UNITED STATES

~~UNITED STATES~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10−Q~~10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-51229

MANUFACTURED HOUSING PROPERTIES INC.

(Exact name of registrant as specified in its charter)

Nevada		51-0482104
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

136 Main Street, Pineville, North Carolina		28134
(Address of principal executive offices)		(Zip Code)

(980) 273-1702

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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☒~~Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May ~~13, 2022,~~11, 2023, there were ~~12,403,680~~12,493,012 common shares of the registrant issued and outstanding.

Manufactured Housing Properties Inc.

Quarterly Report on Form 10-Q

Period Ended March 31, ~~2022~~2023

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	262
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	3711
Item 4.	Controls and Procedures.	3711

	PART II OTHER INFORMATION
	~~FINANCIA INFORMATION~~
Item 1.	Legal ~~Proceedings.~~Proceedings	3813
Item 1A.	Risk ~~Factors.~~Factors	3813
Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	3813
Item 3.	Defaults Upon Senior ~~Securities.~~Securities	3813
Item 4.	Mine Safety ~~Disclosures.~~Disclosures	3813
Item 5.	Other ~~Information.~~Information	3813
Item 6.	~~Exhibits.~~Exhibits	3914

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MANUFACTURED HOUSING PROPERTIES INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page

Condensed Consolidated Balance Sheets as of March 31, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022		2F-1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		3F-2
Condensed Consolidated Statements of Changes in Deficit for the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		4F-3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		5F-4
Notes to Unaudited Condensed Consolidated Financial Statements		~~6-25~~F-5 - F-25

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, ~~2022~~2023 AND DECEMBER 31, ~~2021~~2022

	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
Assets	(unaudited)						(unaudited)
Investment Property
Land	$	20,554,318		$	18,854,760		$	36,399,696		$	30,263,687
Site and Land Improvements		37,041,232			35,133,079			45,346,146			44,035,649
Buildings and Improvements		17,048,182			14,666,296			25,321,424			23,229,657
Construction in Process		3,605,886			3,030,456			1,692,050			2,541,376
Total Investment Property		78,249,618			71,684,591			108,759,316			100,070,369
Accumulated Depreciation		(5,586,597	)		(4,832,300	)		(9,245,738	)		(8,225,976	)
Net Investment Property		72,663,021			66,852,291			99,513,578			91,844,393
Cash and Cash Equivalents, including restricted cash of $754,079 and $705,195, respectively		2,096,699			2,106,329
Cash and Cash Equivalents								5,710,926			5,090,369
Restricted Cash								5,222,057			5,315,246
Accounts Receivable		160,773			175,955			225,894			368,081
Other Assets		669,332			913,205			788,927			975,064
Total Assets	$	75,589,825		$	70,047,780
TOTAL ASSETS							$	111,461,382		$	103,593,153

Liabilities
Accounts Payable	$	511,031		$	477,484		$	780,511		$	755,124
Notes Payable, net of $2,229,776 and $2,064,294 debt discount, respectively		51,226,534			48,891,483
Lines of Credit – Variable Interest Entity, net of $166,504 and $151,749 debt discount, respectively		6,581,458			6,200,607
Line of Credit – Related Party		850,000			150,000
Note Payable – Related Party		1,500,000			1,500,000
Accrued Liabilities including amounts due to related parties of $14,739 and $250,000, respectively		260,215			1,235,001
Notes Payable, net of $3,772,073 and $3,666,214 debt discount, respectively								80,942,053			75,883,866
Lines of Credit – Variable Interest Entities, net of $205,877 and $160,372 debt discount, respectively								7,624,918			6,208,947
Lines of Credit – Related Party								2,000,000			2,000,000
Accrued Liabilities including amounts due to related parties of $1,229,166 and $1,154,166, respectively								2,053,265			2,054,438
Tenant Security Deposits		754,079			705,195			892,726			879,676
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 10,027 and 5,734 shares issued and outstanding; redemption value $10,027,400 and $5,734,400 as of March 31, 2022 and December 31, 2021, respectively		9,248,879			5,214,370
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 25,394 and 21,584 shares issued and outstanding; redemption value $25,393,919 and $21,584,002 as of March 31, 2023 and December 31, 2022, respectively								23,812,360			20,177,187
Total Liabilities		70,932,196			64,374,140			118,105,833			107,959,238

Commitments and Contingencies (See note 6)

Redeemable Preferred Stock – subject to redemption
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,886,000 shares issued and outstanding; redemption value $7,072,500 as of March 31, 2022 and December 31, 2021		5,959,646			5,841,771
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 758,551 shares issued and outstanding; redemption value $11,378,265 as of March 31, 2022 and December 31, 2021		8,702,848			8,518,594
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,826,000 shares issued and outstanding; redemption value $6,847,500 as of March 31, 2023 and December 31, 2022								6,222,041			6,107,916
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 747,951 shares issued and outstanding; redemption value $11,219,265 as of March 31, 2023 and December 31, 2022								9,303,822			9,122,218
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share; 75,000 shares authorized; no shares issued and outstanding; no redemption value as of March 31, 2023 and December 31, 2022								-			-

Deficit
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,403,680 shares are issued and outstanding as of March 31, 2022 and December 31, 2021		124,037			124,037
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,493,012 shares are issued and outstanding as of March 31, 2023 and December 31, 2022								124,930			124,930
Additional Paid in Capital		(3,659,162	)		(3,160,712	)		(5,856,037	)		(5,428,984	)
Accumulated Deficit		(5,302,657	)		(4,672,537	)		(14,456,564	)		(12,521,376	)
Total Manufactured Housing Properties Inc. Deficit		(8,837,782	)		(7,709,212	)		(20,187,671	)		(17,825,430	)
Non-controlling interest in Variable Interest Entities		(1,167,083	)		(977,513	)		(1,982,643	)		(1,770,789	)
Total Deficit		(10,004,865	)		(8,686,725	)		(22,170,314	)		(19,596,219	)
TOTAL LIABILITIES AND DEFICIT	$	75,589,825		$	70,047,780		$	111,461,382		$	103,593,153

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-1

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 and 2022 ~~AND 2021~~

(UNAUDITED)

	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Revenue
Rental and related income	$	3,040,022		$	1,663,681		$	4,145,189		$	3,040,022
Property sales		15,000			42,182
Gross Revenues from Home Sales								112,300			15,000
Total revenues		3,055,022			1,705,863			4,257,489			3,055,022

Community operating expenses
Repair and maintenance		221,019			107,796			275,529			221,019
Real estate taxes		180,829			142,395			201,633			180,829
Utilities		235,895			156,987			306,412			235,895
Insurance		60,298			27,788			104,059			60,298
General and administrative expense		376,196			145,008			708,168			376,196
Total community operating expenses		1,074,237			579,974			1,595,801			1,074,237

Corporate payroll and overhead		909,078			580,734			1,571,454			909,078
Depreciation expense		759,704			441,623			1,023,015			759,704
Interest expense		1,101,693			446,048			2,053,455			1,101,693
Refinancing costs		-			16,675
Cost of home sales								130,806			-
Total expenses		3,844,712			2,065,054			6,374,531			3,844,712
Net loss before provision for income taxes		(789,690	)		(359,191	)		(2,117,042	)		(789,690	)
Provision for income taxes		-			-			-			-
Net loss	$	(789,690	)	$	(359,191	)	$	(2,117,042	)	$	(789,690	)

Net income (loss) attributable to non-controlling interest variable interest entities		(159,570	)		55,085
Net loss attributable to non-controlling interest variable interest entities								(182,466	)		(159,570	)
Net income (loss) attributable to Manufactured Housing Properties, Inc.		(630,120	)		(414,276	)		(1,934,576	)		(630,120	)
Preferred stock dividends and put option value accretion
Series A preferred dividends		94,300			96,167			91,633			94,300
Series A preferred put option value accretion		117,871			118,125			114,125			117,871
Series B preferred dividends		151,785			129,409			149,665			151,785
Series B preferred put option value accretion		184,254			185,839			181,604			184,254
Total preferred stock dividends and put option value accretion		548,210			529,540			537,027			548,210
Net loss attributable to common stockholders	$	(1,178,330	)	$	(943,816	)	$	(2,471,603	)	$	(1,178,330	)

Weighted average shares - basic and fully diluted		13,108,188			12,919,551			12,883,521			13,108,188

Net loss per share – basic and fully diluted	$	(0.09	)	$	(0.07	)	$	(0.19	)	$	(0.09	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-2

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

	COMMON STOCK				ADDITIONAL						TOTAL MANUFACTURING			NON						COMMON STOCK				ADDITIONAL PAID IN			ACCUMULATED			TOTAL MANUFACTURED HOUSING PROPERTIES			NON CONTROLLING
	SHARES		PAR VALUE		PAID IN CAPITAL			ACCUMULATED DEFICIT			HOUSING PROPERTIES INC.			CONTROLLING INTEREST			DEFICIT
Balance at January 1, 2021		12,398,580	$	124,016	$	(1,052,611	)		(3,574,194	)	$	(4,502,789	)	$	(419,275	)	$	(4,922,064	)
Stock option expense		-		-		646			-			646			-			646
Preferred shares Series A dividends		-		-		(96,167	)		-			(96,167	)		-			(96,167	)
Preferred shares Series A put option value accretion		-		-		(118,125	)		-			(118,125	)		-			(118,125	)
Preferred shares Series B dividends		-		-		(129,409	)		-			(129,409	)		-			(129,409	)
Preferred shares Series B put option value accretion		-		-		(185,839	)					(185,839	)		-			(185,839	)
Common Stock issuance to preferred share holders		5,100		51		1,326			-			1,377			-			1,377
Contributions to VIE		-		-		-			-			-			12,371			12,371
Distributions from VIE		-		-		-			-			-			(20,000	)		(20,000	)
Net loss		-		-		-			(414,276	)		(414,276	)		55,085			(359,191	)
Balance at March 31, 2021		12,403,680	$	124,067	$	(1,580,179	)	$	(3,988,470	)	$	(5,444,582	)	$	(371,819	)	$	(5,816,401	)
																				SHARES		PAR VALUE		CAPITAL			DEFICIT			INC.			INTEREST			DEFICIT
Balance at January 1, 2022		12,403,680	$	124,037	$	(3,160,712	)	$	(4,672,537	)	$	(7,709,212	)	$	(977,513	)	$	(8,686,725	)		12,403,680	$	124,037	$	(3,160,712	)		(4,672,537	)	$	(7,709,212	)	$	(977,513	)	$	(8,686,725	)
Stock option expense		-		-		49,760			-			49,760			-			49,760			-		-		49,760			-			49,760			-			49,760
Preferred shares Series A dividends		-		-		(94,300	)		-			(94,300	)		-			(94,300	)		-		-		(94,300	)		-			(94,300	)		-			(94,300	)
Preferred shares Series A put option value accretion		-		-		(117,871	)		-			(117,871	)		-			(117,871	)		-		-		(117,871	)		-			(117,871	)		-			(117,871	)
Preferred shares Series B dividends		-		-		(151,785	)		-			(151,785	)		-			(151,785	)		-		-		(151,785	)		-			(151,875	)		-			(151,875	)
Preferred shares Series B put option value accretion		-		-		(184,254	)		-			(184,254	)		-			(184,254	)		-		-		(184,254	)		-			(184,254	)		-			(184,254	)
Distributions from VIE		-		-		-			-			-			(30,000	)		(30,000	)		-		-		-			-			-			(30,000	)		(30,000	)
Net Loss		-		-		-			(630,120	)		(630,120	)		(159,570	)		(789,690	)
Net loss																					-		-		-			(630,120	)		(630,120	)		(159,570	)		(789,690	)
Balance at March 31, 2022		12,403,680	$	124,037	$	(3,659,162	)	$	(5,302,657	)	$	(8,837,782	)	$	(1,167,083	)	$	(10,004,865	)		12,403,680	$	124,037	$	(3,659,162	)	$	(5,302,657	)	$	(8,837,782	)	$	(1,167,083	)	$	(10,004,865	)

Balance at January 1, 2023																					12,493,012	$	124,930	$	(5,428,984	)	$	(12,521,376	)	$	(17,825,430	)	$	(1,770,789	)	$	(19,596,219	)
Stock option expense																					-		-		109,974			-			109,974			-			109,974
Preferred shares Series A dividends																					-		-		(91,633	)		-			(91,633	)		-			(91,633	)
Preferred shares Series A put option value accretion																					-		-		(114,125	)		-			(114,125	)		-			(114,125	)
Preferred shares Series B dividends																					-		-		(149,665	)		-			(149,665	)		-			(149,665	)
Preferred shares Series B put option value accretion																					-		-		(181,604	)		-			(181,604	)		-			(181,604	)
Distributions from VIE																					-		-		-			(612	)		(612	)		(29,388	)		(30,000	)
Net Income (Loss)																					-		-		-			(1,934,576	)		(1,934,576	)		(182,466	)		(2,117,042	)
Balance at March 31, 2023																					12,493,012	$	124,930	$	(5,856,037	)	$	(14,456,564	)	$	(20,187,671	)	$	(1,982,643	)	$	(22,170,314	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-3

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(UNAUDITED)

	March 31, 2023			March 31, 2022
Cash Flows from Operating Activities:
Net Loss	$	(2,117,042	)	$	(789,690	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock option expense		109,974			49,760
Amortization of debt discount		310,512			162,328
Write off acquisition and development pursuit costs		19,806			59,486
Loss on sales of homes		18,505			17,465
Depreciation		1,023,015			759,704
Changes in operating assets and liabilities:
Accounts receivable		142,187			15,182
Other assets		257,376			269,602
Accounts payable		25,386			33,547
Tenant security deposits		13,050			48,884
Accrued liabilities		(303,477	)		(728,086	)
Net Cash Used in Operating Activities		(500,708	)		(101,818	)
Cash Flows from Investing Activities:
Capital improvements		(446,055	)		(764,907	)
Proceeds from sales of homes		112,300			15,000
Proceeds from sale of community		242,356			-
Purchases of investment properties		(2,570,000	)		(1,050,000	)
Payment of pursuit costs		(231,141	)		(66,071	)
Payment of acquisition costs		(107,832	)		(163,578	)
Net Cash Used in Investing Activities		(3,000,372	)		(2,029,556	)
Cash Flows from Financing Activities:
Proceeds from line of credit – related party		-			700,000
Repayment of lines of credit - VIEs		(110,644	)		(47,952	)
Repayment of notes payable		(15,955	)		(1,699,464	)
Proceeds from lines of credit - VIEs		1,329,417			-
Proceeds from issuance of preferred stock		3,874,917			4,289,444
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount		(636,614	)		(847,499	)
Redemption of Preferred Stock		(65,000	)		-
Fees paid in advance for debt		(78,675	)		-
Series A and Series B Preferred share dividends		(238,998	)		(242,785	)
Distributions from VIE		(30,000	)		(30,000	)
Net Cash Provided by Financing Activities		4,028,448			2,121,744
Net change in cash, cash equivalents and restricted cash		527,368			(9,630	)
Cash, cash equivalents and restricted cash at beginning of the period		10,405,615			2,106,329
Cash, cash equivalents and restricted cash at end of the period	$	10,932,983		$	2,096,699
Cash, cash equivalents and restricted cash consist of the following:
End of period
Cash and cash equivalents	$	5,710,926		$	1,342,620
Restricted cash		5,222,057			754,079
Total	$	10,932,983		$	2,096,699
Cash, cash equivalents and restricted cash consist of the following:
Beginning of period
Cash and cash equivalents	$	5,090,369		$	1,401,134
Restricted cash		5,315,246			705,195
Total	$	10,405,615		$	2,106,329
Cash paid for:
Income Taxes		-			-
Interest	$	1,195,172		$	784,735
Series C Preferred share dividends included in interest expense	$	373,773		$	96,126

Non-Cash Investing and Financing Activities
Notes and lines of credit related to acquisitions and capital improvements	$	5,399,120		$	4,624,414
Non-cash Series A and B Preferred Stock accretion	$	295,729		$	302,125

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

F-4

MANUFACTURED HOUSING PROPERTIES INC.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

March 31,
2022 March 31,
2021
Cash Flows from Operating Activities:
Net loss $ (789,690 ) $ (359,191 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock option expense 49,760 646
Amortization of debt issuance costs 162,328 37,114
Write off debt issuance costs recorded as debt discount - 56,691
Write off acquisition and development pursuit costs 59,486 -
Loss on sale of homes 17,465 -
Depreciation 759,704 441,623
Changes in operating assets and liabilities:
Accounts receivable 15,182 22,875
Other assets 269,602 257,635
Accounts payable 33,547 (706,920 )
Tenant security deposits 48,884 32,740
Accrued liabilities (728,086 ) 1,162,968
Net Cash Provided by (Used in) Operating Activities (101,818 ) 946,181
Cash Flows from Investing Activities:
Capital improvements (764,907 ) (307,994 )
Proceeds from sale of homes 15,000 -
Purchases of investment properties (1,050,000 ) -
Payment of pursuit costs (66,071 ) -
Payment of acquisition costs (163,578 ) -
Net Cash Used in Investing Activities (2,029,556 ) (307,994 )
Cash Flows from Financing Activities:
Proceeds from line of credit – related party 700,000 -
Repayment of notes payable (1,699,464 ) (60,001 )
Repayment of lines of credit - VIEs (47,952 ) -
Proceeds from issuance of preferred stock 4,289,444 1,087,485
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount (847,499 ) (121,375 )
Series A and Series B Preferred share dividends (242,785 ) (225,576 )
Contribution to VIE - 12,371
Distributions from VIE (30,000 ) (20,000 )
Net Cash Provided by Financing Activities 2,121,744 672,904
Net change in cash, cash equivalents and restricted cash (9,630 ) 1,311,091
Cash, cash equivalents and restricted cash at beginning of the period 2,106,329 1,988,857
Cash, cash equivalents and restricted cash at end of the period $ 2,096,699 $ 3,299,948
Cash, cash equivalents and restricted cash consist of the following:
End of period
Cash and cash equivalents $ 1,342,620 $ 2,928,056
Restricted cash 754,079 371,892
Total $ 2,096,699 $ 3,299,948
Cash, cash equivalents and restricted cash consist of the following:
Beginning of period
Cash and cash equivalents $ 1,401,134 $ 1,649,705
Restricted cash 705,195 339,152
Total $ 2,106,329 $ 1,988,857
Cash paid for:
Income Taxes $ - $ -
Interest $ 784,735 $ 433,868
Series C Preferred share dividends included in interest expense $ 96,126 $ -
Non-Cash Investing and Financing Activities
Acquisition of property in accounts payable $ - $ 748,248
Notes related to acquisitions $ 4,624,414 $ 1,575,000
Non-cash Preferred stock accretion $ 302,125 $ 311,747
Stock issued in connection with Series B Preferred Stock issuance $ - $ 1,377

~~See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements~~

~~MANUFACTURED HOUSING PROPERTIES INC.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

Basis of Presentation

The Company prepares its ~~consolidated~~unaudited condensed financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, ~~2021~~2022 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March ~~31, 2022.~~29, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest, and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

F-5

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

The Company’s formation of all subsidiaries and ~~VIE’s~~VIEs’ date of consolidation are as follows:

Name of Subsidiary	State of Formation	Date of Formation	Ownership
Pecan Grove MHP LLC	North Carolina	October 12, 2016		100%
Azalea MHP LLC	North Carolina	October 25, 2017		100%
Holly Faye MHP LLC	North Carolina	October 25, 2017		100%
Chatham Pines MHP LLC	North Carolina	October 31, 2017		100%
Maple Hills MHP LLC	North Carolina	October 31, 2017		100%
Lakeview MHP LLC	South Carolina	November 1, 2017		100%
MHP Pursuits LLC	North Carolina	January 31, 2019		100%
Mobile Home Rentals LLC	North Carolina	September 30, 2016		100%
Hunt Club MHP LLC	South Carolina	March 8, 2019		100%
B&D MHP LLC	South Carolina	April 4, 2019		100%
Crestview MHP LLC	North Carolina	June 28, 2019		100%
Springlake MHP LLC	Georgia	October 10, 2019		100%
ARC MHP LLC	South Carolina	November 13, 2019		100%
Countryside MHP LLC	South Carolina	March 12, 2020		100%
Evergreen MHP LLC	Tennessee	March 17, 2020		100%
Golden Isles MHP LLC	Georgia	March 16, 2021		100%
Anderson MHP LLC	South Carolina	June 2, 2021		100%
Capital View MHP LLC	South Carolina	August 6, 2021		100%
Hidden Oaks MHP LLC	South Carolina	August 6, 2021		100%
North Raleigh MHP LLC	North Carolina	September 16, 2021		100%
Carolinas 4 MHP LLC	North Carolina	November 30, 2021		100%
Charlotte 3 Park MHP LLC	North Carolina	December 10, 2021		100%
Sunnyland MHP LLC	Georgia	January 7, 2022		100%
Warrenville MHP LLC	South Carolina	February 15, 2022		100%
Solid Rock MHP LLC	South Carolina	June 6, 2022	100%
Spaulding MHP LLC	Georgia	June 10, 2022	100%
Raeford MHP Development LLC	North Carolina	June 20, 2022	100%
Solid Rock MHP Homes LLC	South Carolina	June 22, 2022	100%
Country Estates MHP LLC⁽¹⁾	North Carolina	July 6, 2022	100%
Statesville MHP LLC	North Carolina	July 6, 2022	100%
Timberview MHP LLC	North Carolina	July 7, 2022	100%
Red Fox MHP LLC	North Carolina	July 7, 2022	100%
Northview MHP LLC	North Carolina	July 8, 2022	100%
Meadowbrook MHP LLC	South Carolina	July 25, 2022	100%
Sunnyland 2 MHP LLC	Georgia	July 27, 2022	100%
Dalton 3 MHP LLC⁽¹⁾	Georgia	August 8, 2022	100%
MHP Home Holdings LLC	North Carolina	August 17, 2022	100%
Glynn Acres MHP LLC	Georgia	September 9, 2022	100%
Wake Forest 2 MHP LLC	North Carolina	October 27, 2022	100%
Country Aire MHP LLC	South Carolina	December 1, 2022	100%
Mobile Cottage MHP LLC	North Carolina	December 7, 2022	100%
Merritt Place MHP LLC	Georgia	December 6, 2022	100%
MHR Home Development LLC	Delaware	January 19, 2023	100%
Palm Shadows LLC	Texas	April 12, 2023	100%
Gvest Finance LLC	North Carolina	December 11, 2018		VIE
Gvest Homes I LLC	Delaware	November 9, 2020		VIE
Brainerd Place LLC	Delaware	February 24, 2021		VIE
Bull Creek LLC	Delaware	April 13, 2021		VIE
Gvest Anderson Homes LLC	Delaware	June 22, 2021		VIE
Gvest Capital View Homes LLC	Delaware	August 6, 2021		VIE
Gvest Hidden Oaks Homes LLC	Delaware	August 6, 2021		VIE
Gvest Springlake Homes LLC	Delaware	September 24, 2021		VIE
Gvest Carolinas 4 Homes LLC	Delaware	November 13, 2021		VIE
Gvest Sunnyland Homes LLC	Delaware	January 6, 2022		VIE
Gvest Warrenville Homes LLC	Delaware	February 14, 2022		VIE
Gvest Wake Forest 2 Homes LLC	North Carolina	October 27, 2022	VIE

(1)	During the three months ended March 31, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC

All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

F-6

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

Revenue Recognition

~~Mobile home rental~~Rental and related income is generated from lease agreements for our manufactured housing sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

The Company’s revenues primarily consist of rental revenues and other rental related fee ~~and other~~ income. The Company has the following revenue sources and revenue recognition policies:

●

Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

●

Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

●

Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The majority of the Company’s leases are month-to-month.

Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, the Company generally has no remaining performance obligation.

Accounts Receivable

Accounts receivable consist primarily of amounts currently due from residents. Accounts ~~receivables~~receivable are reported in the balance sheet at outstanding principal adjusted for any charge-offs and ~~the~~ allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

~~Acquisitions~~

��

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunction with the purchase.F-7

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

Variable Interest Entities

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service ~~plus~~but retain 5% of the debt service ~~payment.~~payment as a reserve.

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

APursuant to U.S. generally accepted accounting principles, or GAAP, a company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested penny stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method.

For the three months ended March 31, 2023, the potentially dilutive penny options for the purchase of 390,509 shares of Common Stock were included in basic loss per share. Other securities outstanding as of March 31, 2023 not included in dilutive loss per share, as the effect would be anti-dilutive, were 198,333 unvested stock options and 1,826,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,826,000 shares.

For the three months ended March 31, 2022, the potentially dilutive penny options for the purchase of 704,508 shares of Common Stock were included in basic loss per share. Other securities outstanding as of March 31, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 15,000 unvested stock options and 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,886,000 shares.

For the three months ended March 31, 2021, the potentially dilutive penny options for the purchase of 519,675 shares of Common Stock were included in basic loss per share. Other securities outstanding as of March 31, 2021 not included in dilutive loss per share, as the effect would be anti-dilutive, were 1,890,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,890,000 shares.F-8

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Use of Estimates

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Leases

Rental revenue is generated from lease agreements with tenants for lease of the Company’s sites and manufactured homes where the Company is the lessor. The terms of these leases are generally annual or month-to-month and are renewable upon the consent of both parties and contain no option to purchase the underlying asset. Therefore, these leases are accounted for as operating leases in accordance with ASC 842.

The Company is the lessee in a lease agreement for its corporate office space with a related party entity owned and controlled by Raymond M. Gee, the Company’s CEO and chairman. The lease term for the office is month-to-month, the lease is terminable by either party if written, thirty-day notice is given, and the lease contains no option to purchase the facility. This lease is accounted for as an operating lease. Pursuant to ASC 842-20-25-2, the Company, as the lessee, has elected the short-term lease measurement exception whereby lease expense is recognized on a straight-line basis over the term of the lease with no right-of-use asset or lease liability recognized on the consolidated balance sheet.

Acquisitions

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. The Company allocates the purchase price of an acquired property generally determined by a third-party purchase price allocation report obtained in conjunction with the purchase based on appraisals.

Debt Issuance Costs

Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related obligation with the amortization included as a component of interest expense in the statement of operations. The unamortized balance of the debt issuance costs is presented in the consolidated balance sheet as direct reduction from the carrying amount of the debt. Upon prepayment, refinance, or substantial modification of a debt obligation, the related unamortized costs are written off to expense.

Investment Property and Depreciation

Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Impairment Policy

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three months ended March 31, ~~2022~~2023 and ~~2021.~~2022.

F-9

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Cash, Cash Equivalents, and Restricted Cash

~~Cash and Cash Equivalents~~

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

As of March 31, 2023, restricted cash consisted of $5,222,057 related to cash reserved for tenant security deposits of $892,726 and lender escrows for capital improvements, insurance, and real estate taxes of $4,329,331. As of December 31, 2022, the restricted cash balance of $5,315,246 was comprised of $879,676 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $4,435,570.

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had approximately ~~$763,000~~$4,318,000 and $4,006,000 above the FDIC-insured limit, ~~including restricted cash held for tenant security deposits of $754,079 and $705,195,~~ respectively.

Liquidity

The unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses each quarter since inception and has experienced slightly negative cash flows from operations during the three months ended March 31, 2023. The Company is in an acquisitive, growth stage whereby it has more than doubled the number of home sites in its portfolio of manufactured housing communities over the past two years. The Company acquires communities and invests in physical improvements, implements operational efficiencies to cut costs, works to improve occupancy and collections, and increases rents based on each respective market all to stabilize the acquired communities to their full potential. The Company has incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow.

The Company’s principal demands for cash are operating and administrative expenses, dividends on preferred stock, debt service payments, capital expenditures to improve properties, and community acquisitions. The Company expects to fund its operating cash requirements over the next year through a combination of cash on hand, net cash provided by its property operations, and if necessary, borrowings from related party lines of credit available for working capital or other cash flow needs.

The Company’s continued growth depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing, which includes its ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. Proceeds from issuance of Series C Preferred Stock and cash held in escrow with lenders will fund the Company’s capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made.

Stock Based Compensation

All ~~stock based~~stock-based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to ~~nonemployees~~non-employees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of ~~$49,760~~$109,975 and ~~$646~~$49,760 during the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

The fair value of cash and cash equivalents, accounts receivables, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

F-10

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying unaudited condensed consolidated statement of operations. As of March 31, ~~2022,~~2023, and December 31, ~~2021,~~2022, there were no such accrued interest or penalties.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company ~~is currently evaluating~~adopted the ~~potential~~new guidance on January 1, 2023 and determined it did not have a material impact ~~this standard may have~~ on ~~the unaudited condensed~~its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Impact of Coronavirus Pandemic

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

Some states and cities, including some where the Company’s properties are located, reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate, ~~and is what capacity,~~ as well as guidance in response to the pandemic and the need to contain it.

The rules and restrictions put in place ~~have~~ had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. ~~In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties.~~ Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, our business would be materially affected.

If the current pace of the pandemic does not continue to slow and the spread of the virus is not contained, the Company’s business operations could be further delayed or interrupted. Government and health authorities may announce new or extend existing restrictions, which could require the Company to make further adjustments to its operations in order to comply with any such restrictions. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect the Company’s ability to operate its business and result in additional costs.

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

F-11

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

NOTE 2 – VARIABLE INTEREST ENTITIES

During the three months ended March 31, 2022, Gvest Finance LLC formed two wholly owned subsidiaries, Gvest Sunnyland Homes LLC and Gvest Warrenville Homes LLC, both of which are considered VIEs. The Company consolidates the accounts of Gvest Finance LLC, Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, Gvest Warrenville Homes LLC, Brainerd Place LLC, and Bull Creek LLC and will continue to do so until they are no longer considered VIEs.

Included in the unaudited condensed consolidated results of operations for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 were net loss of ~~$159,570~~$182,466 and ~~net income of $55,085,~~$159,570, respectively, after deducting an additional management fee equal to cash flow after debt service per the management agreement of ~~$83,013~~$30,522 and ~~$0,~~$88,013, respectively.

The consolidated balance sheets as of March 31, ~~2022~~2023 and December 31, ~~2021~~2022 included the following amounts related to the consolidated VIEs.

	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
Assets
Investment Property	$	16,956,601		$	14,144,268		$	15,239,329		$	14,688,424
Accumulated Depreciation		(729,450	)		(597,650	)		(1,141,707	)		(997,240	)
Net Investment Property		16,227,151			13,546,618			14,097,622			13,691,184
Cash and Cash Equivalents		44,016			98,900			40,381			40,080
Accounts Receivable		50,006			60,506			25,319			60,538
Other Assets		243,505			158,920			200,571			194,871
Total Assets	$	16,564,678		$	13,864,944		$	14,363,893		$	13,986,673

Liabilities and Deficit
Accounts Payable	$	183,307		$	169,298		$	132,818		$	206,882
Notes Payable		8,601,996			6,793,319
Line of Credit, net of $166,504 and $151,749 debt discount		6,581,458			6,200,607
Accrued Liabilities*		2,365,000			1,679,233
Notes Payable, net of $44,531 and $45,790 debt discount, respectively								3,026,842			3,035,455
Line of Credit, net of $205,877 and $160,372 debt discount, respectively								7,624,918			6,208,947
Accrued Liabilities⁽¹⁾								5,561,958			6,306,178
Total Liabilities		17,731,761			14,842,457			16,346,536			15,757,462

Non-controlling Interest		(1,167,083	)		(977,513	)		(1,982,643	)		(1,770,789	)
Total Non-controlling Interest in Variable Interest Entities		(1,167,083	)		(977,513	)		(1,982,643	)		(1,770,789	)

*⁽¹⁾

Included in accrued liabilities is an intercompany balance of ~~$2,319,620~~$5,490,202 and ~~$1,515,715~~$6,232,561 as of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.

F-12

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

NOTE 3 – INVESTMENT PROPERTY

The following table summarizes the Company’s property and equipment ~~balances~~balances. These assets are generally ~~used to depreciate the assets~~depreciated on a straight-line ~~basis:~~basis.

							March 31, 2023			December 31, 2022
	March 31, 2022			December 31, 2021			(Unaudited)
Investment Property	(Unaudited)
Land	$	20,554,318		$	18,854,760		$	36,399,696		$	30,263,687
Site and Land Improvements		37,041,232			35,133,079			45,346,146			44,035,649
Buildings and Improvements		17,048,182			14,666,296			25,321,424			23,229,657
Construction in Process		3,605,886			3,030,456			1,692,050			2,541,376
Total Investment Property		78,249,618			71,684,591			108,759,316			100,070,369
Accumulated Depreciation		(5,586,597	)		(4,832,300	)		(9,245,738	)		(8,225,976	)
Net Investment Property	$	72,663,021		$	66,852,291		$	99,513,578		$	91,844,393

Depreciation expense totaled ~~$759,704~~$1,023,015 and ~~$441,623~~$759,704 for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

During the three months ended March 31, ~~2022,~~2023, Gvest Finance LLC, the Company’s VIE, purchased ~~nine~~four new manufactured homes for approximately ~~$424,000~~$219,120 for use in the ~~Springlake, Sunnyland, and Crestview communities that~~Meadowbrook community. These four homes are included in Construction in Process on the balance sheet. These recently purchased homes along with several new homes purchased during 2022 are not yet occupiable and still in the set-up phase as of March 31, ~~2022. These nine homes~~2023 and ~~several homes purchased at the end of 2021~~ are ~~included in Construction in Process on the balance sheet.~~

During the year ended December 31, 2021, Gvest Finance LLC, acquired thirty-four new manufactured homes for approximately $1,900,000 including set up costs for use in the Springlake community and fourteen new manufactured homes for approximately $860,000 including set up costs for use in the Golden Isles community that were not yet occupiable and were still in the set-up phase as of December 31, 2021 and were included in Construction in Process on the balance sheet as of that date.

During the year ended December 31, 2022, Gvest Finance LLC, the Company’s VIE, purchased 25 new manufactured homes for approximately $1,300,000 for use in the Golden Isles, Springlake, Sunnyland, and Crestview communities. The majority of these recently purchased homes along with several new homes purchased during 2021 are not yet occupiable and still in the set-up phase as of December 31, 2022 and are included in Construction in Process on the balance sheet as of that date.

F-13

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

NOTE 4 – ACQUISITIONS AND DISPOSITIONS

During the three months ended March 31, ~~2022,~~2023, the Company acquired ~~three~~two communities. These were acquisitions from third parties and have been accounted for as asset acquisitions.

On January 12, 2023, the Company purchased a manufactured housing community located in Simpsonville, South Carolina, consisting of 107 sites all occupied by tenant-owned manufactured homes on approximately 21 acres for a total purchase price of $5,350,000. Country Aire MHP LLC purchased the land, land improvements, and homes.

On January 27, 2023, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 40 developed sites, 14 undeveloped sites, and 24 homes on approximately 18 acres for a total purchase price of $2,400,000. Merritt Place MHP LLC - Land purchased the land and land improvements, and Merritt Place MHP LLC – Homes purchased the homes.

During the three months ended March 31, 2022, the Company acquired two manufactured housing communities. These were acquisitions from third parties and have been accounted for as asset acquisitions.

On January 31, 2022, the Company purchased a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of 15.09 acres of undeveloped land for a total purchase price of $2,200,000. Sunnyland MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Sunnyland Homes LLC, purchased the homes.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

On March 31, 2022, the Company purchased two manufactured housing communities located in Warrenville, South Carolina consisting of 85 sites on approximately 45 acres for a total purchase price of $3,050,000. Warrenville MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Warrenville Homes LLC, purchased the homes.

~~During~~F-14

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

The Company entered into various purchase agreements during and after the three months ended March 31, ~~2021,~~2023 totaling an aggregate purchase price commitment of $23,200,000 which are inclusive of non-probable acquisitions that have the ~~Company acquired one community. This was an acquisition from~~potential to close at a ~~third party and has been accounted~~future date. See Note 9 for ~~as an asset acquisition.~~more information about acquisitions that occurred subsequent to March 31, 2023.

OnThree Months Ended March 31, 2021, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 113 sites on approximately 17 acres for a total purchase price of $2,325,000. Golden Isles MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Finance LLC, purchased the homes.2022

Acquisition Date	Name (number of communities)	Land		Improvements		Building		Total Purchase Price		Name (number of communities, if multiple)	Land		Improvements		Building		Total Purchase Price
March 2021	Golden Isles MHP	$	1,050,000	$	487,500	$	-	$	1,537,500
March 2021	Golden Isles Gvest		-		-		787,500		787,500
	Total Purchase Price	$	1,050,000	$	487,500	$	787,500	$	2,325,000
	Acquisition Costs		-		123,319		250		123,569
	Total Investment Property	$	1,050,000	$	610,819	$	787,750	$	2,448,569

January 2022	Sunnyland MHP	$	672,400	$	891,580	$	-	$	1,563,980	Sunnyland MHP	$	672,400	$	891,580	$	-	$	1,563,980
January 2022	Sunnyland Gvest		-		-		636,020		636,020	Sunnyland Gvest		-		-		636,020		636,020
March 2022	Warrenville MHP		975,397		853,473		-		1,828,870	Warrenville MHP		975,397		853,473		-		1,828,870
March 2022	Warrenville Gvest		-		-		1,221,130		1,221,130	Warrenville Gvest		-		-		1,221,130		1,221,130
	Total Purchase Price	$	1,647,797	$	1,745,053	$	1,857,150	$	5,250,000	Total Purchase Price	$	1,647,797	$	1,745,053	$	1,857,150	$	5,250,000
	Acquisition Costs		51,760		62,097		38,367		152,224	Acquisition Costs		51,760		62,097		38,367		152,224
	Total Investment Property	$	1,669,557	$	1,807,150	$	1,895,517	$	5,402,224	Total Investment Property	$	1,699,557	$	1,807,150	$	1,895,517	$	5,402,224

~~Pro-forma Financial Information~~Three Months Ended March 31, 2023

Acquisition Date	Name (number of communities, if multiple)	Land		Improvements			Building		Total Purchase Price
January 2023	Country Aire MHP	$	4,661,722	$	682,724		$	5,554	$	5,350,000
January 2023	Merritt Place MHP		1,410,806		557,446	⁽¹⁾		431,748		2,400,000
	Total Purchase Price	$	6,072,528	$	1,240,170		$	437,302	$	7,750,000
	Acquisition Costs		63,481		34,188			9,713		107,382
	Total Investment Property	$	6,136,009	$	1,274,358		$	447,015	$	7,857,382

The following unaudited pro-forma information presents the combined results of operations for the three months ended March 31, 2021 as if all acquisitions of manufactured housing communities during the year ended December 31, 2021 had occurred on January 1, 2021.

The Company determined that the acquisitions made during the three months ended March 31, 2022 were not significant acquisitions, therefore, proforma financial information related to these acquisitions is not reported below.

	(1)	~~Three months ended~~ Includes an allocation of $300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of March 31, 2021 Pro Forma
~~Revenue~~			~~2,788,937~~
~~Community operating expenses~~			~~1,070,940~~
~~Corporate payroll and overhead expenses~~			~~597,409~~
~~Depreciation expense~~			~~756,006~~
~~Interest expense~~			~~695,241~~
~~Net income (loss)~~			~~(330,659~~	)
~~Net loss attributable to non-controlling interest~~			~~131,939~~
~~Net loss attributable to Manufactured Housing Properties, Inc~~			~~(462,598~~	)
~~Preferred stock dividends / accretion~~			~~529,540~~
~~Net income (loss)~~			~~(992,138~~	)
~~Net loss per share~~			~~(0.08~~	) 2023.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

NOTE 5 – PROMISSORY NOTES ~~AND LINES OF CREDIT~~

Promissory Notes

The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on ~~these~~outstanding promissory notes range from ~~3.250%~~4% to ~~5.875%~~8% with 5 to 30 years principal amortization. Three of the promissory notes had an initial 12 month, six have an initial 24 month, six have an initial 36 month, one has an initial 60 month, and one promissory note has a 180 month period of interest only payments. The promissory notes are secured by the real estate assets and ~~twenty~~thirty-three loans totaling ~~$43,602,376~~$80,752,977 are guaranteed by Raymond M. Gee.

F-15

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

As of March 31, 2023 and December 31, 2022, the outstanding principal balance on ~~these~~all third-party promissory notes was ~~$53,456,310.~~$84,714,126 and $79,550,080, respectively. The following are the terms of these notes:

	Maturity Date	Interest Rate			Balance March 31, 2022			Balance December 31, 2021			Maturity Date	Interest Rate			Interest Only Period (Months)		Balance March 31, 2023			Balance December 31, 2022
Pecan Grove MHP LLC(2)	02/22/29		5.250	%	$	2,951,049		$	2,969,250		9/1/2032		4.870	%		60	$	4,489,000		$	4,489,000
Azalea MHP LLC(2)	03/01/29		5.400	%		813,683			790,481		9/1/2032		4.870	%		60		1,830,000			1,830,000
Holly Faye MHP LLC(2)	03/01/29		5.400	%		549,485			579,825		9/1/2032		4.870	%		60		1,608,000			1,608,000
Chatham MHP LLC(2)	04/01/24		5.875	%		1,689,459			1,698,800		9/1/2032		4.870	%		60		2,263,000			2,263,000
Lakeview MHP LLC(2)	03/01/29		5.400	%		1,796,163			1,805,569		9/1/2032		4.870	%		60		3,229,000			3,229,000
B&D MHP LLC(2)	05/02/29		5.500	%		1,765,818			1,779,439		9/1/2032		4.870	%		60		2,887,000			2,887,000
Hunt Club MHP LLC(2)	01/01/33		3.430	%		2,386,572			2,398,689		9/1/2032		4.870	%		60		2,756,000			2,756,000
Crestview MHP LLC(2)	12/31/30		3.250	%		4,649,631			4,682,508		9/1/2032		4.870	%		60		4,625,000			4,625,000
Maple Hills MHP LLC(2)	12/01/30		3.250	%		2,324,815			2,341,254		9/1/2032		4.870	%		60		2,570,000			2,570,000
Springlake MHP LLC(2)	12/10/26		4.750	%		4,016,250			4,016,250		9/1/2032		4.870	%		60		6,590,000			6,590,000
ARC MHP LLC(2)	01/01/30		5.500	%		3,790,188			3,809,742		9/1/2032		4.870	%		60		3,687,000			3,687,000
Countryside MHP LLC(2)	03/20/50		5.500	%		1,675,929			1,684,100		9/1/2032		4.870	%		60		4,343,000			4,343,000
Evergreen MHP LLC(2)	04/01/32		3.990	%		1,109,917			1,115,261		9/1/2032		4.870	%		60		2,604,000			2,604,000
Golden Isles MHP LLC(2)	03/31/26		4.000	%		787,500			787,500		9/1/2032		4.870	%		60		1,987,000			1,987,000
Anderson MHP LLC*	07/10/26		5.210	%		2,153,807			2,153,807
Capital View MHP LLC*	09/10/26		5.390	%		817,064			817,064
Hidden Oaks MHP LLC*	09/10/26		5.330	%		823,440			823,440
Anderson MHP LLC⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		5,118,000			5,118,000
Capital View MHP LLC⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		829,000			829,000
Hidden Oaks MHP LLC⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		764,000			764,000
North Raleigh MHP LLC(2)	11/01/26		4.750	%		5,276,246			5,304,409		9/1/2032		4.870	%		60		5,279,000			5,279,000
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽¹⁾	03/01/22		5.000	%		-			1,500,000
Carolinas 4 MHP LLC (Asheboro, Morganton)*	01/10/27		5.300	%		3,105,070			3,105,070
Sunnyland MHP LLC*	02/10/27		5.370	%		1,123,980			-
Warrenville MHP LLC*	03/10/27		5.590	%		1,218,870			-
Charlotte 3 Park MHP LLC (Dixie) ^(1)(2)(3)											9/1/2032		4.870	%		60		485,000			485,000
Charlotte 3 Park MHP LLC (Driftwood) ⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		274,000			274,000
Carolinas 4 MHP LLC (Asheboro) ⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		1,374,000			1,374,000
Carolinas 4 MHP LLC (Morganton) ⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		1,352,000			1,352,000
Sunnyland MHP LLC⁽¹⁾⁽²⁾											9/1/2032		4.870	%		60		1,057,000			1,057,000
Warrenville MHP LLC⁽¹⁾											3/10/2027		5.590	%		36		1,218,870			1,218,870
Spaulding MHP LLC											7/22/2043		WSJ Prime + 1	%		12		1,600,000			1,600,000
Solid Rock MHP LLC											6/30/2032		5.000	%		12		925,000			925,000
Red Fox MHP LLC											8/1/2032		5.250	%		24		2,250,000			2,250,000
Statesville MHP LLC – land⁽¹⁾											9/13/2025		SOFR + 2.35	%		36		1,519,925			1,519,925
Timberview MHP LLC – land⁽¹⁾											9/13/2025		SOFR + 2.35	%		36		1,418,075			1,418,075
Northview MHP LLC - land (Seller Finance)											9/15/2027		6.000	%		60		792,654			792,654
Statesville, Northview, Timberview MHP LLC - homes (Seller Finance)											9/15/2027		6.000	%		60		407,345			407,345
Glynn Acres MHP LLC											11/1/2042		6.000	%		0		892,150			898,052
Wake Forest MHP LLC (Cooley’s Country road)⁽¹⁾											12/10/2027		7.390	%		36		3,038,914			3,038,914
Mobile Cottage MHP LLC											12/20/2027		5.000	%		30		400,000			400,000
Gvest Finance LLC (B&D homes)	05/01/24		5.000	%		644,510			657,357		5/1/2024		5.000	%		-		604,757			614,809
Gvest Finance LLC (Countryside homes)	03/20/50		5.500	%		1,281,595			1,287,843
Gvest Finance LLC (Golden Isles homes)	03/31/36		4.000	%		787,500			787,500		3/31/2031		4.000	%		120		684,220			684,220
Gvest Anderson Homes LLC*	07/10/26		5.210	%		2,006,193			2,006,193
Gvest Capital View Homes LLC*	09/10/26		5.390	%		342,936			342,936
Gvest Hidden Oaks Homes LLC*	09/10/26		5.330	%		416,560			416,560
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)*	01/10/27		5.300	%		1,294,930			1,294,930
Gvest Sunnyland Homes LLC*	02/10/27		5.370	%		636,020			-
Gvest Warrenville Homes LLC*	03/10/27		5.590	%		1,221,130			-
Warrenville Gvest Homes LLC⁽¹⁾											3/10/2027		5.590	%		36		1,221,130			1,221,130
Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home)⁽¹⁾											12/10/2027		7.390	%		36		561,086			561,086
Merritt Place MHP LLC											1/27/2024		WSJ Prime + 1	%		12		1,680,000			-
Country Aire MHP LLC⁽¹⁾											9/13/2025		SOFR + 2.35	%		36		3,500,000			-
Total Notes Payable						53,456,310			50,955,777								$	84,714,126		$	79,550,080
Discount Direct Lender Fees						(2,229,776	)		(2,064,294	)								(3,772,073	)		(3,666,214	)
Total Net of Discount					$	51,226,534		$	48,891,483								$	80,942,053		$	75,883,866

⁽¹⁾

The notes indicated above are subject to certain financial covenants.

F-16

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

(2)

On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, promissory note issued to Metrolina Loan Holdings, LLC for $1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

(3)

The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, ~~2022.~~2022 and recognized refinancing cost expense totaling $15,751. This community was refinanced on April 14, 2022 with a different ~~lender. See Note 9 for more information.~~lender and the Company capitalized $258,023 of debt issuance costs related to the new note.

~~The notes indicated above are subject to certain financial covenants.~~

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Lines of Credit – Variable Interest Entities

Facility		Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance March 31, 2022			Balance December 31, 2021			Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance March 31, 2023			Balance December 31, 2022
Occupied Home Facility⁽¹⁾		Gvest Homes I LLC	ARC, Crestview, Maple	01/01/30	8.375%	$	20,000,000	$	2,507,435		$	2,517,620		Gvest Homes I LLC	ARC, Crestview, Maple, Countryside	01/01/30	8.375%	$	20,000,000	$	3,755,107		$	2,424,896
Multi-Community Rental Home Facility		Gvest Finance LLC	ARC	12/17/31	Greater of 3.25% or Prime, + 375 bps	$	4,000,000	$	819,376		$	838,000		Gvest Finance LLC	ARC, Golden Isles, Springlake,	Various ⁽²⁾	Greater of 3.25% or Prime, + 375 bps	$	5,000,000	$	2,490,623		$	2,561,380
Multi-Community Floorplan Home Facility^{(1), (2)}		Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview	Various ⁽³⁾	LIBOR + 6 – 8% based on days outstanding	$	2,000,000	$	1,528,669		$	1,104,255
Springlake Home Facility⁽²⁾		Gvest Finance LLC	Springlake	12/10/26	6.75%	$	3,300,000	$	1,892,482		$	1,892,481
Multi-Community Floorplan Home Facility														Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook	Various ⁽²⁾	LIBOR + 6 – 8% based on days outstanding	$	4,000,000	$	1,585,065		$	1,383,043
Total Lines of Credit - VIEs	Total Lines of Credit - VIEs							$	6,747,962		$	6,352,356								$	7,830,795		$	6,369,319
Discount Direct Lender Fees	Discount Direct Lender Fees							$	(166,504	)	$	(151,749	)							$	(205,877	)	$	(160,372	)
Total Net of Discount	Total Net of Discount							$	6,581,458		$	6,200,607								$	7,624,918		$	6,208,947

(1)

During the three months ended March 31, ~~2022, the Company~~2023, Gvest Homes I LLC drew down ~~$19,145~~$1,353,000 related to the Occupied Home ~~Facility and $424,414 related to the Multi-Community Floorplan Home~~ Facility.

(2)

Payments on the Multi-Community Floorplan Home Facility advances are interest only until each advance is paid off or transferred to the Multi-Community Rental Home Facility and payments on the Springlake Home Facility are interest only for the first six months.

~~(3)~~

The maturity date of the of the Multi-Community Floorplan and Rental Line of Credit will vary based on each statement of financial transaction, ~~(“SOFT”),~~ a report identifying the funded homes and the applicable financial terms.

The agreements for each of the above line of credit facilities require the maintenance of certain financial ratios or other affirmative and negative covenants. All the above line of credit facilities are guaranteed by Raymond M. Gee.

F-17

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(UNAUDITED)

Metrolina Promissory Note

On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC, ~~(“Metrolina”),~~ a significant stockholder, in the principal amount of $1,500,000. On September 2, 2022, the Company repaid the full outstanding balance of the loan with proceeds from the KeyBank portfolio refinance. The note ~~bears~~bore interest at a rate of 18% per annum and ~~matures~~was set to mature on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note iswas guaranteed by Raymond M. Gee. As of March 31, ~~2022~~2023 and December 31, ~~2021, the~~2022, there was no outstanding balance on this ~~note was $1,500,000.~~note. During the three months ended March 31, 2022, ~~and 2021,~~ interest expense ~~totaled $66,575 and $0, respectively.~~recognized was $66,575.

~~Raymond M. Gee Promissory Note~~

On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until it was cancelled in December 2021. As of March 31, 2022 and December 31, 2021, the outstanding balance on this note was $0.

Gvest Revolving Promissory Note

On December 27, 2021, the Company issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, pursuant to which the Company may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. On ~~the same date,~~September 9, 2022, the Company ~~borrowed $150,000.~~paid off the full balance with proceeds from the KeyBank portfolio refinance. This note had a five-year term and was interest-only based on a 15% annual rate through the maturity date and was unsecured. As of March 31, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three months ended March 31, 2022, interest expense recognized was $14,718.

NAV Real Estate LLC Promissory Note

On June 29, 2022, the Company issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse, pursuant to which the Company may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed ~~an additional $700,000.~~$2,000,000. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the outstanding principal balance on this note was ~~$850,000 and $150,000, respectively.~~$2,000,000. This note has a five-year term and is interest-only based on ana 15% annual rate through the maturity date and is unsecured. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, interest expense totaled ~~$14,718 and $0, respectively. The outstanding principal and accrued interest balance on this note was repaid on April 15, 2022.~~$75,000.

Maturities of Long-Term Obligations for Five Years and Beyond

The minimum annual principal payments of notes payable, related party debt and lines of credit at March 31, ~~2022~~2023 by fiscal year were:

2022		670,266
2023		3,734,002
2023 (remainder)			$	351,666
2024		3,779,094		3,877,634
2025		1,311,018		7,117,026
2026		18,406,106		523,354
2027				10,251,778
Thereafter		34,653,786		72,423,463
Total minimum principal payments	$	62,554,272	$	94,544,921

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results.

F-18

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.

Series A Cumulative Convertible Preferred Stock

On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock and Series C Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company paid dividends of $91,633 and $94,300, ~~and $96,167,~~ respectively.

Liquidation Preference. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company recorded a put option value accretion of $114,125 and $117,871, ~~and $118,125,~~ respectively.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.

As of March 31, 2023 and December 31, 2022, there were ~~1,886,000~~1,826,000 shares of Series A Preferred Stock issued and outstanding. As of March 31, 2023, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,565,000 and accretion of put options totaling $1,657,041. As of December 31, 2022, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling ~~$4,715,000~~$4,565,000 and accretion of put options totaling ~~$1,244,646. As of December 31, 2021, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,715,000 and accretion of put options totaling $1,126,771.~~$1,542,916.

F-19

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Series B Cumulative Redeemable Preferred Stock

On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions:

Ranking. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock and Series C Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company paid dividends of $149,665 and $151,785, ~~and $129,409,~~ respectively.

Liquidation Preference. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. ~~During the three months ended March 31, 2022 and 2021, the~~The Company recorded a put option value accretion of $181,604 and $184,254 during the three months ended March 31, 2023 and ~~$185,839, respectively.~~2022.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

On November 1, 2019, the Company launched an offering under Regulation A of Section 3(6) of the Securities Act of 1933, as, amended, for Tier 2 offerings, pursuant to which the Company offered up to 1,000,000 shares of Series B Preferred Stock at an offering price of $10.00 per share, for a maximum offering amount of $10,000,000. In addition, the Company offered bonus shares to early investors in this offering, whereby the first 400 investors received, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock.

F-20

MANUFACTURED HOUSING PROPERTIES INC.

~~This offering terminated on March 30, 2021 thus, the Company sold no shares of Series B Preferred Stock during the three months ended March~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022. During the three months ended March 31, 2021, the Company sold an aggregate of 116,097 shares of Series B Preferred Stock for total gross proceeds of $1,160,970. After deducting a placement fee and other expenses, the Company received net proceeds of $1,079,702.2023 AND 2022

(UNAUDITED)

As of March 31, ~~2022,~~2023, there were ~~758,551~~747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling ~~$7,185,716~~$7,079,716 and accretion of put options totaling ~~$1,517,132.~~$2,224,106. As of December 31, ~~2021,~~2022, there were ~~758,551~~747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling ~~$7,185,716~~$7,079,716 and accretion of put options totaling ~~$1,332,878.~~$2,042,502.

Series C Cumulative Redeemable Preferred Stock

On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock and Series B Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the three months ended March 31, ~~2022,~~2023, the Company paid dividends of ~~$96,126.~~$373,773. Due to timing of payments, ~~the company~~ accrued dividends of ~~$39,019 during the three months ended March 31, 2022 and total accrued dividends of $65,979~~ $157,974 is presented in accrued liabilities on the balance sheet as of March 31, ~~2022.~~2023.

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

F-21

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

●

11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

●

8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

●

5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

●

after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4^th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

Mandatory Redemption by the Company. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4^th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

Voting Rights. The Series C Preferred Stock has no voting rights.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

No Conversion Right. The Series C Preferred Stock is not convertible into shares of Common Stock.

In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.

On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of ~~$47 million.~~$47,000,000.

During the three months ended March 31, 2023, the Company sold an aggregate of 3,875 shares of Series C Preferred Stock for total gross proceeds of $3,874,917. After deducting a placement fee and broker dealer commissions, the Company received net proceeds of $3,613,371. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $29,326 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

During the three months ended March 31, 2022, the Company sold an aggregate of 4,293 shares of Series C Preferred Stock for total gross proceeds of $4,289,444. After deducting a placement fee and other expenses, the Company received net proceeds of $4,004,110. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $9,997 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

As of ~~March~~December 31, 2022 there were ~~10,027~~21,584 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling ~~$10,023,840~~$21,584,002 net of total unamortized debt issuance costs of $774,961. As of December 31, 2021, there were 5,734 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $5,734,400 net of total unamortized debt issuance costs of $520,030.$1,406,815.

F-22

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Common Stock

The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, there were ~~12,403,680~~12,493,012 shares of Common Stock issued and outstanding.

No shares of Common Stock ~~Issued for Cash~~

~~During~~were issued upon employee exercise during the three months ended March 31, ~~2021, the Company issued 5,100 shares of Common Stock, valued at $1,377, to early investors in the prior Regulation A offering.~~2023 and 2022.

Equity Incentive Plan

In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of March 31, ~~2022,~~2023, there were ~~751,175~~588,842 shares granted and ~~248,825~~411,158 shares remaining available under the Plan. The Company has issued options to directors, officers, and employees under the Plan.

~~The Company has issued options to directors and officers under the Plan. One third of the options vest immediately, and two thirds vest in equal annual installments over a~~ ~~two-year period.~~ During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company issued ~~45,000~~50,000 and ~~50,000~~45,000 options and recorded stock option expense of $109,975 and $49,760, ~~and $646,~~ respectively. ~~A total of 45,000~~The aggregate fair value of the options ~~granted~~issued during ~~this period~~the three months ended March 31, 2023 was $65,817. The vesting schedule for 50,000 options issued to an officer in January 2023 is as follows: one third vests after two years, and two thirds vest in equal installments over the succeeding two-year period. With the exception of 50,000 options issued in January 2023, all options were granted at a price of $0.01 per share, which represents a price that may be deemed to be below the market value per share of the Company’s common stock as defined by the Plan.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

The following table summarizes the stock options outstanding as of March 31, ~~2022:~~2023:

	Number of options		Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)		Number of options		Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)
Outstanding at December 31, 2021		706,175	$	0.01		6.6
Outstanding at December 31, 2022								538,842	$	0.06		6.8
Granted		45,000		0.01		9.8		50,000		1.32		9.9
Exercised		-		-		-		-		-		-
Forfeited / cancelled / expired		-		-		-		-		-		-
Outstanding at March 31, 2022		751,175	$	0.01		6.5
Exercisable at March 31, 2022		704,508	$	0.01		6.3
Outstanding at March 31, 2023								588,842	$	0.16		6.9
Exercisable at March 31, 2023								390,509	$	0.03		5.6

As of March 31, ~~2022,~~2023, there were ~~751,175~~538,842 “in-the-money” options with an aggregate intrinsic value of ~~$2,621,601.~~$508,954. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on March 31, ~~2022.~~2023.

F-23

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

The following table summarizes information concerning options outstanding as of March 31, ~~2022.~~2023.

Strike Price Range ($)	Strike Price Range ($)	Outstanding stock options		Weighted average remaining contractual term (in years)		Weighted average outstanding strike price		Vested stock options		Weighted average vested strike price		Strike Price Range ($)	Outstanding stock options		Weighted average remaining contractual term (in years)		Weighted average outstanding strike price		Vested stock options		Weighted average vested strike price
$	0.01		519,675		5.7	$	0.01		519,675	$	0.01	1.32		50,000		9.9	$	1.32		-	$	-
$	0.01		136,500		7.8	$	0.01		136,500	$	0.01	0.01		288,675		4.9	$	0.01		288,675	$	0.01
$	0.01		50,000		8.8	$	0.01		33,333	$	0.01	0.01		13,500		7.0	$	0.01		13,500	$	0.01
$	0.01		45,000		9.8	$	0.01		15,000	$	0.01	0.01		50,000		8.0	$	0.01		50,000	$	0.01
$												0.01 - 0.50		186,667		8.8	$	0.14		38,334	$	0.22

The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.

Stock option assumptions	March 31, 2022			March 31, 2021			March 31, 2023			March 31, 2022
Risk-free interest rate		1.55 – 1.76	%		0.26 – 1.40	%		1.40-3.98	%		1.55-1.76	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected volatility		245.51	%		16.03 – 273.98	%		223.05-249.77	%		245.51	%
Expected life of options (in years)		6.5			6.5			6.5-7			6.5

NOTE 8 – RELATED PARTY TRANSACTIONS

See Note 5 for information regarding ~~the promissory notes issued to Metrolina, a significant stockholder, and~~ the revolving promissory note issued to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive ~~officer.~~officer, and the revolving promissory note issued to NAV Real Estate, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse.

In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company paid $36,000 of rent expense to 136 Main Street LLC.

On September 1, 2022, the Company entered into a consulting agreement with Gvest Real Estate Capital, LLC for development consulting and management services related to several upcoming mobile home community development projects at the Sunnyland and Raeford properties and assistance with major capital improvement projects at existing communities. The consulting agreement is $8,000 per month and is on a month-to-month term. During the three months ended March 31, 2023, the Company paid $8,000 for development consulting services to Gvest Real Estate Capital LLC.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH~~On April 1, 2022, the Company entered into an agreement with Gvest Capital LLC, an entity whose sole owner is Raymond M. Gee, and its employee Michael P. Kelly, a significant beneficial stockholder, whereby the Company pays a fee per completed acquisition and a monthly retainer fee to Mr. Kelly for legal services in connection with acquisitions and other operating matters. During the three and three months ended March 31, ~~2022 AND 2021~~2023, the company paid Mr. Kelly $25,000.

~~(UNAUDITED)~~

During the three months ended March 31, 2023, Raymond M. Gee received fees totaling $245,000 for his personal guaranty on certain promissory notes relating to the acquisition and refinancing of mobile home communities owned by the Company, in relation to the Merritt Place MHP and County Aire MHP acquisitions paid at closing. During the three months ended March 31, 2022, Raymond M. Gee received fees totaling $450,000 for his personal guaranty on certain promissory notes relating to the acquisitions of mobile home communities owned by the Company, including $250,000 in relation to the Asheboro and Morganton acquisitions which were accrued for at December 31, 2021 and paid in January 2022. ~~During~~The Company also accrued a $1,000,000 guaranty fee owed to Raymond M. Gee, during the ~~three months~~year ended ~~March~~December 31, ~~2021, Mr. Gee received no fees~~2022 for his personal ~~guaranty.~~guaranty of the KeyBank $62,000,000 portfolio refinance made up of several loans to be paid at a later date which is still outstanding and unpaid as of March 31, 2023.

See Note 2 for information regarding related party VIEs.

F-24

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

NOTE 9 – SUBSEQUENT EVENTS

Additional Closings of Regulation A Offering

Subsequent to March 31, ~~2022, we~~2023, the Company sold an aggregate of ~~1,380~~1,434 shares of Series C Preferred Stock in additional closings of this offering for total gross proceeds of ~~$1,380,000.~~$1,433,750. After deducting a placement fee, wethe Company received net proceeds of approximately ~~$1,286,850.~~$1,336,972.

New Offering

On April 10, 2023, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 75,000 shares of its preferred stock as Series D Cumulative Redeemable Preferred Stock. The Company filed this designation in anticipation of the launching of a new offering under Regulation D of the Securities Act.

~~York Purchase and Sale Agreement~~Palm Shadows Acquisition

On ~~November 2, 2021, Bull Creek~~March 28, 2023, MHP Pursuits assigned its rights and obligations in the Palm Shadows Purchase Agreement to the Company’s newly formed wholly owned subsidiary Palm Shadows MHP LLC, a ~~VIE, entered into a purchase~~Texas limited liability company (“Palm Shadows MHP”) (the “Palm Shadows Assignment”). On April 14, 2023, closing of the Palm Shadows Purchase Agreement was completed and ~~sale agreement with Rachel Holler for~~Palm Shadows MHP purchased the ~~purchase of 150 acres of undeveloped~~ land, land improvement, and ~~a mobile home community with 60 sites on approximately 10 acres in York, South Carolina~~buildings for a total purchase price of ~~$2,200,000. As~~$10,500,000. The Palm Shadows Purchase Agreement also contains additional covenants, representations, and warranties that are customary of ~~the date of this report, acquisition of this community has not occurred.~~real estate purchase and sale agreements.

~~Spaulding Purchase and Sale Agreement~~

~~On January 19, 2022, MHP Pursuits LLC entered into a purchase and sale agreement~~In connection with ~~Spaulding Enterprises, Inc. for~~ the ~~purchase of a manufactured housing community located in Brunswick, Georgia consisting of 72 sites and 28 homes on approximately 17 acres for a total purchase price of $2,000,000. As~~closing of the ~~date of this report, acquisition of this community has not yet occurred.~~

~~Clyde Purchase and Sale Agreement~~

~~On February 10,~~Palm Shadows Property, on April 12, 2022, Palm Shadows MHP Pursuits LLC entered into a purchase and sale agreement with Harold and Brenda Allen for the purchase of a manufactured housing community located in Clyde, North Carolina, a part of the Asheville Metropolitan Statistical Area, consisting of 51 sites and 51 homes on approximately 9 acres for a total purchase price of $3,050,000. As of the date of this report, acquisition of this community has not yet occurred.

~~Solid Rock Purchase and Sale Agreement~~

On February 25, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with K10 Enterprises LLC for the purchase of a manufactured housing community located in Leesville, South Carolina, consisting of 39 sites and homes on approximately 11 acres for a total purchase price of $1,700,000. As of the date of this report, acquisition of this community has not yet occurred.

~~MANUFACTURED HOUSING PROPERTIES INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~MARCH 31, 2022 AND 2021~~

~~(UNAUDITED)~~

~~Resaca Portfolio Purchase and Sale Agreement~~

On April 1, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with William Darryl Edwards for the purchase of three manufactured housing communities located in Murray County, Georgia, consisting of 91 sites on approximately 79 acres for a total purchase price of $4,488,000. As of the date of this report, acquisition of this community has not yet occurred.

~~Country Estates Purchase and Sale Agreement~~

On April 5, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Ted Brown for the purchase of a manufactured housing community located in Cameron, North Carolina, consisting of 63 sites on approximately 86 acres for a total purchase price of $2,050,000. As of the date of this report, acquisition of this community has not yet occurred.

~~Stock Option Grant~~

~~On April 11, 2022, the Company issued 100,000 stock options to a key employee pursuant to the Stock Compensation Plan administered by the Compensation Committee.~~

~~Charlotte 3 Park (Dixie, Driftwood, and Meadowbook) Refinance and Gvest Revolving Promissory Note Repayment~~

~~On April 14, 2022, Charlotte 3 Park MHP LLC~~ entered into a loan agreement (the “Palm Shadows Loan Agreement”) with ~~Townebank~~Five Star Bank for a loan in the principal amount of ~~$3,158,400~~$7,350,000 and issued a promissory note to the lender infor the same amount. The funds from the loan were used on April 15, 2022 to pay off the $850,000 revolving promissory note outstanding principal balance and accrued interest of $19,979 due to Gvest Real Estate Capital LLC.amount (the “Palm Shadows Note”).

The ~~Townebank note bears~~loan is interest ~~at 4.25% per annum with payments to begin May 1, 2022 and matures on October 1, 2028. Payment~~only for the first ~~eighteen (18)~~twelve months. Interest on the disbursed and unpaid principal balance accrues at a rate of 7.030% per annum for the first sixty months, and for the remainder of the term, ofinterest on the ~~note shall be interest-only~~disbursed and unpaid principal balance accrues based on the ~~principal outstanding,~~Daily Treasury Yield Curve on United States Treasury Securities plus a margin of 3.00% per annum adjusted for minimum and maximum rate limitations on the loan, resulting in an initial rate of $7.03%. Interest is calculated on the basis of a 360-day year and the actual number of calendar days inelapsed. Interest-only payments will begin on May 12, 2023 and continue monthly until May 12, 2024, at which point the ~~period, and daily interest rate. Thereafter,~~monthly payment consisting of principal and interest ~~shall~~will be ~~due and payable based~~$39,982 per month until maturity on ~~a twenty (20) year amortization schedule. Charlotte 3 Park~~May 12, 2033. Palm Shadows MHP ~~LLC~~ may prepay the ~~note~~Palm Shadows Note in part or in full ~~subject to~~at any time if they pay a prepayment ~~penalties set out in the loan agreement if repaid before May 1, 2027 and without penalty if repaid on or subsequent to that date.~~fee.

The ~~Townebank loan~~Palm Shadows Note is secured by a ~~first-priority~~first priority security interest in the ~~land at the Dixie, Driftwood, and Meadowbrook communities and lot rent due under all leases at these communities~~Palm Shadows Property pursuant to a deed of trust (the “Palm Shadow Deed”), an assignment of rents (the “Palm Shadows Assignment of Rents”) and is guaranteed by the Company (the “Corporate Guaranty”) and Raymond M. Gee.

The ~~loan agreement~~Palm Shadows Loan Agreement and ~~note~~Palm Shadows Note contain customary financial and other covenants and events of default for a loan of its type.

~~North Carolina Core 3 Park Portfolio Purchase and Sale Agreement~~

On May 16, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Statesville Estates MHC LLC, North Side MHC LLC, and Timber View LLC for the purchase of three manufactured housing communities located in Statesville, North Carolina, Thomasville, North Carolina, and Trinity, North Carolina, respectively, consisting of 122 sites on approximately 74 acres for a total purchase price of $5,350,000. As of the date of this report, acquisition of this community has not yet occurred.

F-25

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and the “Company” refer to Manufactured Housing Properties Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities, or VIEs.

Special Note Regarding Forward Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended ~~or the Securities Act,~~(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended ~~or the Exchange Act,~~(the “Exchange Act”), which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

The specific discussions herein about our company include financial projections and future estimates and expectations about our company’s business. The projections, estimates and expectations are presented in this report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management’s own assessment of our business, the industry in which we operate and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Overview

We are a self-administered, self-managed, vertically integrated owner and operator of manufactured housing communities. We earn income from leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities.

~~We own~~As of March 31, 2023, we owned and ~~operate forty-six~~operated 57 manufactured housing communities containing approximately ~~2,195~~2,723 developed sites and ~~1,142~~1,410 company-owned, manufactured homes. Our communities are located in Georgia, North Carolina, South Carolina and Tennessee.

As of March 31, ~~2022,~~2023, our portfolio of manufactured housing properties consisted of the following:

●

Pecan Grove – aan 82 lot, all-age community situated on 10.71 acres and located in Charlotte, North Carolina.

●

Azalea Hills – a 4139 lot, all-age community situated on 7.46 acres and located in Gastonia, North Carolina, a suburb of Charlotte, North Carolina.

●

Holly Faye – a 35 lot all-age community situated on 8.01 acres and located in Gastonia, North Carolina, a suburb of Charlotte North Carolina.

●

Lakeview – aan 84 lot all-age community situated on 17.26 acres in Spartanburg, South Carolina.

●

Chatham Pines – a 49 lot all-age community situated on 23.57 acres and located in Chapel Hill, North Carolina.

●

Maple Hills – a 74 lot all-age community situated on 21.20 acres and located in Mills River, North Carolina, which is part of the Asheville, North Carolina, Metropolitan Statistical Area.

	●	*Hunt Club Forest* – a 7978 lot all-age community situated on 13.02 acres and located in the Columbia, South Carolina metro area.

	●	*B&D* – a 9596 lot all-age community situated on 17.75 acres and located in Chester, South Carolina.

	●	*Crestview* – a 113 lot all age community situated on 17.1 acres and located in the Asheville, North Carolina, Metropolitan Statistical Area.

	●	*Springlake* – three all-age communities with ~~224~~221 lots situated on 72.7 acres and located in Warner Robins, Georgia.

	●	*ARC* – five all-age communities with 180 lots situated on 39.34 acres and located in Lexington, South Carolina.

	●	*Countryside* – a 110 lot all-age community situated on 35 acres and located in Lancaster, North Carolina.

	●	*Evergreen* – a 65 lot all-age community situated on 28.4 acres and located in Dandridge, Tennessee.

	●	*Golden Isles* – a ~~113~~107 lots all-age community situated on 16.76 acres and located in Brunswick, Georgia.

	●	*Anderson* – ten all-age communities with 178 lots situated on 50 acres and located in Anderson, South Carolina.

	●	*Capital View* – a 32 lot all-age community situated on 9.84 acres and located in Gaston, South Carolina.

	●	*Hidden Oaks* - a 44 lot all-age community situated on 8.96 acres and located in West Columbia, South Carolina.

	●	*North Raleigh –* five all-age communities with ~~137~~138 lots situated on 135 acres and located in Franklin and Granville Counties, North Carolina.

	●	*Dixie –* a 37 lot all-age community situated on 3.43 acres and located in Kings Mountain, North Carolina.

	●	*Driftwood –* a 26 lot all-age community situated on 34.92 acres and located in Charlotte, North Carolina.

	●	*Meadowbrook –* a 94 lot all-age community situated on 40.1 acres and located in York, South Carolina.

	●	*Morganton* – a 61 lot all-age community situated on 31.29 acres and located in Morganton, North Carolina.

	●	*Asheboro* – aan 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina.

	●	*Sunnyland –* a 7372 lot all-age community situated on 18.57 acres and an adjacent parcel of 15 acres of undeveloped land both located in Byron, Georgia.

	●	*Warrenville –* two all-age communities with 85 lots situated on 45 acres and located in Warrenville, South Carolina.

	●	*Lake Village (fka Spaulding) –* a 73 lot all-age community situated on 17 acres and located in Brunswick, Georgia.

	●	*Solid Rock –* a 39 lot all-age community situated on 11 acres and located in Leesville, South Carolina.

	●	*Red Fox –* a 52 lot all-age community situated on 9 acres and located in Clyde, North Carolina.

	●	*Statesville –* a 44 lot all age community situated on 12.86 acres and located in Statesville, North Carolina.

	●	*Timberview* – a 55 lot all age community situated on 50 acres and located in Trinity, North Carolina.

	●	*Glynn Acres –* a 21 lot all age community situated on 2.9 acres and located in Brunswick, Georgia.

	●	*Cooley’s (aka Wake Forest 2) –* a 44 lot all age community situated on 16 acres and located in Youngsville, North Carolina.

	●	*Country Road (aka Wake Forest 2)* – a 72 lot all age community situated on 27 acres and located in Franklinton, North Carolina.

	●	*Mobile Cottage –* a 23 lot all age community situated on 13 acres and located in Morganton, North Carolina.

	●	*Merritt Place –* a 39 lot all age community situated on 13 acres and located in Morganton, North Carolina.

	●	*Country Aire –* a 105 lot all age community situated on 21 acres and located in Simpsonville, South Carolina.

Manufactured housing communities are residential developments designed and improved for the placement of detached, single-family manufactured homes that are produced off-site and installed on residential sites within the community. The owner of a manufactured home leases the site on which it is located or the lessee of a manufactured home leases both the home and site on which the home is located.

We believe that manufactured housing is one of the only non-subsidized affordable housing options in the U.S. and that manufactured housing is an economically attractive alternative to traditional single-family and multi-family housing, as it provides a housing alternative that has characteristics of single-family housing (no shared walls, dedicated parking and a yard), yet is more attainable than single-family while being competitively priced to multi-family. Demand for housing affordability continues to increase, but supply of manufactured housing remains virtually static, as there are not many new manufactured housing communities being developed, and many are redeveloped to ~~higher and better uses.~~less affordable options. We are committed to providing this ~~affordable~~attainable housing option and an improved level of service to our residents, while producing an attractive and ~~stable~~ risk adjusted return to our investors.

Recent Developments

Additional Closings of Regulation A Offering

Subsequent to March 31, ~~2022, we~~2023, the Company sold an aggregate of ~~1,380~~1,434 shares of Series C Preferred Stock in additional closings of ~~the Regulation A~~this offering ~~described below~~ for total gross proceeds of ~~$1,380,000.~~$1,433,750. After deducting a placement fee, wethe Company received net proceeds of approximately ~~$1,286,850.~~$1,336,972.

~~Resaca Portfolio Purchase and Sale Agreement~~Palm Shadows Acquisition

~~Country Estates~~On March 28, 2023, MHP Pursuits assigned its rights and obligations in the Palm Shadows Purchase Agreement to the Company’s newly formed wholly owned subsidiary Palm Shadows MHP LLC, a Texas limited liability company (“Palm Shadows MHP”) (the “Palm Shadows Assignment”). On April 14, 2023, closing of the Palm Shadows Purchase Agreement was completed and ~~Sale~~Palm Shadows MHP purchased the land, land improvement, and buildings. The Palm Shadows Purchase Agreement also contains additional covenants, representations, and warranties that are customary of real estate purchase and sale agreements.

~~On April 5, 2022, MHP Pursuits LLC entered into a purchase and sale agreement~~In connection with ~~Ted Brown for~~ the ~~purchase of a manufactured housing community located in Cameron, North Carolina, consisting of 63 sites on approximately 86 acres for a total purchase price of $2,050,000. As~~closing of the ~~date of this report, acquisition of this community has not yet occurred.~~

~~Charlotte 3 Park (Dixie, Driftwood, and Meadowbook) Refinance and Gvest Revolving Promissory Note Repayment~~

OnPalm Shadows Property, on April ~~14,~~12, 2022, ~~Charlotte 3 Park~~Palm Shadows MHP ~~LLC~~ entered into a loan agreement (the “Palm Shadows Loan Agreement”) with ~~Townebank~~Five Star Bank for a loan in the principal amount of ~~$3,158,400~~$7,350,000 and issued a promissory note to the lender infor the same amount. The funds from the loan were used on April 15, 2022 to pay off the $850,000 revolving promissory note outstanding principal balance and accrued interest of $19,979 due to Gvest Real Estate Capital LLC.amount (the “Palm Shadows Note”).

The ~~Townebank note bears~~loan is interest ~~at 4.25% per annum with payments to begin May 1, 2022 and matures on October 1, 2028. Payment~~only for the first ~~eighteen (18)~~twelve months. Interest on the disbursed and unpaid principal balance accrues at a rate of 7.030% per annum for the first sixty months, and for the remainder of the term, ofinterest on the ~~note shall be interest-only~~disbursed and unpaid principal balance accrues based on the ~~principal outstanding,~~Daily Treasury Yield Curve on United States Treasury Securities plus a margin of 3.00% per annum adjusted for minimum and maximum rate limitations on the loan, resulting in an initial rate of $7.03%. Interest is calculated on the basis of a 360-day year and the actual number of calendar days inelapsed. Interest-only payments will begin on May 12, 2023, and continue monthly until May 12, 2024, at which point the ~~period, and daily interest rate. Thereafter,~~monthly payment consisting of principal and interest ~~shall~~will be ~~due and payable based~~$39,982 per month until maturity on ~~a twenty (20) year amortization schedule. Charlotte 3 Park~~May 12, 2033. Palm Shadows MHP ~~LLC~~ may prepay the ~~note~~Palm Shadows Note in part or in full ~~subject to~~at any time if they pay a prepayment ~~penalties set out in the loan agreement if repaid before May 1, 2027 and without penalty if repaid on or subsequent to that date.~~fee.

The ~~loan agreement~~Palm Shadows Loan Agreement and ~~note~~Palm Shadows Note contain customary financial and other covenants and events of default for a loan of its type.

~~North Carolina Core 3 Park Portfolio Purchase and Sale Agreement~~

On May 13, 2022, MHP Pursuits LLC entered into a purchase and sale agreement with Statesville Estates MHC LLC, North Side MHC LLC, and Timber View LLC for the purchase of three manufactured housing communities located in Statesville, North Carolina, Thomasville, North Carolina, and Trinity, North Carolina, respectively, consisting of 122 sites on approximately 74 acres for a total purchase price of $5,350,000. As of the date of this report, acquisition of this community has not yet occurred.

Impact of Coronavirus Pandemic

Some states and cities, including some where the Company’s properties are located, reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate and is what capacity, as well as guidance in response to the pandemic and the need to contain it.

The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. ~~In addition, the Company’s property managers may be limited in their ability to properly maintain the Company’s properties.~~ Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, our business would be materially affected.

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

Results of Operations

Comparison of Three Months Ended March 31, ~~2022~~2023 and ~~2021~~2022

The following table sets forth key components of our results of operations during the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, both in dollars and as a percentage of our revenues.

	Three Months Ended March 31, 2022						Three Months Ended March 31, 2021						Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
	Amount			Percent of Revenues			Amount			Percent of Revenues			Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	3,040,022			99.51	%	$	1,663,681			97.53	%	$	4,145,189			97.36	%	$	3,040,022			99.51	%
Property sales		15,000			0.49	%		42,182			2.47	%
Gross revenues from home sales														112,300			2.64	%		15,000			0.49	%
Total revenues		3,055,022			100.00	%		1,705,863			100.00	%		4,257,489			100.00	%		3,055,022			100.00	%
Community operating expenses
Repair and maintenance		221,019			7.23	%		107,796			6.32	%		275,529			6.47	%		221,019			7.23	%
Real estate taxes		180,829			5.92	%		142,395			8.35	%		201,633			4.74	%		180,829			5.92	%
Utilities		235,895			7.72	%		156,987			9.20	%		306,412			7.20	%		235,895			7.72	%
Insurance		60,298			1.97	%		27,788			1.63	%		104,059			2.44	%		60,928			1.97	%
General and administrative expense		376,196			12.31	%		145,008			8.50	%		708,168			16.63	%		376,196			12.31	%
Total community operating expenses		1,074,237			35.16	%		579,974			34.00	%		1,595,801			37.48	%		1,074,237			35.16	%
Corporate payroll and overhead		909,078			29.76	%		580,734			34.04	%		1,571,454			36.91	%		909,078			29.76	%
Depreciation expense		759,704			24.87	%		441,623			25.89	%		1,023,015			24.03	%		759,704			24.87	%
Interest expense		1,101,693			36.06	%		446,048			26.15	%		2,053,455			48.23	%		1,101,693			36.06	%
Refinancing costs		-			0.00	%		16,675			0.98	%
Cost of home sales														130,806			3.07	%		-			0.00	%
Total expenses		3,844,712			125.85	%		2,065,054			121.06	%		6,374,531			149.73	%		3,844,712			125.85	%
Net loss	$	(789,690	)		(25.84	)%	$	(359,191	)		(21.06	)%	$	(2,117,042	)		(49.73	)%	$	(789,690	)		(25.84	)%
Net loss attributable to non-controlling interest Variable interest entity share of net income (loss)		(159,570	)		(5.22	)%		55,085			3.23	%
Net loss attributable to common shareholders		(630,120	)		(20.63	)%		(414,276	)		(24.29	)%
Variable interest entity share of net loss														(182,466	)		(4.29	)%		(159,570	)		(5.22	)%
Net income (loss) attributable to our company													$	(1,934,576	)		(45.44	)%	$	(630,120	)		(20.63	)%
Preferred stock dividends and put option value accretion		548,210			17.94	%		529,540			31.04	%		537,027			12.61	%		548,210			17.94	%
Net loss attributable to common stockholders	$	(1,178,330	)		(38.57	)%	$	(943,816	)		(55.33	)%	$	(2,471,603	)		(58.05	)%	$	(1,178,330	)		(38.57	)%

Revenues. For the three months ended March 31, ~~2022,~~2023, we earned total revenues of ~~$3,055,022,~~$4,257,489, as compared to ~~$1,705,863~~$3,055,022 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$1,349,159,~~$1,202,467, or ~~79.09%~~39.36%. The increase in revenues between the periods was primarily due to ~~$1,109,834~~$714,255 of rental income from the acquisition of ~~twenty-four~~thirteen manufactured housing communities ~~during 2021 that occurred~~ on or subsequent to March 31, ~~2021.~~2022. The remaining increase was due to ~~occupancy and~~ rental rate increases.

Community Operating Expenses. For the three months ended March 31, ~~2022,~~2023, we incurred total community operating expenses of ~~$1,074,237,~~$1,595,801, as compared to ~~$579,974~~$1,074,237 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$494,263,~~$521,564, or ~~85.22%~~48.55%. The increase in community operating expenses was primarily due to $341,459 of additional expenses associated with the ~~twenty-four~~thirteen properties acquired ~~on or~~during and subsequent to March 31, ~~2021. We incurred additional repairs and maintenance, insurance, and real estate tax expenses and~~2022. This includes a $136,615 increase in payroll as we hired additional on-site maintenance staff at several of our new parks to ~~help us to~~ increase efficiencies and decrease contract labor ~~costs.~~costs, a $36,978 increase in recurring bank service charges related to the KeyBank portfolio refinance agreement the Company entered into on September 1, 2022, a $27,079 increase in repairs and maintenance, a $21,134 increase insurance and a $26,877 increase in utilities. Community operating expenses as a percentage of revenues were 37.48% and 35.16% for the three months ending March 31, 2023 and 2022, respectively.

Corporate Payroll and Overhead Expenses. For the three months ended March 31, ~~2022,~~2023, we incurred corporate payroll and overhead expenses of ~~$909,078,~~$1,571,454, as compared to ~~$580,734~~$909,078 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$328,344,~~$662,376, or ~~56.54%~~72.86%. This increase was primarily due to increased payroll including corporate salaries and benefits expense of ~~$185,015~~$506,111 due to hiring additional personnel to support our future growth, costs incurred related to a new offering of $36,000 and an increase in stock compensation expense of ~~$49,114~~$60,215 due to ~~hiring additional personnel~~issuance of stock options to officers hired to support our ~~growth, approximately $78,000~~growth. Corporate payroll and overhead expenses as a percentage of ~~additional marketing~~revenues were 36.91% and ~~travel expenses,~~29.76% for the three months ending March 31, 2023, and ~~$59,486 of pursuit costs written off in relation to abandoned potential acquisitions.~~2022, respectively.

Depreciation Expense. For the three months ended March 31, ~~2022,~~2023, we recorded depreciation of ~~$759,704,~~our assets totaling $1,023,015, as compared to ~~$441,623~~$759,704 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$318,081~~$263,311, or ~~72.03%~~34.66%. The increase in depreciation was driven by ~~approximately $295,000~~$181,725 related to the ~~acquisition of depreciable~~ assets in ~~twenty-four~~thirteen manufactured housing communities ~~on or~~that were acquired during and subsequent to March 31, ~~2021.~~2022. The remaining increase was due to depreciation of capital improvement projects completed subsequent to March 31, ~~2021,~~2022, such as home renovations and new home installations.

Interest Expense. For the three months ended March 31, ~~2022,~~2023, we incurred interest expense of ~~$1,101,693,~~$2,053,455, as compared to ~~$446,048~~$1,101,693 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$655,645,~~$951,762, or ~~146.99%~~86.39%. The increase was primarily due to ~~$316,990~~$347,437 of interest on additional debt incurred to acquire new properties and ~~new~~ homes ~~on or~~and $80,770 of nine months of interest related to 2022 acquisition debt subsequent to March 31, ~~2021, $81,293 of interest on the related party notes issued during the fourth quarter of 2021 described below, and $135,145 of~~2022. In addition, there was a $269,706 increase in dividends paid to series C preferred stockholders, which are included in interest expense given the liability treatment of the mandatorily redeemable Series C Cumulative Redeemable Preferred Stock. Interest Expense as a percentage of revenues were 48.23% and 36.06% for the three months ending March 31, 2023, and 2022, respectively.

Net Loss. The factors described above resulted in a net loss of $2,117,042, for the three months ended March 31, 2023, as compared to $789,690 for the three months ended March 31, 2022, ~~as compared to $359,191 for the three months ended March 31, 2021, an~~a decrease of $1,327,352, or 168.09%, predominately driven by a 65.80% increase ~~of $430,499, or 119.85%.~~in total expenses, which was partially offset by a 39.36% increase in total revenues.

Liquidity and Capital Resources

Our principal demands for cash are operating and administrative expenses, dividends on our preferred stock, debt service payments, capital expenditures to improve the properties within our portfolio, and community acquisitions.

As of March 31, ~~2022,~~2023, we ~~had~~held cash and cash equivalents of ~~$2,096,699, including~~$5,710,926 and restricted cash of $754,079. In addition to cash generated through operations, we use a variety of sources to fund our cash needs, including acquisitions and sales of properties. We intend to continue to increase our real estate investments. Our business plan includes acquiring communities that yield more than our cost of funds and then investing in physical improvements, including adding rental homes onto otherwise vacant sites. Our ability to continue acquiring communities are dependent on our ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that we will be able to take advantage of such opportunities. The growth of our real estate portfolio depends on the availability of suitable properties which meet our investment criteria and appropriate financing.

~~We will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives.~~$5,222,057. We believe that our current available cash along with anticipated revenues is sufficient to meet our cash needs for the near future. ~~There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all.~~

We plan to meet our short-term liquidity requirements for the next twelve months, generally through available cash, ~~as well as~~ cash provided by operating activities, and with funds available to us under the existing ~~$1.5 million~~two $2,000,000 revolving ~~note~~promissory notes from our officers, described below. Additionally, we have a number of unencumbered homes which are available to be sold to generate liquidity which became available after KeyBank portfolio refinance in 2022.

Proceeds from issuance of Series C Preferred Stock and cash held in escrow with our lenders will fund our capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made.

We have incurred net losses each year since inception and have experienced slightly negative cash flows from operations during the first quarter ended March 31, 2023. We are in an acquisitive, growth stage whereby we have doubled the number of home sites in our portfolio of manufactured housing communities over the past two years. We have incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow. We acquire communities and invest in physical improvements, implement operational efficiencies to cut costs, work to improve occupancy and collections, and increase rents based on each respective market all to stabilize the acquired communities to their full potential.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for the period indicated:

Cash Flow

Three Months Ended
March 31,
2022 2021
Net cash provided by (used in) operating activities $ (101,818 ) $ 946,181
Net cash used in investing activities (2,029,556 ) (307,994 )
Net cash provided by financing activities 2,121,744 672,904
Net increase (decrease) in cash and cash equivalents (9,630 ) 1,311,091
Cash and cash equivalents at beginning of period 2,106,329 1,988,857
Cash and cash equivalent at end of period $ 2,096,699 $ 3,299,948

	Three Months Ended March 31,
	2023			2022
Net cash used in operating activities	$	(500,708	)	$	(101,818	)
Net cash used in investing activities		(3,000,372	)		(2,029,556	)
Net cash provided by financing activities		4,028,448			2,121,744
Net increase (decrease) in cash, cash equivalent and restricted cash		527,368			(9,630	)
Cash, cash equivalents and restricted cash at beginning of period		10,405,615			2,106,329
Cash, cash equivalents and restricted cash at end of period	$	10,932,983		$	2,096,699

Net cash used in operating activities was $500,708 for the three months ended March 31, 2023, as compared to $101,818 for the three months ended March 31, ~~2022, as compared to $946,181 net cash provided by operating activities for~~2022. For the three months ended March 31, ~~2021.~~2023, the net loss of $2,117,042 offset in part by non-cash depreciation expense of $1,023,015 and a decrease in accrued liabilities of $303,477 related to the payment of accrued 2022 employee bonuses, guarantee fees, and accounting fees were the primary drivers of the net cash used in operating activities. For the three months ended March 31, 2022, the net loss of $789,690 and decrease in accrued liabilities of $728,086 related to the payment of accrued 2021 employee bonuses, guarantee fees, and real estate taxes in January 2022, offset by depreciation in the amount of $759,704, amortization of debt issuance costs in the amount of $162,328, and a decrease in other assets of $269,602 were the primary drivers of the net cash used in operating activities. For the three months ended March 31, 2021, the net loss of $359,191, offset by depreciation in the amount of $441,623 and an increase in accrued liabilities in the amount of $1,162,968 due to accruing for real estate taxes and the acquisition of Golden Isles, a decrease in accounts payable in the amount of $706,920, and an increase in other assets in the amount of $257,635 were the primary drivers of the net cash provided by operating activities.

Net cash used in investing activities was $3,000,372 for the three months ended March 31, 2023, as compared to $2,029,556 for the three months ended March 31, ~~2022, as compared to $307,994~~2022. Net cash used in investing activities for the three months ended March 31, ~~2021.~~2023, consisted of capital improvements of $446,055, payment of related acquisition costs of $107,832 and advanced pursuit costs and deposits for potential deals of $231,141, purchases of investment properties in the amount of $2,570,000 and offset by proceeds received from sale of homes of $112,300. Net cash used in investing activities for the three months ended March 31, 2022, consisted of purchase of investment properties in the amount of $1,050,000 and payment of related acquisition costs of $163,578, as well as cash paid for capital improvements in the amount of $764,907 and cash paid for advanced pursuit costs and deposits of $66,071. ~~Net cash used in investing activities for the three months ended March 31, 2021 consisted of capital improvements in the amount of $307,994.~~

Net cash provided by financing activities was $4,028,448 for the three months ended March 31, 2023, as compared to $2,121,744 for the three months ended March 31, ~~2022, as compared to $672,904~~2022. For the three months ended March 31, 2023, net cash provided by financing activities ~~for~~consisted primarily of proceeds from issuance of preferred stock of $3,874,917 and proceeds received from the ~~three months ended March 31, 2021.~~related payment of lines of credit of $1,329,417, offset by the payment of debt costs and Series C Preferred Stock costs of $636,614. For the three months ended March 31, 2022, net cash provided by financing activities consisted primarily of proceeds from issuance of preferred stock of $4,289,444 and proceeds from related party line of credit of $700,000, offset by repayment of notes payable of ~~$199,464,~~$1,699,464, payment of mortgage costs and financing costs recorded as debt discount of $847,499, and Series A and Series B Preferred Stock dividends of $242,785. The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. This community was subsequently refinanced on April 14, 2022. For the three months ended March 31, 2021, net cash provided by financing activities consisted primarily of Series A and Series B Preferred Stock dividends of $225,576 and payment of mortgage costs recorded as debt discount of $121,375, offset by proceeds from issuance of preferred stock of $1,087,485.

~~Current~~ Regulation A Offering

On June 11, 2021, we launched a new offering under Regulation A of Section 3(6) of the Securities Act for Tier 2 offerings, pursuant to which we are offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of ~~$47 million.~~$47,000,000 (the “Regulation A Offering”).

During the three months ended March 31, ~~2022, the Company~~2023, we sold an aggregate of ~~4,293~~3,875 shares of Series C Preferred Stock for total gross proceeds of ~~$4,289,444.~~$3,874,917. After deducting a placement fee and ~~other expenses, the Company~~broker dealer commissions, we received net proceeds of ~~$4,004,110.~~$3,613,371. In addition to the placement fee and broker dealer commissions, we capitalized an additional $29,326 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

Promissory Notes

~~The Company has~~We have issued promissory notes payable to lenders related to the acquisition of ~~its~~our manufactured housing communities and mobile homes. The interest rates on ~~these~~outstanding promissory notes range from ~~3.250%~~4% to ~~5.875%~~8% with 5 to 30 years principal amortization. Three of the promissory notes had an initial 12 month, six have an initial 24 month, six have an initial 36 month, one has an initial 60 month, and one promissory note has a 180-month period of interest only payments. The promissory notes are secured by the real estate assets and ~~twenty notes~~thirty-three loans totaling ~~$43,602,376~~$80,752,977 are guaranteed by Raymond M. Gee.

Maturity
Date Interest
Rate Balance
March 31,
2022 Balance
December 31,
2021
Pecan Grove MHP LLC 02/22/29 5.250 % $ 2,951,049 $ 2,969,250
Azalea MHP LLC 03/01/29 5.400 % 813,683 790,481
Holly Faye MHP LLC 03/01/29 5.400 % 549,485 579,825
Chatham MHP LLC 04/01/24 5.875 % 1,689,459 1,698,800
Lakeview MHP LLC 03/01/29 5.400 % 1,796,163 1,805,569
B&D MHP LLC 05/02/29 5.500 % 1,765,818 1,779,439
Hunt Club MHP LLC 01/01/33 3.430 % 2,386,572 2,398,689
Crestview MHP LLC 12/31/30 3.250 % 4,649,631 4,682,508
Maple Hills MHP LLC 12/01/30 3.250 % 2,324,815 2,341,254
Springlake MHP LLC 12/10/26 4.750 % 4,016,250 4,016,250
ARC MHP LLC 01/01/30 5.500 % 3,790,188 3,809,742
Countryside MHP LLC 03/20/50 5.500 % 1,675,929 1,684,100
Evergreen MHP LLC 04/01/32 3.990 % 1,109,917 1,115,261
Golden Isles MHP LLC 03/31/26 4.000 % 787,500 787,500
Anderson MHP LLC* 07/10/26 5.210 % 2,153,807 2,153,807
Capital View MHP LLC* 09/10/26 5.390 % 817,064 817,064
Hidden Oaks MHP LLC* 09/10/26 5.330 % 823,440 823,440
North Raleigh MHP LLC 11/01/26 4.750 % 5,276,246 5,304,409
Charlotte 3 Park MHP LLC (Dixie, Driftwood, Meadowbrook)⁽¹⁾ 03/01/22 5.000 % - 1,500,000
Carolinas 4 MHP LLC (Asheboro, Morganton)* 01/10/27 5.300 % 3,105,070 3,105,070
Sunnyland MHP LLC* 02/10/27 5.370 % 1,123,980 -
Warrenville MHP LLC* 03/10/27 5.590 % 1,218,870 -
Gvest Finance LLC (B&D homes) 05/01/24 5.000 % 644,510 657,357
Gvest Finance LLC (Countryside homes) 03/20/50 5.500 % 1,281,595 1,287,843
Gvest Finance LLC (Golden Isles homes) 03/31/36 4.000 % 787,500 787,500
Gvest Anderson Homes LLC* 07/10/26 5.210 % 2,006,193 2,006,193
Gvest Capital View Homes LLC* 09/10/26 5.390 % 342,936 342,936
Gvest Hidden Oaks Homes LLC* 09/10/26 5.330 % 416,560 416,560
Gvest Carolinas 4 Homes LLC (Asheboro, Morganton)* 01/10/27 5.300 % 1,294,930 1,294,930
Gvest Sunnyland Homes LLC* 02/10/27 5.370 % 636,020 -
Gvest Warrenville Homes LLC* 03/10/27 5.590 % 1,221,130 -
Total Notes Payable 53,456,310 50,955,777
Discount Direct Lender Fees �� (2,229,776 ) (2,064,294 )
Total Net of Discount $ 51,226,534 $ 48,891,483

	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance March 31, 2023			Balance December 31, 2022
Pecan Grove MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60	$	4,489,000.00		$	4,489,000
Azalea MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,830,000			1,830,000
Holly Faye MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,608,000			1,608,000
Chatham MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		2,263,000			2,263,000
Lakeview MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		3,229,000			3,229,000
B&D MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		2,887,000			2,887,000
Hunt Club MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		2,756,000			2,756,000
Crestview MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		4,625,000			4,625,000
Maple Hills MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		2,570,000			2,570,000
Springlake MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		6,590,000			6,590,000
ARC MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		3,687,000			3,687,000
Countryside MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		4,343,000			4,343,000
Evergreen MHP LLC ⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		2,604,000			2,604,000
Golden Isles MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,987,000			1,987,000
Anderson MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		5,118,000			5,118,000
Capital View MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		829,000			829,000
Hidden Oaks MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		764,000			764,000
North Raleigh MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		5,279,000			5,279,000
Charlotte 3 Park MHP LLC (Dixie) ^(1)(2)(3)	9/1/2032		4.870	%		60		485,000			485,000
Charlotte 3 Park MHP LLC (Driftwood) ⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		274,000			274,000
Carolinas 4 MHP LLC (Asheboro) ⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,374,000			1,374,000
Carolinas 4 MHP LLC (Morganton) ⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,352,000			1,352,000
Sunnyland MHP LLC⁽¹⁾⁽²⁾	9/1/2032		4.870	%		60		1,057,000			1,057,000
Warrenville MHP LLC⁽¹⁾	3/10/2027		5.590	%		36		1,218,870			1,218,870
Spaulding MHP LLC	7/22/2043		WSJ Prime + 1	%		12		1,600,000			1,600,000
Solid Rock MHP LLC	6/30/2032		5.000	%		12		925,000			925,000
Red Fox MHP LLC	8/1/2032		5.250	%		24		2,250,000			2,250,000
Statesville MHP LLC – land⁽¹⁾	9/13/2025		SOFR + 2.35	%		36		1,519,925			1,519,925
Timberview MHP LLC – land⁽¹⁾	9/13/2025		SOFR + 2.35	%		36		1,418,075			1,418,075
Northview MHP LLC - land (Seller Finance)	9/15/2027		6.000	%		60		792,654			792,654
Statesville, Northview, Timberview MHP LLC - homes (Seller Finance)	9/15/2027		6.000	%		60		407,345			407,345
Glynn Acres MHP LLC	11/1/2042		6.000	%		0		892,150			898,052
Wake Forest MHP LLC (Cooley’s Country road)⁽¹⁾	12/10/2027		7.390	%		36		3,038,914			3,038,914
Mobile Cottage MHP LLC	12/20/2027		5.000	%		30		400,000			400,000
Gvest Finance LLC (B&D homes)	5/1/2024		5.000	%		-		604,757			614,809
Gvest Finance LLC (Golden Isles homes)	3/31/2031		4.000	%		120		684,220			684,220
Warrenville Gvest Homes LLC⁽¹⁾	3/10/2027		5.590	%		36		1,221,130			1,221,130
Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home)⁽¹⁾	12/10/2027		7.390	%		36		561,086			561,086
Merritt Place MHP LLC	1/25/2024		WSJ Prime + 1	%		12		1,680,000			-
Country Aire MHP LLC⁽¹⁾	9/13/2025		SOFR + 2.35	%		36		3,500,000			-
Total Notes Payable							$	84,714,126		$	79,550,080
Discount Direct Lender Fees								(3,772,073	)		(3,666,214	)
Total Net of Discount							$	80,942,053		$	75,883,866

⁽¹⁾	~~The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022. This community was refinanced on April 14, 2022 with a different lender. See Subsequent Event Note 9.~~

*	The notes indicated above are subject to certain financial covenants.

⁽²⁾

On September 1, 2022, we, through our wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, promissory note issued to Metrolina Loan Holdings, LLC for $1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. We may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by us and Raymond M. Gee. We capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

(3)

We repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022, and recognized refinancing cost expense totaling $15,751. This community was refinanced on April 14, 2022, with a different lender and the Company capitalized $258,023 of debt issuance costs related to the new note.

Lines of Credit – Variable Interest Entities

Facility		Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance March 31, 2022			Balance December 31, 2021			Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance March 31, 2023			Balance December 31, 2022
Occupied Home Facility¹		Gvest Homes I LLC	ARC, Crestview, Maple	01/01/30	8.375%	$	20,000,000	$	2,507,435		$	2,517,620
Occupied Home Facility⁽¹⁾														Gvest Homes I LLC	ARC, Crestview, Maple, Countryside	01/01/30	8.375%	$	20,000,000	$	3,755,107		$	2,424,896
Multi-Community Rental Home Facility		Gvest Finance LLC	ARC	12/17/31	Greater of 3.25% or Prime, + 375 bps	$	4,000,000	$	819,376		$	838,000		Gvest Finance LLC	ARC, Golden Isles, Springlake,	Various ⁽²⁾	Greater of 3.25% or Prime, + 375 bps	$	5,000,000	$	2,490,623		$	2,561,380
Multi-Community Floorplan Home Facility^{(1), (2)}		Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview	Various⁽³⁾	LIBOR + 6 – 8% based on days outstanding	$	2,000,000	$	1,528,669		$	1,104,255
Springlake Home Facility⁽²⁾		Gvest Finance LLC	Springlake	12/10/26	6.75%	$	3,300,000	$	1,892,482		$	1,892,481
Multi-Community Floorplan Home Facility														Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook	Various ⁽²⁾	LIBOR + 6 – 8% based on days outstanding	$	4,000,000	$	1,585,065		$	1,383,043
Total Lines of Credit - VIEs	Total Lines of Credit - VIEs							$	6,747,962		$	6,352,356								$	7,830,795		$	6,369,319
Discount Direct Lender Fees	Discount Direct Lender Fees							$	(166,504	)	$	(151,749	)							$	(205,877	)	$	(160,372	)
Total Net of Discount	Total Net of Discount							$	6,581,458		$	6,200,607								$	7,624,918		$	6,208,947

(1)

~~(1)~~

(2)

~~(2)~~

~~(3)~~

Metrolina Promissory Note

On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC, ~~(“Metrolina”),~~ a significant stockholder, in the principal amount of $1,500,000. On September 2, 2022, the Company repaid the full outstanding balance of the loan with proceeds from the KeyBank portfolio refinance. The note ~~bears~~bore interest at a rate of 18% per annum and ~~matures~~was set to mature on April 1, 2023. During the first six months of the note, any prepayment would require the Company to pay a yield maintenance fee equal to six months of interest. Thereafter, the loan may be prepaid at any time without penalty or fee. The note iswas guaranteed by Raymond M. Gee. As of March 31, ~~2022~~2023, and December 31, ~~2021, the~~2022, there was no outstanding balance on this ~~note was $1,500,000.~~note. During the three months ended March 31, 2022, ~~and 2021,~~ interest expense ~~totaled $66,575 and $0, respectively.~~

~~Raymond M. Gee Revolving Promissory Note~~

On October 1, 2017, the Company issued a revolving promissory note to Raymond M. Gee, pursuant to which the Company could borrow up to $1,500,000 from Mr. Gee on a revolving basis for working capital purposes. In September 2020, the Company paid off the full balance; however, the line of credit remained available to the Company until itrecognized was ~~cancelled in December 2021. As of March 31, 2022 and December 31, 2021, the outstanding balance on this note was $0.~~$66,575.

Gvest Revolving Promissory Note

On December 27, 2021, ~~the Company~~we issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, ~~the Company’s~~our chairman and chief executive officer, pursuant to which ~~the Company~~we may borrow up to $1,500,000 on a revolving basis for working capital or acquisition purposes. OnThere was no balance outstanding on this note as of March 31, 2023. As of March 31, 2023 and December 31, 2022, there was no outstanding balance on this note. This note had a five-year term and was interest-only based on a 15% annual rate through the ~~same~~maturity date ~~the Company borrowed $150,000.~~and was unsecured. During the three months ended March 31, 2022, interest expense recognized was $14,718.

NAV Real Estate LLC Promissory Note

On June 29, 2022, we issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, our chief investment officer, and his spouse, pursuant to which we may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On the ~~Company~~same date, we borrowed ~~an additional $700,000.~~$2,000,000. As of March 31, ~~2022~~2023, and December 31, ~~2021,~~2022, the outstanding principal balance on this note was ~~$850,000 and $150,000, respectively.~~$2,000,000. This note has a five-year term and is interest-only based on ana 15% annual rate through the maturity date and is unsecured. During the three months ended March 31, ~~2022 and 2021,~~2023, interest expense totaled ~~$14,718 and $0, respectively. The outstanding principal and accrued interest balance on this note was repaid on April 15, 2022.~~$75,000.

Off-Balance Sheet Arrangements

As of March 31, ~~2022,~~2023, we had no off-balance sheet arrangements.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of ~~these~~the unaudited condensed consolidated financial statements requires our management to make estimates and ~~judgments~~assumptions that affect the reported amounts of assets, ~~and~~ liabilities, revenues and expenses, and related disclosure of contingent assets and ~~liabilities at~~liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the ~~date of our unaudited condensed consolidated financial statements.~~circumstances. Actual results may differ from these ~~estimates under different assumptions or conditions.~~estimates.

~~Critical~~For a description of the accounting policies ~~are defined as those~~ that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and ~~potentially~~which could, ~~result~~if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in ~~materially different results under different assumptions and conditions. Management believes~~our Annual Report on Form 10-K for the ~~following critical accounting policies are affected by our more significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.~~

~~Revenue Recognition~~ Mobile home rental and related income is generated from lease agreements for our sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

Under ASC 842, we must assess on an individual lease basis whether it is probable that we will collect the future lease payments. We consider the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, we write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

~~Our revenues primarily consist of rental revenues and tenant fee income. We have the following revenue sources and revenue recognition policies:~~

●

~~Rental revenues include revenues from the leasing land lot or a combination of both, the mobile home and land at our properties to tenants.~~

●

Revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

●

Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. Our leases are month-to-month.

~~Acquisitions~~. We account for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocate the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements and rental homes. We allocate the purchase price of an acquired property generally determined by internal evaluation as well as third-party appraisal of the property obtained in conjunctionfiscal year ended December 31, 2022 filed with the ~~purchase.~~

~~Variable Interest Entities~~~~. In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned~~Securities and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Home LLC and Gvest Warrenville Homes LLC, which are wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for debt service plus 5% of the debt service payment.

A company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance applicable GAAP.

~~Investment Property and Equipment and Depreciation~~~~. Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally~~Exchange Commission on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

~~Impairment Policy~~. We apply FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. After the date we determine a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three months ended March ~~31, 2022 and 2021.~~ 29, 2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, ~~2022.~~2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that, because of the material weaknesses described in Item 9A “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 and further referenced below, which, due to employee turnover, we are still in the process of remediating as of March 31, ~~2022,~~2023, our disclosure controls and procedures were not effective.

During its evaluation of the effectiveness of our internal control over financial reporting as of March 31, ~~2022,~~2023, our management identified the following material weaknesses:

●

We lack proper segregation of duties due to the limited number of employees within the accounting department.

●

We lack effective closing procedures.

To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

To cure the foregoing material weakness, we have taken or plan to take the following remediation measures:

●

In addition to new hires in 2022, during the first quarter ended March 31, 2023, we hired an accounts payable manager and a senior SEC reporting analyst who both assist with the functions of the accounting department. Additionally, on January 16, 2023, Vira Turchinyak was appointed to the position of Chief Financial Officer who brings 11 years of experience serving public companies in the real estate industry. These hires have led to more segregation of duties and levels of review in our day-to-day accounting functions, reporting, and closing procedures which historically have been material weaknesses for us in internal controls.

●

We have added and plan to continue to add additional employees to assist in the financial closing procedures.

●

As necessary, we will continue to engage consultants or outside accounting firms to ensure proper accounting for our consolidated financial statements.

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

Changes in Internal Controls Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

~~There~~Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the first quarter of fiscal year ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL ~~PROCEEDINGS~~PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK ~~FACTORS~~FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS~~PROCEEDS.

~~We have not~~On March 7, 2023, the Company completed an additional closing of the Regulation A Offering, pursuant to which the Company sold ~~any equity securities during~~an aggregate of 547 shares of Series C Preferred Stock for total gross proceeds of $547,000. After deducting the ~~three months ended~~Dealer Manager’s fees, the Company received net proceeds of approximately $510,478.

On March ~~31, 2022 that were not previously disclosed in a current report on Form 8-K that was filed during~~21, 2023, the ~~quarter.~~Company completed an additional closing of the Regulation A Offering, pursuant to which the Company sold an aggregate of 747 shares of Series C Preferred Stock for total gross proceeds of $747,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $696,578.

On April 4, 2023, the Company completed an additional closing of the Regulation A Offering, pursuant to which the Company sold an aggregate of 437 shares of Series C Preferred Stock for total gross proceeds of $437,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $407,503.

On April 11, 2023, the Company completed an additional closing of the Regulation A Offering, pursuant to which the Company sold an aggregate of 295 shares of Series C Preferred Stock for total gross proceeds of $295,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $275,088.

On April 18, 2023, the Company completed an additional closing of the Regulation A Offering, pursuant to which the Company sold an aggregate of 141 shares of Series C Preferred Stock for total gross proceeds of $140,750. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $131,249.

During the three months ended March 31, ~~2022,~~2023, we did not repurchase any shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR ~~SECURITIES~~SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the first quarter of fiscal year 2022 but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.None.

ITEM 6. EXHIBITS.

Exhibit No.		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed on April 19, 2018)

3.2		Certificate of Designation of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 2.2 to the Offering Statement on Form 1-A filed on May 9, 2019)

3.3		Certificate of Designation of Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 5, 2019)

3.4		Amended and Restated Certificate of Designation of Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to the Quarterly Report on Form 10-Q filed on November 15, 2021)

~~3.5~~3.5*		Certificate of Designation of Series D Cumulative Redeemable Preferred Stock

3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed on April 19, 2018)

~~10.1~~3.7		~~Purchase~~Amendment No. 1 to Amended and ~~Sale Agreement, dated November 3, 2021, between MHP Pursuits LLC and Billie Jean Faust~~Restated Bylaws of Manufactured Housing Properties Inc. (incorporated by reference to Exhibit ~~10.1~~3.1 to the Current Report on Form 8-K filed on ~~March 30,~~October 21, 2022)
~~10.2~~		Assignment of Purchase and Sale Agreement, dated January 27, 2022, between MHP Pursuits LLC, Sunnyland MHP LLC, and Gvest Sunnyland Homes LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 30, 2022)
~~10.3~~		Loan Agreement, dated January 31, 2022, between Sunnyland MHP LLC, Gvest Sunnyland Homes LLC, and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 30, 2022)
~~10.4~~		Promissory Note, dated January 31, 2022, between Sunnyland MHP LLC, Gvest Sunnyland Homes LLC, and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on March 30, 2022)
~~10.5~~		~~Deed of Trust, dated January 31, 2022, between Sunnyland MHP LLC and Billie Jean Faust (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on March 30, 2022)~~
~~10.6~~		Security Agreement and Assignment of Rents, dated January 31, 2022, between Gvest Sunnyland Homes LLC and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on March 30, 2022)
~~10.7~~		Assignment of Ownership Interests, dated January 31, 2022, between Manufactured Housing Properties Inc. and Vanderbilt Mortgage and Finance Inc. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on March 30, 2022)
~~10.8~~		Purchase and Sale Agreement, dated November 18, 2021, between MHP Pursuits LLC, R&S Properties LLC, and Piney Heights LLC (incorporated by reference to Exhibit 6.23 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.9~~		First Amendment to Purchase and Sale Agreement, dated March 9, 2022, between MHP Pursuits LLC, R&S Properties LLC, and Piney Heights LLC (incorporated by reference to Exhibit 6.24 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.10~~		Assignment of Purchase and Sale Agreement, dated March 31, 2022, between MHP Pursuits LLC, Warrenville MHP LLC, and Gvest Warrenville Homes LLC (incorporated by reference to Exhibit 6.25 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)

~~10.11~~		Loan Agreement, dated March 31, 2022, between Warrenville MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 6.99 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.12~~		Promissory Note, dated March 31, 2022, between Warrenville MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 6.100 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.13~~		Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated March 31, 2022, between Warrenville MHP LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 6.101 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.14~~		Security Agreement and Assignment of Rents, dated March 31 2022, between Gvest Warrenville Homes LLC and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 6.102 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
~~10.15~~		Assignment of Ownership Interests, dated March 31, 2022, between Manufactured Housing Properties Inc. and Vanderbilt Mortgage and Finance, Inc. (incorporated by reference to Exhibit 6.103 to the Amended Offering Statement on Form 1-A/A filed on April 13, 2022)
10.16*		~~Modification Agreement, dated March 29, 2022, between Springlake MHP LLC, Manufactured Housing Properties Inc, and First Bank~~
10.17*		~~Modification Agreement, dated March 29, 2022, between Gvest Springlake Homes LLC, Gvest Finance LLC, and First Bank~~
10.18*		~~Amended and Restated Promissory Note, dated March 29, 2022, between Gvest Springlake Homes LLC, Gvest Finance LLC, and First Bank~~
10.19*		~~Amended and Restated Guaranty, dated March 29, 2022, between Gvest Finance LLC and First Bank~~
31.1*		Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certifications of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

SIGNATURES

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.

Date: May ~~16, 2022~~12, 2023	MANUFACTURED HOUSING PROPERTIES INC.

	/s/ Raymond M. Gee
	Name:	Raymond M. Gee
	Title:	Chief Executive Officer
	(Principal Executive Officer)

	/s/ ~~Chelsea H. Gee~~Vira Turchinyak
	Name:	~~Chelsea H. Gee~~Vira Turchinyak
	Title:	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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