Form 10-K Hubilu Venture Corp For: Dec 31

Organization

We
have been integrated within the State of Delaware as a for-profit firm on March 2, 2015 and established a fiscal yr finish of December 31.
On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to appropriate our identify to Hubilu Venture Corporation
from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We have been fashioned to supply
consulting and advisory companies to actual property professionals and traders to help them to find properties and evaluating them
for buy or leasing. We usually are not an actual property brokerage agency and don’t have interaction in actual property brokerage actions.

Our
companies are targeted on the analysis and evaluation of actual property properties and advising purchasers on the very best use of their actual property
property. On August 18, 2016 we established an actual property acquisitions’ division in search of to boost cash and purchase actual property property.

On
March 5, 2015, we issued 25,000,000 shares of our frequent inventory, valued at $0.001 per share, to our founder, David Behrend for $75,000
in money or $0.003 per share. On April 30, 2015, Mr. Behrend transferred his shares to Jacaranda Investments, Inc., a Wyoming company,
which he owns 100% of, in alternate for 30,000 shares of Jacaranda’s frequent shares. From April 7, 2015 to May 7, 2015, we offered and
issued 235,000 shares of our frequent inventory at a worth of $0.10 per share for $23,500 to 40 accredited traders. On May 4, 2015, we issued
191,500 shares of our frequent inventory, valued by our sole director at $0.10 per share, or $19,150, to 12 people for companies rendered
to us. Six of those people had already bought shares of our frequent inventory on the worth of $0.10 per share. On October 1, 2016,
we issued 100,000 shares to five people for share-based compensation, valued by our sole director at $0.10 per share, for compensation
of $50,000 for companies rendered to us by them. Presently, we estimate our month-to-month burn fee is roughly $12,000 monthly, which
consists of common and administrative bills, consulting charges, skilled charges, property taxes, lease, repairs and upkeep, switch
agent and filings charges and utilities. We consider that our revenues will cowl our burn fee over the following 12 months. We consider that
we could require roughly $50,000 in both money or from sale of our frequent inventory, most popular inventory, convertible observe debt, or advances
from our majority shareholder, which has agreed to advance our working capital, if vital, to perform the targets set out in our
plan of operation, We additionally intend to make use of our frequent inventory to perform these targets to preserve our money if we will negotiate the fee
for companies with our shares.

We
are topic to these monetary dangers usually related to startup enterprises. Since we’ve got sustained losses since Date of Incorporation,
we would require financing to fund our improvement actions and to help our operations and can independently search extra financing.
However, we could also be unable to acquire such financing. We are additionally topic to threat components particular to our enterprise technique and the leisure
business.

RISKS
ASSOCIATED WITH OUR COMPANY AND INDUSTRY

Since
we’re an actual property consulting and acquisitions firm, we’ve got simply begun to generate revenues and lack a longtime working historical past,
an funding within the shares supplied herein is very dangerous and will end in an entire lack of your funding if we’re unsuccessful
in our enterprise plans.

Although
we’ve got revenues from the rental properties owned by our subsidiaries, we’ve got an gathered deficit of $1,669,372. Such prospects
have to be thought of given the substantial dangers, bills and difficulties encountered by new entrants into the actual property consulting
business. Our capability to attain and keep profitability and constructive money circulation is very dependent upon a number of components, together with
our capability to safe purchasers and purchase worthwhile actual property properties. Based upon present plans, we count on to incur working losses
in future intervals as we incur bills related to our enterprise. Further, we can not assure that we’ll achieve success in rising
our revenues or in attaining or sustaining constructive money circulation at any time sooner or later. Any such failure might end result within the attainable
closure of our enterprise or power us to hunt extra capital by loans or extra gross sales of our fairness securities to proceed
enterprise operations, which might dilute the worth of any shares you buy on this providing.

As
a public firm, we should adjust to quite a few monetary reporting and authorized necessities, together with these pertaining to audits and inside
management. The prices of this compliance could possibly be important. If our revenues are inadequate, and/or we can not fulfill many of those
prices by the issuance of our shares, we could also be unable to fulfill these prices within the regular course of enterprise that will end result
in our being unable to proceed as a going concern.

Our
monetary statements for the yr ended December 31, 2020, disclose that we will proceed as a going concern. However, if vital, our
officers could also be unable or unwilling to mortgage or advance us any funds.

Our
future relies upon our capability to acquire financing and upon future worthwhile operations from our consulting companies. We plan
to hunt extra funds by non-public placements of our frequent or most popular inventory. Private placements of our frequent or most popular inventory
could contain substantial dilution to our present shareholders. Our monetary statements don’t embrace any changes regarding the
recoverability and classification of recorded property, or the quantities of and classification of liabilities that is perhaps vital in
the occasion we can not proceed in existence.

Our
officers and administrators have restricted expertise in the actual property consulting business, which might forestall us from efficiently acquiring
purchasers for the Consulting a part of our marketing strategy and impede our capability to earn Consulting income.

Our
officers and administrators have expertise in the actual property business however restricted expertise within the consulting sector. While our president
has been an agent, dealer, property supervisor and principal, he has restricted expertise in actual property consulting to 3rd events. Our
administration’s lack of expertise might hinder their capability to efficiently seek the advice of on actual property tasks that can end in
purchasers retaining our companies. It is probably going that our administration’s inexperience with actual property consulting will hinder our capability
to earn income. Each potential investor should fastidiously think about the dearth of expertise of our officers and administrators earlier than buying
our frequent inventory.

Our
officers and administrators have restricted expertise in working a public firm, which might forestall us from efficiently implementing our
marketing strategy and impede our capability to earn income.

Our
officers and administrators have restricted expertise in working a public firm. While they’ve expertise in working firms, their
restricted expertise in working a public firm might hinder their capability to efficiently adjust to the reporting and different necessities
imposed on public firms. It is probably going that our administration’s restricted expertise with working a public firm will hinder
our capability to earn income and adjust to numerous reporting necessities. Each potential investor should fastidiously think about the dearth
of expertise of our officers and administrators earlier than buying our frequent inventory.

Key
administration personnel could go away us, which might adversely have an effect on our capability to proceed operations.

We
are completely depending on the efforts of David Behrend, our president, chief govt officer and sole director in addition to our officers.
The lack of our officers and sole director, or of different key personnel employed sooner or later, might have a fabric opposed impact on
the enterprise and its prospects. There is at the moment no employment contract by and between any workplace/director and us. Also, there isn’t any
assure that substitute personnel, if any, will assist us to function profitably. They have been and proceed to count on to have the ability to
commit roughly 40 hours per week of their time, to the event of our marketing strategy within the subsequent six months. If administration is
required to spend extra time with their outdoors employment, they could not have enough time to dedicate to us and we might be unable
to develop our marketing strategy ensuing within the enterprise failure.

We
don’t keep key particular person life insurance coverage on our officers and sole director.

If
we’re unable to acquire extra funding our enterprise operation shall be harmed, and if we do acquire extra funding, our then present
shareholders could undergo substantial dilution.

We
have restricted monetary assets. As of December 31, 2020, we had $144,664 of money available and whole property of $9,520,719.
If we’re unable to develop our enterprise or safe extra funds our enterprise would fail, and our shares could also be nugatory. We
could search to acquire debt financing as effectively. There isn’t any assurance that we’ll not incur debt sooner or later, that we’ll have enough
funds to repay any indebtedness, or that we’ll not default on our debt obligations, jeopardizing our enterprise viability. Furthermore,
we could not have the ability to borrow or elevate extra capital sooner or later to satisfy our wants, or to in any other case present the capital vital
to conduct our enterprise. There might be no assurance that financing shall be accessible in quantities or on phrases acceptable to us, if in any respect.
The incapacity to acquire extra capital will limit our capability to develop and will scale back our capability to proceed to conduct enterprise
operations. If we’re unable to acquire extra financing, we’ll possible be required to curtail our enterprise plans and probably stop
our operations. Any extra fairness financing could contain substantial dilution to our then present shareholders.

In
the long run, we could search extra financing by the sale of our frequent or most popular inventory leading to dilution to present shareholders.

The
more than likely supply of future financing presently accessible to us is thru the sale of shares of our frequent or most popular inventory. Any
sale of frequent or most popular inventory will end in dilution of fairness possession to present shareholders. This signifies that, if we promote shares
of our frequent or most popular inventory, extra shares shall be excellent and every present shareholder will personal a smaller share of the
shares then excellent, which is able to end in a discount within the worth of an present shareholder’s curiosity. To elevate extra
capital, we could need to difficulty extra shares, which can considerably dilute the pursuits of present shareholders. Alternatively,
we could need to borrow giant sums, and assume debt obligations that require us to make substantial curiosity and capital funds.

We
can not assure we shall be profitable in producing income sooner or later or achieve success in elevating funds by the sale of shares
to pay for our marketing strategy and expenditures. Failure to generate extra income could trigger us to exit of enterprise, which can end result
within the full lack of your funding.

Competition
in the actual property consulting business is robust.

The
market wherein we compete is extremely aggressive and topic to speedy change. Our opponents embrace effectively established enterprises.
Some of those opponents are primarily based globally. We anticipate that we’ll face extra competitors from new entrants which will provide
important efficiency, worth, inventive or different benefits over these supplied by us. Many of those opponents have higher identify recognition
and assets than us.

Additionally,
potential opponents with established market shares and higher monetary assets could introduce competing tasks. Thus, there can
be no assurance that we can compete efficiently sooner or later or that competitors won’t have a fabric opposed impact
on our operations. Increased competitors might end in decrease than anticipated working margins or lack of the power to have interaction distributors
of their productions, both of which might materially and adversely have an effect on our enterprise, outcomes of operation and monetary situation.

We
function in a regulated business and modifications in rules or violations of rules could end in elevated prices or sanctions that
might scale back our revenues and profitability.

The
actual property consulting business is topic to in depth and sophisticated federal and state legal guidelines and rules associated to security, conduct
of operations, and fee for companies. If we fail to adjust to the legal guidelines and rules which can be immediately relevant to our enterprise,
we might undergo civil and/or legal penalties or be topic to injunctions and delays in manufacturing schedules orders.

Federal
and state governments could regulate sure facets of the actual property business. Our capability to affordably market our companies as
they associated to actual property tasks could possibly be affected by such rules. The implementation of unfavorable rules or unfavorable
interpretations of present rules by courts or regulatory our bodies might require us to incur important compliance prices, trigger
the event of the affected markets to turn out to be impractical and in any other case have a fabric opposed impact on our enterprise, outcomes of
operations and monetary situation.

Our
officers and sole director are required to commit time to our affairs and, accordingly, could have conflicts of curiosity in allocating
administration time amongst numerous enterprise actions. During different enterprise actions, they could turn out to be conscious of enterprise alternatives
that could be acceptable for presentation to us, in addition to the opposite entities with which they’re affiliated. As such, there could also be conflicts
of curiosity in figuring out to which entity a enterprise alternative ought to be offered.

To
resolve such potential conflicts of curiosity, our officers and sole director have agreed that any alternatives that they’re conscious of
independently or immediately by their affiliation with us (versus disclosure to them of such enterprise alternatives by administration
or consultants related to different entities) could be offered by them solely to us.

We
can not present assurances that our efforts to eradicate the potential impression of conflicts of curiosity shall be efficient.

Since
the efficient date of our registration assertion, we’re required to file periodic studies with the SEC pursuant to the Exchange Act
and the principles and rules promulgated thereunder. To adjust to these necessities, our unbiased registered public accounting
agency should evaluate our monetary statements on a quarterly foundation and audit our monetary statements on an annual foundation. Moreover, our authorized
counsel ought to evaluate and help within the preparation of such studies. The prices charged by these professionals for such companies can not
be precisely predicted now as a result of components such because the quantity and sort of transactions that we have interaction in and the complexity of our studies
can’t be decided now and could have a serious impact on the period of time to be spent by our auditors and attorneys. However, the incurrence
of such prices will clearly be an expense to our operations and thus have a adverse impact on our capability to satisfy our overhead necessities
and earn a revenue. We could also be uncovered to potential dangers ensuing from any new necessities beneath Section 404 of the Sarbanes-Oxley Act
of 2002. If we can not present dependable monetary studies or forestall fraud, our enterprise and working outcomes could possibly be harmed, traders
might lose confidence in our reported monetary info, and the buying and selling worth of our frequent inventory, if a market ever develops, might
drop considerably.

Our
administration is accountable for establishing and sustaining sufficient inside management over monetary reporting. As outlined in Exchange
Act Rule 13a-15(f), inside management over monetary reporting is a course of designed by, or beneath the supervision of, the principal govt
and principal monetary officer and effected by the board of administrators, administration and different personnel, to supply affordable assurance
concerning the reliability of monetary reporting and the preparation of monetary statements for exterior functions in accordance with
usually accepted accounting ideas and consists of these insurance policies and procedures that:

Our
inside controls could also be insufficient or ineffective, which might trigger our monetary reporting to be unreliable and result in misinformation
being disseminated to the general public. Investors relying upon this misinformation could make an uninformed funding determination.

We
have just one director. Accordingly, we can not set up board committees comprised of unbiased members to supervise capabilities like
compensation or audit points. In addition, since we solely have one director, he has important management over all company points. We
shouldn’t have an audit or compensation committee comprised of unbiased administrators. Our sole director performs these capabilities and is
not an unbiased director. Thus, there’s a potential battle in that sole director can be engaged in administration and participates
in selections regarding administration compensation and audit points which will have an effect on administration efficiency.

Until
we’ve got a bigger board of administrators that would come with some unbiased members, if ever, there shall be restricted oversight of our director’s
selections and actions and little capability for minority shareholders to problem or reverse these actions and selections, even when
they don’t seem to be in the very best pursuits of minority shareholders.

If
our actual property property costs and rents start to fall, or we don’t generate revenues from tenant leases to cowl our property bills,
our enterprise would fail.

Real
property tasks contain substantial dangers, as a result of it requires that we spend important funds primarily based completely on our preliminary analysis
of a rental earnings from potential tenants. It is inconceivable to foretell the success of any challenge. The capability of an actual property challenge
to be commercially profitable can rely on a wide range of unpredictable components, together with:

We
will depend on consultants for web-further enhancement and upkeep of our web site and the advisor could not keep it in a fashion
that’s vital to advertise and recruit personnel and potential purchasers successfully.

We
have developed a web site that can assist us appeal to personnel and purchasers. It is a fundamental web site to positioned at www.hubilu.com.
We intend to make use of the web site as a promotional and recruiting software for potential purchasers in addition to a software for soliciting tasks to
seek the advice of on with actual property homeowners. We intend to consistently monitor and make enhancements to our web site. If we don’t additional develop
our web site, we could not have the ability to adequately entry purchasers or tasks to develop consulting revenues.

RISKS
RELATED TO THE OWNERSHIP OF OUR SECURITIES

Investors
could lose their whole funding if we fail to implement our marketing strategy.

As
an actual property consulting and acquisition firm that commenced operations in June 2015, and we count on to face substantial dangers, uncertainties,
bills and difficulties. We have been fashioned on March 2, 2015. We have a restricted demonstrable operations document, on which you’ll consider
our enterprise and prospects. As of the date of this Annual Report on Form 10K, our operations have been dedicated to implementing our enterprise
plan, buying 14 properties, and on the lookout for funding alternatives whereby we will purchase actual property and function it. Our
revenues have additionally included some minor consulting engagements, which embrace associated events. We can not assure that we’ll achieve success
in conducting our targets. In addition, our lack of working capital might negatively impression the worth of our frequent shares and
might end result within the lack of your whole funding.

Participation
is topic to dangers of investing in micro capitalization firms.

Micro
capitalization firms usually have restricted product traces, markets, market shares and monetary assets. The securities of such
firms, if traded within the public market, could commerce much less regularly and in additional restricted quantity than these of extra established firms.
Additionally, lately, the inventory market has skilled a excessive diploma of worth and quantity volatility for the securities of micro
capitalization firms. Micro capitalization firms that commerce within the over-the-counter markets have skilled vast worth fluctuations
not essentially associated to the working efficiency of such firms.

There
has not been any established buying and selling marketplace for our frequent inventory, and there may be at the moment a restricted public marketplace for our securities.
Our shares are quoted on the OTC Pink. There might be no assurances as as to whether:

In
addition, our frequent inventory is unlikely to be adopted by any market analysts, and there could also be few establishments performing as market makers
for our frequent inventory. Either of those components might adversely have an effect on the liquidity and buying and selling worth of our frequent inventory. Until our frequent
inventory is absolutely distributed and an orderly market develops in our frequent inventory, if ever, the value at which it trades is more likely to fluctuate
considerably. Prices for our frequent inventory shall be decided within the market and could also be influenced by many components, together with the
depth and liquidity of the marketplace for shares of our frequent inventory, developments affecting our enterprise, together with the impression of the components
referred to elsewhere in these Risk Factors, investor notion of us and common financial and market situations. No assurances can
be provided that an orderly or liquid market will ever develop for the shares of our frequent inventory.

Because
of the anticipated low worth of the securities being registered, many brokerage companies might not be prepared to impact transactions in these
securities. Purchasers of our securities ought to be conscious that any market that develops in our inventory could be topic to the penny inventory
restrictions.

The
buying and selling of our securities shall be within the over-the-counter market, which is usually known as the OTC Markets. Thus, an investor
could discover it tough to eliminate, or to acquire correct quotations as to the value of our securities.

Rule
3a51-1 of the Exchange Act establishes the definition of a “penny inventory,” for functions related to us, as any fairness safety
that has a minimal bid worth of lower than $4.00 per share or with an train worth of lower than $4.00 per share, topic to a restricted
variety of exceptions that aren’t accessible to us. It is probably going that our shares shall be a penny inventory for the instantly foreseeable
future. This classification severely and adversely impacts any market liquidity for our frequent inventory.

For
any transaction involving a penny inventory, until exempt, the penny inventory guidelines require {that a} dealer or vendor approve an individual’s
account for transactions in penny shares and the dealer or vendor obtain from the investor a written settlement to the transaction setting
forth the identification and amount of the penny inventory to be bought. To approve an individual’s account for transactions in penny shares,
the dealer or vendor should acquire monetary info and funding expertise and targets of the particular person and make an affordable dedication
that the transactions in penny shares are appropriate for that particular person and that that particular person has enough data and expertise in monetary
issues to guage the dangers of transactions in penny shares.

The
dealer or vendor should additionally ship, previous to any transaction in a penny inventory, a disclosure schedule ready by the SEC regarding
the penny inventory market, which, in spotlight type, units forth:

Disclosure
additionally have to be made concerning the dangers of investing in penny inventory in each public choices and in secondary buying and selling and commissions payable
to each the broker-dealer and the registered consultant, present quotations for the securities and the rights and treatments accessible
to an investor in circumstances of fraud in penny inventory transactions. Additionally, month-to-month statements have to be despatched disclosing latest worth info
for the penny inventory held within the account and data on the restricted market in penny shares.

Because
of those rules, broker-dealers could not want to have interaction within the above-referenced vital paperwork and disclosures and/or could encounter
difficulties of their try and promote shares of our frequent inventory, which can have an effect on the power of promoting shareholders or different holders
to promote their shares in any secondary market and have the impact of lowering the extent of buying and selling exercise in any secondary market. These
extra gross sales observe and disclosure necessities might impede the sale of our securities, if our securities turn out to be publicly traded.
In addition, the liquidity for our securities could lower, with a corresponding lower within the worth of our securities. Our shares
in all probability shall be topic to such penny inventory guidelines for the foreseeable future and our shareholders will, in all chance, discover it tough
to promote their securities.

Our
administration believes that the marketplace for penny shares has suffered from patterns of fraud and abuse. Such patterns embrace:

There
is at the moment a restricted public marketplace for our frequent inventory, and there might be no assurance that any established public market would develop
within the foreseeable future. Transfer of our frequent inventory might also be restricted beneath the securities or securities rules legal guidelines promulgated
by numerous states and international jurisdictions, generally known as “Blue Sky” legal guidelines. Absent compliance with such particular person
state legal guidelines, our frequent inventory might not be traded in such jurisdictions. Because the securities registered hereunder haven’t been registered
for resale beneath the blue-sky legal guidelines of any state, the holders of such shares and individuals who need to buy them in any buying and selling market
that may develop sooner or later, ought to be conscious that there could also be important state blue-sky legislation restrictions upon the power of traders
to promote the securities and of purchasers to buy the securities. These restrictions prohibit the secondary buying and selling of our frequent
inventory. We at the moment don’t intend to and will not have the ability to qualify securities for resale in at the least 17 states which don’t provide handbook
exemptions (or could provide handbook exemptions) and require shares to be certified earlier than they are often resold by our shareholders. Accordingly,
traders ought to think about the secondary marketplace for our securities to be a restricted one.

Because
insiders management our actions, they could trigger us to behave in a fashion that’s most useful to them and to not outdoors shareholders,
which might trigger us to not take actions that outdoors traders would possibly view favorably, and which might forestall or delay a change in management.

David
Behrend, our chairman, chief govt officer and president, controls Jacaranda Investments, Inc., which owns 25,000,000 frequent shares
representing 95% of the excellent frequent inventory. Thus, it successfully controls all issues requiring director and stockholder
approval, together with the election of administrators, the approval of serious company transactions, corresponding to mergers and associated get together
transactions. This insider can also delay or even perhaps block, by its possession of our inventory, an unsolicited tender provide. This focus
of possession might have the impact of delaying, deterring or stopping a change in charge of our firm that you just would possibly view favorably.

Our
sole director has authority, with out motion or vote of the shareholders, to difficulty all or a part of the approved however unissued frequent shares.
Such issuances could also be issued to events or entities dedicated to supporting present administration and the pursuits of present administration
which might not be the identical because the pursuits of different shareholders. Our capability to difficulty shares with out shareholder approval serves to
improve present administration’s capability to keep up management of us.

Our
Certificate of Incorporation at Article Ten supplies for indemnification as follows: “No director shall be personally liable to
the Corporation or its stockholders for financial damages for any breach of fiduciary obligation by such director as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent supplied by relevant legislation, (i) for breach of the director’s obligation
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good religion or which contain intentional misconduct
or a realizing violation of legislation, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper private profit. No modification to or repeal of this Article Tenth shall apply to or have any impact
on the legal responsibility or alleged legal responsibility of any director of the Corporation for or with respect to any acts or omissions of such director
occurring previous to such modification.”

We
have been suggested that, within the opinion of the SEC, indemnification for liabilities arising beneath federal securities legal guidelines is towards public
coverage as expressed within the Securities Act of 1933 and is, due to this fact, unenforceable. In the occasion {that a} declare for indemnification for
liabilities arising beneath federal securities legal guidelines, apart from the fee by us of bills incurred or paid by a director, officer or
controlling particular person within the profitable protection of any motion, go well with or continuing, is asserted by a director, officer or controlling particular person
in reference to our actions, we’ll (until within the opinion of our counsel, the matter has been settled by controlling precedent)
undergo a court docket of acceptable jurisdiction, the query whether or not indemnification by us is towards public coverage as expressed within the
Securities Act and shall be ruled by the ultimate adjudication of such difficulty. The authorized course of regarding this matter if it have been to
happen is more likely to be very pricey and will end in us receiving adverse publicity, both of which components is more likely to materially
scale back the market and worth for our shares, if such a market ever develops.

Except
for the 235,000 shares that have been registered pursuant to our registration assertion, 359,500 shares that had the restrictive legend eliminated
beneath Rule 144 and 254,265 shares held by our majority shareholder that had the restrictive legend eliminated beneath Rule 144, the remaining
excellent shares of frequent inventory (25,103,360 shares are “restricted securities” as outlined beneath Rule 144 promulgated beneath
the Securities Act and will solely be offered pursuant to an efficient registration assertion or an exemption from registration, if accessible.
Rule 144 supplies that an individual who is just not an affiliate and has held restricted securities for a prescribed interval of at the least six (6)
months if bought from a reporting issuer or twelve (12) months if bought from a non-reporting Company, could, beneath sure situations,
promote all or any of his shares with out quantity limitation, in brokerage transactions. Affiliates, nevertheless, could not promote shares greater than
1% of the Company’s excellent frequent inventory each three months. Because of revisions to Rule 144 which turned efficient on February
15, 2008, there isn’t any restrict on the quantity of restricted securities that could be offered by a non-affiliate (i.e., a stockholder who has not
been an officer, director or management particular person for at the least 90 consecutive days) after the restricted securities have been held by the proprietor
for the prescribed interval. A sale beneath Rule 144 or beneath some other exemption from the Act, if accessible, or pursuant to registration
of shares of frequent inventory of current stockholders, could have a depressive impact upon the value of the frequent inventory in any market that
could develop.

We
have by no means paid money dividends on our frequent inventory. We don’t count on to pay money dividends on our frequent inventory at any time within the foreseeable
future. The future fee of dividends immediately relies upon upon our future earnings, capital necessities, monetary necessities and different
components that our sole director will think about. Since we don’t anticipate paying money dividends on our frequent inventory, return in your funding,
if any, will rely solely on a rise, if any, available in the market worth of our frequent inventory. We pay a 5% dividend on our Series 1 convertible
most popular inventory, which is paid in form.

The
Sarbanes-Oxley Act of 2002, in addition to rule modifications proposed and enacted by the SEC, the New York and American Stock Exchanges and the
Nasdaq Stock Market, due to Sarbanes-Oxley, requires the implementation of assorted measures regarding company governance. These
measures are designed to reinforce the integrity of company administration and the securities markets and apply to securities which can be listed
on these exchanges or the Nasdaq Stock Market. Because we’re not presently required to adjust to lots of the company governance
provisions and since we selected to keep away from incurring the substantial extra prices related to such compliance any earlier than legally
required, we’ve got not but adopted these measures.

Because
our sole director is just not an unbiased director, we don’t at the moment have unbiased audit or compensation committees. Thus, this sole
director has the power, amongst different issues, to find out his personal degree of compensation. Until we adjust to such company governance
measures, no matter whether or not such compliance is required, the absence of such requirements of company governance could go away our stockholders
with out protections towards director transactions, conflicts of curiosity, if any, and comparable issues and traders could also be
reluctant to supply us with funds essential to increase our operations.

We
intend to adjust to all company governance measures regarding director independence as and when required. However, we could discover
it very tough or be unable to draw and retain certified officers, administrators and members of board committees required to supply
for our efficient administration due to Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a
sequence of guidelines and rules by the SEC that enhance duties and liabilities of administrators and govt officers. The perceived
elevated private threat related to these latest modifications could make it costlier or deter certified people from accepting these
roles.

You
could have restricted entry to info concerning our enterprise as a result of our obligations to file periodic studies with the SEC could possibly be
mechanically suspended beneath sure circumstances.

As
of the efficient date of our registration assertion, October 27, 2015, we turned topic to sure informational necessities of the
Exchange Act, as amended and we’re required to file periodic studies (i.e., annual, quarterly and particular studies) with the SEC which
shall be instantly accessible to the general public for inspection and copying. Except throughout the yr that our registration assertion turns into
efficient, these reporting obligations could (in our sole discretion) be mechanically suspended beneath Section 15(d) of the Exchange Act
if we’ve got lower than 300 shareholders and don’t file a registration assertion on Form 8A. We filed a Form 8A. However, we won’t be
required to furnish proxy statements to safety holders and our director, officers and principal useful homeowners won’t be required
to report their useful possession of securities to the SEC pursuant to Section 16 of the Exchange Act till we’ve got each 500 or extra
safety holders and higher than $10 million in property. This signifies that your entry to info concerning our enterprise shall be restricted.

We
will incur ongoing prices and bills for SEC reporting and compliance; with out income, we could not have the ability to stay in compliance,
making it tough for traders to promote their shares, if in any respect.

To
be eligible for citation on the OTC Markets, we should stay present in our filings with the SEC. Market makers usually are not permitted to
start citation of a safety whose issuer doesn’t meet this submitting requirement. Securities already quoted on the OTC Markets that turn out to be
delinquent of their required filings shall be eliminated following a 30 or 60 day grace interval if they don’t make their required submitting
throughout that point. For us to stay in compliance we would require future revenues to cowl the price of these filings, which might comprise
a considerable portion of our accessible money assets. If we’re unable to generate enough revenues to stay in compliance it might
be tough so that you can resell any shares chances are you’ll buy, if in any respect.

For
all of the foregoing causes and others set forth herein, an funding in our securities in any market which will develop sooner or later includes
a excessive diploma of threat.

None.

We
at the moment personal 14 restricted legal responsibility firms, which every personal a residential rental property, aside from Sunza Investments, LLC which owns
2 properties, Elata Investments, LLC which owns 3 properties, Trilosa Investments, LLC which owns 2 properties, Lantana Investments,
LLC, which owns 2 properties, and Kapok Investments, which owns 2 properties. All properties are positioned in Los Angeles, California.
The first property is a residential rental positioned on a 4,373 sq. foot lot and consists of 9 rooms. The second property is a residential
rental positioned on a 4,320 sq. foot lot and consists of 8 single models and one 2 bed room unit. The third is a 1,674 sq. foot residential
rental positioned on 3,582 sq. foot lot and consists of 6 rooms. The fourth is a 1,527 sq. foot residential rental positioned on a 5,396
sq. foot lot and consists of 8 rooms. The fifth is a 1,280 sq. foot residential rental positioned on a 2,924 sq. foot lot and consists
of seven rooms. The sixth is a 1,066 sq. foot residential rental positioned on a 5,240 sq. foot lot and consists of 5 rooms. The seventh
is a residential rental positioned on a 6,691 sq. foot lot and consists of 9 rooms. The eighth is a residential rental positioned on a 5,440
sq. foot lot and consists of 6 rooms. The ninth is a residential rental positioned on a 6,220 sq. foot lot and consists of 10 rooms.
The tenth is a residential rental positioned on a 4,800 sq. foot lot and consists of seven bedrooms. The eleventh is a residential rental
positioned on a 6,234 sq. foot lot and consists of 5 bedrooms. The twelfth residential rental positioned on a 4,137 sq. foot lot and
consists of 6 bedrooms. The thirteenth residential rental positioned on a 3,067 sq. foot lot and consists of 5 bedrooms. The fourteenth
residential rental positioned on a 7,500 sq. foot lot and consists of 8 bedrooms.

From
April 2015 to February 2016, our govt, administrative and working places of work have been positioned at 9777 Wilshire Boulevard, Suite 804,
Beverly Hills, CA 90212. We didn’t have a written lease with the owner and an unrelated third get together supplied us with house, on a
month-to-month foundation, for no price. On March 4, 2016, we executed a written lease for 750 sq. toes of house for $2,200 monthly. Our
majority shareholder superior us the primary month prorated lease of $1,703 and $6,600 for the owner’s safety deposit and has
proceed to advance us funds for working capital, which we use to pay our lease. Our present lease, which modified on June 1, 2020, is
now 375 sq. toes of house on a month to month foundation and is $1,300 monthly.

We
usually are not concerned in any authorized proceedings nor are we conscious of any pending or threatened litigation towards us. None of our officers or
director is a celebration to any authorized continuing or litigation. None of our officers or director has been convicted of a felony or misdemeanor
regarding securities or efficiency in company workplace.

Not
relevant.

Our
Common Stock is quoted on the OTC Pink beneath the image “HBUV.” For the intervals indicated, the next desk units forth
the excessive and low bid costs per share of frequent inventory. These quotations replicate inter-dealer costs, with out retail mark-up, mark-down
or fee and will not essentially characterize precise transactions.

We
have 500,400 shares of our Series 1 convertible most popular inventory that’s convertible into shares of our frequent inventory. The conversion provisions
are mentioned in our footnotes to our monetary statements. In common, beneath Rule 144, a holder of restricted frequent shares who’s an
affiliate on the time of the sale or any time throughout the three months previous the sale can resell shares, topic to the restrictions
described beneath.

If
we’ve got been a public reporting firm beneath the Exchange Act for at the least 90 days instantly earlier than the sale, then at the least six months
should have elapsed for the reason that shares have been acquired from us or one among our associates, and we should stay present in our filings for a further
interval of six months; in all different circumstances, at the least one yr should have elapsed for the reason that shares have been acquired from us or one among our associates.

The
variety of shares offered by such particular person inside any three-month interval can not exceed the higher of:

Conditions
regarding the way of sale, discover necessities (submitting of Form 144 with the SEC) and the supply of public details about
us should even be glad.

26,237,125
of the presently excellent shares of our frequent inventory are “restricted securities” as outlined beneath Rule 144 promulgated
beneath the Securities Act and will solely be offered pursuant to an efficient registration assertion or an exemption from registration, if accessible.
The SEC has adopted closing guidelines amending Rule 144, which have turn out to be efficient on February 15, 2008. Pursuant to the brand new Rule 144, one
yr should elapse from the time a “shell firm,” as outlined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange
Act, ceases to be a “shell firm” and recordsdata a Form 8-Ok addressing Item 5.06 with such info as could also be required in
a Form 10 registration assertion with the SEC, earlier than a restricted shareholder can resell their holdings in reliance on Rule 144. Form
10 info is equal to info that an organization could be required to file if it have been registering a category of securities on
Form 10 beneath the Exchange Act. Under the amended Rule 144, restricted or unrestricted securities that have been initially issued by a reporting
or non-reporting shell firm or an organization that was at any time beforehand a reporting or non-reporting shell firm can solely be resold
in reliance on Rule 144 if the next situations are met:

We
don’t consider we’re categorized as a “shell firm” beneath Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act.

Current
Public Information

In
common, for gross sales by associates and non-affiliates, the satisfaction of the present public info requirement relies on whether or not
we’re a public reporting firm beneath the Exchange Act:

However,
no assurance might be given as to:

No
prediction might be made as to the impact, if any, that future gross sales of shares or the supply of shares for future sale could have
available on the market worth prevailing sometimes. Sales of considerable quantities of our frequent shares, or the notion that such gross sales
might happen, could adversely have an effect on prevailing market costs of the frequent shares.

Common
Stock Currently Outstanding

As
of December 31, 2020, we’ve got 26,237,125 shares of our frequent inventory excellent.

Series
1 Preferred Stock Currently Outstanding

As
of December 31, 2020, we’ve got 500,400 shares of our Series 1 convertible most popular inventory excellent. (December 31, 2019: 500,400 Series
1 convertible most popular inventory).

Holders

As
of the date of this Report, we had 76 stockholders of document of our frequent inventory and 12 stockholders of document on our Series 1 convertible
most popular inventory.

Dividends

We
haven’t declared any money dividends on our frequent inventory since our Date of Incorporation and don’t anticipate paying any dividends in
the foreseeable future. We plan to retain future earnings, if any, to be used in our enterprise. Any selections as to future funds of dividends
will rely on our earnings and monetary place and such different info, as our Director deems related.

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

Transfer
Agent

Globex
Stock Transfer, LLC, is our unbiased inventory switch agent.

Recent
Sales of Unregistered Securities

Common
inventory

On
August 19, 2016, we issued 99,500 shares of our frequent inventory, valued at $0.10 per share, for $9,950, to five consultants as stock-based
compensation. The shares have been issued to accredited traders in a transaction that’s exempt beneath Section 4(a) (2) of the Securities
Act of 1933, as amended.

On
August 30, 2016, we issued 30,000 shares of our frequent inventory, valued at $0.10 per share, for $3,000, to a advisor as stock-based compensation.
The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a) (2) of the Securities Act of 1933,
as amended.

On
September 14, 2016, we issued 1,500 shares of our frequent inventory, valued at $0.10 per share, for $150, to a advisor as stock-based compensation.
The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a) (2) of the Securities Act of 1933,
as amended.

On
October 1, 2016, we issued 50,000 shares of our frequent inventory, valued at $0.10 per share, for $5,000, to five officers as stock-based compensation.
The shares have been issued to a accredited traders in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act of 1933,
as amended.

On
January 5, 2018, we issued 144,000 shares of our frequent inventory, valued at $0.95 per share, for $136,800, to a advisor as stock-based
compensation. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
February 1, 2018, we issued 30,000 shares of our frequent inventory, valued at $1.00 per share, for $30,000, to a advisor as stock-based
compensation. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
February 1, 2018, we issued 15,000 shares of our frequent inventory, valued at $1.00 per share, for $15,000, to three officers as stock-based compensation.
The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act of 1933,
as amended.

On
February 1, 2018, we issued 15,000 shares of our frequent inventory, valued at $1.00 per share, for $15,000 to three consultants as stock-based
compensation. The shares have been issued to a non- accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
February 1, 2019, we issued 50,000 shares of our frequent inventory, valued at $0.80 per share, for $40,000, to a advisor as stock-based
compensation. The shares have been issued to a non- accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
February 1, 2019, we issued 171,625 shares of our frequent inventory, valued at $0.80 per share, for $137,300, to three officers as stock-based
compensation. The shares have been issued to accredited traders in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
June 7, 2019, we issued 35,000 shares of our frequent inventory, valued at $0.80 per share, for $28,000, to a former worker for a settlement
settlement. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act
of 1933, as amended.

On
December 31, 2019, we issued 250,000 shares of our frequent inventory, valued at $0.68, for $170,000, to 2 officers and a couple of contractors as stock-based
compensation. The shares have been issued to accredited traders in a transaction that’s exempt beneath Section (a)(2) of the Securities Act
of 1933, as amended.

Preferred
Stock

On
September 13, 2016, we issued 1,800 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share, valued at $1,800, for $1,800
in money. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act
of 1933, as amended.

On
September 16, 2016, we issued 5,000 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share, valued at $5,000 in alternate
for $5,000 in money. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
September 27, 2016, we issued 3,600 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share, valued at $3,600, in alternate
for $3,600 in money. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities
Act of 1933, as amended.

On
April 10, 2017, we issued 283,500 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share valued at $283,500 to our majority
shareholder in alternate for membership pursuits in one among our restricted legal responsibility firms. The shares have been issued to an accredited investor
in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act of 1933, as amended.

On
April 10, 2017, we issued 27,000 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share, valued at $27,000 to a belief,
in alternate for its membership pursuits in one among our restricted legal responsibility firms. The shares have been issued to an accredited investor
in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act of 1933, as amended.

On
April 10, 2017, we issued 139,500 shares of our Series 1 Preferred Stock, at a worth of $1.00 per share, valued at $139,500 to a associated
get together, who’s now deceased, in alternate for a portion of the membership curiosity in one among our restricted legal responsibility firms. The shares
have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the Securities Act of 1933, as amended.

On
January 25, 2018, we issued 10,000 shares of our Series 1 Preferred Stock at a worth of $1.00 per share valued at $10,000. The proceeds
have been for working capital. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the
Securities Act of 1933, as amended.

On
January 25, 2018, we issued 10,000 shares of our Series 1 Preferred Stock at a worth of $1.00 per share valued at $10,000. The proceeds
have been for working capital. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the
Securities Act of 1933, as amended.

On
March 14, 2018, we issued 10,000 shares of our Series 1 Preferred Stock at a worth of $1.00 per share valued at $10,000. The proceeds
have been for working capital. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the
Securities Act of 1933, as amended.

On
March 14, 2018, we issued 10,000 shares of our Series 1 Preferred Stock at a worth of $1.00 per share valued at $10,000. The proceeds
have been for working capital. The shares have been issued to an accredited investor in a transaction that’s exempt beneath Section 4(a)(2) of the
Securities Act of 1933, as amended.

The
Preferred Stock has the next rights and privileges:

Voting
– The holders of the Preferred Stock shall be entitled to the variety of votes equal to the variety of shares of frequent inventory
into which such shares of Preferred Stock could possibly be transformed.

Change
– Each share of Preferred Stock, is convertible on the choice of the holder, into shares of frequent inventory, on the lesser of
$0.50 per share or a ten p.c (10%) low cost to the typical closing bid worth of the frequent inventory 5 days previous to the discover of conversion.
The Preferred Stock can be topic to sure changes for dilution, if any, ensuing from future inventory issuances, together with for
any subsequent issuance of frequent inventory at a worth per share lower than that paid by the holders of the Preferred Stock.

Dividends
– The holders of the Preferred Stock rather than the holders of frequent inventory, are entitled to obtain, if and when declared
by the Board of Directors, dividends on the fee of $0.05 per share each year, in form, which shall accrue quarterly. Such dividends
are cumulative. No such dividends have been declared so far. In addition, the holders of the Preferred Stock are entitled to obtain
a dividend, in form equal, to any dividend paid on frequent inventory, when and if declared by the board, on the idea of the variety of frequent
shares into which a share of Preferred Stock could also be convertible.

Liquidation
– In the occasion of any liquidation, dissolution, winding-up or sale or merger of the Company, whether or not voluntarily or involuntarily,
every holder of Preferred Stock is entitled to obtain, rather than the holders of frequent inventory, a per-share quantity equal to the
authentic difficulty worth of $1.00 (as adjusted, as outlined), plus all declared however unpaid dividends.

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

Additional
Information

Copies
of our annual studies on Form 10−Ok, quarterly studies on Form 10-Q, present studies on Form 8-Ok, and any amendments to these studies,
can be found freed from cost on the Internet at www.sec.gov. All statements made in any of our filings, together with all forward-looking
statements, are made as of the date of the doc, wherein the assertion is included, and we don’t assume or undertake any obligation
to replace any of these statements or paperwork until we’re required to take action by legislation.

Not
required beneath Regulation S-Ok for “smaller reporting firms.”

This
Annual Report on Form 10−Ok comprises forward-looking statements. Our precise outcomes might differ materially from these set forth
due to common financial situations and modifications within the assumptions utilized in making such forward-looking statements. The following dialogue
and evaluation of our monetary situation and outcomes of operations ought to be learn along with the audited consolidated monetary statements
and accompanying notes and the opposite monetary info showing elsewhere on this Report. The evaluation set forth beneath is supplied
pursuant to relevant Securities and Exchange Commission rules and isn’t meant to function a foundation for projections of future
occasions. Refer additionally to “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Item 1 above.

The
following is administration’s dialogue and evaluation of monetary situation and outcomes of operations and is supplied as a complement
to the accompanying monetary statements and notes to assist present an understanding of our monetary situation, outcomes of operations
and money flows throughout the intervals included within the accompanying monetary statements.

In
this Annual Report on Form 10-K, “Company,” “the Company,” “us,” and “our” discuss with Hubilu
Venture Corporation, a Delaware company, until the context requires in any other case.

We
intend the next dialogue to help within the understanding of our monetary place as of December 31, 2020 and 2019 and our outcomes
of operations for the yr ended December 31, 2020 and 2019. You ought to discuss with the Financial Statements and associated Notes in conjunction
with this dialogue.

Results
of Operations

General

We
are a startup enterprise that commenced operations on March 5, 2015, which, till June 2015, has been restricted to organizational and enterprise
improvement actions. We are actual property advisory and consulting firm that assists actual property investor professionals, in addition to
established firms, with advisory and consulting companies targeted on offering analysis, evaluation and acquisition alternatives to
them. Our mission is to help traders and professionals within the early stage evaluation of market alternatives and the analysis of
properties previous to them committing capital for the acquisition or the leasing of actual property properties. We intend to focus our preliminary
advertising efforts within the industrial markets; nevertheless, we may even take a look at residential and earnings producing markets. We intend to make use of
the Internet in addition to the companies of unbiased gross sales consultants to market our companies to traders and professionals in Southern
California with our preliminary efforts targeted in Beverly Hills and Los Angeles. We have had restricted operations and have restricted monetary
assets. Our auditors indicated of their report on our monetary statements (the “Report”) that “the Company’s
lack of enterprise operations and early losses elevate substantial doubt about our capability to proceed as a going concern.” Our operations
from March 2, 2015 (Date of Incorporation) to December 2019 have been devoted primarily to improvement, operational actions, and acquisitions
which included:

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

(*31*) 

(*31*)We
intend to supply companies to focus on traders and professionals with the mission to help them in funding and property analysis
methods and supply hands-on help to scale back analysis time and assets and enhance the velocity for them to find out whether or not
to proceed with an actual property lease or funding. Besides common property analysis companies, we intend to supply companies to help
the principals with property improvement concepts and funding construction.

(*31*) 

(*31*)Our
aim is to help traders by offering them with the property alternatives, evaluation and steerage to reinforce their capability to buy
or lease actual property. We usually are not actual property brokers and don’t intend to supply brokerage companies. We intend to initially goal companies
in Southern California.

As
of December 31, 2020, we had $144,664 money available. Management doesn’t consider this quantity will fulfill our money necessities
for the following twelve months. We plan to fulfill our future money necessities – primarily the working capital required for operations by
loans from our shareholders or extra fairness financing. The extra fairness financings will possible be within the type of non-public placements
of frequent inventory. As of December 31, 2020, the Company has borrowed $492,500 from a majority shareholder.

Management
believes that if subsequent non-public placements are profitable, we’ll generate gross sales income inside the following twelve months thereof.
However, extra fairness financing might not be accessible to us on acceptable phrases or in any respect, and thus we might fail to fulfill our
future money necessities.

If
we’re unsuccessful in elevating the extra proceeds by a non-public placement providing, we’ll then have to hunt extra funds
by debt financing, which might be extremely tough for a brand new improvement stage firm with nominal property to safe. Therefore,
we’re extremely dependent upon the success of a future non-public placement providing and failure thereof would end in our having to hunt
capital from different assets corresponding to debt financing, which can not even be accessible to us. However, if such financing have been accessible,
as a result of we’re a startup firm with no operations so far, we might possible need to pay extra prices related to high-risk loans
and be topic to an above market rate of interest. At such time these funds are required, administration would consider the phrases of such debt
financing and decide whether or not the enterprise might maintain operations and progress and handle the debt load. If we can not elevate extra
proceeds by way of a non-public placement of our frequent inventory or safe debt financing, we might be required to stop enterprise operations. As
a end result, traders in our frequent inventory would lose all of their funding.

We
don’t have any present plans, preliminary or in any other case, to merge with some other entity though we could think about such plans sooner or later.

At
the current time, we intend to hunt numerous traders to acquire extra fairness financing. There might be no assurance that we’ll be
profitable in acquiring extra capital from these negotiations. If are unable to boost extra capital, we’ll both droop
advertising operations till we do elevate the money or stop operations completely. Other than as described on this paragraph and the previous
paragraphs, we’ve got no different financing plans.

Management
doesn’t plan to rent extra workers at the moment. Our officers and administrators, in addition to unbiased contractors, shall be accountable
for offering consulting companies.

Critical
Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations
part discusses our monetary statements, which have been ready in accordance with accounting ideas usually accepted within the
United States of America. The preparation of those monetary statements requires administration to make estimates and assumptions that have an effect on
the reported quantities of property and liabilities on the date of the monetary statements and the reported quantities of revenues and bills
throughout the reporting interval. On an on-going foundation, administration evaluates its estimates and judgments, together with these associated to income
recognition, accrued bills, financing operations, and contingencies and litigation. Management bases its estimates and judgments on
historic expertise and on numerous different components which can be believed to be affordable beneath the circumstances, the outcomes of which type
the idea for making judgments concerning the carrying worth of property and liabilities that aren’t readily obvious from different sources. Actual
outcomes could differ from these estimates beneath totally different assumptions or situations. The most important accounting estimates inherent
within the preparation of our monetary statements embrace estimates as to the suitable carrying worth of sure property and liabilities
which aren’t readily obvious from different sources. In addition, these accounting insurance policies are described at related sections on this
dialogue and evaluation and within the notes to the monetary statements included on this Annual Report on Form 10-K.

The
following dialogue of our monetary situation and outcomes of operations ought to be learn along side our audited monetary statements
for the yr ended December 31, 2020 and 2019, respectively along with notes thereto, that are included on this Annual Report on
Form 10-K.

Revenues.
Our rental revenues elevated $412,408 to $855,373 for the yr ended December 31, 2020 in comparison with $442,965 for the
comparable interval in 2019 because of the acquisition of three new properties which have been rehabbed and rented out.

Operating
bills. Operating bills decreased $258,112 to $600,659 for the yr ended December 31, 2020 in comparison with $858,771
for the comparable interval in 2019. Operating bills are comprised of common and administrative bills, consulting charges, depreciation,
skilled charges, property taxes, lease, repairs and upkeep, switch agent and submitting charges and utilities. The parts of working
bills are mentioned beneath.

General
and administrative bills elevated $313,933 to $318,047 for the yr ended December 31, 2020 in comparison with $4,114
for the comparable interval in 2019. The enhance is because of extra property administration wants.

Consulting
expense decreased $594,958 to $0 for the yr ended December 31, 2020 in comparison with $594,958 for the comparable interval in
2019. The lower is because of not utilizing outdoors consultants for our advertising wants.

Depreciation
elevated $50,538 to $100,027 for the yr ended December 31, 2020 in comparison with $49,489 for the comparable interval in 2019.

Professional
charges decreased $62,331 to $447 for the yr ended December 31, 2020 in comparison with $62,778 for the comparable interval in 2020. Professional
charges consisted of authorized charges and accounting charges.

Property
taxes elevated $27,011 to $74,041 for the yr ended December 31, 2020 in comparison with $47,030 for the comparable interval in 2019. The enhance
is because of the acquisition of extra rental properties in 2020.

Rent
decreased $13,700 to $15,150 for the yr ended December 31, 2020 in comparison with $28,850 for the comparable interval in 2019. The lower
is because of downsizing workplace house.

Transfer
agent and submitting charges decreased $4,398 to $1,465 for the yr ended December 31, 2020 in comparison with $5,863 for the comparable interval in
2019. The lower is because of much less firm filings.

Utilities
elevated $27,953 to $46,651 for the yr ended December 31, 2020 in comparison with $18,698 for the comparable interval in 2019. The enhance
is because of the acquisition of extra rental properties in 2020.

Net
Loss. Our internet loss decreased $398,457 to $178,800 for the yr ended December 31, 2020 in comparison with $577,257 for the
comparable interval in 2019. The lower is attributable to much less bills as set forth above.

Liquidity
and Capital Resources. Since 2015, our majority shareholder supplied us with $492,500 in associated get together advances. We have
not been superior any more cash since 2018. Our majority shareholder has agreed to not search reimbursement of its advances till we’re
financially capable of repay them.

Our
whole property are $9,520,719 as of December 31, 2020, consisting of $9,585,943 in investments in actual property, internet of $238,383
in depreciation, $144,664 in money, $6,600 in deposits, $3,865 in pay as you go bills, and $18,030 in funds held in
escrow.

Our
whole liabilities are $10,421,298 as of December 31, 2020 and $8,307,190 as of December 31, 2019.

Our
whole stockholders’ deficit is $900,579 for the yr ended December 31, 2020, and as of December 31, 2020, our gathered
deficit is $1,669,372.

Our
internet money utilized by operations was $53,847 for the yr ended December 31, 2020.

Our
investing actions used a complete of $256,888 for the yr ended December 31, 2020.

We
had $202,112 in money supplied by financing actions for the yr ended December 31, 2020. The enhance is because of $639,000
supplied by traders and $1,804,000 superior for property indebtedness offset mortgage principal funds of $436,886.

We
don’t now have funds enough for pursuing our plan of operation, however we’re within the means of attempting to extend rents to finance
our operations by rental money circulation. If working difficulties or different components (lots of that are past our management) delay our
realization of revenues or money flows from rental earnings, we could also be restricted in our capability to pursue our marketing strategy. Moreover, if
surprising bills come up resulting from unanticipated pressures or if we resolve to increase our marketing strategy past its at the moment anticipated
degree or in any other case, we would require extra financing to fund our operations, along with anticipated money generated from our operations.
Additional financing may not be accessible on phrases favorable to us, or in any respect. If sufficient funds weren’t accessible or weren’t accessible
on acceptable phrases, our capability to fund our operations, make the most of unanticipated alternatives, develop or improve our enterprise
or in any other case reply to aggressive pressures could be considerably restricted. In a worst-case situation, we would not have the ability to fund
our operations or to stay in enterprise, which might end in a complete lack of our stockholders’ funding. If we elevate extra
funds by the issuance of fairness or convertible debt securities, the proportion possession of our stockholders could be diminished, and
these newly issued securities may need rights, preferences or privileges senior to these of present stockholders.

The
Company had no formal long-term traces or credit score or different financial institution financing preparations as of December 31, 2020 or 2019.

The
Company has no present plans for the acquisition or sale of any plant or gear.

The
Company has no present plans to make any modifications within the variety of workers.

Concentrations

Financial
devices that probably topic the Company to concentrations of credit score threat consist principally of rental earnings. Sales to 5
prospects accounted for 75% of consolidated gross sales for the yr ended December 31, 2020 (Zinnia 10%, Sunza 19%, Elata
22%, Boabab 10%, and Akebia 13%).

Income
Tax Expense (Benefit)

The
Company has a potential earnings tax profit ensuing from a internet working loss carry ahead which will offset any future working revenue.

Impact
of Inflation

The
Company believes that inflation has had a negligible impact on operations over the previous quarter.

Capital
Expenditures

The
Company expended $256,888 on capital enhancements for the yr ended December 31, 2020.

Plan
of Operation

We
have been integrated within the State of Delaware on March 2, 2015. We have by no means declared chapter, have by no means been in receivership, and
have by no means been concerned in any authorized motion or proceedings. Since incorporation, we’ve got not made any important buy or sale of
property. We are an actual property consulting and acquisition firm that has simply begun to generate revenues by our actual property acquisitions.
If we’re unable to efficiently proceed to seek out prospects who will have interaction us to supply actual property consulting companies or in buying
money circulation constructive properties, we shall be depending on associated get together advances or the sale of securities for our working capital.

Our
enterprise technique is to market our web site (www.hubilu.com) whereby potential actual property customers and traders will have the ability to
evaluate our consulting companies and have interaction us. We will develop our presence on numerous e-commerce websites targeted on the actual property, consulting
and advisory industries in addition to on mainstream websites corresponding to Facebook, Twitter, and LinkedIn. We are additionally specializing in increasing our
referral community by focusing on different advisors corresponding to attorneys, accountants, insurance coverage brokers, monetary planners and different service professionals.

The
variety of firms, which we can present companies to will rely on the success of our advertising efforts by our web site
and our referral community.

112
South Eucalyptus Avenue, LLC, our first shopper, retained us to help it in maximizing its return on fairness for its property, and to
supply new properties for it to purchase. We are evaluating numerous choices for the shopper together with a sale or a 1031 alternate. We are additionally
advising the shopper on the usage of methods using an all-inclusive belief deed (AITD) whereby the vendor of actual property, with fairness
higher than its tax base, can unfold the tax legal responsibility over the lifetime of the mortgage underlying the AITD. This technique additionally permits the
vendor to have an ongoing earnings stream, which is the first goal of promoting a property utilizing an AITD. We have performed a preliminary
valuation of the property and have proven the chance to a number of potential traders. In the occasion we’re unable to draw an
get together to buy the property, we’ll then introduce the vendor to an skilled actual property dealer who understands AITDs and the way
to market the property to consumers. We are additionally within the means of in search of new properties for the shopper to purchase, both as a stand-alone
buy or as a part of a 1031 alternate.

Our
enterprise is advising and consulting with actual property customers and traders by offering consulting companies to help to their leasing
or acquisition methods. We intend to advise them on their capital formation, consulting with jurisdictional points, property taxes,
zoning, company construction, administrative capabilities, corresponding to bookkeeping, accounting, regulatory compliance and reporting, valuation
and different administrative duties that actual property customers and traders might not be acquainted with or need to function internally.

We
intend to work collaboratively with actual property customers and traders, in addition to their present advisors, to help them within the correct
construction round proposed leases, improvement or acquisitions. We consider that by offering steerage and help to our potential purchasers
and helping them in structuring their leases, developments or acquisitions we consider we’ll allow them to attain elevated returns.
We intend to associate and work with skilled and technical advisors which have data and experience in actual property traders. To
the extent that our potential purchasers request our help in in search of capital or accessing the capital markets, we intend to introduce
them to the suitable advisors who’ve the requisite experience within the numerous areas which will require such experience.

Our
founder has entry to strategic relationships with actual property traders, monetary companies, funding bankers, brokers, particular person and
institutional traders in addition to accountants and attorneys. Our founder has invested his capital in the actual property markets and has
expertise with actual property investing and administration. We consider {that a} correctly structured actual property transaction eases the power
to draw the fairness capital from traders thereby permitting the required capital to develop or purchase the properties.

Our
enterprise is targeted on buying vacant residential earnings properties that we rehabilitate and lease at scholar housing market values
whereas concurrently consulting and advising with actual property traders, professionals, and firms, We consider that this mannequin of
scholar housing acquisitions and consulting with traders will generate constructive money circulation in rising the corporate, which is able to enhance
the analysis of our inventory, creating worth for our traders and likewise acquiring shopper loyalty . The following are key components of our
technique:

●
Acquisition course of has a strategic methodology when buying and calculating price in not solely buying however in rehab and the worth
in renting out to college students close to the USC campus and increasing LA Metro/subway stations. This permits favorable returns.

We
could conduct restricted analysis and improvement of extra companies to supply. Further we don’t count on important modifications within the quantity
of workers. Upon completion of our public providing, our particular aim is to supply consulting companies to actual property customers and traders.
Our plan of operations is as follows:

Expand
and Enhance Our Website

Time
Frame: 1^st to three^rd months.

Material
prices: $3,000 to $5,000.

We
intend to additional develop and improve our web site at www.hubilu.com. Our sole director and president, David Behrend, will oversee
the additional improvement and enlargement of our web site and the consulting and advisory companies we’re providing to potential purchasers. We
employed an internet designer to assist us with the event and performance of the web site and intend to proceed to reinforce it. We don’t
have any written agreements with any net designers at present time. The web site enlargement prices, together with web site design and implementation
shall be roughly $3,000 to $5,000. Updating and enhancing our web site will proceed all through the lifetime of our operations.

Negotiate
agreements with potential referral sources and purchasers

Time
Frame: 3^rd to six^th.

No
materials prices.

Now
that our web site is operational, we’ve got contacted and began negotiations with potential purchasers and referral sources. In June 2015,
we engaged our first shopper. We will negotiate phrases and situations of collaboration. At the start, we plan to focus totally on
native advisors corresponding to attorneys, accountants, insurance coverage brokers, title officers and monetary planners. We don’t count on to compensate
any referral sources and can provide reciprocal referrals to any supply that’s prepared to refer us purchasers; nevertheless, we could resolve to
compensate referral sources on a case-by-case foundation. Then we plan to increase our goal market to different service suppliers and funding
professionals corresponding to funding bankers. This exercise shall be ongoing all through our operations. Even although the negotiation with potential
prospects and referral sources shall be ongoing throughout the lifetime of our operations, we can not assure that we can discover profitable
agreements, wherein case our enterprise could fail and we should stop our operations. We don’t count on to enter into formal written
agreements with our referral sources and intend for these agreements to be oral. We intend to enter into actual property consulting agreements
with our purchasers that can set forth the scope of companies we comply with with these purchasers and supply for the hourly or flat fee billing
preparations.

In
the long run, when/if we’ve got accessible assets, working historical past and expertise, we plan to contact bigger referrals sources which have
extra established purchasers. However, we anticipate encountering many market boundaries in changing into a service supplier to purchasers of enormous
established professionals. Our opponents have gained buyer loyalty and model identification by their long-standing promoting
and customer support efforts. This creates a barrier to market entry by forcing us to spend money and time to distinguish our product
within the market and overcome these loyalties. The giant established service suppliers could require capital investments in personnel.
Considering our lack of working historical past and expertise in being an actual property consulting agency, we could by no means turn out to be a advisor to
giant established purchasers.

Ongoing
Marketing Campaign

Time
Frame: 6^{th –} 12^th months.

Material
prices: $10,000.

We
intend to make use of advertising methods, corresponding to social media, networking and natural advertising to accumulate potential prospects and potential
traders. We consider that we should always start to see outcomes from our advertising marketing campaign inside 120 days from its initiation. We additionally will
use Internet promotion instruments on actual property and consulting web sites, in addition to on Facebook and Twitter, to promote our companies. We
intend to spend $10,000 on advertising efforts throughout the subsequent yr. We intend our advertising efforts to be an ongoing exercise that can
proceed throughout the lifetime of our operations.

Even
if we will acquire enough variety of consulting agreements, or buy sufficient property on the finish of the twelve-month interval, there may be
no assure that we can appeal to, and extra importantly retain, sufficient prospects to justify our expenditures. If we’re unable
to generate a major quantity of income and to efficiently defend ourselves towards these dangers, then it will materially have an effect on
our monetary situation and our enterprise could possibly be harmed.

Independent
Contractors

Time
Frame: 6^th-12^th months.

Material
prices: $50,000.

We
consider our officers have good data and broad connections in the actual property consulting business to introduce our companies, together with
discover new potential purchasers, arrange agreements with prospects and referral sources to have interaction our consulting companies. We at the moment anticipate
that the negotiation of extra agreements with potential prospects shall be ongoing throughout the lifetime of our operations.

We
consider our web site is state-of-the-art and we developed it to make use of as a part of our gross sales efforts. During the following 12 months, we’ll implement
our advertising marketing campaign to help officers in gross sales and advertising. There isn’t any assurance that we’ll generate any income within the subsequent
12 months or ever generate any future income.

David
Behrend, our president, is devoting roughly twenty-five hours per week to our operations. Once we increase our operations and appeal to
extra prospects to make use of our companies and purchase extra property, Mr. Behrend has agreed to commit extra time as required. Mr. Behrend has agreed
to restrict his duties at Camden Realty to offering brokerage companies to prospects that don’t require consulting companies.

Estimated
Expenses for the Next Twelve Months

The
following supplies an outline of our estimated bills to fund our plan of operation for the following twelve months. These bills, which
we estimate to be as follows:

We
anticipate that the minimal extra capital essential to fund our deliberate operations on this case for the 12-month interval shall be
roughly $231,000 and shall be wanted for common administrative bills, enterprise improvement, advertising prices and prices related
with being a publicly reporting firm. Thus, we might want to search extra funding sooner or later. The more than likely supply of this
extra capital is thru the sale of extra shares of frequent or most popular inventory or advances from our majority shareholder, or
our different shareholders. Jacaranda Investments, Inc., our majority shareholder, has agreed to advance us any vital capital. However,
he has no agency dedication, association or authorized obligation to advance or mortgage funds to us.

If
we will efficiently full the above targets inside the estimated timeframes set forth and might elevate proceeds extra proceeds that
could also be wanted to safe extra personnel and advertising funds, these funds could be allotted as follows:

Our
administration could rent full or part- time workers or unbiased contractors over the following six (6) months; nevertheless, at the moment, the
companies supplied by our officers and director seems enough now. We consider that our operations are at the moment on a small scale
that’s manageable by these two people and might be supplemented by partaking unbiased contractors. Our administration’s duties
are primarily administrative at this early stage. While we consider that the addition of workers is just not required over the following six (6)
months, the professionals we plan to make the most of could also be unbiased contractors. We don’t intend to enter any employment agreements with
any of those professionals. Thus, these individuals usually are not meant to be workers of our firm.

Our
administration doesn’t count on to incur any materials analysis prices within the subsequent twelve months; we at the moment don’t personal any vegetation or gear
that we might search to promote quickly; we shouldn’t have any off-balance sheet preparations; and we’ve got not paid for bills on behalf of our
officer or administrators. Additionally, we consider that this truth shall not materially change.

Off-Balance
Sheet Arrangements

None.

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 categorise leases as a sales-type, direct financing, or working lease and
requires lessees to acknowledge leases on-balance sheet and disclose key details about leasing preparations. 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 brand new customary efficient January 1, 2019 and
elected the efficient date technique for the transition. The Company elected the next sensible expedients:

Lessor
Accounting

The
accounting for lessors beneath the brand new customary remained comparatively unchanged with just a few focused updates impacting the Company, which
included: (i) narrower definition of preliminary direct prices that requires sure prices to be expensed slightly than capitalized, and (ii)
provisions for uncollectible rents to be recorded as a discount in income slightly than as dangerous debt expense.

Lessee
Accounting

The
new customary requires lessees to acknowledge a right-of-use asset and lease legal responsibility on the steadiness sheet for all leases with a time period longer
than 12 months. Leases are categorized as finance or working at inception, with classification affecting the sample and recording of
bills within the assertion of operations. There was no impression on the Company’s monetary statements on the adoption of Topic 842
provided that its workplace lease doesn’t exceed 12 months in length.

As
a “smaller reporting firm” as outlined by Item 10 of Regulation S-Ok, we’re not required to supply info
required by this merchandise.

Our
audited monetary statements are set forth on this Annual Report starting on web page F-1.

HUBILU
VENTURE CORPORATION

CONSOLIDATED
FINANCIAL STATEMENTS

AS
OF DECEMBER 31, 2020 AND 2019

INDEX
TO FINANCIAL STATEMENTS

To
the Board of Directors and

Stockholders
of Hubilu Venture Corporation

Opinion
on the Financial Statements

We
have audited the accompanying consolidated steadiness sheets of Hubilu Venture Corporation (the Company) as of December 31, 2020
and 2019, and the associated consolidated statements of operations, stockholders’ deficit, and money flows for
every of the years within the two-year interval ended December 31, 2020, and the associated notes (collectively known as the
consolidated monetary statements). In our opinion, the consolidated monetary statements current pretty, in all materials respects, the
monetary place of the Company as of December 31, 2020 and 2019, and the outcomes of its operations and its money flows
for every of the years within the two-year interval ended December 31, 2020, in conformity with accounting ideas usually
accepted within the United States of America.

Going Concern

The
accompanying monetary statements have been ready assuming that the Company will proceed as a going concern. As mentioned in Note
2 to the monetary statements, the Company suffered a internet loss from operations and has a internet capital deficiency, which raises substantial
doubt about its capability to proceed as a going concern. Management’s plans concerning these issues are additionally described in
Note 2. The monetary statements don’t embrace any changes that may end result from the end result of this uncertainty.

Basis
for Opinion

These
consolidated monetary statements are the duty of the Company’s administration. Our duty is to precise an opinion
on the Company’s consolidated monetary statements primarily based on our audits. We are a public accounting agency registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be unbiased with respect to the Company in accordance
with the U.S. federal securities legal guidelines and the relevant guidelines and rules of the Securities and Exchange Commission and the PCAOB.

We
performed our audits in accordance with the requirements of the PCAOB. Those requirements require that we plan and carry out the audit to acquire
affordable assurance about whether or not the consolidated monetary statements are free of fabric misstatement, whether or not resulting from error
or fraud. The Company is just not required to have, nor have been we engaged to carry out, an audit of its inside management over monetary reporting.
As a part of our audits, we’re required to acquire an understanding of inside management over monetary reporting, however not for the aim
of expressing an opinion on the effectiveness of the Company’s inside management over monetary reporting. Accordingly, we categorical
no such opinion.

Our
audits included performing procedures to evaluate the dangers of fabric misstatement of the monetary statements, whether or not resulting from error
or fraud, and performing procedures that reply to these dangers. Such procedures included inspecting, on a check foundation, proof concerning
the quantities and disclosures within the monetary statements. Our audits additionally included evaluating the accounting ideas used and important
estimates made by administration, in addition to evaluating the general presentation of the consolidated monetary statements. We consider that
our audits present an affordable foundation for our opinion.

Critical
Audit Matters

The
vital audit issues communicated beneath are issues arising from the present interval audit of the consolidated monetary statements
that have been communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures which can be
materials to the monetary statements and (2) concerned our particularly difficult, subjective, or advanced judgments. The communication
of vital audit issues doesn’t alter in any manner our opinion on the monetary statements, taken as an entire, and we’re not, by speaking
the vital audit issues beneath, offering separate opinions on the vital audit issues or on the accounts or disclosures to which
they relate.

As
mentioned in Note 2 to the monetary statements, the Company had a going concern resulting from a continuing internet loss, stockholders’ deficiency
and money utilized in operations.

Auditing
administration’s analysis of a going concern is usually a important judgment given the truth that the Company makes use of administration estimates
on future revenues and bills which aren’t capable of be substantiated.

To
consider the appropriateness of the going concern, we examined and consider the monetary info that was the preliminary trigger alongside
with administration’s plans to mitigate the going concern and administration’s disclosure on going concern.

Consolidated
Balance Sheets

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

Consolidated
Statements of Operations

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

Consolidated
Statement of Stockholders’ Deficit

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

Consolidated
Statements of Cash Flows

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

Notes
to the Financial Statements

December
31, 2019

NOTE
1 – NATURE OF BUSINESS

(*31*) 

(*31*)Hubilu
Venture Corporation (“the Company”) was integrated beneath the legal guidelines of the state of Delaware on March 2, 2015 and is a publicly
traded actual property consulting, asset administration and enterprise acquisition firm, which focuses on buying scholar housing earnings
properties and improvement/enterprise alternatives positioned close to inside the Los Angeles space.

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

The
accompanying consolidated monetary statements embrace the accounts of the Company and every of its wholly owned subsidiaries: Akebia
Investments LLC, Zinnia Investments, LLC, Sunza Investments, LLC, Lantana Investments LLC, Elata Investments, LLC, Trilosa Investments,
LLC, Kapok Investements, LLC, and Boabab Investments, LLC. All intercompany transactions have been eradicated on consolidation.

The
monetary statements have been ready by the Company in accordance with accounting ideas usually accepted within the United States
of America (“US GAAP”) on the idea that the Company will proceed as a going concern, which assumes that the Company will
have the ability to meet its obligations and proceed its operations for the following yr. Realization values could also be considerably totally different from
carrying values as proven and these monetary statements don’t give impact to changes that will be essential to the carrying values
and classification of property and liabilities ought to the Company be unable to proceed as a going concern. At December 31, 2020, the Company
had not but achieved worthwhile operations, had an gathered deficit of $1,669,372 since inception and expects to incur additional
losses within the improvement of its enterprise, all of which casts substantial doubt upon the Company’s capability to proceed as a going
concern and, due to this fact, that it might be unable to appreciate its property and discharge its liabilities within the regular course of enterprise.

The
capability of the Company to proceed as a going concern relies on the Company acquiring sufficient capital to fund working losses
till it turns into worthwhile. Management intends to deal with elevating extra funds both by the use of debt or fairness issuances so as
to proceed operations. The Company can not present any assurance or assure that will probably be capable of acquire extra financing or
generate revenues enough to keep up operations.

NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use
of Estimates

The
preparation of monetary statements in conformity with US GAAP which requires administration to make estimates and assumptions that in sure
circumstances have an effect on the reported quantities of property and liabilities, disclosure of contingent property and liabilities, and revenues and
bills. These estimates are ready utilizing administration’s greatest judgment, after contemplating previous, present and anticipated occasions and
financial situations. Actual outcomes might differ from these estimates.

Revenue
Recognition

Management
has decided that the entire Company’s leases with its numerous tenants are working leases. Rental earnings is usually acknowledged
primarily based on the phrases of leases entered into with tenants. In these cases, wherein the Company funds tenant enhancements and the enhancements
are deemed to be owned by the Company, income recognition will start when the enhancements are considerably accomplished, and possession
or management of the house is turned over to the tenant.

Real
Estate

Land,
buildings and enhancements are recorded at price. Depreciation is computed utilizing the straight-line technique over the estimated helpful life
ranging usually from 27 years to a most of 30 years on buildings and main enhancements. Maintenance and repairs that don’t enhance
or prolong the helpful lives of the associated property are charged to operations as incurred. Tenant enhancements are capitalized and depreciated
over the lifetime of the associated lease or their estimated helpful life, whichever is shorter.

The
Company’s methodology of allocating the price of acquisitions to property acquired and liabilities assumed is predicated on estimated honest
values, substitute price and/or appraised values. When the Company acquires working actual property properties, the acquisition worth is allotted
to land, constructing, enhancements, leasing prices, intangibles corresponding to in-place leases, assumed debt, if any, and to present property and
liabilities acquired, if any. The worth allotted to in-place leases is amortized over the associated lease time period and mirrored as rental
earnings within the consolidated statements of operations.

When
the Company acquires a property, it allocates the combination buy worth to tangible property, consisting of land, constructing, web site enhancements
and furnishings, fixtures and gear, and identifiable intangible property element on the time of buy. The Company follows the
steerage as outlined in ASC 805-10, Business Combinations, as amended by ASU 2017-01. Most property acquisitions made by the Company
will fall inside the class of acquired property slightly than acquired companies. This distinction will trigger the Company to capitalize
its prices for acquisitions, allocate them to the honest worth of acquired property and liabilities and amortize these prices over the remaining
helpful lives of these property and liabilities. Should the Company full any acquisitions sooner or later which qualify as acquisitions
of companies, related acquisition prices could be expensed as incurred.

Asset
Impairment

The
Company critiques long-lived property for impairment at any time when occasions or modifications in circumstances point out that the carrying quantity of an
asset might not be recoverable. Recoverability of property to be held and used is measured by a comparability of the carrying quantity of the
asset to mixture future internet money flows (undiscounted and with out curiosity) anticipated to be generated by the asset. If such property are
thought of impaired, the impairment to be acknowledged is measured by the quantity by which the carrying quantity of the property exceed the
honest worth. Management doesn’t consider that the worth of any of the Company’s actual property investments was impaired at December
31, 2020.

Loss
per Share

The
Company’s fundamental loss per share are calculated by dividing its internet loss accessible to frequent stockholders by the weighted common
variety of frequent shares excellent for the interval. The Company’s dilutive loss per share is calculated by dividing its internet loss
accessible to frequent shareholders by the diluted weighted common variety of shares excellent throughout the interval. The diluted weighted
common variety of shares excellent is the fundamental weighted variety of shares adjusted for any probably dilutive debt or fairness.

Income
Taxes

The
Company accounts for earnings taxes utilizing the asset and legal responsibility technique. Deferred tax property and liabilities are decided primarily based on the
variations between the monetary assertion carrying quantities and the earnings tax foundation of property and liabilities. Deferred tax property
and liabilities are measured utilizing enacted tax charges relevant to taxable earnings within the years wherein these non permanent variations are
anticipated to be recovered or settled. The impact on deferred tax property and liabilities of a change in tax charges is acknowledged in earnings
within the interval that features the enactment date. A valuation allowance is utilized towards any deferred tax asset if, primarily based on accessible
proof, it’s extra possible than not that some or the entire deferred tax property won’t be realized. For unsure tax positions that
meet a “extra possible than not” threshold, the Company acknowledges the advantage of unsure tax positions within the consolidated
monetary statements. The Company’s observe is to acknowledge curiosity and penalties, if any, associated to unsure tax positions
in earnings tax expense within the consolidated statements of operations.

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 categorise leases as a sales-type, direct financing, or working lease and
requires lessees to acknowledge leases on-balance sheet and disclose key details about leasing preparations. 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 brand new customary efficient January 1, 2019 and
elected the efficient date technique for the transition. The Company elected the next sensible expedients:

Lessor
Accounting

The
accounting for lessors beneath the brand new customary remained comparatively unchanged with just a few focused updates impacting the Company, which
included: (i) narrower definition of preliminary direct prices that requires sure prices to be expensed slightly than capitalized, and (ii)
provisions for uncollectible rents to be recorded as a discount in income slightly than as dangerous debt expense.

Lessee
Accounting

The
new customary requires lessees to acknowledge a right-of-use asset and lease legal responsibility on the steadiness sheet for all leases with a time period longer
than 12 months. Leases are categorized as finance or working at inception, with classification affecting the sample and recording of
bills within the assertion of operations. There was no impression on the Company’s monetary statements on the adoption of Topic 842
provided that its workplace lease doesn’t exceed 12 months in length.

Note
4 -INVESTMENTS IN REAL ESTATE – Related Party

The
change in the actual property property investments for the years ended December 31, 2020 and 2019 is as follows:

The
change within the gathered depreciation for the years ended December 31, 2020 and 2019 is as follows:

The
Company’s actual property investments as at December 31, 2020 is summarized as follows:

Real
property acquisition associated get together

2020
acquisitions

Trilosa
Investments, LLC

On
February 22, 2020 we accomplished our acquisition, by our subsidiary Trilosa Investments, LLC,, the actual property positioned at 3906 Denker
Avenue in Los Angeles (“Denker”). The property was vacant at time of buy. The acquisition was for $535,000 (“Purchase
Price”). Terms of the acquisition as follows. (1) A primary place observe with fee on principal steadiness of $416,000 issued by
the Property Owner, Trilosa, owing to lender, Visio Financial Services, Inc, whose phrases of funds due are precept and curiosity,
on unpaid principal on the fee of 6% each year. Principal and curiosity payable in month-to-month installments of $2,494.13 or extra beginning
on April 1, 2020 and persevering with till the 1^st day of March 2050, at which period all the principal steadiness along with
curiosity due thereon, shall turn out to be due and payable. The preliminary fastened rate of interest will change to an adjustable rate of interest on the
1^st day of March 2025, and the adjustable rate of interest could change on that day each 12^th month thereafter. The
date on which the preliminary fastened rate of interest modifications to an adjustable rate of interest, and every date on which my adjustable rate of interest
might change. (2) A $140,000 second place observe owing by Trilosa, whose phrases of funds due have been curiosity solely, payable on unpaid
principal on the fee of 6.00% each year. Interest solely payable in month-to-month installments of $700.00 or extra on the 15^th day
of every month starting on the 15^th day of March 2020 and persevering with till the 14^th day of February 2025, at which
time all the principal steadiness along with curiosity due thereon, shall turn out to be due and payable.

Lantana
Investments, LLC

On
July 24, 2020 we accomplished our acquisition, by our subsidiary Lantana Investments, LLC, the actual property positioned at 3408 Budlong
Avenue in Los Angeles (“Budlong”). The property was vacant at time of buy. The acquisition was for $624,000.00 (“Purchase
Price”). Terms of the acquisition as follows. (1) A primary place observe with fee on precept steadiness of $470,000 issued by
the Property Owner, Lantana, owing to lender, Golden Empire Mortgage, whose phrases of funds due are principal and curiosity, on unpaid
principal on the fee of 5% each year. Principal and curiosity payable in month-to-month instalments of $1,958.33 or extra beginning on August
24, 2020 and persevering with till the twenty fourth day of July 2021, at which period all the principal steadiness along with curiosity due thereon,
shall turn out to be due and payable. (2) A $175,000 second place observe owing by Lantana, whose phrases of funds due have been curiosity solely, payable
on unpaid principal on the fee of 5.00% each year. Interest solely payable in month-to-month instalments of $729.17 or extra on the twenty third day of
every month starting on the twenty third day of August 2020 and persevering with till the twenty second day of July 2025, at which period all the principal
steadiness along with curiosity due thereon, shall turn out to be due and payable.

Kapok
Investments, LLC

On
November 8, 2020 we accomplished our acquisition, by our subsidiary Kapok Investments, LLC, the actual property positioned at 3912 S. Hill
Street in Los Angeles (“Hill”). The property was delivered vacant to Hubilu after vendor moved out inside 2 weeks after the
shut of escrow as agreed per buy contract. Seller paid Hubilu no cash for the two week interval. The acquisition was for $645,000.00
(“Purchase Price”). Terms of the acquisition as follows. (1) A primary place observe with fee on precept steadiness of $516,000.00
issued by the Property Owner, Kapok, owing the lender, Visio Financial Services, Inc, whose phrases of funds due are principal and curiosity.
On unpaid principal on the fee of 6.425% each year. Principal and curiosity payable in month-to-month instalments of $3,236.06 or extra beginning
on January 1, 2021 and persevering with till the 1sr day of December 2050, at which period all the principal steadiness along with curiosity
due thereon, shall turn out to be due and payable. (2) A $152,000 second place observe owing by Kapok, whose phrases of funds due have been curiosity
solely, payable on unpaid principal on the fee of 6.425% each year. Interest solely payable in month-to-month instalments of $813.83 or extra on
the 2nd day of every month starting on the 2nd day of December 2020 and persevering with till the first day of November 2026, at which period
all the principal steadiness along with curiosity due thereon, shall turn out to be 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 corporate entered into a purchase order
contract to buy private property (“the Elata Agreement”) with Adlon Investments, LLC to accumulate 100% membership curiosity
in Elata Investments, LLC. a Wyoming Limited Liability Company. The Elata Agreement was topic to due diligence and verification of
title and rental earnings. Adlon Investments, LLC., a Wyoming Limited Liability Company (“Adlon”). The acquisition was scheduled
to shut on July 12, 2019 and did shut on July 12, 2019. Elata’s sole asset was its actual property positioned at 1267 W. 38^th
Street, Los Angeles. On July 12^th, 2019, the acquisition was accomplished for $600,000. The phrases of the Hubilu membership
curiosity buy was topic to 2 loans as follows. (1) A $415,000 first place observe owing by Elata, whose phrases of funds due
have been curiosity solely, payable on unpaid principal on the fee of 5.50% each year. Interest solely payable in month-to-month installments of $1,902.08
or extra on the twentieth day of every month starting on the twentieth day of August, 2019 and persevering with till the nineteenth day of March 2023, at which
time all the principal steadiness along with curiosity due thereon, shall turn out to be due and payable. (2) A $185,000 second place observe
owing by Elata, whose phrases of funds due have been curiosity solely, payable on unpaid principal on the fee of 6% each year. Interest solely
payable in month-to-month installments of $346.87 or extra on the 20^th day of every month starting on the twentieth day of August 2019
and persevering with till the nineteenth day of March 2023, at which period all the principal steadiness along with curiosity due thereon, shall
turn out to be due and payable.

On
December 13, 2019 we accomplished our acquisition, by our subsidiary, Elata Investments, LLC, the actual property positioned at 4016 Dalton,
Los Angeles CA (“Dalton”). The property was vacant at time of buy. The acquisition was for $525,000 (“Purchase
Price”). Terms of the acquisition as follows: (1) A primary place observe with fee on principal steadiness of $441,995.20 issued
by the Property Owner, Elata, owing to lender, Visio Financial Services, Inc, whose phrases of funds due are precept and curiosity,
on unpaid principal on the fee of seven.2% each year. Principal and curiosity payable in month-to-month installments of $2,850.91 or extra beginning
on February 1, 2020 and persevering with till the 1^st day of January 2050, at which period all the principal steadiness collectively
with curiosity due thereon, shall turn out to be due and payable.

The
preliminary fastened rate of interest will change to an adjustable rate of interest on the 1^st day of January, 2025, and the adjustable
rate of interest could change on that day each 12^th month thereafter. The date on which the preliminary fastened rate of interest modifications
to an adjustable rate of interest, and every date on which my adjustable rate of interest might change. (2) a $83,004.80 second place observe
owing by Elata to Belladonna Lily Investments, Inc (“Bella”), whose phrases of funds due have been curiosity solely, payable from
December 11, 2019 on unpaid principal on the fee of 6% each year. Interest solely payable in month-to-month installments of $750.00 or extra on
the eleventh day of every month starting on the January 11, 2020, and persevering with till December 10, 2023, at which period all the principal
steadiness along with any excellent curiosity due thereon, shall turn out to be due and payable. The observe to Bella in second place was elevated
to $150,000 at time of preliminary funding, with the distinction of $66,995.20 getting used to fund closing prices, carrying prices and repair up
prices.