 1 convertible preferred stock are entitled to a 5% paid-in-kind dividend on their shares.

Transfer Agent

Globex Stock Transfer, LLC, is our independent stock transfer agent.

None.

The Preferred Stock has the following rights and privileges:

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

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

Dividends – The holders of the Preferred Stock in preference to the holders of common stock, are entitled to receive, if and when declared by the Board of Directors, dividends at the rate of ~~$0.05~~5% per share per annum, in kind, which shall accrue quarterly. Such dividends ~~are~~ are cumulative. No such dividends have been declared to date. In addition, the holders of the Preferred Stock are entitled to receive a dividend, in kind equal, to any dividend paid on common stock, when and if declared by the board, on the basis of the number of common shares into which a share of Preferred Stock may be convertible.

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

~~The Preferred Stock matured on September 30, 2019. We extended the conversion date to September 30, 2029.~~15

Dividends

We have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. The payment of dividends is subject to the discretion of our board of directors and depends, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our board of directors, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences, restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.

The holders of our Series 1 convertible preferred stock are entitled to a 5% paid-in-kind dividend on their shares.

Equity Compensation Plan Information

We did not have any shares authorized for issuance under equity plans at December 31, 2024.

Recent Sales of Unregistered Securities

None.

Transfer Agent

Globex Stock Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725, is our independent stock transfer agent.

Additional Information

Copies of our annual reports on Form 10−K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Item 6. [Reserved]

Not required under Regulation S-K for “smaller reporting companies.”

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

This ~~Annual~~discussion ~~Report~~summarizes onthe ~~Form~~significant ~~10−K~~factors ~~contains~~affecting ~~forward-looking~~the ~~statements.~~operating ~~Our actual~~ results, ~~could~~financial ~~differ~~condition, ~~materially~~liquidity ~~from~~and ~~those~~cash ~~set~~flows ~~forth because~~ of ~~general~~the ~~economic~~Company for ~~conditions and changes in~~ the ~~assumptions~~fiscal ~~used~~years inended ~~making~~December 31, ~~such~~2024 ~~forward-looking~~and ~~statements~~2023. The ~~following~~ discussion and analysis ofthat ~~our~~follows ~~financial condition and results of operations~~ should be read together with the section ~~audited~~entitled ~~consolidated~~“Forward ~~financial~~Looking ~~statements and~~Statements” ~~accompanying notes~~ and ~~the~~our ~~other~~ financial ~~information~~statements ~~appearing elsewhere in this Report. The analysis set forth below is provided pursuant to applicable Securities~~ and ~~Exchange~~the ~~Commission~~notes ~~regulations and is not intended~~ to ~~serve~~the asfinancial astatements ~~basis for projections of future~~included ~~events.~~elsewhere ~~Refer~~in ~~also~~this toannual ~~“Risk~~report ~~Factors”~~on ~~and~~Form ~~“Cautionary Note Regarding Forward Looking Statements” in Item 1 above~~10-K.

~~The~~Except ~~following~~for ishistorical ~~management’s~~information, ~~discussion~~the ~~and~~matters ~~analysis~~discussed ofin ~~financial~~this ~~condition~~section ~~and~~are ~~results~~forward oflooking ~~operations~~statements that involve risks and isuncertainties and ~~provided~~are asbased aupon ~~supplement to~~judgments concerning various factors that are beyond the ~~accompanying~~Company’s ~~financial~~control. ~~statements~~Consequently, and ~~notes~~because toforward-looking statements ~~help~~are ~~provide~~inherently ansubject ~~understanding~~to ofrisks ~~our~~and ~~financial condition~~uncertainties, the actual results ofand ~~operations~~outcomes may differ materially from the results and ~~cash~~outcomes ~~flows~~discussed ~~during~~in the ~~periods~~forward-looking ~~included~~statements. inYou are urged to carefully review and consider the ~~accompanying~~various ~~financial~~disclosures ~~statements~~made by us in this report.

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

We ~~intend~~are ~~the~~a ~~following~~startup ~~discussion~~enterprise tothat ~~assist~~commenced inoperations ~~the~~on ~~understanding~~March of5, ~~our~~2015. ~~financial~~We ~~position~~are asreal ofestate ~~December 31~~consulting, ~~2023~~asset ~~and~~management ~~2022~~ and ~~our~~business ~~results~~acquisition ofcompany, ~~operations~~which ~~for~~specializes ~~the~~in ~~year~~acquiring ~~ended~~student ~~December~~housing ~~31,~~income ~~2023~~properties and ~~2022.~~development/business ~~You~~opportunities ~~should~~located ~~refer~~near to within the ~~Financial~~Los ~~Statements~~Angeles ~~and related Notes in conjunction with this discussion~~area.

~~Results~~During 2024, we closed on a total of ~~Operations~~six new properties in the Los Angeles area, under our Mopane Investments, LLC entity, bringing our total properties under management to thirty. Also, during 2024, a significant tenant that was responsible for $1,431,665, or 64%, and $1,180,338, or 63%, of our revenues during the years ended December 31, 2024 and 2023, respectively, terminated their contracts. We are actively seeking new tenants to fulfill our occupancy rate goals.

General

We are a startup enterprise that commenced operations on March 5, 2015, which, until June 2015, has been limited to organizational and business development activities. We are real estate advisory and consulting company that assists real estate investor professionals, as well as established companies, with advisory and consulting services focused on providing research, analysis and acquisition opportunities to them. Our mission is to assist investors and professionals in the early stage analysis of market opportunities and the evaluation of properties prior to them committing capital for the purchase or the leasing of real estate properties. We intend to focus our initial marketing efforts in the commercial markets; however, we will also look at residential and income producing markets. We intend to use the Internet as well as the services of independent sales consultants to market our services to investors and professionals in Southern California with our initial efforts focused in Beverly Hills and Los Angeles. We have had limited operations and have limited financial resources. Our auditors indicated in their report on our financial statements (the “Report”) that “the Company’s lack of business operations and early losses raise substantial doubt about our ability to continue as a going concern.” Our operations from March 2, 2015 (Date of Incorporation) to December 2023 were devoted primarily to development, operational activities, and acquisitions which included:

1. Formation of the Company; 2. Development of our business plan; 3. Evaluating various target real estate professionals and investors to market our services; 4. Research on marketing channels/strategies for our services; 5. Secured our website domain www.hubilu.com and beginning the development of our initial online website; and 6. Research on services and the pricing of our services.

We intend to provide services to target investors and professionals with the mission to assist them in investment and property evaluation strategies and provide hands-on support to reduce evaluation time and resources and increase the speed for them to determine whether to proceed with a real estate lease or investment. Besides general property evaluation services, we intend to offer services to assist the principals with property development ideas and investment structure.

Our goal is to assist investors by providing them with the property opportunities, analysis and guidance to enhance their ability to purchase or lease real estate. We are not real estate brokers and do not intend to offer brokerage services. We intend to initially target businesses in Southern California.

Critical Accounting Policy and Estimates

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form 10-K.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively together with notes thereto, which are included in this Annual Report on Form 10-K.

~~Results of Operations for the Year Ended December 31, 2023, compared to the year ended December 31, 2022~~17

~~Revenues.~~Results ~~Our~~of ~~rental~~Operations ~~revenues increased to $1,885,985~~ for the ~~year~~Year ~~ended~~Ended December 31, ~~2023~~2024, compared to ~~$1,579,682 for~~ the ~~comparable~~year ~~period in~~ended ~~2022,~~December ~~an increase of $306~~31,~~303,~~ ~~or 19%. The increase was due to a change in City of Los Angeles rent control laws which allowed a stronger rental collection.~~2023

~~Operating~~The ~~expenses.~~following ~~Operating~~table ~~expenses~~summarizes ~~increased~~selected toitems ~~$1,142,038~~from ~~for~~ the ~~year~~statement ~~ended~~of ~~December~~operations ~~31, 2023, compared to $752,503~~ for the ~~comparable~~years ~~period in~~ended ~~2022,~~December ~~an increase of $389~~31,~~535,~~ or2024 ~~52%. Operating expenses are comprised of general~~ and ~~administrative expenses~~2023, ~~consulting fees, depreciation, professional fees, property taxes, rent, repairs and maintenance, transfer agent and filing fees and utilities~~respectively. ~~The components of operating expenses are discussed below. Operating increased primarily due to increased repairs and maintenance on properties in the current year.~~

	Years Ended
	December 31,						Increase /
	2024			2023			(Decrease)

Rental revenue	$	2,232,412		$	1,885,985		$	346,427

Operating expenses:
General and administrative		265,863			110,084			155,779
Salaries and benefits		87,500			69,100			18,400
Utilities		30,504			47,624			(17,120	)
Professional fees		138,876			91,171			47,705
Property taxes		228,268			191,018			37,250
Repairs and maintenance		143,280			435,282			(292,002	)
Depreciation		215,006			197,759			17,247
Total operating expenses		1,109,297			1,142,038			(32,741	)

Net operating income		1,123,115			743,947			379,168

Other income (expense):
Dividends expense		(26,020	)		(25,949	)		71
Interest expense		(1,209,530	)		(993,330	)		216,200
Loss on early extinguishment of debt		(73,802	)		-			73,802
Total other income (expense)		(1,309,352	)		(1,019,279	)		290,073

Net loss	$	(186,237	)	$	(275,332	)	$	(89,095	)

~~Salaries and benefits decreased to $69,100 for the~~Rental year ended December 31, 2023, compared to $79,175 for the comparable period in 2022, a decrease of $10,075, or 13%. Salaries and benefits decreased due to reduced time spent on activities by our vice president who is our only compensated employee.Revenue

~~Utilities~~Our rental ~~decreased~~revenues ~~$18,733~~increased to $472,~~624~~232,412 for the year ended December 31, ~~2023~~2024, compared to $661,~~357~~885,985 for the comparable period in ~~2022~~2023, an increase of $346,427, or 18%. The increase was due to acquiring 6 new properties that were rented out over various dates in 2024.

~~Professional~~General ~~fees increased to $91,171 for the year ended December 31, 2023, compared to $61,916 for the comparable period in 2022, an increase of $29,255, or 47%. Professional fees consisted of legal fees~~ and ~~accounting~~Administrative ~~fees, which increased primarily due to increased legal fees incurred during the current year.~~Expenses

~~Property~~General ~~taxes~~and ~~decreased~~administrative toexpenses was $~~191~~265,~~018~~863 for the year ended December 31, ~~2023~~2024, compared to $~~198~~110,~~038~~084 for the ~~comparable~~year ~~period~~ended ~~in 2022~~December 31, a2023, ~~decrease~~an increase of $7155,~~020~~779, or 4 142%. ~~Property~~General ~~taxes~~and ~~decreased~~administrative expenses increased primarily due to ~~less~~increased ~~supplemental~~property ~~taxes~~acquisitions in the current year.

~~General and administrative expenses increased to $944,279~~Salaries ~~for the year ended December 31, 2023, compared to $543,892 for the comparable period in 2022, an increase of $400,387, or 74%. General~~ and ~~administrative expenses increased primarily due to increased repairs and maintenance on properties in the current year.~~Benefits

~~Depreciation~~Salaries and ~~decreased~~benefits ~~to $197,759~~ for the year ended December 31, ~~2023~~2024 was $87, 500, compared to $~~208~~69,~~611~~100 for the ~~comparable~~year ~~period~~ended inDecember 31, ~~2022~~2023, aan ~~decrease~~ increase of $1018,~~852~~400, or 527%. ~~Depreciation~~Salaries ~~decreased~~and ~~primarily~~benefits increased due to ~~some~~more ~~of our~~time ~~assets~~spent ~~reaching~~on ~~the~~activities ~~end~~by ofour ~~their~~vice ~~depreciable~~president ~~useful~~who ~~lives~~is our only compensated employee.

Net Loss. Our net loss increased to $275,332 for the year ended December 31, 2023, compared to a net loss of $146,705 for the comparable period in 2022, an increase of $128,627, or 88%. Our net loss increased primarily due to increased repairs and maintenance on properties and increased interest expense incurred in the current year.Utilities

Utilities for the year ended December 31, 2024 was $30,504, compared to $47,624 for the year ended December 31, 2023, a decrease of $17,120, or 36%. The decrease was primarily due to increased occupancy rates in 2024 that resulted in fewer unreimbursed utilities in the current year.

Professional Fees

Professional fees for the year ended December 31, 2024 was $138,876 for the year ended December 31, 2024, compared to $91,171 for the year ended December 31, 2023, an increase of $47,705, or 52%. Professional fees consisted of legal fees and accounting fees, which increased primarily due to increased accounting fees incurred as we expanded operations during the current year.

Property Taxes

Property taxes for the year ended December 31, 2024 was $228,268, compared to $191,018 for the year ended December 31, 2023, an increase of $37,250, or 20%. Property taxes increased primarily due to acquiring six new residential properties during 2024.

Repairs and Maintenance

Repairs and maintenance for the year ended December 31, 2024 was $143,280, compared to $435,282 for the year ended December 31, 2023, a decrease of $292,002, or 67%. Repairs and maintenance decreased due to extensive repairs and maintenance on properties incurred in the prior year that did not need to be replicated in the current year.

Depreciation

Depreciation for the year ended December 31, 2024 was $215,006, compared to $197,759 for the year ended December 31, 2023, an increase of $17,247, or 9%. Depreciation increased primarily due to increased building and capital improvements resulting from the acquisition of six new properties during 2024.

Other Income (Expense)

Other expenses for the year ended December 31, 2024 were $1,309,352, compared to other expenses of $1,019,279 for the year ended December 31, 2023. Other expense during the year ended December 31, 2024 consisted of $26,020 of dividends expense, $1,209,530 of interest expense and a loss of $73,802 on the early extinguishment of debt. Other expenses for the year ended December 31, 2023 consisted of $25,949 of dividends expense and $993,330 of interest expense.

Net Loss

Our net loss for the year ended December 31, 2024 was $186,237, compared to a net loss of $275,332 for the year ended December 31, 2023, a decrease of $89,095, or 32%. Our net loss decreased primarily due to less repairs and maintenance on properties and increased rental revenue resulting from the acquisition of six new properties during 2024, as partially offset by increased finance costs on those same properties.

Liquidity and Capital Resources.

~~Since~~As of ~~2015,~~December ~~Jacaranda Investments~~31, ~~Inc.~~2024, ~~provided~~the usCompany ~~with~~had current assets of $~~492~~14,~~500~~262, inconsisting ~~related~~of ~~party~~cash ~~advances.~~of We$9,799 ~~have~~and ~~not~~accounts receivable of $4,463. The ~~been~~Company’s ~~advanced~~current ~~any~~liabilities ~~more~~as ~~money~~of ~~since~~December 31, ~~2018.~~2024 ~~Jacaranda~~were ~~Investments~~$2,596,857, ~~Inc.~~consisting ~~has~~of ~~agreed~~$4,982 ~~not~~of toaccounts ~~seek~~payable, ~~repayment~~$27,875 of advanced ~~its~~rents ~~advances~~received, ~~until~~$87,366 weof ~~are~~accrued ~~financially able~~interest, to$96,440 ~~repay~~of ~~them.~~security Indeposits ~~2021~~payable, $18474,~~229~~271 ~~was~~amounts ~~repaid~~due to ~~Jacaranda~~related ~~Investments~~parties, 1,700,440 ~~Inc.~~of ~~leaving~~current ~~the~~maturities ~~balance~~of atmortgages payable and $~~474~~205,~~271~~483 of dividends payable.

~~Our~~The ~~total~~following ~~assets~~table ~~are~~summarizes ~~$16,835,820~~our astotal ofcurrent ~~December 31~~assets, ~~2023,~~liabilities ~~consisting of $11,800,304 in real estate, building~~ and working capital ~~improvements~~at ~~of $5,458,695,~~December ~~$296~~31,~~463~~ in2024 ~~property acquisition~~ and ~~financing, net of $762,406 in depreciation, $24,564 in cash and $6,600 in security deposits~~2023.

Our total liabilities are $18,018,592 and $18,087,019 as of December 31, 2023 and 2022, respectively.

	December 31,
	2024			2023
Current Assets	$	14,262		$	36,164

Current Liabilities	$	2,596,857		$	1,779,063

Working Capital	$	(2,582,595	)	$	(1,742,899	)

~~Our~~The following ~~total~~table ~~stockholders’~~summarizes ~~deficit~~our iscash ~~$1,182,772,~~flows ~~including~~during ~~an accumulated deficit of $2,120,903, for~~ the ~~year~~years ended December 31, 2024 and 2023, respectively.

Our net cash provided by operations was $110,233 for the year ended December 31, 2023.

	For the Year Ended
	December 31,
	2024			2023
Net cash provided by operating activities	$	188,394		$	110,233
Net cash used in investing activities		(606,796	)		-
Net cash provided by (used in) financing activities		403,637			(177,737	)

Net change in cash	$	(14,765	)	$	(67,504	)

WeThe increase ~~had~~of no$78,161 ~~investing~~in cash provided by operating activities ~~during~~ for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to increased rental revenues in the current year as we acquired six new properties during 2024.

~~We had $177,737 in cash used in financing activities for the year ended December 31, 2023.~~19

~~As of December 31, 2023, we had negative working~~The ~~capital of~~ $1606,~~757,690.~~796 Weincrease ~~have~~in ~~incurred~~cash ~~net~~used ~~losses~~in ~~since~~investing ~~our~~activities ~~inception and we anticipate net losses and negative operating cash flows~~ for the ~~near~~year ~~future~~ended December 31, ~~and~~2024, wecompared ~~may~~to ~~not be profitable or realize growth in~~ the ~~value~~year ofended ~~our assets. To date~~December 31, ~~our primary sources of capital~~ ~~have been cash generated from rental income~~2023, ~~common~~was ~~stock~~due ~~sales,~~primarily ~~and~~to ~~debt~~the ~~financing.~~purchase As of ~~December~~six ~~31,~~new ~~2023,~~properties wefor ~~had~~total cash ofpaid ~~$24,564, total liabilities~~ of $18525,~~018~~856,~~592,~~ and ~~an accumulated deficit of~~ $280,~~120,903.~~940 Aspaid ofon ~~December~~investments ~~31,~~in ~~2022, we had cash of $92,068, total liabilities~~the ofyear ~~$18,087,019,~~ended ~~and an accumulated deficit of $1~~December 31,~~845,571~~ 2024.

Cash provided by financing activities for the year ended December 31, 2024, consisted of $611,199 of proceeds received from mortgages used to purchase property and equipment in 2024, compared to $240,000 of proceeds received from mortgages for the year ended December 31, 2023, and repayments on mortgages payable of $207,562 in 2024, compared to $417,737 of repayments on mortgages payable during the year ended December 31, 2023.

Debt Financing

Mortgage Financings

On October 23, 2024, the Company, through its subsidiary, Mopane Investments, LLC (“Mopane”), closed on the acquisition of the real property located at 1100 W. 48^th Street in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $650,000. Terms of the acquisition are as follows: (1) $487,500 first position note issued to Property Owner, Mopane, owing to lender, Investor Mortgage Finance, LLC, bearing interest at the rate of 6.30% per annum. Principal and interest payable in monthly installments of $3,017 commenced on December 1, 2024 and continues until November 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $200,000 second position note owed by Mopane to Belladonna Lily Investments, Inc. (“Belladonna”), bearing interest at the rate of 6.00% per annum. Interest only payable in monthly installments of $1,000 are due the 1^st day of each month beginning on November 1, 2024 and continuing until December 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On August 30, 2024, the Company, through its subsidiary, Mopane, closed on the acquisition of the real property located at 1659 Roosevelt Avenue in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $760,000. Terms of the acquisition are as follows: (1) $570,000 first position note issued to Mopane, owing to LendingOne, bearing interest at the rate of 6.90% per annum. Interest only payments in monthly installments of $3,278 commenced on October 1, 2024 and continues until September 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $200,000 second position note owed by Mopane to Belladonna, bearing interest at the rate of 6.00% per annum. Interest only payable in monthly installments of $1,000 are due the 1^st day of each month beginning on September 1, 2024 and continuing until December 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On August 20, 2024, the Company, through its subsidiary, Mopane, closed on the acquisition of the real property located at 802 E. 25^thStreet in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $650,000. Terms of the acquisition are as follows: (1) $520,000 first position note issued to Mopane, owing to LendingOne, bearing interest on unpaid principal at the rate of 6.71% per annum. Principal and interest payable in monthly installments of $3,359, or more, commenced on October 1, 2024 and continues until September 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable, and a (2) $150,000 second position note owed by Mopane to Belladonna, bearing interest at the rate of 6.00% per annum. Interest only payable in monthly installments of $750 are due on the 1^st day of each month beginning on August 1, 2024 and continuing until December 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On June 27, 2024, we completed an acquisition, through our subsidiary, Mopane, the real property located at 1460 North Eastern Avenue in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $670,000. Terms of the acquisition are as follows: (1) A first position note with payment on principal balance of $578,000 issued by the Property Owner, Mopane, owing to lender, LendingOne, LLC (“LendingOne”), bearing interest at 9.5% per annum, based on a 30/360 day year. The Company has an additional $25,000 of credit available to them pursuant to a construction hold back. Interest only payments in monthly installments of $4,774, or more, commenced August 1, 2024, and continue until April 1, 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $175,000 second position note owing by Mopane to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $750, or more, on the 1st day of each month beginning on the 1st day of July 2024 and continuing until June 30, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On June 20, 2024, we completed an acquisition, through our subsidiary, Mopane, the real property located at 1457 W. 35^thStreet in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $710,000. Terms of the acquisition are as follows: (1) A first position note with payment on principal balance of $599,750 issued by Mopane, owing to lender, Churchill Funding I, LLC, bearing interest at 10% per annum, based on a 30/360 day year. The Company has an additional $25,000 of credit available to them pursuant to a construction hold back. Interest only payable in monthly installments of $4,998, or more, commenced on August 1, 2024 and continue until July 1, 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $130,000 second position note owing by Mopane to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6% per annum. Interest only payable in monthly installments of $650, or more, on the 1st day of each month beginning on the 1^st day of July 2024 and continuing until the 30^th day of June 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On May 7, 2024, we completed an acquisition, through our subsidiary, Mopane, the real property located at 4700 S. Budlong Avenue in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $649,000. Terms of the acquisition are as follows: (1) A first position note with payment on principal balance of $544,150 issued by the Property Owner, Mopane, owing to lender, Center Street Lending VIII SPR, LLC, bearing interest at the rate of 10.99% per annum, based on a daily rate of 360 days per year. The Company has an additional $50,000 of credit available to them pursuant to a construction hold back. The loan is payable in monthly interest only installments of $4,984, or more, starting on July 1, 2024, and continuing until April 15, 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $175,000 second position note owing by Mopane to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $875, or more, on the 1^st day of each month beginning on the 1st day of May 2024 and continuing until March 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Mortgage Refinancings

On November 20, 2024, the first note for 4700 S. Budlong Avenue was refinanced for $728,000 with Investor Mortgage Finance, LLC, bearing interest at the rate of 7.125% per annum. Principal and interest payable in monthly installments of $4,905 commenced on January 1, 2025, and continue until December 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable. The second position note for $175,000, owing by Mopane to Belladonna, added $175,000 to the note on November 5, 2024. On November 21, 2024, $150,500 was paid in the refinance of the first note. The new balance is $199,500, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $997, or more, on the 1st day of each month beginning on the 1st day of May 2024 and continuing until March 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On August 20, 2024, the first note for 3910 Walton Avenue was refinanced for $736,000 with Investor Mortgage Finance, LLC, bearing interest at the rate of 6.650% per annum. Principal and interest payable in monthly installments of $4,725 commenced on October 1, 2024, and continue until September 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable. A total of $526,016 of principal and interest was paid on the first note, and $194,092 of principal and interest was paid on the second note out of the proceeds received on the refinancing.

On June 14, 2024, the first and second note for 2115 Portland Street was refinanced for $993,750 with Ameritrust Mortgage, Corp., bearing interest on unpaid principal at the rate of 7.25% per annum. Principal and interest payable in monthly installments of $6,779, or more, commenced on August 1, 2024, and continue until July 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On March 16, 2024, the first note for 1733 W. 37th Place was refinanced for $595,000 with Investor Mortgage Finance, LLC, bearing interest at the rate of 7.225% per annum. Principal and interest payable in monthly installments of $4,049 commenced on May 1, 2024, and continue until April 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Satisfaction of our Cash Obligations for the Next 12 Months

WeAs doof ~~not~~December ~~now~~31, ~~have~~2024, ~~funds~~we ~~sufficient~~had ~~for~~$9,799 ~~pursuing~~of ~~our~~cash ~~plan~~on hand, negative working capital of ~~operation~~$2,582,595 ~~but~~and wean ~~are~~accumulated indeficit ~~the~~of ~~process~~$2,307,140. We ofdo ~~trying~~not tocurrently ~~increase~~have ~~rents~~sufficient funds to ~~finance~~ fund our operations ~~through~~at ~~rental~~their ~~cash~~current ~~flow~~levels for the next twelve months. IfAs ~~operating~~we ~~difficulties~~implement our orbusiness ~~other~~plan ~~factors~~and ~~(many~~attempt ofto ~~which~~expand ~~are~~operational ~~beyond~~activities, ~~our~~we ~~control)~~expect ~~delay~~to ~~our realization~~continue ofto ~~revenues~~experience ornet negative cash flows from ~~rental~~operations in ~~income,~~amounts wenot ~~may~~now bedeterminable, ~~limited~~and inwill ~~our~~be ~~ability~~required to ~~pursue~~obtain ~~our~~additional ~~business~~financing ~~plan~~to fund operations. ~~Moreover,~~Our ~~if unexpected~~ability ~~expenses~~to ~~arise~~continue ~~due~~as toa going ~~unanticipated~~concern ~~pressures~~is ordependent ifupon weour ~~decide~~ability to ~~expand~~raise ~~our~~additional ~~business~~capital ~~plan~~and ~~beyond~~to ~~its~~achieve ~~currently~~sustainable ~~anticipated level~~revenues orand ~~otherwise~~profitable operations. Since inception, we ~~will~~have ~~require~~raised ~~additional~~funds ~~financing~~primarily tothrough ~~fund~~debt ~~our~~financing ~~operations,~~and inthe ~~addition~~sale toof ~~anticipated~~equity ~~cash~~securities. ~~generated~~We ~~from~~will ~~our~~need, ~~operations. Additional~~and ~~financing~~are ~~might~~currently seeking, ~~not~~additional befunds ~~available~~to onoperate ~~terms~~our ~~favorable~~business. toNo ~~us,~~assurance orcan atbe ~~all.~~given Ifthat ~~adequate~~any ~~funds~~future ~~were~~financing ~~not~~will be available or, ~~were~~if ~~not~~ available, onthat ~~acceptable~~it will be on terms, ~~our~~that ~~ability~~are satisfactory to ~~fund~~us. ~~our~~Even ~~operations,~~if ~~take~~we ~~advantage~~are ofable ~~unanticipated~~to ~~opportunities~~obtain additional financing, ~~develop~~it ormay ~~enhance~~contain ~~our~~undue ~~business~~restrictions oron ~~otherwise~~our ~~respond~~operations toor ~~competitive~~cause ~~pressures~~substantial ~~would~~dilution befor ~~significantly~~our ~~limited~~stockholders. InIf awe ~~worst-case~~are ~~scenario,~~unable weto ~~might~~obtain ~~not~~additional befunds, ~~able~~our ability to ~~fund~~carry out and implement our ~~operations~~planned orbusiness toobjectives ~~remain~~and instrategies ~~business~~will be significantly delayed, ~~which~~limited ~~could~~or ~~result~~may innot aoccur. ~~total~~We ~~loss~~cannot ofguarantee that ~~our~~we ~~stockholders’~~will ~~investment~~become profitable. IfEven if we ~~raise~~achieve ~~additional funds~~profitability, ~~through~~given the ~~issuance~~competitive and evolving nature of ~~equity~~the orindustry ~~convertible~~in ~~debt~~which we ~~securities~~operate, ~~the~~we ~~percentage~~may ~~ownership~~not ofbe ~~our~~able ~~stockholders~~to ~~would~~sustain beor ~~reduced,~~increase profitability and ~~these~~ ~~newly~~our ~~issued~~failure ~~securities~~to ~~might~~do ~~have~~so ~~rights,~~would ~~preferences~~adversely oraffect ~~privileges~~our ~~senior~~business, toincluding our ~~those~~ability ofto ~~existing~~raise ~~stockholders~~additional funds.

2321

The ~~Company~~accompanying ~~had~~consolidated nofinancial ~~formal~~statements ~~long~~appearing in this 10-~~term~~K ~~lines~~have orbeen ~~credit~~prepared orassuming ~~other~~that ~~bank~~we ~~financing~~will ~~arrangements~~continue as a going concern, which contemplates continuity of ~~December~~operations, 31realization of assets, ~~2023~~and liquidation of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or ~~2022~~the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

~~The~~Off-Balance ~~Company~~Sheet ~~has no current plans for the purchase or sale of any plant or equipment.~~Arrangements

~~The~~We ~~Company~~have ~~has~~ no ~~current~~outstanding ~~plans~~off-balance tosheet ~~make~~guarantees, ~~any~~interest ~~changes~~rate swap transactions or foreign currency contracts. We do not engage in trading ~~the~~activities ~~number~~involving ofnon-exchange ~~employees~~traded contracts.

Affiliate

Our CEO was, prior to 2018, an officer of Belladona Lily Investments, Inc. Belladonna’s association with Hubilu is, and ~~always~~ has always been, solely as a lender.

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of rental income. ~~Sales~~One ~~to one~~ customer accounted for $1,431,665, or 64%, and $1,180,338, or 63%, of ~~consolidated~~our ~~sales~~revenues ~~for~~during the ~~year~~years ended December 31, 2024 and 2023, respectively. That client has since terminated all their leases and we are in the process of renovating and renting out those properties to new tenants.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry forward that may offset any future operating profit.

Impact of Inflation

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

Plan of Operation

We were incorporated in the State of Delaware on March 2, 2015. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are a real estate consulting and acquisition company that has just begun to generate revenues through our real estate acquisitions. If we are unable to successfully continue to find customers who will engage us to provide real estate consulting services or in acquiring cash flow positive properties, we will be dependent on related party advances or the sale of securities for our working capital.

Our business strategy is to market our website (www.hubilu.com) whereby potential real estate users and investors will be able to review our consulting services and engage us. We will develop our presence on various e-commerce sites focused on the real estate, consulting and advisory industries as well as on mainstream sites such as Facebook, Twitter, and LinkedIn. We are also focusing on expanding our referral network by targeting other advisors such as lawyers, accountants, insurance agents, financial planners and other service professionals.

The number of companies which we will be able to provide services to will depend upon the success of our marketing efforts through our website and our referral network.

Our business is advising and consulting with real estate users and investors by providing consulting services to support to their leasing or acquisition strategies. We intend to advise them on their capital formation, consulting with jurisdictional issues, property taxes, zoning, corporate structure, administrative functions, such as bookkeeping, accounting, regulatory compliance and reporting, valuation and other administrative tasks that real estate users and investors may not be familiar with or desire to operate internally.

We intend to work collaboratively with real estate users and investors, as well as their existing advisors, to assist them in the proper structure around proposed leases, development or acquisitions. We believe that by providing guidance and support to our potential clients and assisting them in structuring their leases, developments or acquisitions we believe we will enable them to achieve increased returns. We intend to partner and work with professional and technical advisors that have knowledge and expertise in real estate investors. To the extent that our potential clients request our assistance in seeking capital or accessing the capital markets, we intend to introduce them to the appropriate advisors who have the requisite expertise in the various areas that may require such expertise.

Our founder has access to strategic relationships with real estate investors, financial firms, investment bankers, brokers, individual and institutional investors as well as accountants and attorneys. Our founder has invested his capital in the real estate markets and has experience with real estate investing and management. We believe that a properly structured real estate transaction eases the ability to attract the equity capital from investors thereby allowing the necessary capital to develop or acquire the properties.

Our business is focused on acquiring vacant residential income properties that we rehabilitate and rent at student housing market values while simultaneously consulting and advising with real estate investors, professionals, and companies, We believe that this model of student housing acquisitions and consulting with investors will generate positive cash flow in growing the company, which will increase the evaluation of our stock, creating value for our investors and also obtaining client loyalty. The following are key elements of our strategy:

Acquisition process has a strategic methodology when acquiring and calculating cost in not only purchasing but in rehab and the value in renting out to students near the USC campus and expanding LA Metro/subway stations. This allows favorable returns.

Recent Accounting Pronouncement

In February 2016, the Financial Accounting Standards Board, or FASB, established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessors to classify leases as a sales-type, direct financing, or operating lease and requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The Company adopted the new standard effective January 1, 2019 and elected the effective date method for the transition. The Company elected the following practical expedients:

●	Transition method practical expedient – permits the Company to use the effective date as the date of initial application. Upon adoption, the Company did not have a cumulative-effect adjustment to the opening balance of retained earnings. Financial information and disclosures for periods before January 1, 2019 were not updated.
●	Short-term lease practical expedient – permits the Company not to recognize leases with a term equal to or less than 12 months.

Lessor Accounting

The accounting for lessors under the new standard remained relatively unchanged with a few targeted updates impacting the Company, which included: (i) narrower definition of initial direct costs that requires certain costs to be expensed rather than capitalized, and (ii) provisions for uncollectible rents to be recorded as a reduction in revenue rather than as bad debt expense.

Lessee Accounting

The new standard requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating at inception, with classification affecting the pattern and recording of expenses in the statement of operations. There was no impact on the Company’s financial statements on the adoption of Topic 842 given that its office lease does not exceed 12 months in duration.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by ~~Item~~Rule 1012b-2 of ~~Regulation~~the ~~S-K,~~Securities weExchange Act of 1934 and are not required to provide information required by this item.

Item 8. Financial Statements and Supplementary Data

Our audited financial statements are set forth in this Annual Report beginning on page F-1.

HUBILU VENTURE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

ASFOR OFTHE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 2738)	F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-2
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022	F-3
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023	F-3
Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022	F-4
Consolidated Statement of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-5
Notes to the Consolidated Financial Statements	F-6

2623

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Hubilu Venture Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hubilu Venture Corporation (the Company) as of December 31, ~~2023~~2024 and ~~2022,~~ 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the ~~consolidated~~ financial statements). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 ~~2023~~ and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2023,~~ 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are~~is ~~matters~~a matter arising from the current period audit of the ~~consolidated~~ financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit ~~matters~~ matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter ~~matters~~ below, providing separate opinions on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they~~ ~~relate~~it relates.

Going Concern

As discussed in Note 2 to the financial statements, the Company had a going concern due to a continual net loss, stockholders’ deficiency and cash used in operations.

Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC ~~We have served as the Company’s auditor since 2019. The Woodlands, TX April 16, 2024~~

We have served as the Company’s auditor since 2019.

The Woodlands, TX

May 6, 2025

F-1

HUBILU VENTURE CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31, 2023			December 31, 2022
	December 31,			December 31,
ASSETS					(Revised)
	2024			2023
ASSETS
Current assets:
Cash	$	249,~~564~~799		$	9224,~~068~~564
Accounts receivable		24,~~100~~463			-2,100
Prepaid expenses		~~9,500~~-			-9,500
Total current assets		3614,~~164~~262			9236,~~068~~164
Property and equipment:
Real estate:
Land		1114,~~800~~547,~~304~~789			11,800,304
Building and capital improvements		57,~~458~~326,~~695~~066			5,458,695
Property acquisition and financing		296,463			296,463
Less: accumulated depreciation		(953,132	)		(738,126	)
Less: accumulated depreciation		(762,406	)		(564,647	)
Total real estate, net		20,920,723			16,520,873
Total property and equipment, net		16,793,056			16,990,815
Security deposits		6,600			6,600
Security deposits		6,600			6,783
Total assets	$	20,941,585		$	16,563,637
Total assets	$	16,835,820		$	17,089,666
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	214,~~250~~982		$	-21,250
Advanced rents received		1027,~~124~~875			-10,124
Accrued interest		3987,~~402~~366			4139,~~129~~402
Security deposits payable		~~300~~96,~~383~~440			~~246~~300,~~669~~383
Due to related party, current maturities		474,271			474,271
Mortgages payable, current maturities		768,961			1,640,175
Mortgages payable, net of debt discounts, current maturities		1,700,440			754,170
Dividends payable		~~179~~205,~~463~~483			~~153~~179,~~514~~463
Total current liabilities		12,~~793~~596,~~854~~857			21,~~555~~779,~~758~~063
Mortgages payable, related parties		599,594			599,594
Mortgages payable, related party		599,594			599,594
Mortgages payable		15,104,744			14,411,267
Mortgages payable, net of debt discounts		18,511,358			14,847,352
Preferred shares payable		520,400			520,400
Convertible preferred stock payable		520,400			520,400
Total liabilities		1822,~~018~~228,~~592~~209			1817,~~087~~746,~~019~~409
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		~~911~~994,~~894~~279			~~821~~911,~~981~~894
Accumulated deficit		(2,~~120~~307,~~903~~140	)		(12,~~845~~120,~~571~~903	)
Total stockholders’ equity (deficit)		(1,~~182~~286,~~772~~624	)		(~~997~~1,~~353~~182,772	)
Total liabilities and stockholders’ equity (deficit)	$	1620,~~835~~941,~~820~~585		$	1716,~~089~~563,~~666~~637

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

F-2

HUBILU VENTURE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended December 31,
	2024			2023
	2023			2022
	For the Year Ended
				(Revised)
	December 31,
Rental Income	$	1,885,985		$	1,579,682
	2024			2023
Rental revenue	$	2,232,412		$	1,885,985
Operating expenses:
General and administrative expenses:
General and administrative		265,863			110,084
Salaries and benefits		6987,~~100~~500			7969,~~175~~100
Utilities		4730,~~624~~504			6647,~~357~~624
Professional fees		91138,~~171~~876			6191,~~916~~171
Property taxes		~~191~~228,~~018~~268			~~198~~191,~~038~~018
Other general and administrative expenses		545,366			138,406
Repairs and maintenance		143,280			435,282
Total general and administrative expenses		944,279			543,892
Depreciation		215,006			197,759
Depreciation		197,759			208,611
Total operating expenses		1,109,297			1,142,038
Total operating expenses		1,142,038			752,503
Net operating income		1,123,115			743,947
Net operating income		743,947			827,179
Other income (expense):
Other income		-			29,800
Dividends expense		(26,020	)		(25,949	)
Dividends expense		(25,949	)		(46,056	)
Interest expense		(1,209,530	)		(993,330	)
Interest expense		(993,330	)		(957,628	)
Loss on early extinguishment of debt		(73,802	)		-
Total other income (expense)		(1,~~019~~309,~~279~~352	)		(~~973~~1,~~884~~019,279	)
Net loss	$	(~~275~~186,~~332~~237	)	$	(~~146~~275,~~705~~332	)
Weighted average common shares outstanding - basic and diluted		26,237,125			26,237,125
Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)

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

F-3

HUBILU VENTURE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Shares		Amount		Capital		Deficit			Equity (Deficit)
										Total
					Additional					Total
	Common Stock				~~Additional~~ Paid-in		Accumulated			Stockholders’ ~~Equity~~
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance, December 31, 2021 (Revised)		26,237,125	$	26,237	$	775,755	$	(1,698,866	)	$	(896,874	)
Imputed interest		-		-		46,226		-			46,226
Net loss (Revised)		-		-		-		(146,705	)		(146,705	)
Balance, December 31, 2022 (Revised)		26,237,125	$	26,237	$	821,981	$	(1,845,571	)	$	(997,353	)
Beginning balance, value		26,237,125	$	26,237	$	821,981	$	(1,845,571	)	$	(997,353	)
Imputed interest		-		-		89,913		-			89,913
Net loss		-		-		-		(275,332	)		(275,332	)
Net income (loss)		-		-		-		(275,332	)		(275,332	)
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		-		-		82,385		-			82,385
Net loss		-		-		-		(186,237	)		(186,237	)
Balance, December 31, 2024		26,237,125	$	26,237	$	994,279	$	(2,307,140	)	$	(1,286,624	)
Balance		26,237,125	$	26,237	$	994,279	$	(2,307,140	)	$	(1,286,624	)

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

F-4

HUBILU VENTURE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	2023			2022
	2024			2023
	For the Year Ended December 31,
	For the Year Ended
	2023			2022
	December 31,
CASH FLOWS FROM OPERATING ACTIVITIES					(Revised)
	2024			2023
Net loss	$	(275,332	)	$	(146,705	)
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss	$	(186,237	)	$	(275,332	)
Depreciation		197,759			208,611
Adjustments to reconcile net income to net cash used in operating activities:
Imputed interest		89,913			46,226
Depreciation		215,006			197,759
Cumulative preferred stock dividends payable		25,949			46,440
Imputed interest		82,385			89,913
Cumulative preferred stock dividends payable		26,020			25,949
Impairment of investment in securities		80,940			-
Amortization of debt discounts		43,837			-
Loss on early extinguishment of debt		73,802			-
Decrease (increase) in current assets:
Accounts receivable		(2,~~100~~363	)		-(2,100	)
Prepaid expenses		(9,500	)		-(9,500	)
Security deposits		~~183~~-			(183	)
Increase (decrease) in current liabilities:
Accounts payable		21(16,~~250~~268	)		(221,~~373~~250	)
Advanced rents received		1017,~~124~~751			-10,124
Accrued expenses		(147,~~727~~964	)		28(1,~~710~~727	)
Security deposits payable		53(203,~~714~~943	)		4753,~~485~~714
Net cash provided by operating activities		~~110~~188,~~233~~394			~~228~~110,~~211~~233
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			(559,903	)
Purchase of investments at cost		(80,940	)		-
Net cash used in investing activities		-			(559,903	)
Purchase of property and equipment		(525,856	)		-
Net cash used in investing activities		(606,796	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received from mortgages payable		~~240~~611,~~000~~199			~~785~~240,~~537~~000
Repayments on mortgages payable		(~~417~~207,~~737~~562	)		(~~575~~417,~~515~~737	)
Proceeds received from the sale of preferred stock		-			10,000
Net cash provided by (used in) financing activities		403,637			(177,737	)
Net cash provided by (used in) financing activities		(177,737	)		220,022
NET CHANGE IN CASH		(14,765	)		(67,504	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(67,504	)		(111,670	)
CASH AT BEGINNING OF PERIOD		24,564			92,068
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		92,068			203,738
CASH AT END OF PERIOD	$	9,799		$	24,564
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	24,564		$	92,068
SUPPLEMENTAL INFORMATION:
Interest paid	$	~~905~~1,~~144~~037,407		$	~~882~~905,~~692~~144
Income taxes paid	$	-		$	~~63,707~~-
Non-cash investing and financing transactions:
Acquisitions of assets financed through debt	$	-		$	2,739,632
Acquisitions of properties with debt financing	$	4,089,000		$	-

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

F-5

HUBILU VENTURE CORPORATION

Notes to the Consolidated Financial Statements

~~NOTE~~Note 1 – ~~NATURE~~Nature OFof ~~BUSINESS~~Business

Hubilu Venture Corporation (“the Company”) was incorporated under the laws of the state of Delaware on March 2, 2015 and is a publicly traded real estate consulting, asset management and business acquisition company, which specializes in acquiring student housing income properties and development/business opportunities located near 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~~Note 2 – ~~BASIS~~Basis OFof ~~PRESENTATION~~Presentation ~~AND~~and ~~GOING~~Going ~~CONCERN~~Concern

Basis of ~~Presentation~~Accounting

The accompanying ~~consolidated~~ financial statements ~~include~~have ~~the~~been ~~accounts~~prepared ofon the ~~Company~~accrual ~~and~~basis ~~each~~ of ~~its~~accounting ~~wholly~~in ~~owned~~conformity ~~subsidiaries:~~with ~~Akebia~~accounting principles generally ~~Investments~~accepted ~~LLC,~~in ~~Zinnia~~the ~~Investments,~~United ~~LLC,~~States ~~Sunza~~of ~~Investments,~~America ~~LLC,~~(“GAAP”) ~~Lantana~~and ~~Investments~~the ~~LLC,~~rules ~~Elata~~of ~~Investments,~~the ~~LLC,~~U.S. ~~Trilosa~~Securities ~~Investments,~~and Exchange Commission (“SEC”). ~~LLC,~~All ~~Kapok~~references ~~Investements,~~to ~~LLC,~~GAAP ~~Boabab~~are ~~Investments,~~in ~~LLC,~~accordance ~~and~~with ~~Mopane~~the ~~Investments,~~Financial ~~LLC.~~Accounting ~~All~~Standards ~~intercompany~~Board ~~transactions~~(“FASB”) ~~have~~Accounting ~~been~~Standards ~~eliminated~~Codification on(“ASC”) ~~consolidation~~and the GAAP hierarchy.

~~The~~When preparing financial statements ~~have been prepared by the Company~~ in ~~accordance~~conformity with ~~accounting principles generally accepted in the United States of America (“US~~ GAAP~~”) on the basis that the Company will continue as a going concern~~, ~~which~~we ~~assumes~~must ~~that~~make ~~the~~estimates ~~Company will be able to meet its obligations~~ and ~~continue~~assumptions ~~its operations for the next year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments~~ that ~~would~~affect ~~be necessary to~~ the ~~carrying~~reported ~~values and~~amounts ~~classification~~ of assets and liabilities ~~should the Company be unable to continue as a going concern. At December 31~~, ~~2023,~~disclosure ~~the Company had not yet achieved profitable operations, had an accumulated deficit~~ of ~~$2,120,903~~contingent ~~since~~assets ~~inception~~ and ~~expects~~liabilities toat ~~incur further losses in~~ the ~~development~~date of ~~its~~the ~~business,~~financial ~~all~~statements ofand ~~which casts substantial doubt upon~~ the ~~Company’s~~reported ~~ability~~amounts ~~to continue as a going concern~~of revenue and, ~~therefore,~~expenses ~~that~~during itthe ~~may~~reporting beperiod. ~~unable~~Actual toresults ~~realize~~could ~~its~~differ ~~assets~~from ~~and~~those ~~discharge its liabilities in the normal course of business~~estimates.

~~Correction~~These statements reflect all adjustments, consisting of annormal ~~Error~~recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Intercompany accounts and transactions have been eliminated.

~~Accrued~~Principles ~~interest, mortgages payable, related parties and mortgages payable were reported in error at December 31, 2022, as $9,415, $89,593 and $14,848,206, respectively. The correct amount~~ of accrued interest mortgages payable, related parties and mortgages payable were $41,129, $599,594 and $14,411,267, respectively. The error was corrected in the annual 2023 10-K as a component of the Company’s accumulated deficit. In addition, the Company reclassified $46,056 of dividends expense from operating expenses, within other general and administrative expenses, to other expenses to conform to the current period presentation. The effect of the error corrections on the prior periods has been determined to be immaterial, however, the Company has labeled the column headings for the prior periods as “revised.” For the year ended December 31, 2022, the financial statements of the line items affected by the revision are as follows:Consolidation

~~SCHEDULE~~The OFaccompanying ~~CORRECTIONS~~consolidated OFfinancial ~~ERROR~~statements ~~AND~~include ~~CONSOLIDATED~~the accounts of the following entities, all of which were under common control ~~BALANCE~~and ~~SHEET~~ownership at December 31, 2024:

~~Consolidated~~ Schedule ~~Balance~~of ~~Sheet~~Common Control and Ownership

	As Originally
	State of
	Reported						As Revised
Name of Entity	Incorporation		Relationship
	December 31,			Correction			December 31,
Hubilu Venture Corporation(1)	Delaware		Parent
Line items for December 31, 2022 10-K affected by restatement:	2022			of Error			2022
Akebia Investments, LLC(2)	Wyoming		Subsidiary
Accrued interest	$	9,415		$	31,714		$	41,129
Boabab Investments, LLC(2)	Wyoming		Subsidiary
Total current liabilities		2,524,044			31,714			2,555,758
Elata Investments, LLC(2)	Wyoming		Subsidiary
Mortgages payable, related parties		89,593			510,001			599,594
Kapok Investments, LLC(2)	Wyoming		Subsidiary
Mortgages payable		14,848,206			(436,939	)		14,411,267
Lantana Investments, LLC(2)	Wyoming		Subsidiary
Total liabilities		17,982,243			104,776			18,087,019
Mopane Investments, LLC(2)	Wyoming		Subsidiary
Accumulated deficit		(1,740,795	)		(104,776	)		(1,845,571	)
Sunza Investments, LLC(2)	Wyoming		Subsidiary
Total stockholders’ equity (deficit)	$	(892,577	)	$	(104,776	)	$	(997,353	)
Trilosa Investments, LLC(2)	Wyoming		Subsidiary
Zinnia Investments, LLC(2)	Wyoming		Subsidiary

Consolidated Statements of Operations

	⁽¹⁾	Holding company in the form of a corporation
	⁽²⁾	Wholly-owned subsidiary in the form of a limited liability corporation

SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF OPERATIONS

	As Originally
	Reported						As Revised
	December 31,			Correction			December 31,
Line items for December 31, 2022 10-K affected by restatement:	2022			of Error			2022
Other general and administrative expenses	$	184,462		$	(46,056	)	$	138,406
Total general and administrative expenses		589,948			(46,056	)		543,892
Total operating expenses		798,559			(46,056	)		752,503
Net operating income		781,123			46,056			827,179
Dividends expense		-			(46,056	)		(46,056	)
Interest expense		(925,209	)		(32,419	)		(957,628	)
Total other income (expense)		(895,409	)		(78,475	)		(973,884	)
Net loss	$	(114,286	)	$	(32,419	)	$	(146,705	)

F-6

Consolidated Statements of Stockholders Equity (Deficit)

SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)

	As Originally
	Reported						As Revised
	December 31,			Correction			December 31,
Line items for December 31, 2022 10-K affected by restatement:	2022			of Error			2022
Accumulated deficit, December 31, 2021	$	(1,626,509	)	$	(72,357	)	$	(1,698,866	)
Net loss for the year ended December 31, 2022		(114,286	)		(32,419	)		(146,705	)
Accumulated deficit, December 31, 2022		(1,740,795	)		(104,776	)		(1,845,571	)
Total stockholders’ equity (deficit), December 31, 2021		(824,517	)		(72,357	)		(896,874	)
Total stockholders’ equity (deficit), December 31, 2022	$	(892,577	)	$	(104,776	)	$	(997,353	)
Total stockholders’ equity (deficit)	$	(892,577	)	$	(104,776	)	$	(997,353	)

Consolidated Statements of Cash Flows

SCHEDULE OF CORRECTIONS OF ERROR AND CONSOLIDATED STATEMENTS OF CASH FLOWS

	As Originally
	Reported						As Revised
	December 31,			Correction			December 31,
Line items for December 31, 2022 10-K affected by restatement :	2022			of Error			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(114,286	)	$	(32,419	)	$	(146,705	)
Increase (decrease) in current liabilities:
Accrued expenses		9,415			19,295			28,710
Net cash provided by operating activities		241,335			(13,124	)		228,211
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments on mortgages payable		(588,639	)		13,124			(575,515	)
Net cash provided by financing activities	$	206,898		$	13,124		$	220,022
Interest paid	$	869,568		$	13,124		$	882,692

Going Concern

As shown in the accompanying financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $2,~~120~~307,~~903~~140, and negative working capital of $12,~~757~~582,~~690~~595 as of December 31, ~~2023~~2024, and the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new properties to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE 3~~ F- ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~6

Note 3 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP ~~which~~ requires management to make estimates and assumptions that inmay ~~certain circumstances~~ affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, ~~and~~at ~~revenues~~the ~~and expenses.~~date ~~These~~of ~~estimates~~the ~~are~~financial ~~prepared~~statements and ~~using~~the ~~management’s~~reported ~~best~~amounts ~~judgment,~~of ~~after~~revenues ~~considering past, current~~ and ~~expected~~expenses ~~events~~during ~~and economic~~the ~~conditions~~reporting period. Actual results could differ from these estimates.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

Segment Reporting

Under ASC 280, Segment Reporting, ~~requires~~operating ~~annual and~~segments ~~interim~~are ~~reporting~~defined ~~for~~as components of an enterprise’s ~~operating~~where ~~segments~~discrete ~~and~~financial ~~related~~information is ~~disclosures~~available ~~about~~that ~~its~~is ~~products,~~evaluated ~~services,~~regularly ~~geographic~~by ~~areas and~~the ~~major~~chief ~~customers. An~~ operating ~~segment~~decision ismaker ~~defined~~(“CODM”), asin adeciding ~~component~~how ofto anallocate ~~enterprise~~resources and ~~that engages~~ in ~~business~~assessing ~~activities~~performance. ~~from~~The ~~which~~Company ~~it may~~operates ~~earn~~as ~~revenues~~a ~~and~~single ~~expenses~~segment, ~~and~~consisting ~~about~~of ~~which~~its ~~separate~~property ~~financial~~leasing ~~information~~operations isin ~~regularly evaluated by~~ the ~~chief~~Los ~~operating decision~~Angeles ~~maker~~area. inTherefore, ~~deciding~~the ~~how~~Company’s toChief ~~allocate~~Executive ~~resources.~~Officer, ~~The~~who ~~Company~~is ~~operates~~also asthe aCODM, ~~single~~makes ~~segment~~decisions and ~~will~~manages ~~evaluate~~the ~~additional~~Company’s ~~segment disclosure~~operations ~~requirements~~based ason itthe ~~expands~~consolidated ~~its~~operating ~~operations~~segment.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

F-7

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful life ranging generally from 27 years to a maximum of 30 years on buildings and major improvements. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter.

The Company’s methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and/or appraised values. When the Company acquires operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as in-place leases, assumed debt, if any, and to current assets and liabilities acquired, if any. The value allocated to in-place leases is amortized over the related lease term and reflected as rental income in the consolidated statements of operations.

F-7

When the Company acquires a property, it allocates the aggregate purchase price to tangible assets, consisting of land, building, site improvements and furniture, fixtures and equipment, and identifiable intangible assets component at the time of purchase. The Company follows the guidance as outlined in ASC 805-10, Business Combinations, as amended by ASU 2017-01. Most property acquisitions made by the Company will fall within the category of acquired assets rather than acquired businesses. This distinction will cause the Company to capitalize its costs for acquisitions, allocate them to the fair value of acquired assets and liabilities and amortize these costs over the remaining useful lives of those assets and liabilities. Should the Company complete any acquisitions in the future which qualify as acquisitions of businesses, associated acquisition costs would be expensed as incurred.

Asset Impairment

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to aggregate future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value. Management does not believe that the value of any of the Company’s real estate investments was impaired at December 31, ~~2023~~ 2024.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from leases with its various tenants under operating leases in accordance with a five-step model in which the Company evaluates the performance obligations in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s sales are predominantly generated from leasing its properties to various tenants under operating leases. These sales contain a single performance obligation, and revenue is recognized on a straight-line basis using the effective interest method, based on the Company’s borrowing rate, over the life of the leases. The Company records adjustments to revenue for incidentals and move out, or janitorial reimbursements in the same period that the related revenue is recorded. The Company ~~has~~had a significant concentration, consisting of 64% and 63% of revenue received from 9 Silver for the ~~year~~for the years ended December 31, 2024 and 2023, respectively. On approximately November 1, 2024, 9 Silver vacated all 18 of their rented properties. As of the filing date of this Annual Report, all, but three of those properties have been rented by new tenants.

Loss per Share

The Company’s basic loss per share ~~are~~is calculated by dividing its net loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive loss per share is calculated by dividing its net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of December 31, ~~2023~~2024 there were 91,~~637~~451,~~037~~766 potentially dilutive shares outstanding. For the years ended December 31, 2024 and 2023, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is applied against any deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

F-8

Uncertain Tax Positions

In accordance with ASC 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited, and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

~~F-8~~Recent Accounting Pronouncements

~~Recent~~From time to time, new accounting pronouncements are issued by the Financial Accounting ~~Pronouncement~~Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

~~From~~Recently ~~time~~Adopted toAccounting time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date or possibly early adopted, where permitted. There are no new accounting pronouncements issued that were expected to have a material impact on the Company’s consolidated financial position or results of operations in the current or future periods.Standards

~~NOTE~~In 4November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, ~~Fair~~“Segment ~~Value~~Reporting of(Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024. See Note 16 “Segment Reporting” in the accompanying Notes to the Consolidated Financial ~~Instruments~~Statements for additional information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

Note 4 – Significant Concentrations

The Company had certain customers whose revenue individually represented 10%, or more, of the Company’s total net revenue, or whose accounts receivable balances individually represented 10%, or more, of the Company’s total accounts receivable, as follows:

One customer accounted for 64% and 63% of revenue for the years ended December 31, 2024 and 2023, respectively.

F-9

Note 5 - Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of December 31, ~~2023~~2024 and ~~2022~~2023:

~~SCHEDULE~~Schedule of OFValuation ~~VALUATION~~of OFFinancial ~~FINANCIAL~~Instruments ~~INSTRUMENTS~~at ATFair ~~FAIR~~Value ~~VALUE~~Recurring ~~ON A RECURRING BASIS~~Basis

	Fair Value Measurements at December 31, 2023
	Level 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	249,~~564~~799	$	-		$	-
Total assets		249,~~564~~799		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related parties		-		599,594			-
Mortgages payable		-		15,873,705			-
Mortgages payable, net of $332,549 of debt discounts		-		20,211,798			-
Dividends payable		-		~~179~~205,~~463~~483			-
Preferred shares payable		-		-			520,400
Total liabilities		-		1721,~~127~~491,~~033~~146			520,400
Net Asset Liability	$	24,564	$	(17,127,033	)	$	(520,400	)
Net asset (liabilities)	$	9,799	$	(21,491,146	)	$	(520,400	)

F-9

	Level 1		Level 2			Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2			Level 3
Assets
Cash	$	24,564	$	-		$	-
Total assets		24,564		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related parties		-		599,594			-
Mortgages payable, net of $272,183 of debt discounts		-		15,601,522			-
Dividends payable		-		179,463			-
Preferred shares payable		-		-			520,400
Total liabilities		-		16,854,850			520,400
Net asset (liability)	$	24,564	$	(16,854,850	)	$	(520,400	)

	Fair Value Measurements at December 31, 2022
	Level 1		Level 2			Level 3
Assets
Cash	$	92,068	$	-		$	-
Total assets		92,068		-			-
Liabilities
Due to related party		-		474,271			-
Mortgages payable, related parties		-		599,594			-
Mortgages payable		-		16,051,442			-
Dividends payable		-		153,514			-
Preferred shares payable		-		-			520,400
Total liabilities		-		17,278,821			520,400
Net Asset Liability	$	92,068	$	(17,278,821	)	$	(520,400	)

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2024 and 2023.

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2023 and 2022.

Note 5 - AFFILIATE

Our CEO was, prior to 2018, an officer of Belladona Lily Investments, Inc. Belladonna’s association with Hubilu is, and always has been, solely as a lender.

NOTE 6 - INVESTMENTS IN REAL ESTATE - Related Party

The change in the real estate property investments for the years ended December 31, 2023 and 2022 is as follows:

SUMMARY OF CHANGES IN REAL ESTATE PROPERTY INVESTMENTS

	2023		2022
Balance, beginning of the year	$	17,555,462	$	14,255,927
Acquisitions:		-		2,739,632
Real estate investment property, at cost		17,555,462		16,995,559
Capital improvements		-		559,903
Balance, end of the year	$	17,555,462	$	17,555,462

The change in the accumulated depreciation for the years ended December 31, 2023 and 2022 is as follows:

SCHEDULE OF CHANGES IN ACCUMULATED DEPRECIATION

	2023		2022
Balance, beginning of the year	$	564,647	$	356,036
Depreciation charge for the period		197,759		208,611
Balance, end of the year	$	762,406	$	564,647

F-10

~~The~~Note ~~Company’s~~6 ~~real~~– ~~estate~~Investments ~~investments~~at ~~as of December 31, 2023 is summarized as follows:~~Cost

On July 2, 2024, the Company closed on a Short Form Equity Stake and Investment Agreement (“Investment Agreement”) with Gula World, Gula Health Inc., and Gaya Ventures Inc, collectively referred to as (the “Gula Entities”), a conglomerate of spiritual and health-based product and services companies. The Investment Agreement required the Company to purchase Thirty-Two Thousand, Nine Hundred and Forty Dollars ($32,940) into the Gula Entities for a Four (4%) percent Non-Diluted Ownership Interest (“NDOI”) in the Gula Entities. On August 27, 2024, September 15, 2024 and October ~~SCHEDULE~~17, 2024, the Company also invested a total of $48,000, OFbringing ~~REAL~~the ~~ESTATE~~total ~~INVESTMENT~~investment to $80,940 at December 31, 2024. Also included in the purchase are any and all assets and axillary products and companies that are owned, planned or may arise from the Gula Entities’ operations. In addition to the shares purchased, the Company received a total of 7,200,000 shares in the Gula Entities for services provided. Given the uncertainty of realizing any future economic benefit from the shares received for services, the Company didn’t recognize income related to the receipt of the shares for services. Pursuant to the cumulative NDOI purchased, and shares received for services, the Company received the following interests in the Gula Entities (collectively referred to as, “Stock”), as of December 31, 2024:

Property	Land		Building		Improvements		Depreciation		Encumbrances		Deposits		Costs
	Initial cost to the Company				Capital		Accumulated				Security		Closing
Property	Land		Building		Improvements		Depreciation		Encumbrances		Deposits		Costs
3711 South Western Ave	$	508,571	$	383,716	$	30,244	$	116,190	$	643,585	$	20,375	$	-
2909 South Catalina Street		565,839		344,856		16,181		100,394		599,594		14,400		-
3910 Wisconsin Ave		337,500		150,000		88,833		43,219		679,788		16,000		28,444
3910 Walton Ave		318,098		191,902		96,700		45,489		529,258		11,000		-
1557 West 29 Street		496,609		146,891		24,286		31,060		593,956		10,000		14,251
1267 West 38th		420,210		180,090		18,071		39,987		596,195		11,000		15,701
1618 West 38th		508,298		127,074		14,732		19,338		627,482		12,000		-
4016 Dalton Avenue		424,005		106,001		53,540		23,461		600,038		7,350		27,678
1981 West Estrella Avenue		651,659		162,915		72,501		32,405		883,908		17,000		21,981
2115 Portland Street		753,840		188,460		5,063		26,202		902,214		10,225		-
717 West 42nd Place		376,800		94,200		-		23,386		470,135		-		-
3906 Denker		428,000		107,000		60,210		20,100		580,159		9,500		-
3408 S. Budlong Street		499,200		124,800		55,298		19,444		718,527		5,833		-
3912 S. Hill Street		483,750		161,250		144,475		33,439		648,174		18,000		-
4009 Brighton Avenue		442,700		158,300		170,983		23,567		708,367		13,600		13,040
3908 Denker Avenue		534,400		158,300		63,040		18,589		620,547		9,200		20,243
4021 Halldale		487,500		162,500		45,188		16,319		755,111		18,000		37,234
1284 W. 38th Street		551,250		183,750		0		16,036		825,267		12,000		16,623
4505 Orchard Avenue		506,250		145,776		166,083		24,495		637,567		18,000		27,037
3777 Ruthelen Street		559,200		139,800		24,857		14,278		699,061		13,900		11,019
3791 Normandie Avenue		480,000		160,000		7,000		15,832		756,567		12,000		27,394
2029 W. 41st Place		540,000		180,000		128,520		28,870		820,000		19,000		13,501
4517 Orchard Avenue		453,750		151,250		94,268		19,147		629,632		10,000		8,853
1733 W. 37th Street		472,875		157,625		12,166		11,159		673,167		12,000		13,464
	$	11,800,304	$	4,066,456	$	1,392,239	$	762,406	$	16,198,299	$	300,383	$	296,463

Gaya Ventures Inc - 16,000,000 shares of Common Stock

Gula Heath Inc – 1,600,000 shares of Common Stock

Gula World – 1,600,000 shares of Common Stock

The total ownership in the Gula Entities represented 16% of the total outstanding shares issued by the Gula Entities, which was accounted for on the cost basis. An impairment analysis was performed at year-end, at which time the investment was deemed to be impaired, resulting in a loss on impairment of $80,940 at December 31, 2024.

The Company did not receive voting rights for its NDOI. As amended on August 26, 2024 and November 19, 2024, the Company also had the right to purchase an additional NDOI in the Gula Entities over the following period as follows:

$16,000 invested November 15, 2024 = 2% NDOI

$16,000 invested December 15, 2024 = 2% NDOI

If any of the Gula Entities issued any Stock before December 1, 2024, to any party (“Third Party”), besides Hubilu, the Gula Entities would issue Stock to Hubilu of at least Hubilu’s ownership interest at the time the Gula Entities issues the Stock to the Third Party. In the event Hubilu invested a total of $140,000 in the Gula Entities by December 1, 2024, Hubilu was to be issued Stock equal to 17% of the Stock issued to Third Party.

In addition, the Company will be entitled to 50% of all sales generated from a referral program called, “Gift a Friend” (“GAF”), or similar named link that generates customer contact information from the Gulaworld.com website to the Gula Entities as part of any membership sales and/or products sold by the Gula Entities to its customers, net of their shipping costs and/or cost of service (“Royalties”).

Alternatively, the Company may elect to receive additional Stock on a Non-Dilutive basis as payment of Royalties in lieu of cash. This additional Stock received in the Gula Entities would include voting rights. Royalties are to be calculated on a quarterly basis.

Note 7 - Investments in Real Estate

The change in the real estate property investments for the years ended December 31, 2024 and 2023 is as follows:

	2024		2023

Balance, beginning of the year	$	17,258,999	$	17,258,999
Acquisitions:		4,089,000		-
		21,347,999		17,258,999
Capital improvements		525,856		-
Balance, end of the year	$	21,873,855	$	17,258,999

The change in the accumulated depreciation for the years ended December 31, 2024 and 2023 is as follows:

	2024		2023
Balance, beginning of the year	$	738,126	$	540,367
Depreciation charge for the period		215,006		197,759
Balance, end of the year	$	953,132	$	738,126

F-11

~~Real~~The Company’s real estate ~~acquisition~~investments ~~related~~as ~~party~~of December 31, 2024 is summarized as follows:

Schedule of Real Estate Investment

Property	Land		Building		Improvements		Depreciation		Encumbrances		Discounts		Deposits
	Initial Cost				Capital		Accumulated				Unamortized Debt		Security
Property	Land		Building		Improvements		Depreciation		Encumbrances		Discounts		Deposits

3711 South Western Avenue	$	508,571	$	383,716	$	30,244	$	134,959	$	643,584	$	-	$	21,685
2115 Portland Street		753,840		188,460		16,863		34,455		989,827		24,967		-
4505 Orchard Avenue		506,250		145,776		166,083		34,705		626,052		9,019		-
3791 Normandie Avenue		480,000		160,000		7,000		18,378		746,965		23,438		-
2029 W. 41^st Place		540,000		180,000		133,329		32,151		820,000		-		-
1267 West 38^th Street		420,210		180,090		18,071		38,314		585,439		12,682		-
1618 West 38^th Street		508,298		127,074		14,732		26,210		620,003		10,874		5,000
4016 Dalton Avenue		424,005		106,001		53,540		27,378		589,219		22,492		9,055
1981 West Estrella Avenue		651,659		162,915		72,501		39,847		867,715		17,823		-
3912 S. Hill Street		483,750		161,250		144,475		40,890		640,947		8,539		-
1557 West 29^th Street		496,609		146,891		24,286		34,205		582,213		11,522		2,300
3408 S. Budlong Street		499,200		124,800		55,299		26,117		706,874		8,201		7,500
3777 Ruthelen Street		559,200		139,800		24,857		18,371		687,052		9,331		5,750
1733 W. 37^th Street		472,875		157,625		12,166		15,889		691,189		7,319		-
1457 W. 35^th Street		568,000		142,000		40,751		2,984		804,750		8,479		2,140
1460 N. Eastern Avenue		183,180		486,820		61,828		9,061		883,000		8,791		7,960
4700 Budlong Avenue		381,565		267,435		191,584		9,860		927,500		11,836		-
1659 Roosevelt Avenue		665,050		94,950		1,045		1,064		770,000		11,900		5,200
802 E. 25^th Street		485,580		164,420		170,818		3,821		668,639		12,008		-
1100 W. 48^th Street		464,110		185,890		43,220		1,464		687,042		10,305		-
3910 Walton Avenue		318,098		191,902		96,700		51,930		734,051		11,182		11,000
3910 Wisconsin Avenue		337,500		150,000		88,833		48,717		668,468		24,163		-
4021 Halldale Avenue		487,500		162,500		45,188		24,031		746,011		17,016		-
717 West 42^nd Place		376,800		94,200		-		16,530		468,835		-		-
3906 Denker Avenue		428,000		107,000		60,210		27,395		573,765		5,973		-
4009 Brighton Avenue		442,700		158,300		170,983		42,859		695,844		10,840		4,000
4517 Orchard Avenue		453,750		151,250		94,268		23,939		622,047		7,556		-
2909 South Catalina Street		565,839		344,856		16,181		120,742		599,594		-		7,650
3908 Denker Avenue		534,400		158,300		63,040		26,091		609,772		16,937		7,200
1284 W. 38^th Street		551,250		183,750		-		20,775		812,544		9,356		-
	$	14,547,789	$	5,407,971	$	1,918,095	$	953,132	$	21,068,941	$	332,549	$	96,440

Real estate acquisitions

2024 acquisitions

F-12

On August 30, 2024, the Company, through its subsidiary, Mopane, closed on the acquisition of the real property located at 1659 Roosevelt Avenue in Los Angeles. The property was vacant at the time of purchase. The acquisition was for $760,000. Terms of the acquisition are as follows: (1) $570,000 first position note issued to Mopane, owing to LendingOne, bearing interest at the rate of 6.90% per annum. Interest only payable in monthly installments of $3,278 commenced on October 1, 2024 and continues until September 1, 2054, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $200,000 second position note owed by Mopane to Belladonna, bearing interest at the rate of 6.00% per annum. Interest only payable in monthly installments of $1,000 are due the 1^st day of each month beginning on September 1, 2024 and continuing until December 31, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

2023 acquisitions

Hubilu did not acquire any new properties in the 2023 fiscal year.

~~2022~~Note ~~acquisitions~~8 – Security Deposits

~~Boabab~~Security ~~Investments~~deposits included the following as of December 31, ~~LLC~~2024 and 2023, respectively:

OnSchedule January 7, 2022, we completed our acquisition, through our subsidiary Boabab Investments, LLC, the real property located at 3791 S. Normandie Avenue in Los Angeles (“Boabab”). The property was vacant at time of ~~purchase.~~Security The acquisition was for $640,000 (“Purchase Price”). Terms of the acquisition as follows: (1) A first position note with payment on principal balance of $576,000 issued by the Property Owner, Boabab, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $4,080 or more starting on February 1, 2022, and continuing until December 29, 2022, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $75,000 second position note owing by Boabab, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $312 or more on the 5th day of each month beginning on the 5th day of February 2022 and continuing until the 4th day of January 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.Deposits

On March 2, 2022, the original notes for 3791 S. Normandie Avenue were refinanced to two notes as follows: (1) A first position note for $621,500 with Visio Financial Services, Inc, whose terms of payments due are principal and interest on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $3,422 starting on May 1, 2022, and continuing until the 1st day of April 1, 2052, at which time any principal balance remaining together with interest due thereon, shall become due and payable. (2) A $150,000 second position note with Belladonna Lily Investments, Inc., whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $625 or more on the 2nd day of each month beginning on the 2nd day of April 2022 and continuing until the 1st day of March 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

	December 31,		December 31,
	2024		2023
Security deposits on office lease	$	6,600	$	6,600

OnNote ~~January~~9 ~~20,~~– ~~2022~~Due we completed our acquisition, through its subsidiary Boabab Investments, LLC, the real property located at 2029 W. 41st Place in Los Angeles (“41st Place”). The property was vacant at the time of purchase. The acquisition was for $720,000 (“Purchase Price”). The terms of the acquisition as follows: (1) A first position note with payment on principal balance of $648,000 issued by the Property Owner, Boabab, owing to ~~lender,~~Related Center Street Lending VIII SPR, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $4,590 or more starting on March 1, 2022 and continuing until January 6, 2023 at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $84,950 second position note owing by Boabab, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $361 or more on the 18th day of each month beginning on the 18th day of February 2022 and continuing until the 17th day of January 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.Party

OnAs ~~January~~of 1December 31, 2024 and 2023, the ~~original~~Company ~~notes~~owed ~~for~~Jacaranda ~~2029~~Investments, WInc., ~~41st~~$474,271. ~~Place~~These ~~were~~advances ~~refinanced~~are tounsecured ~~one~~and ~~first~~do ~~note~~not ~~for~~carry a ~~$820,000~~contractual ~~with~~interest ~~Belladonna Lily,~~rate ~~whose~~or repayment terms. ofIn ~~payments~~connection ~~are~~with ~~interest~~these ~~only~~advances, at the ~~rate~~Company ofhas 6%recorded ~~per~~imputed ~~annum.~~interest ~~Interest payable in monthly installments~~ charges of $482,~~100~~385 orand ~~more starting on January 1~~$89, ~~2023~~913, ~~and~~which ~~continuing~~was ~~until~~credited ~~the~~to ~~31st~~additional ~~day~~paid-in ofcapital ~~December~~for ~~2029, at which time~~ the ~~entire~~years ~~principal~~ended ~~balance together with interest due thereon~~December 31, ~~shall~~2024 ~~become due~~ and 2023, ~~payable~~respectively.

Trilosa Investments, LLC

On March 2, 2022, we completed our acquisition, through its subsidiary Trilosa Investments, LLC, the real property located at 4517 Orchard Avenue in Los Angeles (“Orchard”). The property was vacant at the time of purchase. The acquisition was for $605,000 (“Purchase Price”). The terms of the acquisition as follows: (1) A first position note with payment on principal balance of $484,000 issued by the Property Owner, Trilosa, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $2,665 or more starting on May 1, 2022 and continuing until the 1st day of April 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $158,000 second position note owing by Trilosa, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $658 or more on the 2nd day of each month beginning on the 2nd day of April 2022 and continuing until the 1st day of March 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-12

Mopane Investments, LLC

On March 25, 2022, we completed our acquisition, through its subsidiary Mopane Investments, LLC, the real property located at 1733 W. 37th Street in Los Angeles (“37th Street”). The property was vacant at the time of purchase. The acquisition was for $630,500 (“Purchase Price”). The terms of the acquisition as follows: (1) A first position note with payment on principal balance of $567,450 issued by the Property Owner, Mopane, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 7.5% per annum. Principal and interest payable in monthly installments of $3,546.56.00 or more starting on May 1, 2022 and continuing until March 22, 2023 at which time the entire principal balance together with interest due thereon, shall become due and payable. This note was extended to March 22, 2024 and the interest rate increased to 11%. (2) A $100,000 second position note owing by Mopane, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $500.00 or more on the 1st day of each month beginning on the 1st day of May 2022 and continuing until the 31st day of March 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

2021 acquisitions

Trilosa Investments, LLC

On February 1, 2021, we completed our acquisition, through our subsidiary Trilosa Investments, LLC, the real property located at 4009 Brighton Avenue in Los Angeles (“Brighton”). The property was vacant at time of purchase. The acquisition was for $601,000 (“Purchase Price”). Terms of the original acquisition as follows: (1) A first position note with payment on principal balance of $540,900 issued by the Property Owner, Trilosa, owing to lender, Center Street Lending VIII SPR, LLC, whose terms of payments due are principal and interest, on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $3,831 or more starting on March 1, 2021, and continuing until January 1, 2022, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $60,100 second position note owing by Trilosa, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.60% per annum. Interest only payable in monthly installments of $687 or more on the 18th day of each month beginning on the 18th day of January 2021 and continuing until the 17th day of December 2026, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On October 18, 2021, the original notes for 4009 Brighton were refinanced to one first note for $732,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.875% per annum. Principal and interest payable in monthly installments of $3,873 or more starting on December 1, 2021, and continuing until the 1st day of November 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Zinnia Investments, LLC

On June 18, 2021, we completed our acquisition, through its subsidiary Zinnia Investments, LLC, the real property located at 3908 Denker Ave, Los Angeles (“Denker”). The property was vacant at the time of purchase. The acquisition was for $692,700 (“Purchase Price”). The terms of the acquisition were as follows: (1) A first position note with interest only for $655,000 owing by Zinnia to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $3,275 or more on the 1st day of each month beginning on the 1st day of July 2021 and continuing until the 1st day of June 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On November 5, 2021, the original notes for 3908 Denker were refinanced to one first note for $640,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.975% per annum. Principal and interest payable in monthly installments of $3,425 or more starting on January 1, 2022, and continuing until the 1st day of December 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-13

OnNote ~~August~~10 9,– ~~2021,~~Mortgages ~~we completed our acquisition~~Payable, ~~through~~Related its subsidiary, Zinnia Investments, LLC, the real property located at 1284 W. 38th Street in Los Angeles (“38th Street”). The property was vacant at the time of purchase. The acquisition was for $735,000 (“Purchase Price”). The terms of the acquisition as follows: (1) A first position note with payment on principal balance of $661,500 issued by the Zinnia owing to lender, Center Street Lending, VII SPE, LLC, whose terms of payments due are interest only, payable on unpaid principal at the rate of 8.5% per annum. Interest payable in monthly installments of $4,685 or more starting on October 1, 2021, and continuing until the 3rd day of August 2022, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $110,000 second position note owing by Zinnia to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.25% per annum. Interest only payable in monthly installments of $481 or more on the 9th day of each month beginning on the 9th day of September 2021 and continuing until the 30th day of June 2029 at which time the entire principal balance together with interest due thereon, shall become due and payable.Parties

On February 15, 2022 the original notes for 1284 W. 38th Streetwere refinanced to two notes as follows (1) A first position note for $656,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest on unpaid principal at the rate of 4.625% per annum. Principal and interest payable in monthly installments of $3,372 or more starting onApril 1, 2022, and continuing until the 1st day of March 1, 2052, at which time any principal balance together with interest due thereon, shall become due and payable. (2) A second position note for188,000 with Belladonna Lily Investments, Inc., effective March 21, 2022, whose terms of payments due are interest only, payable on unpaid principal at the rate of 5.25% per annum. Interest only payable in monthly installments of $822 or more on the 9th day of each month beginning on the 9th day of September 2022 and continuing until the 30thday of June 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Sunza Investments, LLC

On July 22, 2021, we completed our acquisition, through its subsidiary Sunza Investments, LLC, the real property located 4021 Halldale Avenue in Los Angeles (“Halldale”). The property was vacant at the time of purchase. The acquisition was for $650,000 (“Purchase Price”). The terms of the acquisition as follows: (1) A first position note with payment on principal balance of $585,000 issued by Sunza, owing to lender, Center Street Lending, VIII SPE, LLC, whose terms of payments due are interest only, payable on unpaid principal at the rate of 8.5% per annum. Principal and interest payable in monthly installments of $4,143 or more starting on September 1, 2021, and continuing until the 14th day of July 2022, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $145,312 second position note owing by Sunza to Belladonna Lily Investments, Inc. (“Belladonna”), whose terms of payments due were interest only, payable on unpaid principal at the rate of 3.00% per annum. Interest only payable in monthly installments of $363 or more on the 15th day of each month beginning on the 15th day of August 2021 and continuing until the 30th day of June 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On September 2, 2022, the original notes for 4021 Halldale Avenue were refinanced to one first position note for $765,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 6.575% per annum. Principal and interest payable in monthly installments of $4,873 or more starting on November 1, 2022, and continuing until the 1st day of October 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-14

Boabab Investments, LLC

September 30, 2021, we completed our acquisition, through its subsidiary Boabab Investments LLC, the real property located at 4505 Orchard Avenue in Los Angeles (“Orchard”). The property was vacant at the time of purchase. The acquisition was for $652,026 (“Purchase Price”). The terms of the acquisition were as follows: (1) A first position note with interest only for $675,000 owing by Boabab to Belladonna Lily Investments, Inc. (“Belladonna”), whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $2,812 or more on the 22nd day of each month beginning on the 22nd day of October 2021 and continuing until the 1st day of October 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On February 15, 2022, the original notes for 4505 Orchard were refinanced to one first position note for $656,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.625% per annum. Principal and interest payable in monthly installments of $3,372 or more starting on April 1, 2022 and continuing until the 1st day of March 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Lantana Investments, LLC

On October 6, 2021, we completed our acquistion, through its subsidiary, Lantana Investments, LLC, the real property located at 3777 Ruthelen Street, Los Angeles (Ruthelen”). The property was vacant at the time of purchase. The acquisition was for $699,000 (“Purchase Price”). The terms of the acquisition were as follows. (1) A first position note with interest only for $699,000 owing by Lantana to Belladonna, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $2,912 or more on the 1st day of each month beginning on the 1st day of November 2021 and continuing until the 1st day of October 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On February 9, 2022, the original note for 3777 Ruthelen was refinanced to one first position note for $720,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.625% per annum. Principal and interest payable in monthly installments of $3,702 or more starting on April 1, 2022 and continuing until the 1st day of March 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

2020 acquisitions

Trilosa Investments, LLC

On February 22, 2020, we completed our acquisition, through our subsidiary Trilosa Investments, LLC, the real property located at 3906 Denker Avenue in Los Angeles (“Denker”). The property was vacant at time of purchase. The acquisition was for $535,000 (“Purchase Price”). Terms of the acquisition as follows. (1) A first position note with payment on principal balance of $416,000 issued by the Property Owner, Trilosa, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 6% per annum. Principal and interest payable in monthly installments of $2,494 or more starting on April 1, 2020, and continuing until the 1st day of March 2050, at which time the entire principal balance together with interest due thereon, shall become due and payable. The initial fixed interest rate will change to an adjustable interest rate on the 1st day of March 2025, and the adjustable interest rate may change on that day every 12th month thereafter. The date on which the initial fixed interest rate changes to an adjustable interest rate, and each date on which my adjustable interest rate could change. (2) A $140,000 second position note owing by Trilosa, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.00% per annum. Interest only payable in monthly installments of $700 or more on the 15th day of each month beginning on the 15th day of March 2020 and continuing until the 14th day of February 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Lantana Investments, LLC

On July 24, 2020 we completed our acquisition, through our subsidiary Lantana Investments, LLC, the real property located at 3408 Budlong Avenue in Los Angeles (“Budlong”). The property was vacant at time of purchase. The acquisition was for $624,000 (“Purchase Price”). Terms of the acquisition as follows. (1) A first position note with payment on principle balance of $470,000 issued by the Property Owner, Lantana, owing to lender, Golden Empire Mortgage, whose terms of payments due are principal and interest, on unpaid principal at the rate of 5% per annum. Principal and interest payable in monthly instalments of $1,958 or more starting on August 24, 2020 and continuing until the 24th day of July 2021, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $175,000 second position note owing by Lantana, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly instalments of $729 or more on the 23rd day of each month beginning on the 23rd day of August 2020 and continuing until the 22nd day of July 2025, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On October 26, 2021, the original notes were refinanced to two notes as follows: (1) A first position note for $620,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.875% per annum. Principal and interest payable in monthly installments of $3,281 or more starting on January 1, 2022, and continuing until the 1st day of December 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $120,000 second position note whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly instalments of $500 or more on the 1st day of each month beginning on December 1, 2021and continuing until the 1st day of November 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-15

Kapok Investments, LLC

On November 8, 2020 we completed our acquisition, through our subsidiary Kapok Investments, LLC, the real property located at 3912 S. Hill Street in Los Angeles (“Hill”). The property was delivered vacant to Hubilu after seller moved out within 2 weeks after the close of escrow as agreed per purchase contract. Seller paid Hubilu no money for the 2 week period. The acquisition was for $645,000 (“Purchase Price”). Terms of the acquisition as follows. (1) A first position note with payment on principal balance of $516,000 issued by the Property Owner, Kapok, owing the lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest. On unpaid principal at the rate of 6.425% per annum. Principal and interest payable in monthly instalments of $3,236 or more starting on January 1, 2021 and continuing until the 1sr day of December 2050, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $152,000 second position note owing by Kapok, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6.425% per annum. Interest only payable in monthly instalments of $814 or more on the 2nd day of each month beginning on the 2nd day of December 2020 and continuing until the 1st day of November 2026, at which time the entire principal balance together with interest due thereon, shall become due and payable.

2019 acquisitions

Elata Investments, LLC

On July 12, 2019, the Company closed on the acquisition of Elata Investments, LLC. On March 22, 2019 the company entered into a purchase contract to purchase personal property (“the Elata Agreement”) with Adlon Investments, LLC, Wyoming Limited Liability Company (“Adlon”), to acquire 100% membership interest in Elata Investments, LLC. a Wyoming Limited Liability Company. The Elata Agreement was subject to due diligence and verification of title and rental income. The acquisition was scheduled to close on July 12, 2019 and did close on July 12, 2019. Elata’s sole asset was its real property located at 1267 W. 38th Street, Los Angeles. On July 12th, 2019, the acquisition was completed for $600,300. The terms of the Hubilu membership interest purchase was subject to two loans as follows. (1) A $415,000 first position note owing by Elata, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.50% per annum. Interest only payable in monthly installments of $1,902 or more on the 20th day of each month beginning on the 20th day of August, 2019 and continuing until the 19th day of March 2023, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $185,000 second position note owing by Elata, whose terms of payments due were interest only, payable on unpaid principal at the rate of 6% per annum. Interest only payable in monthly installments of $347 or more on the 20th day of each month beginning on the 20th day of August 2019 and continuing until the 19th day of March 2023, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On April 26, 2021, the original notes for 1267 W. 38th Street were refinanced to one first note for $620,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.975% per annum. Principal and interest payable in monthly installments of $3,319 or more starting on July 1, 2021 and continuing until the 1st day of June 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On December 13, 2019 we completed our acquisition, through our subsidiary, Elata Investments, LLC, the real property located at 4016 Dalton, Los Angeles CA (“Dalton”). The property was vacant at time of purchase. The acquisition was for $530,006 (“Purchase Price”). Terms of the acquisition as follows: (1) A first position note with payment on principal balance of $441,995 issued by the Property Owner, Elata, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 7.2% per annum. Principal and interest payable in monthly installments of $2,851 or more starting on February 1, 2020 and continuing until the 1st day of January 2050, at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-16

The initial fixed interest rate will change to an adjustable interest rate on the 1st day of January, 2025, and the adjustable interest rate may change on that day every 12th month thereafter. The date on which the initial fixed interest rate changes to an adjustable interest rate, and each date on which my adjustable interest rate could change. (2) a $83,005 second position note owing by Elata to Belladonna Lily Investments, Inc (“Bella”), whose terms of payments due were interest only, payable from December 11, 2019 on unpaid principal at the rate of 6% per annum. Interest only payable in monthly installments of $750 or more on the 11th day of each month beginning on the January 11, 2020, and continuing until December 10, 2023, at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable. The note to Bella in second position was increased to $150,000 at time of initial funding, with the difference of $66,995 being used to fund closing costs, carrying costs and fix up costs.

On May 21, 2021, the original notes for 4016 Dalton were refinanced to one first note for $624,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.975% per annum. Principal and interest payable in monthly installments of $3,340 or more starting on June 1, 2021 and continuing until the 1st day of June 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On December 30, 2019 we completed our acquisition, through our subsidiary, Elata Investments, LLC (“Elata”), the real property located at 1618 West 38th Street, Los Angeles CA (“38th”). The property was vacant at time of purchase. The acquisition was for $635,372 (“Purchase Price”). Terms of the acquisition as follows: (1) A first position note with payment on principal balance of $504,000 issued by the Property Owner, Elata, owing to lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 6.3% per annum. Principal and interest payable in monthly installments of $3,120 or more starting on February 1, 2020 and continuing until the 1st day of January 2050, at which time the entire principal balance together with interest due thereon, shall become due and payable. Note: The initial fixed interest rate will change to an adjustable interest rate on the 1st day of January, 2025, and the adjustable interest rate may change on that day every 12th month thereafter. The date on which the initial fixed interest rate changes to an adjustable interest rate, and each date on which my adjustable interest rate could change. (2) A $126,000 second position note owing by Elata to Belladonna Lily Investments, Inc (“Bella”), whose terms of payments due were interest only, payable from December 11, 2019 on unpaid principal at the rate of 6% per annum. Interest only payable in monthly installments of $750 or more on the 11th day of each month beginning on January 11, 2020, and continuing until December 10, 2025, at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable. The note to Bella in second position was increased to $150,000 at time of initial funding, with the difference of $24,000 being used to fund closing costs, carrying costs and fix up costs.

F-17

Kapok Investments, LLC

On December 31, 2019, the Company closed on the acquisition of Kapok Investments, LLC, (“Kapok”) and its real property asset located at 1981 Estrella, Los Angeles. Under the terms of the Kapok Agreement, the Company was to acquire 100% membership interest in Kapok for $814,574 The property was vacant at time of purchase. Kapok was owned by a related party. The acquisition was subject to two loans as follows: (1) A $600,000 first position note owing by Kapok to Belladonna Lily Investments, Inc. (“Bella”) whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $2,500 or more on the 1st day of each month beginning on the 1st day of January 2020 and continuing until the 30th day of November 2023, at which time the entire principal balance together with interest due thereon, shall become due and payable. (2) A $288,000 second position note owing by Kapok to Bella, whose terms of payments due were interest only, payable on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $1,200 or more on the 1st day of each month beginning on the 1st day of February 2020 and continuing until the 30th day of November 2023 at which time the entire principal balance together with interest due thereon, shall become due and payable.

On May 17, 2021, the original notes for 1981 Estrella were refinanced to one first position note for $920,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $5,066 or more starting on July 1, 2021 and continuing until the 1st day of June 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Trilosa Investments, LLC

On December 31, 2019, the Company acquired 100% membership interest in Trilosa Investments, LLC, a Wyoming Limited Liability Company (“Trilosa”) which was owned by a related party. Trilosa’s sole asset was the real property located at 717 W. 42nd Place, Los Angeles CA. Under the terms of the Trilosa Agreement, the Company acquired 100% membership interest in Trilosa for $471,000 (“the Purchase Price”) payable as follows: (1) subject to a $337,167 first position mortgage with payment on principal balance of $337,167 owing to lender, Fay Servicing, Inc., interest only from January 1, 2020 on unpaid principal at the rate of 6.85% per annum in monthly installments of $1,925 or more on the 1st day of each month, beginning with the first payment on the 1st day of February 2020 and continuing until 1st day of November 2048. (2) A $133,500 second position note owing by Trilosa to Belladonna Lily Investments, Inc (“Bella”), whose terms of payments due were interest only, payable from January 1, 2020, on unpaid principal at the rate of 6.85% per annum. Interest only payable in monthly installments of $762 or more on the 1st day of each month beginning on the February 1, 2020, and continuing until April 30, 2029 at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable. Balance of purchase price paid in cash.

Boabab Investments, LLC

On December 31, 2019, the Company acquired 100% membership interest in Boabab Investments, LLC, a Wyoming Limited Liability Company (“Boabab”) which was owned by a related party. Boabab’s sole asset was the real property located at 2115 Portland Street, Los Angeles CA. Under the terms of the Boabab Agreement, the Company was to acquire 100% membership interest in Boabab for $942,300 (“the Purchase Price”) payable as follows: (1) a $ first position mortgage with payment on principal balance of $616,899 owing to lender, Nexera Holding, LLC dba Newfi Lending, a Delaware Corporation. interest only from July 1, 2019 on unpaid principal at the rate of 6.00% per annum in monthly installments of $3,721 or more on the 1st day of each month, beginning with the first payment on the 1st day of January 2020 and continuing until 1st day of June 2049. Note: The initial fixed interest rate will change to an adjustable interest rate on the 1st day of June, 2024, and the adjustable interest rate may change on that day every 12th month thereafter. The date on which the initial fixed interest rate changes to an adjustable interest rate, and each date on which my adjustable interest rate could change. (2) A $325,000 second position note owing by Boabab to Belladonna Lily Investments, Inc (“Bella”), whose terms of payments due were interest only, payable from December 31, 2019 on unpaid principal at the rate of 5.00% per annum. Interest only payable in monthly installments of $1,354 or more on the 1st day of each month beginning on the 1st day of February, 2020, and continuing until 31th day of July 2029, at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable.

F-18

2018 acquisitions- related party

Sunza Investments, LLC

On May 30, 2018, the Company entered into a contract to purchase personal property (“the Sunza Agreement”) with Adlon Investments, Inc. a Wyoming Corporation (“Adlon”), to acquire its 100% membership interest in Sunza Investments, LLC, a Wyoming Limited Liability Company (“Sunza”). Adlon was 100% owned by Jacaranda Investments, Inc., a Wyoming Corporation (“Jacaranda”), which was previously owned by the Company’s Chairman and CEO. Adlon Investments, Inc., Jacaranda Investments, Inc., were related parties to this purchase. The purchase closed on May 31, 2018. Sunza’s sole asset was the real property located at 3910 Walton Avenue, Los Angeles, CA 90037 (the “Property”). Under the terms of the Sunza Agreement, the Company’s purchase price is $510,000 (“the Purchase Price”), which is comprised of the following: (1) a $325,500 promissory note dated April 5, 2018 (the “Note”) and a First Deed of Trust, secured by the Property, whereby Sunza, as Trustee of the 3910 Walton Avenue Trust, dated April 3, 2018 (“Maker”) promises to pay Belladonna Lily Investments, Inc, a Wyoming Corporation the sum of $325,500 with interest only from April 5, 2018 on unpaid principal at the rate of 6% per annum. The Company is paying monthly instalment payments of $1,627 until April 30, 2020, at which time the entire principal balance together with interest due thereon, shall become due and payable; and (2) a $184,500 promissory note (the “2nd Note”) secured by a 2nd Trust Deed and payable to Belladonna Lily Investments, Inc, a Wyoming Corporation with interest only until the April 30, 2020, at which time the entire Principal balance together with interest is due thereon, shall become due and payable.

On July 18, 2019, the original notes for 3910 Walton were refinanced to one first note for $570,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 5% per annum. Principal and interest payable in monthly installments of $3,060 or more starting on September 1, 2019, and continuing until the 1st day of August 2049, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On September 27, 2018, the Company closed the acquisition of the real property located at 3910 Wisconsin Street, Los Angeles California for a purchase price of $487,500. The terms of the acquisition is subject to three loans: (1) A first position note (the “1st Note”) with unpaid principal balance of $252,228 taken subject to the Property Sellers owing their lender, whose terms of payments are principal and interest, with payments commencing November 1, 2018, on unpaid principal at the rate of 4.375% per annum. Interest only payable in monthly installments of $1,627 or more on the 1st day of each month beginning on the November 1, 2018, and continuing until October 1, 2036, at which time the entire principal balance together with interest due thereon, shall become due and payable; (2) A $200,000 second position note owing by Sunza to Yerba Mate Corporation, whose terms of payments due were interest only, payable from November 1, 2018 on unpaid principal at the rate of 9% per annum. Interest only consist of interest only monthly installments of $1,500 that commenced on November 1, 2018, and continuing until October 31, 2020, at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable; and (3) a $40,000 third position note owing by Sunza to Belladonna Lily Investments, Inc., whose terms of payments consist of interest only monthly installments at the rate of 9% per annum at the amount of $300 payable from November 1, 2018 until April 30, 2022, at which time the entire principal balance together with any outstanding interest due thereon, shall become due and payable.

On February 25, 2022 the original notes for 3910 Wisconsin were refinanced to one first note for $700,000 with Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 5.225% per annum. Principal and interest payable in monthly installments of $3,855 or more starting on April 1, 2022, and continuing until the 1st day of March 2052, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Lantana Investments, LLC

On December 31, 2018, the Company acquired the 100% membership interest in Lantana Investments, LLC, a Wyoming Limited Liability Company (“Lantana”) from Jacaranda Investments, Inc. (“Jacaranda”). Jacaranda was previously owned by our Chairman and CEO. Jacaranda Investments, Inc. was a related party to the transaction. Lantana’s sole asset is the building and land located at 1557 W. 29th Street, Los Angeles CA (“the Lantana Property”).

Under the terms of the Lantana Agreement, the Company acquired the 100% membership interest in Lantana for $643,500 (“the Purchase Price”) payable as follows: (1) a $443,500 promissory note (the “Lantana Note”) with principal and interest payments of $2,532 payable until the October 30, 2048, at which time the entire principal balance together with interest is due thereon. The Lantana Note is secured by a 1st Trust Deed and is fixed for 7 years and thereafter adjusted to 1-year LIBOR plus 5.25%; and (2) a $200,000 promissory note (the “Lantana Second Note”) secured by a 2nd Trust Deed and owing to Belladonna Lily Investments, Inc. The Lantana Second Note bears interest at 6.85% per annum with interest only monthly payments of $1,142 until October 30, 2022 at which time the entire principal balance together with interest due thereon, shall become due and payable.

F-19

On May 17, 2021, the original notes for 1557 W. 29th Street were refinanced to one first note for $620,000 through lender, Visio Financial Services, Inc, whose terms of payments due are principal and interest, on unpaid principal at the rate of 4.975% per annum. Principal and interest payable in monthly installments of $3,319 or more starting on July 1, 2021, and continuing until the 1st day of June 2051, at which time the entire principal balance together with interest due thereon, shall become due and payable.

2017 acquisitions- related party

Akebia Investments, LLC

On April 10, 2017, the Company completed its acquisition of all of the outstanding membership interests (the “Akebia Acquisition”) of Akebia Investments, LLC (“Akebia”) for $892,287 (the “Purchase Price”). Akebia’s sole asset is the real property located at 3711 South Western Avenue, Los Angeles, California (the “Akebia Property”). The Akebia Acquisition has been accounted for as an asset acquisition with the proceeds allocated entirely to the Akebia Property. There was no contingent consideration associated with the Akebia Acquisition.

Under the terms of the Akebia Acquisition, the Company’s consideration for the Purchase Price was: (1) a $710,000 All Inclusive Deed of Trust (“Akebia AITD”), secured by the Akebia Property and a promissory note (the “Akebia Note”), which bears interest at 6% and (2) 180,000 shares of the Company’s Series 1 Convertible Preferred Stock at an issuance price of $1 per share, for $180,000. The Akebia AITD was reduced to $702,462 after adjustments for closing costs at the date of purchase of the Akebia Property.

The Akebia AITD includes terms of repayment of $100,000 due August 1, 2020. Once the initial repayment of $100,000 has been made, the interest rate on the remaining balance of the Akebia AITD will reduce to 4% per annum.

On December 1, 2021, the original notes for 3711 South Western Avenue changed to one $700,000 promissory note secured by a 1st Trust Deed, owing to Belladonna Lily Investments, Inc., replacing the existing notes, at an interest of 5.00% per annum with interest only monthly payments of $2,927 starting on January 1, 2022, until December 1, 2029, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Zinnia Investments, LLC

On April 10, 2017, the Company completed its acquisition of all the outstanding membership interests (the “Zinnia Acquisition”) of Zinnia Investments, LLC (“Zinnia”) for $910,695 (the “Purchase Price”). Zinnia’s sole asset is the real property located at 2909 South Catalina Street, Los Angeles, California (the “Zinnia Property”). The Akebia Acquisition has been accounted for as an asset acquisition with the proceeds allocated entirely to the Akebia Property. There was no contingent consideration associated with the Zinnia Acquisition.

Under the terms of the Zinnia Acquisition, the Company’s consideration for the Purchase Price was: (1) a $655,000 All Inclusive Deed of Trust (“Zinnia AITD”), owing to Esteban Coaloa, secured by the Zinnia Property and a promissory note (the “Zinnia Note”), which bears interest at 6% and (2) 270,000 shares of the Company’s Series 1 Convertible Preferred Stock at an issuance price of $1.00 per share, for $270,000. The Zinnia AITD was reduced to $654,810 after adjustments for closing costs at the date of purchase of the Zinnia Property.

The Zinnia AITD includes terms of repayment of $145,000 one year from the date of inception and the remaining balance due on the Zinnia Note’s second anniversary date, extended to April 20, 2029. Once the initial repayment of $145,000 has been made, the interest rate on the remaining balance of the Zinnia AITD will be reduced to the greater of 3.5% per annum or the 11th District Cost of Funds Index plus 2.8% including a provision that the rate cannot be greater than 9.0%.

F-20

NOTE 7 – DUE TO RELATED PARTY

As of December 31, 2023 and 2022, the Company owed Jacaranda Investments, Inc., $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 $89,913 and $46,226, which was credited to additional paid-in capital for the years ended December 31, 2023 and 2022, respectively.

NOTE 8 – MORTGAGES PAYABLE, RELATED PARTIES

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

~~SCHEDULE~~Schedule OFof ~~MORTGAGES~~Mortgages ~~PAYABLE TO RELATED PARTIES~~Payable

	Principal balance				Stated
	Principal Balance
	December 31, 2023		December 31, 2022		Interest Rate			Maturity date
	December 31,				Stated
2909 South Catalina Street		599,594		599,594		6.00	%	April 20, 2029
	2024		2023		Interest Rate			Maturity Date
2909 South Catalina Street	$	599,594	$	599,594		6.00	%	April 20, 2029

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

~~NOTE~~Note 911 – ~~MORTGAGES~~Mortgages ~~PAYABLE~~Payable

The Company’s mortgages are summarized as follows:

~~SCHEDULE~~Schedule OFof ~~MORTGAGES~~Mortgages ~~PAYABLE~~Payable

	Principal balance				Stated
	2024		2023		Interest Rate			Maturity Date
	December 31, 2023		December 31, 2022		Interest Rate			Maturity date
	Principal Balance
3711 South Western Ave	$	643,585	$	643,585		5.00	%	December 1, 2029
	December 31,				Stated
3910 Walton Ave.		529,258		539,547		5.00	%	August 1, 2049
	2024		2023		Interest Rate			Maturity Date
3910 Wisconsin Street		679,788		691,349		5.225	%	March 1, 2052
3711 South Western Avenue	$	643,584	$	643,585		5.00	%	December 1, 2029
1557 West 29 Street		593,956		605,129		4.975	%	June 1, 2051
2115 Portland Street		989,827		902,214		7.25	%	July 1, 2054
1267 West 38 Street		596,195		606,053		4.975	%	June 1, 2051
4505 Orchard Avenue		626,052		637,567		4.625	%	March 1, 2052
4016 Dalton Avenue		600,038		609,959		4.975	%	June 1, 2051
1618 West 38 Street
- First Note		477,482		484,883		6.30	%	January 1, 2050
- Second Note		150,000		150,000		6.00	%	December 10, 2025
1981 Estrella Ave		883,908		899,278		5.225	%	June 1, 2051
717 West 42 Place
- First Note		335,167		336,267		6.85	%	November 1, 2048
- Second Note		134,968		134,968		6.85	%	April 30, 2029
2115 Portland Street
- First Note		582,438		591,836		6.00	%	June 1, 2049
-Second Note		319,776		319,776		5.00	%	July 31, 2029
3906 Denker
-First Note		395,159		401,181		6.00	%	March 1, 2050
-Second Note		185,000		185,000		6.00	%	February 14, 2025
3408 Budlong
-First Note		598,527		609,626		4.875	%	December 1, 2051
-Second Note		120,000		120,000		5.00	%	November 1, 2029
3912 S. Hill Street
-First Note		496,174		503,094		6.425	%	December 1, 2050
- Second Note		152,000		152,000		6.425	%	November 1, 2026
4009 Brighton Avenue		708,367		720,010		4.875	%	November 1, 2051
3908 Denker Avenue		620,547		630,515		4.975	%	December 1, 2051
4021 Halldale Avenue		755,111		766,071		6.575	%	October 1, 2052
1284 W. 38th Street
-First Note		637,267		648,605		4.625	%	March 1, 2052
-Second Note		188,000		188,000		5.25	%	June 30, 2029
4505 Orchard Avenue		637,567		648,282		4.625	%	March 1, 2052
3777 Ruthelen Street		699,061		711,326		4.625	%	March 1, 2052
3791 S. Normandie Avenue
- First Note		606,567		615,682		5.225	%	April 1, 2052
-First Note		596,965		606,567		5.225	%	April 1, 2052
-Second Note		150,000		150,000		5.00	%	March 1, 2029
2029 W. 41st Place		820,000		~~809~~820,~~900~~000		6.00	%	December 31, 2029
4517 Orchard Avenue
1267 West 38th Street		585,439		596,195		4.975	%	June 1, 2051
-First Note		471,632		479,070		5.225	%	April 1, 2052
1618 West 38th Street
-Second Note		158,000		158,000		5.00	%	March 1, 2029
-First Note		470,003		477,482		6.30	%	January 1, 2050
-Second Note		150,000		150,000		6.00	%	December 10, 2025
4016 Dalton Avenue		589,219		600,038		4.975	%	June 1, 2051
1981 Estrella Ave		867,715		883,908		5.225	%	June 1, 2051
3912 S. Hill Street
-First Note		488,947		496,174		6.425	%	December 1, 2050
-Second Note		152,000		152,000		6.425	%	November 1, 2026
1557 West 29th Street		582,213		593,956		4.975	%	June 1, 2051
3408 S. Budlong Street
-First Note		586,874		598,527		4.875	%	December 1, 2051
-Second Note		120,000		120,000		5.00	%	November 1, 2029
3777 Ruthelen Street		687,052		699,061		4.625	%	March 1, 2052
1733 W. 37th Place
-First Note		~~573~~591,~~167~~189		~~567~~573,~~450~~167		117.00225	%	~~March~~April 221, ~~2024~~2052
-Second Note		100,000		100,000		6.00	%	March 31, 2029
Hubilu General Loan		275,000		275,000		0	%	Due upon request
1457 W. 35th Street
	$	15,873,705	$	16,051,442
-First Note		599,750		-		10	%	July 1, 2025
Less: current maturities		768,961		1,640,175
-Second Note		205,000		-		6.00	%	June 30, 2029
Mortgages payable	$	15,104,744	$	14,411,267
1460 N. Eastern Avenue
-First Note		578,000		-		9.50	%	April 1, 2025
-Second Note		305,000		-		6.00	%	June 30, 2029
4700 S. Budlong Avenue
-First Note		728,000		-		7.125	%	December 1, 2054
-Second Note		199,500		-		6.00	%	March 31, 2029
1659 Roosevelt Avenue
-First Note		570,000		-		6.90	%	September 1, 2054
-Second Note		200,000		-		6.00	%	December 31, 2029
802 E. 25th Street
-First Note		518,639		-		6.71	%	September 1, 2054
-Second Note		150,000		-		6.00	%	December 31, 2029
1100 W. 48th Street
-First Note		487,042		-		6.30	%	November 1, 2054
-Second Note		200,000		-		6.00	%	December 31, 2029
3910 Walton Avenue		734,051		529,258		6.65	%	August 1, 2049
3910 Wisconsin Street		668,468		679,788		5.225	%	March 1, 2052
4021 Halldale Avenue		746,011		755,111		6.575	%	October 1, 2052
717 West 42nd Place
-First Note		333,867		335,167		6.85	%	November 1, 2048
-Second Note		134,968		134,968		6.85	%	April 30, 2029
3906 Denker Avenue
-First Note		388,765		395,159		6.00	%	March 1, 2050
-Second Note		185,000		185,000		6.00	%	February 14, 2025
4009 Brighton Avenue		695,844		708,367		4.875	%	November 1, 2051
4517 Orchard Avenue
-First Note		464,047		471,632		5.225	%	April 1, 2052
-Second Note		158,000		158,000		5.00	%	March 1, 2029
3908 Denker Avenue		609,772		620,547		4.975	%	December 1, 2051
1284 W. 38th Street
-First Note		624,544		637,267		4.625	%	March 1, 2052
-Second Note		188,000		188,000		5.25	%	June 30, 2029
Hubilu general loan		75,000		275,000		-	%	December 31, 2029
Total mortgages payable	$	20,544,347	$	15,873,705
Less: unamortized debt discounts		332,549		272,183
Mortgages payable, net of discounts	$	20,211,798	$	15,601,522
Less: current maturities		1,700,440		754,170
Mortgages payable, long-term portion	$	18,511,358	$	14,847,352

F-2114

In addition to mortgages incurred pursuant to property acquisitions during the year ended December 31, 2024, as disclosed in Note 7, the Company refinanced the following debts:

The Company realized a $73,802 loss on early extinguishment of debt related to refinancing notes payable during the year ended December 31, 2024.

The Company recognized $1,209,530 and $993,330 of interest expense on notes payable for the twelve months ended December 31, 2024 and 2023, respectively.

Scheduled repayments on mortgages payable, including paying off interest only loans and mortgages due are as follows:

~~SCHEDULE~~Schedule OFof ~~REPAYMENTS~~Repayments ONon ~~MORTGAGES~~Mortgages ~~PAYABLE~~Payable

Year ending December 31, 2023
Year ending December 31,
2024	$	768,961
2025	$	1,737,597
2025		538,567
2026		389,592
2026		366,329
2027		251,079
2027		225,819
2028		265,351
2028		237,933
2029		3,929,507
Thereafter		13,~~736~~971,~~096~~221
Total	$	1520,~~873~~544,~~705~~347
Debt discounts		(332,549	)
Total mortgages payable	$	20,211,798

~~NOTE~~Note 1012 – ~~SERIES~~Series 1 ~~CONVERTIBLE~~Convertible ~~PREFERRED~~Preferred ~~SHARES~~Shares

The Company has authorized and designated 2,000,000 shares of Series 1 convertible preferred stock (the “Preferred Stock”). InAt ~~September~~December 31, ~~2016~~2024, ~~the~~there ~~Company~~was ~~issued 10~~520,400 shares of ~~Preferred~~Series ~~Stock at an issuance price of $~~1 ~~per~~convertible ~~share,~~preferred ~~for~~stock ~~proceeds of $10,400 and in April 2017, the Company~~ issued ~~450,000 shares of Preferred Stock in connection with the Akebia~~ and ~~Zinnia Acquisitions~~outstanding. (Notes 6 and 8). In January 2018, the Company issued 20,000 shares of Preferred Stock at an issuance price of $1 per share, for proceeds of $20,000. In March 2018, the Company issued 20,000 shares of Preferred Stock at an issuance price of $1.00 per share, for gross proceeds of $20,000. On May 11, 2021, the Company issued 10,000 shares of Preferred Stock at an issuance price of $1.00 per share, for gross proceeds of $10,000. On July 6, 2022, the Company issued 10,000 shares of Preferred Stock at an issuance price of $1.00 per share, for gross proceeds of $10,000.

The Preferred Stock has the following rights and privileges:

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

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

The Preferred Stock matures on September 30, 2029.

The predominant settlement obligation of the Series 1 Convertible Preferred shares was considered to be the issuance of a variable number of shares to settle a fixed monetary amount. Thus, these shares are scoped into the guidance of ASC 480F-~~10 and are accounted for as a liability as at December 31, 2023 and 2022.~~15

~~SCHEDULE~~The OFpredominant ~~ISSUANCE~~settlement OFobligation ~~CONVERTIBLE~~of ~~PREFERRED~~the ~~SHARES~~Series ~~SETTLEMENT~~1 ~~OBLIGATION~~Convertible Preferred shares was considered to be the issuance of a variable number of shares to settle a fixed monetary amount. Thus, these shares are scoped into the guidance of ASC 480-10 and are accounted for as a liability as at December 31, 2024 and 2023.

	# of Shares		Amount		Dividend in Arrears		Total
Balance, December 31, 2021		510,400	$	510,400	$	107,074	$	617,474
Dividends accrued		-		-		46,440		46,440
Shares issued		10,000		10,000		-		10,000
Balance, December 31, 2022		520,400		520,400		153,514	$	673,914
Dividends accrued		-		-		25,949		25,949
Shares issued		0		0		0		0
Balance, December 31, 2023		520,400	$	520,400	$	179,463	$	699,863

F-22

	Shares		Amount		Dividend in Arrears		Total

Balance, December 31, 2022		520,400	$	520,400	$	153,514	$	673,914
Dividends accrued		-		-		25,949		25,949
Shares issued		-		-		-		-

Balance, December 31, 2023		520,400		520,400		179,463	$	699,863
Dividends accrued		-		-		26,020		26,020
Shares issued		-		-		-		-
Balance, December 31, 2024		520,400	$	520,400	$	205,483	$	725,883

~~NOTE~~Note 1113 – ~~INCOME~~Income ~~TAXES~~Taxes

The Company did not record a provision for income taxes for the years ended December ~~2023~~2024 and ~~2022~~2023 and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, ~~2023~~ 2024, the Company had approximately $~~288~~2,~~162~~ 374,000 of federal net operating losses. The net operating loss ~~carry~~carryforwards ~~forwards~~(“NOL”), if not utilized, will begin to expire in 2041. Federal NOLs do not expire, but are subject to 80% income limitation on use; state and local laws may vary by jurisdiction. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

The provision (benefit) for income taxes for the period from inception through December 31, ~~2023~~2024 were assuming a 21% effective tax rate.

Significant components of the Company’s deferred tax assets are as follows:

~~SCHEDULE~~Schedule of OFDeferred ~~DEFERRED~~Tax ~~TAX~~Assets ~~ASSETS~~And ~~AND LIABILITIES~~Liabilities

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
				(Revised)
Net operating loss carry-forwards	$	498,540		$	437,010
Net operating loss carry-forwards	$	288,162		$	230,342
Valuation allowance		(498,540	)		(437,010	)
Valuation allowance		(288,162	)		(230,342	)
	$	-		$	-
Total	$	-		$	-

The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, ~~2023~~2024.

In ~~accordance with ASC 740~~addition, the Company ~~has~~performed ~~evaluated~~a comprehensive review of its uncertain tax positions and determined ~~there~~that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2024 and 2023. The Company’s federal and state income tax returns are nosubject to ~~uncertain~~examination by taxing authorities for three years after the returns are filed, and as such the Company’s federal and state income tax ~~positions~~returns remain open to examination.

FNote 14 -23 Stockholders’ Equity (Deficit)

NOTE 12 - Stockholders’ Equity (Deficit)

Common Stock

NoThe Company has authorized 100,000,000 shares of $0.001 par value common stock. ~~was~~As ~~issued~~of ~~during~~December 31, ~~the~~2024, ~~years~~a ~~ended~~total ~~December~~of 3126,237,125 ~~2023~~shares of ~~and~~common ~~2022~~stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.

~~Preferred~~No ~~Stock~~common stock was issued during the years ended December 31, 2024 and 2023.

~~No preferred stock was issued during the year ended December 31, 2023.~~F-16

~~One~~Note ~~July~~15 6,- ~~2022,~~Commitment ~~10,000~~And ~~shares of our Series 1 Preferred Stock were issued at $1.00 per share valued at $10,000 to one accredited investor.~~Contingencies

NOTE 13 - COMMITMENT AND CONTINGENCIES

Office Lease

During the year ended December 31, 2020, the Company released half of our office space back to the landlord on a month-to-month at our ~~office~~ office in Beverly Hills, CA. The monthly rent reduced to $1,300 as of June 1, 2020. Our current rent amount is $1,395. ~~For~~ ~~the~~We ~~year~~paid ~~ended December 31~~$16,740 ~~2023,~~and ~~we paid~~ $16,353 inof rent, ~~compared to $15,964~~ for the ~~year~~years ended December 31, ~~2022~~2024 and 2023, respectively.

Litigation

From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operation.

~~NOTE~~Note 1416 – ~~SUBSEQUENT~~Segment ~~EVENTS~~Reporting

OnASC ~~March~~Topic 16280, “Segment ~~2024~~Reporting,” ~~the~~establishes ~~first~~standards ~~note~~ for ~~1733~~companies W.to ~~37th~~report ~~Place~~in ~~was~~their ~~refinanced~~financial ~~for~~statement ~~$595,000~~information ~~wish~~about ~~Visio~~operating ~~Financial~~segments, ~~Services~~products, ~~Inc~~services, ~~whose~~geographic ~~terms~~areas, ~~of payments due are principal~~ and ~~interest,~~major oncustomers. ~~unpaid~~Operating ~~principal~~segments atare ~~the~~defined ~~rate~~as ofcomponents ~~7.225%~~of ~~per~~an ~~annum.~~enterprise ~~Principal~~for ~~and~~which ~~interest~~separate ~~payable~~financial ininformation ~~monthly~~is ~~installments~~available ofthat ~~$4,048.86~~is orregularly ~~more~~evaluated ~~starting~~by onthe ~~May~~Company’s 1,chief ~~2024, and continuing until~~operating ~~the~~decision ~~1st~~maker, ~~day~~or ~~of April 2054~~group, atin ~~which~~deciding ~~time~~how ~~the~~to ~~entire~~allocate ~~principal~~resources ~~balance together with interest due thereon, shall become due~~ and ~~payable~~assess performance.

~~F-24~~The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, we determined we operate in a single reporting segment – being a provider of rental properties in a single geographic area.

As of December 31, 2024, the Company’s total real estate, net of accumulated depreciation, was $20,920,723. 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:

	For the		For the
	Year Ended		Year Ended
	December 31,		December 31,
	2024		2023

Rental revenue	$	2,232,412	$	1,885,985
Depreciation		215,006		197,759
Other operating expenses		894,291		944,279
Net operating income	$	1,123,115	$	743,947
Interest expense	$	1,209,530	$	993,330
Other expenses		99,822		25,949
Net loss	$	186,237	$	275,332

The key measures of segment profit or loss reviewed by our CODM are rental revenues, depreciation on properties, and interest expenses. The CODM reviews rental revenue to measure and monitor stockholder value and determine the most effective strategy of real estate investment. Depreciation and interest expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to fund operations. The CODM also reviews other general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 17 – Subsequent Events

Property Acquisitions

On March 6, 2025, the first note for 1460 N. Eastern 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 1^st day of April 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.

On February 5, 2025, the first note for 1457 W. 35^th Street was 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 7.05% per annum. Principal and interest payable in monthly installments of $4,814, or more, starting on April 1, 2025, and continuing until the 1^st day of March 2055, at which time the entire principal balance together with interest due thereon, shall become due and payable.

Investments in the Gula Entities

In January and February 2025, the Company received an aggregate total of 2,400,000 shares of common stock in the Gula Entities for services provided. In addition, on February 28, 2025, the Company received 73,098 shares of preferred stock in Gula World Inc., which includes a 6% dividend to be paid quarterly.

F-17

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

None.

Item 9A. Controls and Procedures.

~~(a)~~ Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of December 31, ~~2023~~2024 were not effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

~~(b)~~ Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, ~~2023~~2024. We believe that internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

Material weaknesses identified:

	●	The Company does not have adequate segregation of duties in the handling of their financial reporting. This is caused by a very limited number of personnel.

	●	The Company’s system of internal controls failed to identify multiple journal entries that were identified by the Company’s external auditor.

	●	The Company has no formal control process related to the identification and approval of related party transactions.

	●	Our Company’s accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters.

2724

Plan for Remediation of Material Weaknesses:

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our year-end ~~2023~~2024 assessment of the effectiveness of our internal control over financial reporting.

Such remediation would entail enhancing the training and oversight of the accounting personnel responsible for non-routine transactions involving complex accounting matters and engaging the services of an independent consultant with sufficient expertise in income tax and complex US GAAP matters to assist us in the preparation of our financial statements.

~~(c)~~ Changes in internal controls.

There ~~was~~have been no ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the fourth fiscal quarter of ~~our~~2024 ~~fiscal year ended December 31, 2023~~ that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors serve until their successor is elected and qualified. Our ~~directors~~director elects our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.

The name, address, age, and position of our present officers and director is set forth below:

Name	Age	~~Title(s)~~Position
David Behrend	5657	Chairman, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
Tracy Black-Van Wier	4950	Secretary and Vice President, Investor Relations

The persons named above have held their offices/positions since May 26, 2020 and we expect them to hold their offices/positions at least until the next annual meeting of our shareholders.

~~Mr. David Behrend, Chairman, President, Chief Executive Officer, and Chief Financial Officer~~Biographies

~~David~~Set ~~Behrend~~forth isbelow ~~our~~are ~~Chairman,~~brief ~~Chief~~accounts ~~Executive~~of ~~Officer, Chief Financial Officer has served in that capacity since March 5, 2015. Starting with his first real estate acquisition in 1997, Mr. Behrend has worked over~~ the ~~past~~business 18experience ~~years~~of aseach adirector ~~portfolio real estate buyer~~ and ~~real~~executive ~~estate agent~~officer and broker. From 1997 to 1998, Mr. Behrend was a California licensed real estate agent and, since 1998, Mr. Behrend has been a California licensed real estate broker. From 2013 to the present, he is a property manager with Camden Realty Group. Mr. Behrend has completed approximately 250 real estate transactions with commercial and residential properties and has acted as a principal and property manager on numerous properties. In 1989, Mr. Behrend graduated from the University of ~~Witwatersrand in Johannesburg, South Africa with a degree in Business Commerce majoring in law, economics and accounting. In 1990, Mr. Behrend graduated from~~ the ~~University of Witwatersrand in Johannesburg, South Africa with an Honors degree in Business Economics majoring in Finance and Marketing~~Company.

28Mr. David Behrend, Chairman, President, Chief Executive Officer, and Chief Financial Officer. David Behrend is our Chairman, Chief Executive Officer, Chief Financial Officer has served in that capacity since March 5, 2015. Starting with his first real estate acquisition in 1997, Mr. Behrend has worked over the past 18 years as a portfolio real estate buyer and real estate agent and broker. From 1997 to 1998, Mr. Behrend was a California licensed real estate agent and, since 1998, Mr. Behrend has been a California licensed real estate broker. From 2013 to the present, he is a property manager with Camden Realty Group. Mr. Behrend has completed approximately 250 real estate transactions with commercial and residential properties and has acted as a principal and property manager on numerous properties. In 1989, Mr. Behrend graduated from the University of Witwatersrand in Johannesburg, South Africa with a degree in Business Commerce majoring in law, economics and accounting. In 1990, Mr. Behrend graduated from the University of Witwatersrand in Johannesburg, South Africa with an Honors degree in Business Economics majoring in Finance and Marketing.

Ms. Tracy Black-Van Wier, Secretary and Vice President-Investor Relations. Tracy Black-Van Wier is our Vice President of Investor Relations and has served in that capacity since August 18, 2016. From May 2013 to June 2015, Ms. Black-Van Wier was the National Marketing Director of Nerium International, a multi-level marketing company in the anti-aging industry and oversaw a sales force of over 1,000 people. In her capacity as National Marketing Director, sales increased by 500%. She is a professional speaker, motivator, and relationship builder. Ms. Black-Van Wier graduated with Honors from the University of Santa Cruz with a B.A. in Psychology.

Tracy Black-Van Wier is our Vice President of Investor Relations and has served in that capacity since August 18, 2016. From May 2013 to June 2015, Ms. Black-Van Wier was the National Marketing Director of Nerium International, a multi-level marketing company in the anti-aging industry and oversaw a sales force of over 1,000 people. In her capacity as National Marketing Director, sales increased by 500%. She is a professional speaker, motivator, and relationship builder. Ms. Black-Van Wier graduated with Honors from the University of Santa Cruz with a B.A. in Psychology.25

Family Relationships

There are no family relationships among any of our directors or executive officers.

Possible Potential Conflicts

The OTC Pink on which we have our shares of common stock quoted on does not currently have any director independence requirements.

No member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer and director in that he may have other business interests in the future to which he devotes his attention, and he may be expected to continue to do so although management time must also be devoted to our business. Thus, conflicts of interest may arise that can be resolved only through his exercise of such judgment as is consistent with each officer’s understanding of his fiduciary duties to us. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented

To resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Currently we have two directors and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Code of Business Conduct and Ethics

In March 31, 2015, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

	●	honest and ethical conduct,

	●	full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

	●	compliance with applicable laws, rules and regulations,

	●	the prompt reporting violation of the code, and

	●	accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement of which this prospectus is a part.

Board of Directors

Our director ~~directors~~holds ~~hold~~ office until the completion of his term of office, which is not longer than one year, or until his successor(s) have ~~been~~ been elected. Our ~~directors~~ director’s term of office expires on March 31, 2027. All officers are appointed annually by the board of ~~directors~~ directors and, subject to existing employment agreements (of which there are currently none), serve at the discretion of the board. Currently, ~~directors~~our ~~receive~~director receives no compensation for ~~their~~his role as ~~directors~~director but may receive compensation for ~~their~~his role as ~~officers~~officer.

Involvement in Certain Legal Proceedings

During the past five years, other than as set forth below, no present director, executive officer or person nominated to become a director or an executive officer of us:

(1) had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. engaging in any type of business practice; or

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

(5) was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

In March 2010, Mr. Behrend filed a petition for bankruptcy with the U.S. District Court for the Central District of California, Case No. 2:10-bk-21201-VK. In April 2011, the Case was converted to a Chapter 7 petition, Case No. 01:11-bk-11379-VK and in October 2012, Mr. Behrend received a discharge.

In June 2009, the Los Angeles City Attorney brought charges against Mr. Behrend, who was the majority member of a limited liability company that acted as a trustee for a trust, which controlled and managed a residential apartment building in Los Angeles. Mr. Behrend pled no contest to a misdemeanor charge of violating the habitability of an apartment building and received a fine, 300 hours of community service, 90 days electronic monitoring and 8 years’ probation. Mr. Behrend has completed all the conditions of his sentence. His probation expired in June 2017.

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

We will reimburse all directors for any expenses incurred in attending directors’ meetings if we have the resources to pay these fees. We will consider applying for officers’ and directors’ liability insurance at such time when we have the resources to do so.

31Delinquent Section 16(a) Reports

The were no persons who, at any time during the fiscal year ended December 31, 2024, was a director, executive officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

Item 11. Executive Compensation

Summary Executive Compensation Table

The following table shows, for the year ended December 31, ~~2023~~2024 and ~~2022~~2023, compensation awarded to or paid to, or earned by, our Chief Executive Officer and other officers (the “Named Executive Officer”).

SUMMARY COMPENSATION TABLE

Name and principal position (a)	Year (b)		Salary ($) (c)		~~Salary ($) (c)~~		Bonus ($) (d)		~~Bonus ($) (d)~~		Stock Awards ($) (e)		~~Stock Awards ($) (e)~~		Option Awards ($) (f)		~~Option Awards ($) (f)~~		Non-Equity Incentive Plan Compensation ($) (g)		~~Non-Equity Incentive Plan Compensation ($) (g)~~		Nonqualified Deferred Compensation Earnings ($) (h)		~~Nonqualified Deferred Compensation Earnings ($) (h)~~		All Other Compensation ($) (i)		~~All Other Compensation ($) (i)~~		Total ($) (j)		~~Total ($) (j)~~
David Behrend CEO, President, CFO and Director		2023				-				-				-				-				-				-				-				-
David Behrend CEO,	2024			-				-				-				-				-				-				-				-
		2022				-				-				-				-				-				-				-				-
President, CFO and Director	2023			-				-				-				-				-				-				-				-
		2023				69,752								-				-				-				-				-				69,752
Tracy Black Van Wier,	2024			87,500				-				-				-				-				-				-				87,500
Tracy Black Van Wier, Secretary& Vice President of Investor Relations		2022				70,989								-				-				-				-				-				70,989
Secretary & Vice President of Investor Relations	2023			69,752				-				-				-				-				-				-				69,752

We have no formal employment arrangement with Mr. Behrend. Mr. Behrend has not, and does not receive any compensation. Mr. Behrend’s compensation amounts will be formalized if his annual compensation ever exceeds $50,000.

Grants of Plan-Based Awards Table

We currently do not have any equity compensation plans. Except as set forth above none of our named executive officers received any grants of stock, option awards or other plan-based awards for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Outstanding Equity Awards at Fiscal Year-End Table

None. We do not have any equity award compensation plans.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of ~~December~~April 3130, ~~2023~~2025, ~~the~~certain ~~total~~information ~~number~~with ofregard ~~shares~~to ~~owned~~the ~~beneficially~~record byand ~~our~~beneficial ~~officers~~ownership ~~and~~of ~~directors,~~the ~~and~~Company’s ~~key~~common ~~employees,~~stock ~~individually~~by ~~and~~(i) aseach aperson ~~group,~~known ~~and~~to the ~~present~~Company ~~owners~~to be the record or beneficial owner of 5% or more of ~~our~~the ~~total~~Company’s ~~outstanding shares. The shareholders listed~~common ~~below~~stock, ~~have~~(ii) ~~direct~~each ~~ownership~~director of ~~their~~the ~~shares~~Company, ~~and~~(iii) ~~possess~~each ~~sole~~of ~~voting and dispositive power with respect to~~ the ~~shares.~~named Asexecutive ~~of December 31~~officers, ~~2023~~and we(iv) ~~had~~all ~~26,237,125~~executive ~~shares~~officers ofand ~~common~~directors ~~stock~~of the ~~outstanding,~~Company ~~which~~as ~~are~~a ~~held by 57 shareholders~~group. There are not any pending or anticipated arrangements that may cause a change in control. The address of each of our directors and executive officers named in the table is c/o Hubilu, Inc., 205 South Beverly Drive, Suite 205, Beverly Hills, California 90212:

Title of Class	Name and Address of Beneficial Owner		Amount and Nature of Beneficial Owner				Percent of Class
	Common Stock
Common Stock	Jacaranda3 Investments, Inc. (1) 205 South Beverly Drive, Suite 205 Beverly Hills, CA 90212			25,000,000				95.28	%
Name of Beneficial Owner(1)	Number of Shares				% of Class(2)
Common Stock	Tracy Black-Van Wier-Secretary 5/26/2020 - 12/31/2021 205 South Beverly Drive, Suite 205 Beverly Hills, CA 90212			76,625				0.29	%
Officers and Directors:
	All Officers and Directors as a Group (2 persons)			25,076,625				95.57	%
David Behrend, Chairman and CEO(3)		25,000,000				95.3	%
Preferred Stock (Related Party)	Esteban Coaloa			139,500				26.81	%
Tracy Black-Van Wier, Secretary & Vice President of Investor Relations(4)		151,625				*
Directors and Officers as a Group (2 persons)		25,151,625				95.9	%
5% or Greater Shareholders
David Behrend, Chairman and CEO(3)		25,000,000				95.3	%

(1)

David Behrend, the sole shareholder of Jacaranda3 Investments, Inc., has dispositive control over the shares. Since he will continue to control us, investors in our common or preferred offering will be unable to change the course of our operations. Thus, our shares lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power.

(2)

Esteban Coaloa’s preferred stock holding, if converted to common stock at current share price would result in him owning > 5% of the Company.

* less than 1%

⁽¹⁾	Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock owned by such person.
⁽²⁾	Percentage of beneficial ownership is based upon 26,237,125 shares of common stock. For each named person, this percentage includes common stock that the person has the right to acquire either currently or within 60 days of April 30, 2025, including through the exercise of an option; however, such common stock is not deemed outstanding for the purpose of computing the percentage owned by any other person.
⁽³⁾	Includes 25,000,000 shares held in the name of Jacaranda3 Investments, Inc., which is an entity in which David Behrend is the beneficial owner. Since he will continue to control us, investors in our common or preferred offering will be unable to change the course of our operations. Thus, our shares lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power.

⁽⁴⁾

Includes 75,000 shares held in the name of T.E.J. Freedom 48, which is an entity in which Tracy Black-Van Wier is the beneficial owner.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Party Transactions

Other than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

	●	in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years; and
	●	in which any director, executive officer, stockholders who beneficially owns more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

None.

Policies and Procedures for Related Person Transactions

Our officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. During other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a business opportunity should be presented.

To resolve such potential conflicts of interest, our officers and sole director have agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

We believe that each reported transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Regarding any future related party transaction, we plan to fully disclose all related party transactions, including, but not limited to, the following:

	●	disclose such transactions in prospectuses where required;
	●	disclose in all filings with the Securities and Exchange Commission, where required;
	●	obtain disinterested directors’ consent; and
	●	obtain shareholder consent where required.

Item 14. Principal Accountant Fees and Services.

M&K CPAS, PLLC (“M&K”) was the Company’s independent registered public accounting firm for the years ended December 31, 2024 ~~2023~~ and ~~2022~~ 2023.

Audit and Non-Audit Fees

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

	2023		2022
	Years Ended December 31,
Audit Fees(1)	$	46,000	$	42,900
	2024		2023
Audit Fees(1)	$	51,000	$	46,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	4651,000	$	4246,~~900~~000

⁽¹⁾Audit fees were principally for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

Our board of directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

Our ~~Directors~~director ~~have~~has considered the nature and amount of fees billed or expected to be billed by M&K and believes that the provision of services for activities unrelated to the audit was compatible with maintaining M&K’s independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

EXHIBITS

Exhibit		Description of Document
3.1		Certificate of Incorporation (incorporate 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 (incorporate 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 (incorporate 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		Purchase Contract, dated as of August 18, 2016, among Hubilu Venture Corporation and Zinnia Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 14, 2017)
10.2		Purchase Contract, dated as of September 26, 2016, among Hubilu Venture Corporation and Akebia Investments, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 14, 2017)
10.3		Purchase Contract, dated as of May 30, 2018, among Hubilu Venture Corporation and Sunza Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.4		Purchase Contract, dated as of September 25, 2018, among Hubilu Venture Corporation and Sunza Investments, LLC and Jose Alfaro and Claudia Novoa (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.5		Purchase Contract, dated as of October 19, 2018, among Hubilu Venture Corporation and Lantana Investments, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.6		Purchase Contract, dated as of December 31, 2018, among Hubilu Venture Corporation and Lantana Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on September 5, 2019)
10.7		Purchase Contract, dated as of July 16, 2019, among Hubilu Venture Corporation and Elata Investments, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on September 5, 2019)
10.8		Buyer’s Final Settlement Statement, dated as of December 13, 2019 between Elata Investments, LLC and Ava Gillett (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.9		Buyer’s Final Settlement Statement, dated as of December 30, 2019 between Elata Investments, LLC and Raul Oseguera (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.10		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Kapok Investments, LLC and Adlon Investments, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.11		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Trilosa Investments, LLC and Hubilu Venture Corporation (incorporated by reference to Exhibit 10.4 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.12		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Boabab Investments, LLC and Hubilu Venture Corporation (incorporated by reference to Exhibit 10.5 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.13		Purchase Contract, dated as of June 8, 2021 among Sunza Investments, LLC and Derek Morris, TTEE (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 20, 2021)

~~The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.~~31

Exhibit		Description of Document
3.1		Certificate of Incorporation (incorporate 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 (incorporate 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 (incorporate 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
10.1		Purchase Contract, dated as of August 18, 2016, among Hubilu Venture Corporation and Zinnia Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 14, 2017)
10.2		Purchase Contract, dated as of September 26, 2016, among Hubilu Venture Corporation and Akebia Investments, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 14, 2017)
10.3		Purchase Contract, dated as of May 30, 2018, among Hubilu Venture Corporation and Sunza Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.4		Purchase Contract, dated as of September 25, 2018, among Hubilu Venture Corporation and Sunza Investments, LLC and Jose Alfaro and Claudia Novoa (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.5		Purchase Contract, dated as of October 19, 2018, among Hubilu Venture Corporation and Lantana Investments, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 24, 2019)
10.6		Purchase Contract, dated as of December 31, 2018, among Hubilu Venture Corporation and Lantana Investments, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on September 5, 2019)
10.7		Purchase Contract, dated as of July 16, 2019, among Hubilu Venture Corporation and Elata Investments, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on September 5, 2019)
10.8		Buyer’s Final Settlement Statement, dated as of December 13, 2019 between Elata Investments, LLC and Ava Gillett (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.9		Buyer’s Final Settlement Statement, dated as of December 30, 2019 between Elata Investments, LLC and Raul Oseguera (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.10		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Kapok Investments, LLC and Adlon Investments, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.11		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Trilosa Investments, LLC and Hubilu Venture Corporation (incorporated by reference to Exhibit 10.4 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.12		Buyer’s Final Settlement Statement, dated as of December 31, 2019 between Boabab Investments, LLC and Hubilu Venture Corporation (incorporated by reference to Exhibit 10.5 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on January 16, 2020)
10.13		Purchase Contract, dated as of June 8, 2021 among Sunza Investments, LLC and Derek Morris, TTEE (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 20, 2021)
10.14		Purchase Contract, dated as of April 17, 2021 among Zinnia Investments, LLC and Mi Ra Ko and Irene Min Choi (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 20, 2021)
10.15		Purchase Contract, dated as of June 28, 2021 among Zinnia Investments, LLC and Joo Young and Ku Kang (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 20, 2021)
10.16		Purchase Contract, dated as of July 21,2021 among Lantana Investments, LLC and Evalyn E. Forster and Avrumie Schnitzer (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.17		Disclosure regarding real estate agency relationship (incorporated by reference to Exhibit 10.1a of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.18		Purchase Contract, dated as of August 17, 2021 among Boabab Investments, LLC and Letictia Elder (incorporated by reference to Exhibit 10.2 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.19		Addendum to Purchase Contract, dated as of August 17, 2021 among Boabab Investments, LLC and Letictia Elder (incorporated by reference to Exhibit 10.2a of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.20		Purchase Contract, dated as of November 11, 2021 among Boabab Investments, LLC and Gertrude M. Williams and GM Williams Living Trust (incorporated by reference to Exhibit 10.3 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.21		Purchase Contract, dated as of December 6, 2021 among Boabab Investments, LLC and Magnum Property Investments, LLC (incorporated by reference to Exhibit 10.4 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on February 9, 2022)
10.22		Purchase Contract, dated as of January 4, 2021 among Trilosa Investments, LLC and Blackwell Nadine H O Trust (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on March 4, 2022)
10.23		Purchase Contract, dated as of February 2, 2022 among Mopane Investments, LLC and Omari Mack (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on March 28, 2022)
14.1		Code of Ethics (incorporate by reference to Exhibit 14.1 of Form S-1 filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 21, 2015)
10.24		Promissory Note, dated as of February 27, 2024, among Hubilu Venture Corporation and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.1 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 15, 2024)
21.1*		Subsidiaries of Hubilu Venture Corporation (9)
10.25		Fixed Rate Note, dated as of March 16, 2024, among Hubilu Venture Corporation and Investor Mortgage Finance LLC (Incorporated by reference to Exhibit 10.2 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 15, 2024)
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
10.26		Promissory Note, dated as of April 15, 2024, among Mopane Investments, LLC and Center Street Lending VIII SPE, LLC (Incorporated by reference to Exhibit 10.3 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
10.27		Promissory Note Secured by Deed of Trust, dated as of April 22, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.4 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.28		Secured Note, dated as of June 20, 2024, among Mopane Investments, LLC and Churchill Funding I LLC (Incorporated by reference to Exhibit 10.5 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.29		Construction Loan, dated as of June 25, 2024, among Mopane Investments, LLC and LendingOne, LLC (Incorporated by reference to Exhibit 10.6 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
101.INS*		Inline XBRL Instance Document
10.30		Promissory Note Secured by Deed of Trust, dated as of June 17, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.7 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
101.SCH*		Inline XBRL Taxonomy Extension Schema
10.31		Promissory Note, dated as of June 12, 2024, among Boabab Investments, LLC and Ameritrust Mortgage Corporation (Incorporated by reference to Exhibit 10.8 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on August 19, 2024)
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase
10.32		Commercial Promissory Note Secured by Deed of Trust, dated as of August 16, 2024, among Mopane Investments, LLC and LendingOne, LLC (Incorporated by reference to Exhibit 10.09 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase
10.33		Promissory Note Secured by Deed of Trust, dated as of July 17, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.10 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase
10.34		Unsecured Promissory Note, dated as of August 19, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.11 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
101.PRE*		Inline XBRL Taxonomy Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
*		Filed herewith.

3532

10.35		Commercial Promissory Note Secured by Deed of Trust, dated as of August 29, 2024, among Mopane Investments, LLC and LendingOne, LLC (Incorporated by reference to Exhibit 10.12 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
10.36		Promissory Note Secured by Deed of Trust, dated as of August 1, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc. (Incorporated by reference to Exhibit 10.13 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
10.37		Fixed/Adjustable Rate Promissory Note Secured by Deed of Trust, dated as of August 20, 2024, among Sunza Investments, LLC and Investor Mortgage Finance LLC (Incorporated by reference to Exhibit 10.14 of Form 10-Q filed with the Securities and Exchange Commission by Hubilu Venture Corporation on November 19, 2024)
10.38		Short Form Equity Stake & Investment Agreement, dated as of July 2, 2024, among Hubilu Venture Corporation and Gula World, Gula Health Inc, and Gaya Ventures Inc, collectively (Incorporated by reference to Exhibit 10.1 of Form 8-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on July 8, 2024)
10.39*		Amended Promissory Note Secured by Deed of Trust, dated as of October 1, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc.
10.40*		Promissory Note Secured by Deed of Trust, dated as of October 8, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc.
10.41*		Promissory Note Secured by Deed of Trust, dated as of October 23, 2024, among Mopane Investments, LLC and Investor Mortgage Finance, LLC
10.42*		Promissory Note Secured by Deed of Trust, dated as of November 20, 2024, among Mopane Investments, LLC and Investor Mortgage Finance, LLC
10.43*		Amended Promissory Note Secured by Deed of Trust, dated as of November 25, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc.
10.44*		Amended Promissory Note Secured by Deed of Trust, dated as of December 10, 2024, among Mopane Investments, LLC and Belladonna Lily Investments, Inc.
14.1		Code of Ethics (incorporate by reference to Exhibit 14.1 of Form S-1 filed with the Securities and Exchange Commission by Hubilu Venture Corporation on May 21, 2015)
21.1		Subsidiaries of Hubilu Venture Corporation (9) (incorporated by reference to Exhibit 21.1 of Form 10-K filed with the Securities and Exchange Commission by Hubilu Venture Corporation on April 16, 2024)
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HUBILU VENTURE CORPORATION

	/s/ David Behrend
	David Behrend
	Chairman and Chief Executive Officer (Principal Executive Officer) and
	Chief Financial Officer (Principal Accounting and Financial Officer)

Dated:

May 6, 2025

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	/s/ David Behrend
	David Behrend
	Chairman and Chief Executive Officer (Principal Executive Officer) and
	Chief Financial Officer (Principal Accounting and Financial Officer) and
	Director

Dated: ~~April~~May 166, ~~2024~~2025

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