During the sixnine months ended JuneSeptember 30, 2022, the Partnership's cash balancebalances decreased $4,316,297$4,428,824 as a result of distributions paid to the Partners in excess of cash generated from operating activities, which was partially offset by cash generated from the sale of property. During the sixnine months ended JuneSeptember 30, 2021, the Partnership's cash balances increased $3,677,723$6,696,407 as a result of cash generated from the sale of property, which was partially offset by distributions paid to the Partners and cash used to repurchase Units in excess of cash generated from operating activities.

   

Net cash provided by or used for operating activities decreased from $447,327$564,005 in 2021 to ($10,546)44,585) in 2022 as a result of a decrease in total rental and interest income in 2022 and net timing differences in the collection of payments from the tenants and the payment of expenses, which was partially offset by a decrease in LLC administration and property management expenses in 2022.

   

The major components of the Partnership's cash flow from investing activities are investments in real estate and proceeds from the sale of real estate. During sixthe nine months ended JuneSeptember 30, 2022, the Partnership generated cash flow from the sale of real estate of $2,450,622.

   

In March 2021, the Partnership entered into an agreement to sell the Dollar Tree store in Indianapolis, Indiana to an unrelated third party. On April 20, 2021, the sale closed with the Partnership receiving net proceeds of $1,608,689, which resulted in a net gain of $187,451. At the time of sale, the cost and related accumulated depreciation and amortization was $1,739,074 and $317,836, respectively.

In May 2021, the Partnership entered into an agreement to sell 2.36 acres of land in Fredericksburg, Virginia to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the land was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $133,134 was recognized, which was the difference between the carrying value at June 30, 2021 of $3,155,134 and the estimated fair value of $3,022,000. The charge was recorded against the cost of the land. On July 23, 2021, the sale closed with the Partnership receiving net proceeds of $3,022,000,$3,010,050, which resulted in no gain ora net loss due to the impairment charge recorded in the second quarter of 2021.$11,850. At the time of sale, the cost and related accumulated amortization was $3,032,763 and $10,763, respectively. At June 30, 2021, the property was classified as Real Estate Held for Sale with a carrying value of $3,022,000.

   

In July 2021, the Partnership entered into an agreement to sell its 70% interest in the Staples retail store in Vernon Hills, Illinois to an unrelated third party. Based on its long-lived asset valuation analysis, the Partnership determined the Staples store was impaired. As a result, in the second quarter of 2021, a charge to operations for real estate impairment of $413,789 was recognized, which was the difference between the carrying value at June 30, 2021 of $2,569,789 and the estimated fair value of $2,156,000. The charge was recorded against the cost of the land and building. At June 30, 2021, the property was classified as Real Estate Held for Sale with a carrying value of $2,156,000.  On September 10, 2021, the sale closed with the Partnership receiving net proceeds of $2,108,832, which resulted in a net loss of $47,168. At the time of sale, the cost and related accumulated depreciation and amortization was $3,300,849 and $1,144,849, respectively.

   

In December 2021, the Partnership entered into an agreement to sell its 50% interest in the Jared Jewelry store in Hanover, Maryland to an unrelated third party. On February 14, 2022, the sale closed with the Partnership receiving net proceeds of $2,450,622, which resulted in a net gain of $1,133,641. At the time of sale, the cost and related accumulated depreciation was $1,989,105 and $672,124, respectively.

   

In June 2022, the Partnership performed a long-lived asset valuation analysis and determined the Family Dollar store in Mobile, Alabama was impaired. As a result, in the second quarter of 2022, the Partnership recognized real estate impairment of $350,000 to decrease the carrying value to the estimated fair value of approximately $375,000. The charge was recorded against the land, building, in-place lease and above market lease. In September 2022, the Partnership recognized an additional real estate impairment of $35,000 to decrease the carrying value to the estimated fair value of approximately $340,000. This property has been classified as Real Estate Held for Sale on the balance sheet as of JuneSeptember 30, 2022 with a carrying value of $375,000.$340,000.

   

The Partnership's primary use of cash flow, other than investment in real estate, is distribution payments to Partners and cash used to repurchase Units. The Partnership declares its regular quarterly distributions before the end of each quarter and pays the distribution in the first week after the end of each quarter. The Partnership attempts to maintain a stable distribution rate from quarter to quarter. The Partnership may repurchase tendered Units on April 1st and October 1st of each year subject to limitations.

   

For the sixnine months ended JuneSeptember 30, 2022 and 2021, the Partnership declared distributions of $2,598,087$2,675,864 and $2,415,357,$6,652,530, respectively, which were distributed 99% to the Limited Partners and 1% to the General Partners. The Limited Partners were allocated distributions of $2,572,106$2,649,105 and $2,391,203$6,586,004 and the General Partners were allocated distributions of $25,981$26,759 and $24,154$66,526 for the periods, respectively.

   

As part of the distributions discussed above, the Partnership distributed net sale proceeds of $2,595,860$2,673,637 and $2,020,202$6,060,606 in 2022 and 2021, respectively. The Limited Partners received distributions of $2,569,902$2,646,901 and $2,000,000$6,000,000 and the General Partners received distributions of $25,958$26,736 and $20,202$60,606 for the periods, respectively. The Limited Partners’ distributions represented $141.05$145.28 and $109.17$327.52 per Unit for the periods, respectively.

   

The Partnership may repurchase Units from Limited Partners who have tendered their Units to the Partnership. Such Units may be acquired at a discount. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units

   

On April 1, 2022, the Partnership did not repurchase any Units from the Limited Partners. On April 1, 2021, the Partnership repurchased a total of 731.58 Units for $536,313 from 34 Limited Partners in accordance with the Partnership Agreement. The Partnership acquired these Units using net sales proceeds. The repurchases increase the remaining Limited Partners' ownership interest in the Partnership. As a result of these repurchases and pursuant to the Partnership Agreement, the General Partners received distributions of $5,417 in 2021.

   

The continuing rent payments from the properties, together with cash generated from property sales, should be adequate to fund continuing distributions and meet other Partnership obligations on both a short-term and long-term basis.

   

   

As of JuneSeptember 30, 2022 and December 31, 2021, the Partnership had no material off-balance sheet arrangements that had or are reasonably likely to have current or future effects on its financial condition, results of operations, liquidity or capital resources.

��  

Not required for a smaller reporting company.

   

   

(a)  Disclosure Controls and Procedures.

   

Under the supervision and with the participation of management, including its President and Chief Financial Officer, the Managing General Partner of the Partnership evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, the President and Chief Financial Officer of the Managing General Partner concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including the President and Chief Financial Officer of the Managing General Partner, in a manner that allows timely decisions regarding required disclosure.

   

(b)  Changes in Internal Control Over Financial Reporting.

   

During the most recent period covered by this report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

   

   

There are no material pending legal proceedings to which the Partnership is a party or of which the Partnership's property is subject.

   

   

Not required for a smaller reporting company.

   

(a) None.

   

(b) Not applicable.

   

(c) Pursuant to Section 7.7 of the Partnership Agreement, as amended, each Limited Partner has the right to present Units to the Partnership for purchase by submitting notice to the Managing General Partner during January or July of each year. The purchase price of the Units is equal to 90% of the net asset value per Unit, as of the first business day of January or July of each year, as determined by the Managing General Partner in accordance with the provisions of the Partnership Agreement. Units tendered to the Partnership during January and July may be repurchased on April 1^st and October 1^st, respectively, of each year subject to the following limitations. The Partnership will not be obligated to purchase in any year any number of Units that, when aggregated with all other transfers of Units that have occurred since the beginning of the same calendar year (excluding Permitted Transfers as defined in the Partnership Agreement), would exceed 5% of the total number of Units outstanding on January 1 of such year. In no event shall the Partnership be obligated to purchase Units if, in the sole discretion of the Managing General Partner, such purchase would impair the capital or operation of the Partnership. During the period covered by this report, the Partnership did not purchase any Units.

   

   

None.

   

   

Not Applicable.

   

   

   

   

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.