Item
2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
The
following is management’s discussion and analysis of financial condition and results of operations and is provided as a
supplement to the accompanying unaudited financial statements and notes to help provide an understanding of our financial condition,
results of operations and cash flows during the periods included in the accompanying unaudited financial statements.
In
this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our”
refer to Hubilu Venture Corporation, a Delaware corporation, unless the context requires otherwise.
We
intend the following discussion to assist in the understanding of our financial position and our results of operations for the
three-months ended March 31, 2018 and 2017, respectively. You should refer to the Financial Statements and related Notes in conjunction
with this discussion.
Results
of Operations
General
We
commenced operations in March 2015, which, until June 2015, were limited to organizational and business development activities.
We began implementing our business plan in June 2015. We are real estate advisory and consulting company that assists real estate
investor professionals, as well as established companies, with advisory and consulting services focused on providing research,
analysis and acquisition opportunities to them. In August 2016, we launched a real estate acquisitions division, which specializes
in student housing income properties and the development of real estate opportunities located near Los Angeles Metro stations
within the Los Angeles Metro/Subway system.
On
August 18, 2016, we entered into a purchase contract (the Zinnia Agreement”) with Zinnia Investments, LLC (“Zinnia”),
a Wyoming limited liability company, which was 100% owned by Esteban Coaloa. On January 3, 2017, Zinnia amended its operating
agreement to admit Jacaranda Investments, Inc. (“Jacaranda”) as a 45% member and the Marisol Trust, Lorenzo Soria,
as Trustee, as a 10% member. On January 3, 2017, all of the members of Zinnia approved the sale of Zinnia to us. Jacaranda is
100% owned by our Chairman and CEO and Esteban Coaloa was our Vice President until his death in 2017. Under the terms of the Zinnia
Agreement, we acquired 100% of the membership interests of Zinnia for $910,695 (the “Purchase Price”). Zinnia’s
sole asset is the real property located at 2909 South Catalina Street, Los Angeles, California (the “Property”). Under
the terms of the Zinnia Agreement, our consideration for the Purchase Price is: (1) a $655,000 All Inclusive Deed of Trust, secured
by the Property, and a promissory note (the “Note”), which bears interest at 6%, interest only, with $145,000 due
in one (1) year and the balance due on in two (2) years; and (2) 270,000 share of our Series 1 Convertible Preferred Stock at
an issuance price of $1.00 per share, for $270,000 (the “Zinnia Preferred Stock”). The interest rate on the Note will
decrease to the greater of 3.5%, principal and interest or the 11
th
District Cost of Funds Index plus 2.8% principal
and interest, rounded up to the nearest 0.125% and adjusted every six (6) months starting the 1
st
day of month 6 following
the $145,000 payoff, and adjusting every 6 months thereafter. The Zinnia Preferred Stock is convertible into our common stock
at the lesser of $0.50 per share or a 10% discount to the average closing price of our common stock for the five (5) days prior
to the holders’ date of conversion. The Zinnia Preferred Stock pays a 5% dividend in-kind, annually. Under the terms of
the Zinnia Agreement, the closing was subject to our verification of title, rental income and our satisfaction with the completion
and results of Zinnia’s audited financial statements. On April 10, 2017, we closed the acquisition of Zinnia.
On
September 26, 2016, we entered into a purchase contract (the Akebia Agreement”) with Akebia Investments, LLC (“Akebia”),
a Wyoming limited liability company, which was 100% owned by Esteban Coaloa, our former Vice President. On January 2, 2017, Akebia
amended its operating agreement and admitted Jacaranda as a 90% member. On January 2, 2017, all of the members of Akebia approved
the sale to us. Jacaranda and Esteban Coaloa are related parties as described above. We agreed to acquire 100% of the membership
interests of Akebia for $882,463 (the “Purchase Price”). Akebia’s sole asset is the real property located at
3711 South Western Avenue, Los Angeles, California (the “Akebia Property”). The terms of the Akebia Agreement, our
consideration for the Purchase Price is: (1) a $710,000 All Inclusive Deed of Trust, secured by the Akebia Property and a promissory
note (the “Akebia Note”), which bears interest at 6%, interest only, with $100,000 due in one (1) year and the balance
due on August 1, 2019; and (2) 180,000 shares of our Series 1 Convertible Preferred Stock at an issuance price of $1.00 per share,
for $180,000 (the “Akebia Preferred Stock”). After the $100,000 is paid off, the interest rate on the balance of the
note will decrease to 4% principal and interest. The Akebia Preferred Stock is convertible into our common stock at the lesser
of $0.50 per share or a 10% discount to the average closing price of our common stock for the five (5) days prior to the holders’
date of conversion. The Akebia Preferred Stock pays a 5% dividend in-kind, annually. Under the terms of the Akebia Agreement,
the closing was subject to our verification of title, rental income and our satisfaction with the completion and results of Akebia’s
audited financial statements. On April 10, 2017, we closed the acquisition of Akebia.
Our
mission statement is Strategic Growth through Smart Ventures, which is designed to focus us on real estate opportunities that
we believe are recession proof and have limited downside risk, while offering high upside potential in equity appreciation and
cash flow. We will also continue to assist investors and professionals in the early stage analysis of market opportunities and
the evaluation of properties prior to them committing capital for the purchase or the leasing of real estate properties. For our
consulting services, we are focusing our marketing efforts in the commercial markets; however, we are also looking at residential
and income producing markets. We are using the Internet as well as the services of independent sales consultants to market our
services to investors and professionals in Southern California with our primary efforts focused in Beverly Hills and Los Angeles
near the University of Southern California campus. Our real estate acquisitions division will actively be pursuing real estate
acquisitions near the University of Southern California campus. We have had limited consulting operations and have limited financial
resources.
We
are offering services to investors and professionals with the mission to assist them in investment and property evaluation strategies
and provide hands-on support to reduce evaluation time and resources and increase the speed for them to determine whether to proceed
with a real estate lease or investment. Besides general property evaluation services, we are offering services to assist the principals
with property development ideas and investment structure.
In
September 2016, we appointed the following new officers to the company:
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Eric
Klein, VP, Operations & Business Development, 20 years’ experience
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Tracy
Black-Van Wier, VP, Investor Relations, 20 years’ experience
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Chille
DeCastro, VP, Marketing, 20 years’ experience
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In
addition to executing two purchase contracts and expanding our staff, we updated and launched our website and began marketing
the company on various social media platforms including LinkedIn, Twitter, and Facebook.
As
of March 31, 2018, we had $30,190 cash on hand and in the bank. Management does not believe this amount will satisfy our cash
requirements for the next twelve months. We plan to satisfy our future cash requirements - primarily the working capital required
for operations by loans from our shareholders or additional equity financing from related or third parties. The additional equity
financings will likely be in the form of private placements of common stock. As of March 31, 2018, the Company has borrowed $374,400
from its majority shareholder.
Management
believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months
thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail
to satisfy our future cash requirements.
If
we are unsuccessful in raising the additional proceeds through a private placement offering, we will then have to seek additional
funds through debt financing, which would be highly difficult for a new development stage company with nominal assets to secure.
Therefore, we are highly dependent upon the success of a future private placement offering and failure thereof would result in
our having to seek capital from other resources such as debt financing, which may not even be available to us. However, if such
financing were available, because we are a startup company with no operations to date, we would likely have to pay additional
costs associated with high-risk loans and be subject to an above market interest rate. At such time these funds are required,
management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth
and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing,
we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.
Since we
acquired Akebia Investments, LLC and Zinnia Investments, LLC, in April 2017, we entered into contracts in December 2017 and
January 2018 to respectfully acquire Elowen Investments, LLC and Astro Meria Investments, LLC, including their real estate assets.
Those contracts have been voided due to the seller being unable to provide seller financing. We continue to seek out acquisitions
that can add cash flow and upside value potential to our company.
At
the present time, we intend to seek various investors to obtain additional equity financing. There can be no assurance that we
will be successful in obtaining additional capital from these negotiations. If are unable to raise additional capital, we will
either suspend marketing operations until we do raise the cash or cease operations entirely. Other than as described in this paragraph
and the preceding paragraphs, we have no other financing plans.
We
are encouraged by the effectiveness under which our properties are operating. Net Operating Incme on our properties is much greater
than industry standards of competitive properties in similar locations. To continue to keep our costs low, management does
not plan to hire additional employees at this time. Our officers and directors, as well as independent contractors, will be responsible
for providing consulting services.
The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements for the three months ended March 31, 2018 and 2017, respectively, together with notes thereto, which are included in
this Quarterly Report on Form 10-Q.
Three
months ended March 31, 2018 compared to the three months ended March 31, 2017
Revenues
.
Our revenues increase $40,196 for the three months ended March 31, 2018 compared to $0 for the comparable period in 2017. The
increase is due to the acquisitions of our properties in late 2017.
Operating
expenses.
Operating expenses include general and administrative expenses, consulting expense, depreciation, professional fees,
property taxes, rent, repairs and maintenance, transfer agent and filing fees, and utilities. In total, operating expenses increased
$254,956, to $316,663 for the three months ended March 31, 2018 compared to $61,707 for the comparable period in 2017. The components
of operating expenses are discussed below.
General
and administrative expenses decreased $3,160, or 28.20%, to $8,047 for the three months ended March 31, 2018 compared to $11,207
for the comparable period in 2017.
Consulting
expenses increased $250,885, or 918.99%, to $278,185 for the three months ended March 31, 2018 compared to $27,300 for the comparable
period in 2017. The increase is attributable to the Company issuing 204,000 common shares having a fair value of $260,160 during
the period in exchange for consulting services..
Depreciation
expense increased $16,301 to $16,301 for the three months ended March 31, 2018 compared to $0 for the comparable period in 2017.
The increase is attributable to our acquisitions of our 2 rental properties in 2017.
Professional
fees decreased $16,101, to $399 for the three months ended March 31, 2018 compared to $16,500 for the comparable period in 2017.
The decrease is primarily due to the timing of the invoices provided by our professional advisors.
Rent
expense increased $200, or 2.99%, to $6,900 for the three months ended March 31, 2018 compared to $6,700 for the comparable period
in 2017. The increase is due to a slight increase in our monthly lease rate.
Repairs
and maintenance expense increased $2,559 to $2,559 for the three months ended March 31, 2018 compared to $0 for the comparable
period in 2017. The increase is attributable to our acquisitions of our 2 rental properties in 2017.
Transfer
agent and filing fees increased $300 to $300 for the three months ended March 31, 2018 compared to $0 for the comparable period
in 2017. The increase is due to the timing of our transfer agent fees.
Utilities
expense increased $3,972 to $3,972 for the three months ended March 31, 2018 compared to $0 for the comparable period in 2017.
The increase is attributable to our acquisitions of our 2 rental properties in 2017.
Net
loss.
Our net loss increased $226,602, to $288,309 for the three months ended March 31, 2018 compared to $61,707 for the comparable
period in 2017. The increase is attributable to the expenses discussed above.
Liquidity
and Capital Resources
. For the three months ended March 31, 2018, we borrowed $25,000 from our majority shareholder, which
it advanced to us interest free. We intend to seek additional financing for our working capital, in the form of equity or debt,
to provide us with the necessary capital to accomplish our plan of operation. There can be no assurance that we will be successful
in our efforts to raise additional capital.
Our
total assets are $1,775,416 as of March 31, 2018, consisting of $1,737,126 in net property assets, $30,190 in cash, $6,600 in
deposits and $1,500 in prepaid expenses.
Our
working capital deficit was $574,749 as of March 31, 2018.
Our
total liabilities are $2,218,757 as of March 31, 2018.
As
of March 31, 2018, our total stockholders’ deficit was $443,341 and our accumulated deficit was $831,151.
We
had $41,064 in net cash used in operating activities for the three months ended March 31, 2018, which included $288,309 in net
loss, which amount was offset by non-cash charges of $16,301 for depreciation and $260,160 for common shares issued in respect
of consulting services rendered as well as a net change of ($29,216) for accounts payable.
We
had $16,725 in cash used by investing activities for the three months ended March 31, 2018, which was used for building improvements.
We
had $75,991 in cash provided by financing activities for the three months ended March 31, 2018, which resulted from $5,509 in
cash used to reduce property indebtedness, $26,500 provided by an advance payable, $25,000 provided by related party advances,
$40,000 provided from the issuance of preferred shares and $10,000 used for the repayment of promissory notes.
The
Company had no formal long-term lines or credit or other bank financing arrangements as of March 31, 2018.
The
Company has no current plans for the purchase or sale of any plant or equipment.
The
Company has no current plans to make any changes in the number of employees.
Impact
of Inflation
The
Company believes that inflation has had a negligible effect on operations over the past quarter.
Capital
Expenditures
The
Company expended no amounts on capital expenditures for the three months ended March 31, 2018; however, it spent $16,725 on building
improvements.
and
referral sources to engage our
CRITICAL
ACCOUNTING POLICIES
Our
financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States (
“GAAP”
). GAAP requires the use of estimates; assumptions, judgments and subjective
interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.
These estimates can also affect supplemental information contained in our external disclosures including information regarding
contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP
and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Areas
where significant estimation judgments are made and where actual results could differ materially from these estimates are the
carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net
operating loss and tax credit carry forwards.
The
following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated
financial statements.
Revenue
Recognition
Management
has determined that all of the Company’s leases with its various tenants are operating leases. Rental income is generally
recognized based on the terms of leases entered into with tenants. In those instances, in which the Company funds tenant improvements
and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially
completed, and possession or control of the space is turned over to the tenant.
Asset
Impairment
We
review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the
asset to aggregate future net cash flows (undiscounted and without interest) expected to be generated by the asset. If such assets
are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets
exceed the fair value.