CAUTIONARY STATEMENT

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not historical facts but are the intent, belief or current expectations of management of the Partnership based on its knowledge and understanding of the business and industry. Words such as "may," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "would," "could," "should" and variations of these words and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Examples of forward-looking statements include, but are not limited to, statements we make regarding:





  ? our expectations regarding financial condition or results of operations in
    future periods;

  ? our future sources of, and needs for, liquidity and capital resources;

  ? our expectations regarding economic and business conditions;

  ? our business strategies;

  ? our decisions and policies with respect to the potential retention or
    disposition of one or more Properties;

  ? our ability to find a suitable purchaser for any marketed Properties;

  ? our ability to agree on an acceptable purchase price or contract terms;

  ? our ability to collect rents on our leases;

  ? our ability to maintain relationships with our tenants, and when necessary
    identify new tenants;

  ? future capital expenditures; and

  ? other risks and uncertainties described from time to time in our filings with
    the Securities and Exchange Commission (the "SEC").



Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including investment impairment. These estimates are based on management's historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.





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The Partnership believes that its most significant accounting policies deal with:

Depreciation methods and lives- Depreciation of the Properties is provided on a straight-line basis over the estimated useful life of the buildings and improvements. While the Partnership believes these are the appropriate lives and methods, use of different lives and methods could result in different impacts on net income. Additionally, the value of real estate is typically based on market conditions and property performance, so depreciated book value of real estate may not reflect the market value of real estate assets.

Revenue recognition- Rental revenue from investment properties is recognized on a straight-line basis over the life of the respective lease when collectability is assured. Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease.

Impairment- The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership's review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, if deemed necessary, a provision for possible loss is recognized.





Investment Properties


As of March 31, 2022, the Partnership owned 9 Properties, all of which contained fully constructed fast-food/casual dining restaurant facilities. The following are operated by tenants at the aforementioned nine Properties: eight separate Wendy's restaurants, and an Applebee's restaurant. The nine Properties are located in a total of three states.

Property taxes, general maintenance, insurance and ground rent on the Properties are the responsibility of the tenant. However, when a tenant fails to make the required tax payments or when a Property becomes vacant, the Partnership makes the appropriate property tax payments to avoid possible foreclosure of the Property.

There were no building improvements capitalized during the three month period ending March 31, 2022.





Net Income


Net income for the three month periods ended March 31, 2022 and 2021 were $156,817 and $132,802, respectively. Net income per limited partnership interest for the three month periods ended March 31, 2022 and 2021 were $3.35 and $2.84, respectively.

This increase is primarily the result of the net effect of the decrease in rents due to the sale of the Brakes4Less property in Q4 2021 offset by the one-time payment of $44,475 received from the Ohio Power Company for the use of the easement abutting the Applebee's Property.





Results of Operations


Net income for the three month periods ended March 31, 2022 and 2021 was $156,817 and $132,802, respectively.

Rental Income: Rental income for the three month periods ended March 31, 2022 and 2021 was $333,016 and $349,191, respectively. The rental income was comprised primarily of monthly lease obligations. The decrease in rental income for the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021 is due to the loss in rents associated with the Brakes4Less Property that was sold in October, 2021.

General and Administrative Expense: General and administrative expenses for the three month periods ended March 31, 2022 and 2021 were $47,556 and $28,179, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, XBRL outsourced fees, office supplies, printing costs, outside storage expenses, copy/fax costs, postage and shipping expenses, long-distance telephone expenses, website fees, bank fees and state income tax expenses. The increase for the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021 is due primarily to the increased state income taxes due for the 2021 tax year due to much higher net income during 2021 versus 2020.





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Professional Services: Professional services expenses for the three month periods ended March 31, 2022 and 2021 were $90,595 and $90,391, respectively. Professional services expenses were primarily comprised of investor relations data processing, investor mailings processing, website design, legal, auditing and tax preparation fees, and SEC report conversion and processing fees. The increase for the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021 is due primarily to a decrease in legal and audit fees incurred during the first quarter of 2022 offset by an increase in investor relations fees due to the new contract that was signed effective January 1, 2022.





Cash Flow Analysis


Net cash flows provided by operating activities for the three month periods ended March 31, 2022 and 2021 were $602,536 and $823,239, respectively. The variance in cash provided by operating activities for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 is primarily due to the decreased in annual percentage rents earned and collected for 2021 related to the Wendy's lease amendments which increased the percentage rent breakpoint for all six leases.

Cash flows used in investing activities for the three month periods ended March 31, 2022 and 2021 were $115 and $0. The 2022 amount relates to reinvested interest income from the indemnification trust account.

For the three month period ended March 31, 2022 and 2021 cash flows used in financing activities were $1,200,949 and $600,531, respectively, and consisted of aggregate general and limited partner distributions. Distributions have been and are expected to continue to be made in accordance with the Partnership Agreement.

Liquidity and Capital Resources

The Partnership's cash balance was $367,310 at March 31, 2022. Cash of approximately $200,000 is anticipated to be used for the payment of the first quarter distribution on or about May 15, 2022. The remainder represents amounts deemed necessary to allow the Partnership to operate normally.

The Partnership's principal demands for liquidity historically have been, and are expected to continue to be, for the payment of operating expenses and distributions. Management anticipates that cash generated through the operations of the Properties and potential sales of Properties will primarily provide the sources for future Partnership liquidity and limited partner distributions of cash flows from operations. The Partnership is in competition with sellers of similar properties to locate suitable purchasers for its Properties. The two primary liquidity risks in the absence of mortgage debt with respect to the on-going operations of the Properties are the Partnership's inability to collect rent receivables and near-term or chronic property vacancies. The amount of cash to be distributed to our limited partners is determined by the General Partner and is dependent on a number of factors, including funds available for payment of distributions, capital expenditures, and taxable income recognition matching, which is primarily attributable to percentage rents and property sales.

As of March 31, 2022, the current nine Properties were leased 100%. In addition, the Partnership collected 100% of its base rent that was owing from current operating tenants for the period ended March 31, 2022 and the fiscal year ended December 31, 2021, which we believe is a good indication of overall tenant quality and stability.

There are no leases set to expire in 2022.

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