SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2017
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File No. 000-55611
Hubilu Venture Corporation
(Exact Name of Registrant as Specified in its Charter)
|(State or other Jurisdiction of||(I.R.S. Employer|
|Incorporation or Organization)||Identification No.)|
205 South Beverly Drive, Suite 205, Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 308-7887
Common Stock, no par value per share
(Title of Each Class)
(Name of Each Exchange on Which Registered)
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] [check “yes” if statement is accurate.]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer [ ]||Accelerated filer [ ]||
filer [ ] (Do not
check if smaller reporting company)
|Smaller reporting company [X]|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2017 was $42,600.
The number of shares of the registrant’s common stock issued and outstanding as of May 15, 2018 was 25,730,500.
We are filing this Amendment No. 1 Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2017, which was filed with the Securities and Exchange Commission (“SEC”) on May 16, 2018 (“Annual Report on Form 10-K”) to correct the presentation of certain financial information in the financial statements for the year ended December 31, 2017 as a result of a clerical error.
This Form 10-K/A incudes an amendment to Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” to reflect the presentation of the corrected information.
Other than the foregoing, and the new certifications required by Rule 13a-14(a) under the Securities and Exchange Act of 1934 (“Exchange Act”), our Annual Report in this Form 10-K/A is not being amended or updated in any respect. This Amendment No. 1 continues to describe the conditions as of the date of the Annual Report on Form 10-K, and, except as contained herein, we have not modified or updated the disclosures contained in the Annual Report on Form 10-K. This Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the Annual Report on Form 10-K, including any amendment to those filings.
table of contents
|Item 1. Description of Business.||3|
|Item 1A. Risk Factors||8|
|Item 1B. Unresolved Staff Comments||15|
|Item 2. Properties||16|
|Item 3. Legal Proceedings||16|
|Item 4. Mine Safety Disclosures||16|
|Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities||16|
|Item 6. Selected Financial Data||20|
|Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations||20|
|For the Year Ended December 31, 2017 compared to the comparable period in 2016||21|
|Item 7A. Quantitative and Qualitative Disclosures about Market Risk||26|
|Item 8. Financial Statements and Supplementary Data||26|
|Part I – FINANCIAL INFORMATION||F-2|
|Item 1. Financial Statements||F-2|
|Consolidated Balance Sheets||F-2|
|Consolidated Statements of Operations||F-3|
|Consolidated Statement of Cash Flows||F-5|
|Notes to the Financial Statements||F-6|
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.||28|
|Item 9A. Controls and Procedures.||28|
|Item 9B. Other Information.||29|
|Item 10. Directors, Executive Officers and Corporate Governance.||29|
|Item 11. Executive Compensation||32|
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.||33|
|Item 13. Certain Relationships and Related Transactions, and Director Independence.||33|
|Item 14. Principal Accountant Fees and Services.||34|
|Item 15. Exhibits, Financial Statement Schedules.||35|
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business” below. Considering these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.
Item 1. Description of Business.
We were incorporated in the State of Delaware as a for-profit company on March 2, 2015 and established a fiscal year end of December 31. On March 4, 2015, we filed a Certificate of Correction to the Certificate of Incorporation to correct our name to Hubilu Venture Corporation from Hubilu Venture Corp. On March 5, 2015, our incorporator adopted our bylaws and appointed our sole director. We were formed to provide consulting and advisory services to real estate professionals and investors to assist them in finding properties and evaluating them for purchase or leasing. We are not a real estate brokerage firm and do not engage in real estate brokerage activities. Our services are focused on the research and analysis of real estate properties and advising clients on the best use of their real