UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington, D.C.~~

WASHINGTON, DC 20549

~~Quarterly Report Under Section 13 or 15(d) of the~~

~~Securities Exchange Act of 1934~~

(Mark One)


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

For the ~~Quarterly Period Ended~~ quarterly period ended June 30, ~~2015~~

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 ~~No.~~ Number: 000-51229

~~STACK-IT STORAGE,~~

MANUFACTURED HOUSING PROPERTIES INC.

~~(Exact~~

(Exact Name of Registrant as ~~specified~~Specified in its ~~charter)~~

Charter)

~~Nevada~~

~~51-0482104~~

Nevada

51-0482104

(State or other jurisdiction of ~~incorporation)~~

incorporation or organization)

(~~IRS~~I.R.S. Employer
Identification ~~Number)~~

~~11011 Richmond Avenue, Suite 525~~

~~Houston, Texas~~

~~77042~~

No.)

136 Main Street

Pineville, NC

28134

(Address of principal executive offices)

(~~zip code)~~Zip Code)

~~(Registrant’s~~

Registrant’s telephone number, including area ~~code)~~

9, 2023, there were 12,493,012 common shares of the registrant issued and outstanding.

~~(formerly, Caprock Oil,~~

Manufactured Housing Properties Inc.)

~~FORM~~

Quarterly Report on Form 10-Q

~~JUNE~~

Period Ended June 30, ~~2015~~

2023

TABLE OF CONTENTS

~~PART I. FINANCIAL INFORMATION~~	~~Page~~
	PART I FINANCIAL INFORMATION
~~Item 1. Financial Statements~~
Item 1.	Financial Statements.	1
~~Consolidated Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014 (Unaudited)~~	3

~~Consolidated Statements of Operations for the three months ended June 30, 2015 and 2014 (Unaudited)~~	4

~~Consolidated Statements of Operations for the six months ended June 30, 2015 and 2014 (Unaudited)~~	5

~~Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 (Unaudited)~~	6

~~Notes to Consolidated Financial Statements (Unaudited)~~	7

Item 2. ~~Management's~~	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	13 22

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	16 30
Item 4.	Controls and Procedures.	30
~~Item 4. Controls and Procedures~~	16
	PART II OTHER INFORMATION
~~PART II. OTHER INFORMATION~~
Item 1.	Legal Proceedings	32
Item ~~1. Legal Proceedings~~1A.	17 Risk Factors	32

~~Item 1A. Risk Factors~~	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17 32

Item 3.	Defaults Upon Senior Securities	17 32

Item 4.	Mine Safety Disclosures	17 32
Item 5.	Other Information	33
Item ~~5. Other Information~~6.	17 Exhibits	34

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MANUFACTURED HOUSING PROPERTIES INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


		Page
~~Item 6. Exhibits~~	17
Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022		2
~~Signature~~ Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	18	3
Condensed Consolidated Statements of Changes in Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements		6

~~STACK-IT STORAGE,~~

MANUFACTURED HOUSING PROPERTIES INC.

~~(formerly, Caprock Oil, Inc.)~~

~~Consolidated Balance Sheets~~

June 30, December 31,
2015 2014
Assets
Current assets:
Cash and cash equivalents $ 394,487 $ 80,025
Accounts receivable (net of allowance for doubtful accounts of $228,574) 122,429 270,132
Prepaid expenses and other 20,266 49,586
Total current assets 537,182 399,743

Property and equipment:
Oil and gas properties, evaluated (full cost method) 7,501,897 16,046,178
Oil and gas properties, unevaluated (full cost method) 214,018 1,005,603
Other property and equipment 40,978 40,978
Total property and equipment 7,756,893 17,092,759
Less: Accumulated depreciation, depletion, amortization and impairment (7,188,953 ) (10,536,660 )
Net property and equipment 567,940 6,556,099

Other assets:
Other noncurrent assets 5,238 5,238
Total other assets 5,238 5,238

Total assets $ 1,110,360 $ 6,961,080

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of long-term debt - related party $ 125,000 $ -
Current portion of long-term debt - other 12,295 2,052,040
Accounts payable - related party - 217,724
Accounts payable - other 349,675 931,088
Accrued liabilities 654,909 1,575,144
Total current liabilities 1,141,879 4,775,996

Deferred income taxes 155,000 803,800
Asset retirement obligations 105,580 479,165
Total liabilities 1,402,459 6,058,961

Stockholders’ equity (deficit):
Preferred stock, $.01 par value per share, 1,000,000 shares authorized,
None issued - -
Common stock, $.01 par value per share, 200,000,000 shares authorized,
5,181,348 shares and 5,180,828 shares, issued and outstanding 51,813 51,808
Additional paid in capital 15,788,467 15,484,703
Accumulated deficit (16,132,379 ) (14,634,392 )
Total stockholders’ equity (deficit) (292,099 ) 902,119

Total liabilities and stockholders’ equity (deficit) $ 1,110,360 $ 6,961,080

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022


	June 30, 2023			December 31, 2022
Assets	(unaudited)
Investment Property
Land	$	37,403,653		$	30,263,687
Site and Land Improvements		49,267,021			44,035,649
Buildings and Improvements		31,005,616			23,229,657
Construction in Process		1,726,093			2,541,376
Total Investment Property		119,402,383			100,070,369
Accumulated Depreciation		(10,416,912	)		(8,225,976	)
Net Investment Property		108,985,471			91,844,393
Cash and Cash Equivalents		1,745,129			5,090,369
Restricted Cash		5,374,687			5,315,246
Accounts Receivable		326,109			368,081
Other Assets		1,377,189			975,064
TOTAL ASSETS	$	117,808,585		$	103,593,153

Liabilities
Accounts Payable	$	732,614		$	755,124
Notes Payable, net of $3,873,258 and $3,666,214 debt discount, respectively		86,758,070			75,883,866
Lines of Credit – Variable Interest Entities, net of $199,737 and $160,372 debt discount, respectively		7,498,868			6,208,947
Lines of Credit – Related Party		2,000,000			2,000,000
Accrued Liabilities including amounts due to related parties of $1,305,833 and $1,154,166, respectively		2,825,777			2,054,438
Tenant Security Deposits		957,714			879,676
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 27,089 and 21,584 shares issued and outstanding and redemption value $27,088,919 and $21,584,002 as of June 30, 2023 and December 31, 2022, respectively		25,488,375			20,177,187
Total Liabilities		126,261,418			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; 1,826,000 shares issued and outstanding and redemption value $6,847,500 as of June 30, 2023 and December 31, 2022		6,336,166			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 and redemption value $11,219,265 as of June 30, 2023 and December 31, 2022		9,485,426			9,122,218
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share; 75,000 shares authorized; 738 and 0 shares issued and outstanding and redemption value $737,942 and $0 as of June 30, 2023 and December 31, 2022, respectively		654,666			—

Deficit
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,493,012 shares are issued and outstanding as of June 30, 2023 and December 31, 2022		124,930			124,930
Additional Paid in Capital		(6,277,812	)		(5,428,984	)
Accumulated Deficit		(16,499,783	)		(12,521,376	)
Total Manufactured Housing Properties Inc. Deficit		(22,652,665	)		(17,825,430	)
Non-controlling interest in Variable Interest Entities		(2,276,426	)		(1,770,789	)
Total Deficit		(24,929,091	)		(19,596,219	)
TOTAL LIABILITIES AND DEFICIT	$	117,808,585		$	103,593,153

See ~~accompanying notes to unaudited consolidated financial statements.~~

~~STACK-IT STORAGE, INC.~~

~~(formerly, Caprock Oil, Inc.)~~

~~Consolidated Statements of Operations~~

Three Months Ended June 30,
2015 2014
Revenues:
Oil and gas sales $ 110,424 $ 644,568
Total revenues 110,424 644,568

Operating expenses:
Lease operating expense 173,912 381,115
Depreciation, depletion and amortization 51,237 103,409
Impairment expense 397,300 -
Accretion expense 2,325 10,030
Workover expense - 388,878
Selling, general and administrative 379,788 370,811
Gain on creditor settlements (523,815 ) -
Total operating expenses 480,747 1,254,243

Operating loss (370,323 ) (609,675 )

Other income (expense):
Interest income 73 89
Interest expense (100,167 ) (22,148 )

Loss before income taxes (470,417 ) (631,734 )

Benefit for income taxes:
Current 61,492 -
Deferred 108,900 140,100

Net loss $ (300,025 ) $ (491,634 )

Net loss per share, basic and diluted $ (0.06 ) $ (0.10 )

Weighted average shares outstanding, basic and diluted 5,181,348 5,109,377

~~See accompanying notes to unaudited consolidated financial statements.~~

~~STACK-IT STORAGE, INC.~~

~~(formerly, Caprock Oil, Inc.)~~

~~Consolidated Statements of Operations~~

Six Months Ended June 30,
2015 2014
Revenues:
Oil and gas sales $ 272,624 $ 1,149,193
Total revenues 272,624 1,149,193

Operating expenses:
Lease operating expense 431,575 755,047
Depreciation, depletion and amortization 147,798 178,231
Impairment expense 1,395,224 -
Accretion expense 13,045 19,840
Workover expense 68,185 771,318
Selling, general and administrative 781,224 763,928
Gain on creditor settlements (523,815 ) -
Total operating expenses 2,313,236 2,488,364

Operating loss (2,040,612 ) (1,339,171 )

Other income (expense):
Interest income 87 315
Interest expense (167,754 ) (43,306 )

Loss before income taxes (2,208,279 ) (1,382,162 )

Benefit for income taxes:
Current 61,492 -
Deferred 648,800 343,900

Net loss $ (1,497,987 ) $ (1,038,262 )

Net loss per share, basic and diluted $ (0.29 ) $ (0.21 )

Weighted average shares outstanding, basic and diluted 5,181,264 5,046,540

~~See accompanying notes to unaudited consolidated financial statements.~~

~~STACK-IT STORAGE, INC.~~

~~(formerly, Caprock Oil, Inc.)~~

~~Consolidated Statements of Cash Flows~~

Six Months Ended June 30,
2015 2014
Cash flows from operating activities:
Net loss $ (1,497,987 ) $ (1,038,262 )
Adjustments to reconcile net loss to net
cash provided by (used in) operations
Depreciation, depletion and amortization 147,798 178,231
Impairment expense 1,395,224 -
Benefit for income taxes (deferred) (648,800 ) (343,900 )
Accretion expense 13,045 19,840
Stock based compensation 300,284 370,688
Gain on creditor settlements (523,815 ) -
Changes in current assets and liabilities (126,141 ) 557,526
Other changes, net 3,485 -
Net cash flows from operating activities (936,907 ) (255,877 )

Cash flows from investing activities:
Purchase of property and equipment (146,188 ) (163,940 )
Sale of property and equipment 2,026,302 -
Net cash flows from investing activities 1,880,114 (163,940 )

Cash flows from financing activities:
Proceeds of long term debt - related parties 345,000 -
Proceeds of private equity offering - 500,000
Payments of long term debt - related parties (220,000 ) -
Payments of long term debt - others (753,745 ) (360,749 )
Net cash flows from financing activities (628,745 ) 139,251

Net increase (decrease) in cash and cash equivalents 314,462 (280,566 )
Cash and cash equivalents at beginning of period 80,025 877,525

Cash and cash equivalents at end of period $ 394,487 $ 596,959

Supplemental cash flow data:
Cash paid for interest $ 165,481 $ 43,227

Supplemental non-cash financing/investing activity:
Notes payable paid upon sale of property 1,286,000 -
Accounts payable paid upon sale of property 239,063 -
Asset retirement obligations reduced upon sale of property 383,895 -
Accrued liabilities reduced upon sale of property 653,330 -
Accounts payable incurred for oil and gas properties - 193,072

~~See accompanying notes to unaudited consolidated financial statements.~~

~~STACK-IT STORAGE, INC.~~

~~(formerly, Caprock Oil, Inc.)~~

Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenue
Rental and related income	$	4,224,714		$	3,283,777		$	8,369,903		$	6,323,799
Gross Revenues from Home Sales		198,800			87,594			311,100			102,594
Total revenues		4,423,514			3,371,371			8,681,003			6,426,393

Community operating expenses
Repair and maintenance		348,117			327,265			623,646			515,819
Real estate taxes		210,862			217,093			412,495			397,922
Utilities		278,954			239,985			585,366			475,880
Insurance		119,367			78,999			223,426			139,297
General and administrative expense		686,547			405,044			1,394,715			781,240
Total community operating expenses		1,643,847			1,268,386			3,239,648			2,310,158

Corporate payroll and overhead		1,484,216			1,254,918			3,055,670			2,163,996
Depreciation expense		1,178,089			818,975			2,201,104			1,578,679
Interest expense		2,292,869			1,235,048			4,346,324			2,336,741
Refinancing costs		—			15,751			—			15,751
Cost of home sales		131,495			122,269			262,301			154,734
Total expenses		6,730,516			4,715,347			13,105,047			8,560,059
Net loss before provision for income taxes		(2,307,002	)		(1,343,976	)		(4,424,044	)		(2,133,666	)
Provision for income taxes		—			—			—			—
Net loss	$	(2,307,002	)	$	(1,343,976	)	$	(4,424,044	)	$	(2,133,666	)

Net loss attributable to non-controlling interest variable interest entities		(263,783	)		(250,915	)		(446,249	)		(410,485	)
Net loss attributable to Manufactured Housing Properties, Inc.		(2,043,219	)		(1,093,061	)		(3,977,795	)		(1,723,181	)
Preferred stock dividends and put option value accretion
Series A preferred dividends		91,300			94,300			182,933			188,600
Series A preferred put option value accretion		114,125			117,875			228,250			235,746
Series B preferred dividends		149,665			151,785			299,330			303,570
Series B preferred put option value accretion		181,604			184,254			363,208			368,508
Series D preferred dividends		1,132			—			1,132			—
Series D preferred put option value accretion		307			—			307			—
Total preferred stock dividends and put option value accretion		538,133			548,214			1,075,160			1,096,424
Net loss attributable to common stockholders	$	(2,581,352	)	$	(1,641,275	)	$	(5,052,955	)	$	(2,819,605	)

Weighted average shares - basic and fully diluted		12,916,854			12,835,977			12,916,854			12,833,928

Net loss per share – basic and fully diluted	$	(0.20	)	$	(0.13	)	$	(0.39	)	$	(0.22	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)


	COMMON STOCK				ADDITIONAL PAID IN			ACCUMULATED			TOTAL MANUFACTURED HOUSING PROPERTIES			NON CONTROLLING
	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	)
Stock option expense		—		—		49,760			—			49,760			—			49,760
Preferred shares Series A dividends		—		—		(94,300	)		—			(94,300	)		—			(94,300	)
Preferred shares Series A put option value accretion		—		—		(117,871	)		—			(117,871	)		—			(117,871	)
Preferred shares Series B dividends		—		—		(151,785	)		—			(151,875	)		—			(151,875	)
Preferred shares Series B put option value accretion		—		—		(184,254	)		—			(184,254	)		—			(184,254	)
Distributions from VIE		—		—		—			—			—			(30,000	)		(30,000	)
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	)

Stock option expense		—		—		28,062			—			28,062			—			28,062
Common Stock issuance exercise stock options		8,333		83		—			—			83			—			83
Preferred shares Series A dividends		—		—		(94,300	)		—			(94,300	)		—			(94,300	)
Preferred shares Series A put option value accretion		—		—		(117,875	)		—			(117,875	)		—			(117,875	)
Preferred shares Series B dividends		—		—		(151,785	)		—			(151,785	)		—			(151,785	)
Preferred shares Series B put option value accretion		—		—		(184,254	)		—			(184,254	)		—			(184,254	)
Distributions from VIE		—		—		—			—			—			(30,000	)		(30,000	)
Net Loss		—		—		—			(1,093,061	)		(1,093,061	)		(250,915	)		(1,343,976	)
Balance at June 30, 2022		12,412,013		124,120		(4,179,314	)		(6,395,718	)		(10,450,912	)		(1,447,998	)		(11,898,910	)

Balance at January 1, 2023		12,493,012	$	124,930	$	(5,428,985	)	$	(12,521,376	)	$	(17,825,430	)	$	(1,770,789	)	$	(19,596,219	)
Stock option expense		—		—		109,975			—			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 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	)

Stock option expense		—		—		116,358			—			116,358			—			116,358
Preferred shares Series A dividends		—		—		(91,300	)		—			(91,300	)		—			(91,300	)
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	)
Preferred shares Series D dividends		—		—		(1,132	)		—			(1,132	)		—			(1,132	)
Preferred shares Series D put option value accretion		—		—		(307	)		—			(307	)		—			(307	)
Distributions from VIE		—		—		—			—			—			(30,000	)		(30,000	)
Net Loss		—		—		—			(2,043,219	)		(2,043,219	)		(263,783	)		(2,307,002	)
Balance at June 30, 2023		12,493,012	$	124,930	$	(6,277,812	)	$	(16,499,783	)	$	(22,652,665	)	$	(2,276,426	)	$	(24,929,091	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)


	June 30, 2023			June 30, 2022
Cash Flows from Operating Activities:
Net Loss	$	(4,424,044	)	$	(2,133,666	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock option expense		226,333			77,822
Amortization of debt discount		659,703			306,230
Write off debt issuance costs recorded as debt discount		—			15,751
Write off acquisition and development pursuit costs		—			60,759
(Gain) Loss on Home Sales		(48,799	)		52,140
Depreciation		2,201,104			1,578,679
Changes in operating assets and liabilities:
Accounts receivable		41,972			(111,329	)
Other assets		211,658			316,864
Accounts payable		(22,510	)		202,116
Tenant security deposits		78,038			105,085
Accrued liabilities		771,343			(444,026	)
Net Cash (Used in) Provided by Operating Activities		(305,202	)		26,425
Cash Flows from Investing Activities:
Capital improvements		(1,585,169	)		(1,507,382	)
Proceeds from sales of homes		311,100			102,594
Purchases of investment properties		(6,528,479	)		(3,697,135	)
Purchase of intangible assets		(613,783	)		—
Payment of pursuit costs		—			(113,964	)
Payment of acquisition costs		(161,716	)		(296,170	)
Net Cash Used in Investing Activities		(8,578,047	)		(5,512,057	)
Cash Flows from Financing Activities:
Proceeds from line of credit – related party		—			4,700,000
Repayment of note payable - VIEs		—			(850,000	)
Proceeds from notes payable		—			1,875,000
Repayment of notes payable		(28,753	)		(1,916,434	)
Proceeds from lines of credit - VIEs		1,353,000			596,563
Repayment of lines of credit - VIEs		(242,831	)		(682,646	)
Proceeds from exercise of options		—			83
Proceeds from issuance of preferred stock		6,285,525			6,297,617
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount		(1,099,846	)		(1,263,667	)
Redemption of Preferred Stock		(126,250	)		—
Fees paid in advance for debt		—			(1,761,363	)
Series A, Series B and Series D Preferred share dividends		(483,395	)		(485,570	)
Distributions from VIE		(60,000	)		(60,000	)
Net Cash Provided by Financing Activities		5,597,450			6,449,583
Net change in cash, cash equivalents and restricted cash		(3,285,799	)		963,951
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	$	7,119,816		$	3,070,280
Cash, cash equivalents and restricted cash consist of the following:
End of period
Cash and cash equivalents	$	1,745,129		$	2,260,000
Restricted cash		5,374,687			810,280
Total	$	7,119,816		$	3,070,280
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	$	2,519,320		$	1,448,072
Series C Preferred share dividends included in interest expense	$	815,321		$	275,137

Non-Cash Investing and Financing Activities
Notes and lines of credit related to acquisitions and capital improvements	$	11,329,120		$	5,875,735
Non-cash Series A, B and D Preferred Stock accretion	$	591,765		$	604,254

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 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.

~~(Unaudited)~~

~~(1)~~

Basis of Presentation

~~Interim Financial Information~~ –

The ~~accompanying consolidated~~Company prepares its unaudited condensed financial statements ~~have been prepared by Stack-it Storage, Inc., formerly, Caprock Oil, Inc. (“we”, “our” or~~under the ~~“Company”), without audit,~~accrual basis of accounting, in ~~accordance~~conformity with accounting principles generally accepted in the ~~Unites~~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 ~~pursuant~~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, 2022 condensed 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 ~~rules and regulations of~~consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange ~~Commission. In the opinion of management, these~~Commission on March 29, 2023. The interim unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position of the Company as of June 30, 2015, the results of its operations for the three month and six month periods ended June 30, 2015 and 2014, and cash flows for the three month and six month periods ended June 30, 2015 and 2014. Certain prior year amounts have been reclassified to conform with the current year presentation. These financial statements should be read in conjunction with ~~our Annual Report on Form 10-K for the year ended December 31, 2014.~~

~~Name Change and Reverse Stock Split~~ – Effective July 17, 2015, the Company changed its name from Caprock Oil, Inc. to Stack-it Storage, Inc. and completed a 1-for-10 reverse split of its Common Stock. Accordingly, all Common Stock share and per share amounts in thethose 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 retroactively adjusted to reflect the reverse stock split. Following the sale of a substantial portion of the Company’s oil and gas properties to another company in May 2015 (see Note 2), the Company expects to continue to maintain ownership of its remaining oil and gas propertiesmade. Operating results for ~~the foreseeable future while it also plans to seek new business opportunities as an owner and operator of self-storage facilities.~~

~~Recently Issued Accounting Pronouncements~~ ~~– In~~ the six months ended June 30, ~~2015,~~2023 are not necessarily indicative of the ~~Financial Accounting Standards Board issued several new Accounting Standards Updates~~results that may be expected for the year ending December 31, 2023.

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 ~~believes will have little~~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 ~~no applicability~~the right to receive benefits that could potentially be significant to the ~~Company.~~

~~(2) Sales~~VIE.

The Company’s formation of ~~Oil & Gas Properties~~

~~In May 2015, the Company sold~~ all ~~of its working interests in three operated oil~~subsidiaries and gas fields in Texas to another oil and gas company. The cash sales price received at closing was $3,100,000, which is subject to a post-closing adjustment for the net revenues and expenditures attributable to the properties in the period from the effective date, January 1, 2015, to the closing date. In July, 2015, the amount of the post-closing adjustment was determined by mutual agreement of both parties to be less than $5,000. The net proceeds of this sale were largely used to pay off the Company’s long term debt (see Note 7). Asset retirement obligations of $383,895 were assumed by the buyer and other liabilities in the amount of $653,330 were reduced in this sale. No gain or loss was recognized on this sale.

In January 2015, the Company sold its non-operated working interest in a producing oil field in Texas to the company which is the operator of the field (see Note 11). The cash sales price was $500,000, subject to adjustments for unpaid revenues and expenditures incurred through the effective date, January 1, 2015. After taking such adjustments into account, the Company received net cash proceeds from the sale in the amount of approximately $261,000. No gain or loss was recognized on this sale.

~~(3) Going Concern~~

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has reported net losses from operations in the last two years and has a substantial working capital deficit as of June 30, 2015. These factors, among others, indicate that the Company may be unable to continue as a going concern for a reasonable period of time. The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

~~(4) Acquisition of Cinco NRG, LLC~~

On March 17, 2014, the Company completed the acquisition of Cinco NRG, LLC (“Cinco”), a private oil and gas company, which was under common control by its majority shareholder. The Company acquired Cinco through the issuance of a total of 4,694,254 shares of its Common Stock. As a result of this transaction, the members of Cinco owned approximately 95% of the Company’s total shares of Common Stock outstanding at theVIEs’ date of the acquisition. In conjunction with this transaction, the Company also issued 125,000 shares of its Common Stock to an officer of the Company (see Note 10). Cinco was formed in April 2013 to acquire working interests in specific oil and gas properties in the States of Texas and Alabama. At the time of the acquisition, Cinco had a small working interest in a producing oil field in Texas and working interests in several exploratory prospects in Alabama. Cinco is now a wholly-owned subsidiary of the Company.

consolidation are as follows:

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

As noted above, the Company and Cinco were both under common control by a majority shareholder prior to this transaction. Under the accounting rules for entities under common control, the Company has accounted for Cinco’s operations on a retrospective basis in the Company’s consolidated financial statements from the inception of Cinco in April 2013.

~~(5) Oil & Gas Properties~~


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 six months ended June 30, ~~2015,~~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.

Revenue Recognition

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 ~~recorded~~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.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

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

•

Rental revenues include revenues from the leasing of land lot or a ~~total non-cash impairment allowance~~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. Revenues 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 ~~carrying value~~customer. After closing of ~~its oil and gas properties~~the sale transaction, the Company generally has no remaining performance obligation.

Accounts Receivable

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

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, Gvest Warrenville Homes LLC and Gvest Wake Forest 2 Homes LLC, which are all wholly owned subsidiaries of ~~$1,395,224 (of this amount, $397,300 was recorded in~~Gvest Finance LLC. Under the ~~three months ended June 30, 2015, while~~property management agreements, the ~~remaining $997,924 was recorded in~~Company manages the ~~three months ended March 31, 2015). Such adjustments resulted from applying~~homes owned by the ~~quarterly “ceiling test” limitations under~~VIEs and the ~~full cost accounting rules during a period of rapidly declining oil prices. These rules limit the capitalized costs of evaluated properties~~VIEs remit to the ~~aggregate~~Company all income, less any sums paid out for operational expenses and debt service but retain 5% of the ~~“estimated present value,” discounted~~debt service 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.

Pursuant 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 ~~a 10-percent interest rate,~~each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of ~~future net revenues from proved reserves, based on current~~these entities that most significantly impact their economic performance, and ~~operating conditions.~~

~~As of June 30, 2015,~~the fact that the Company has ~~exploratory projects~~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 ~~capitalized costs~~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 ~~$214,018~~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 ~~were reflected in unevaluated properties (such amount excludes~~would be issued upon exercise of stock options pursuant to the ~~costs of exploratory projects of $923,115, which were transferred to evaluated properties in~~treasury stock method.

For the six months ended June 30, ~~2015). Capitalized costs~~2023, the potentially dilutive penny options for the purchase of ~~the remaining projects have not been evaluated, therefore, no related depreciation, depletion and amortization expense was recorded~~423,842 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, ~~2015. An evaluation of these projects is largely expected to be completed by December 31, 2015.~~

~~(6) Creditor Settlements~~

In June 2015, the Company reached agreements with various unsecured creditors to settle outstanding payable balances at substantially discounted amounts from the recorded liabilities in exchange for immediate payments of the discounted amounts. In accordance with such agreements, the Company settled total liabilities at recorded amounts of $910,401 for a total discount of $523,815. Accordingly, the Company recognized a gain on the creditor settlements in the amount of $523,815 in the six months ended June 30, 2015.

~~(7) Long Term Debt~~

~~As of June 30, 2015 and December 31, 2014, the Company had the following long-term debt obligations:~~

June 30, December 31,
2015 2014
$25,000,000 line of credit with a bank, maturing on January 1, 2015, default interest rate at 5.0% above prime, payable monthly, secured by first lien on CYMRI, LLC’s oil and gas properties $ - $ 1,286,000

Bridge loans from individuals, due in October 2015, interest at 15% per annum, with second position security interest on oil and gas properties pledged to bank and first position on other oil and gas properties 125,000 700,000

Unsecured notes payable assumed in acquisition of Cinco NRG, LLC - 25,000

Other short term notes for equipment and insurance financing, interest rates at 6% to 8% 12,295 41,040
137,295 2,052,040
Current portion of long term debt (137,295 ) (2,052,040 )

Long term debt, net of current portion $ - $ -

Borrowings under the bank credit agreement secured by the oil and gas properties of our legacy subsidiaries, CYMRI, LLC (“CYMRI”) and Triumph Energy, Inc. (“Triumph”), were subject to a borrowing base, dependent on oil and gas reserves. On January 1, 2015, the credit agreement expired and the outstanding borrowings of $1,286,000 became due and payable, however, the Company did not make such payment at that time and was in default of the credit agreement. The Company continued to make monthly interest payments on the outstanding borrowings at the default rate of interest in the first quarter of 2015. Upon closing of the sale of CYMRI’s producing oil and gas properties on May 20, 2015 (see Note 2), the Company fully repaid all outstanding borrowings under the credit agreement and the credit agreement was terminated.

In October 2014, the Company implemented a “bridge loan” program whereby it made short term borrowings from a group of individual lenders. By May 2015, such borrowings had reached $820,000, of which $220,000 was from related parties (see Note 11). Amounts advanced under the bridge loan program accrued interest at the rate of 15% per annum, with the principal due in one year and a prepayment penalty due in the event of early payment (payable in cash or stock). The bridge lenders were granted a subordinated security interest in the Company’s assets. Upon closing of the sale of a small producing property in January 2015 (see Note 2), the Company made a partial payment to the bridge lenders in the principal amount of $100,000 and also paid prepayment penalties consisting of cash of $9,273 and 520 shares of Common Stock. Upon closing of the sale of CYMRI’s producing oil and gas properties on May 20, 2015 (see Note 2), the Company fully repaid all then outstanding bridge loans in the principal amount of $820,000 and paid cash prepayment penalties in the amount of $88,061.

In June 2015, the Company re-borrowed $125,000 from an entity affiliated with a major shareholder under the same loan program, but with an equity conversion feature, in anticipation of near term capital needs in the self-storage business (see Notes 1 and 13). This convertible note payable was evaluated to determine whether it had a beneficial conversion feature or the characteristics of a derivative and was determined to have neither.

~~(8) Income Tax Refund~~

In June 2015, the Company received a refund from the Internal Revenue Service (“IRS”) for overpayment of income taxes on its 2008 consolidated federal income tax return in the amount of $61,492. This refund resulted from the settlement of an IRS audit of the Company’s 2008 consolidated federal income tax return. The Company had not previously recorded a tax benefit for such a refund. Accordingly, the Company recognized a current income tax benefit for the amount of this income tax refund in the six months ended June 30, 2015.

~~(9) Stockholders’ Equity~~

Basic income or loss per common share is computed by dividing the net income or loss by the weighted average number of shares of common stock outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period and potentially dilutive common share equivalents, consisting of stock options and warrants, under the Treasury Stock Method. The effects of potential common stock equivalents are2023 not included in ~~computations when their effect is anti-dilutive. In the three month and six month periods ended June 30, 2015 and 2014, there were no~~ dilutive ~~common stock equivalents reflected in the determination of net~~ loss per share, as the effect would ~~have been anti-dilutive.~~

~~On June 30, 2014, the Company closed a private equity offering with three accredited investors for the sale of 25,000 Units with each Unit comprised of two~~be anti-dilutive, were 165,000 unvested stock options and 1,826,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock ~~and~~for a ~~Warrant to purchase one share~~total of ~~Common Stock, at an offering price of $20.00 per Unit, resulting in gross proceeds of $500,000.~~

~~(10) Stock-Based Compensation~~

Through July 17, 2015, the Company had a stock-based compensation plan which was approved by the stockholders in October 2005 and amended in October 2006. Under this plan, which was scheduled to expire in October 2015, a maximum of 24,000 shares could be awarded to directors, employees and consultants in the form of grants of stock or stock options with underlying registration rights. The terms and other conditions applicable to each such grant were generally determined by the Board of Directors. Effective July 17, 2015, this plan was replaced by a new shareholder approved compensation plan, with substantially the same features, under which a maximum of 2,000,000 shares may be awarded to directors, employees and consultants in the form of stock related grants (with certain annual and per person limitations).

Pursuant to the terms of the October 2005 stock-based compensation plan, the Company made a grant of 24,000 freely tradable shares of Common Stock in March 2014 to a consultant who performed certain services for the Company. Based on quoted prices for the Company’s stock, the Company calculated the value of such issued shares at $132,000 and recorded an expense of that amount in1,826,000 shares.

For the six months ended June 30, ~~2014.~~2022, the potentially dilutive penny options for the purchase of 428,176 shares of Common Stock were included in basic loss per share. Other securities outstanding as of June 30, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 146,666 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.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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, rental homes and intangibles. 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.

Intangibles

The Company's intangible assets include trademarks and trade names. These intangible assets are recorded in Other Assets on the Consolidated Balance Sheet. The valuation of intangibles is generally determined by a third-party purchase price allocation report obtained in conjunction with an acquisition purchase based on appraisals. Acquisition costs allocated to intangible assets are capitalized. The Company's intangibles and associated acquisition costs are amortized over a 15-year estimated useful life on a straight line basis commencing on the date of ~~Cinco,~~acquisition. As of June 30, 2023, intangibles consisted of $613,783. As of June 30, 2023, accumulated amortization of intangible assets and related acquisition costs was $8,737.

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.

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 and six months ended June 30, 2023 and 2022, respectively.

Cash, Cash Equivalents, and Restricted Cash

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

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

As of June 30, 2023, the restricted cash balance of $5,374,687 was comprised of $957,714 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $4,416,973. 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 June 30, 2023 and December 31, 2022, the Company ~~issued 125,000 shares of restricted Common Stock to an officer~~had approximately $1,168,956 and $4,006,000 above the FDIC-insured limit, 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 six months ended June 30, 2023. The Company is in ~~March 2014 (see Note 4).~~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 payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted ~~shares will~~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 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 ~~over~~immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of $226,333 and $77,822 during the six months ended June 30, 2023 and 2022, 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 ~~three year period. Based on~~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 receivable, 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.

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 ~~Company’s stock,~~expected future tax consequences of events that have been included in the financial statements. Under this method, the Company ~~calculated~~determines deferred tax assets and liabilities on the ~~value~~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.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

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 ~~issued shares at $687,500~~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 ~~amortize~~be sustained on the basis of the technical merits of the position and (2) for those tax positions that ~~total~~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 ~~over~~in the accompanying unaudited condensed consolidated statement of operations. As of June 30, 2023 and December 31, 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 adopted the new guidance on January 1, 2023 and determined it did not have a material impact on 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.

In May 2014, the Company engaged a new Chief Executive Officer and granted him non-registered options to acquire 200,000 shares of Common Stock at an exercise price of $6.50 per share, which was equal to the quoted price of its Common Stockthese homes are included in Construction in Process on the ~~date~~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 ~~the grant. Of these options, 20,000 shares vested immediately~~June 30, 2023 and ~~the remaining 180,000 shares will vest ratably over a three year period. The estimated fair value of the option was calculated using a Black Scholes option pricing model based~~are included in Construction in Process on the following assumptions: (a) Computed volatility – 187%; (b) Expected risk free interest rate – 1.6%; (c) Expected dividend yield – zero; (d) Expected option term – 4.4 years, calculated pursuant to ASC 718-10;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 ~~(e) Forfeitures – 0%, subject to adjustment for actual experience. On the basis~~Crestview communities. The majority of these ~~assumptions,~~recently purchased homes along with several new homes purchased during 2021 are not yet occupiable and still in the ~~Company calculated~~set-up phase as of December 31, 2022 and are included in Construction in Process on the ~~value~~balance sheet as of ~~such options at $1,238,000 and will amortize~~ that ~~total amount of expense over a three year period.~~ date.

~~For the grants summarized above,~~as asset acquisitions.

On January 12, 2023, the Company ~~recorded aggregate stock compensation expense~~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 ~~amounts~~land, land improvements, and homes.

On January 27, 2023, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of ~~$300,284~~40 developed sites, 14 undeveloped sites, and ~~$370,688, respectively,~~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.

On April 14, 2023, the Company purchased a manufactured housing community located in Donna, Texas consisting of 402 developed sites on approximately 27 acres for a total purchase price of $10,500,000. Palm Shadows MHP LLC purchased the land, land improvements, homes, intangibles and furniture, fixtures and equipment.

During the six ~~month periods~~months ended June 30, ~~2015~~2022, the Company acquired four communities and ~~2014.~~ one large parcel of undeveloped land. 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.

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.

On June 17, 2022, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 72 sites on approximately 17 acres for a total purchase price of $2,000,000. Spaulding MHP LLC purchased the land, land improvements, and homes.

On June 28, 2022, the Company, through its wholly owned subsidiary Raeford MHP Development LLC, purchased 62 acres of undeveloped land zoned for approximately 200 mobile home lots in Raeford, North Carolina, a town in the Fayetteville Metropolitan Statistical Area, for a total purchase price of $650,000.

Six Months Ended June 30, 2022


Acquisition Date	Name (number of communities, if multiple)	Land		Improvements		Building		Intangibles		Total Purchase Price
January 2022	Sunnyland MHP	$	672,400	$	891,580	$	—	$	—	$	1,563,980
January 2022	Sunnyland Gvest		—		—		636,020		—		636,020
March 2022	Warrenville MHP		975,397		853,473		—		—		1,828,870
March 2022	Warrenville Gvest		—		—		1,221,130		—		1,221,130
June 2022	Spaulding MHP		1,217,635		304,409		477,956		—		2,000,000
June 2022	Raeford MHP Parcel		650,000		—		—		—		650,000
	Total Purchase Price	$	3,515,432	$	2,049,462	$	2,335,106	$	—	$	7,900,000
	Acquisition Costs		139,502		78,757		60,356		—		278,615
	Total Investment Property	$	3,654,934	$	2,128,219	$	2,395,462	$	—	$	8,178,615

Six Months Ended June 30, 2023


Acquisition Date	Name (number of communities, if multiple)	Land		Improvements			Building		Intangibles		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
April 2023	Palm Shadows MHP		984,166		3,822,004			5,082,309		611,521		10,500,000
	Total Purchase Price	$	7,056,694	$	5,062,174		$	5,519,611	$	611,521	$	18,250,000
	Acquisition Costs		76,621		48,325			28,862		2,262		156,070
	Total Investment Property	$	7,133,315	$	5,110,499		$	5,548,473	$	613,783	$	18,406,070

(1)

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 June 30, 2023.

NOTE 5 – PROMISSORY NOTES

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 outstanding promissory notes range from 4% to 8% with 5 to 30 years principal amortization. The promissory notes are secured by the real estate assets and thirty-four loans totaling $86,676,140 are guaranteed by Raymond M. Gee.

As of June 30, ~~2015,~~2023 and December 31, 2022, the outstanding principal balance on all third-party promissory notes was $90,631,328 and $79,550,080, respectively. The following are the terms of these notes:


	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance June 30, 2023			Balance December 31, 2022
Pecan Grove MHP LLC(1)(2)	9/1/2032		4.870	%		60	$	4,489,000		$	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	%		—		886,189			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	%		—		597,920			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	1/27/2024	WSJ Prime + 1%				12		1,680,000			—
Country Aire MHP LLC(1)	9/13/2025	SOFR + 2.35%				36		3,500,000			—
Palm Shadows MHP LLC(4)	4/12/2033		7.030	%		12		5,930,000			—
Total Notes Payable							$	90,631,328		$	79,550,080
Discount Direct Lender Fees								(3,873,258	)		(3,666,214	)
Total Net of Discount							$	86,758,070		$	75,883,866

(1) The notes indicated above are subject to certain financial covenants.

(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 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.

(4) The Palm Shadows MHP LLC note contains a future earn out funding option, which allows the Company to draw down on an additional $1,420,000 non-revolving straight line of credit within the first 24 months of the term assuming certain debt coverage ratios are achieved. As of June 30, 2023, the Company has ~~total future unrecognized compensation expense~~not exercised this option.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

Lines of Credit – Variable Interest Entities


Facility	Borrower	Community	Maturity Date	Interest Rate	Maximum Credit Limit		Balance June 30, 2023			Balance December 31, 2022
Occupied Home Facility(1)	Gvest Homes I LLC	ARC, Crestview, Maple, Countryside	01/01/30	8.375%	$	20,000,000	$	3,715,287		$	2,424,896
Multi-Community Rental Home Facility	Gvest Finance LLC	ARC, Golden Isles, Springlake,	Various (2)	Greater of 3.25% or Prime, + 375 bps	$	5,000,000	$	2,458,188		$	2,561,380
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	$	1,525,130		$	1,383,043
Total Lines of Credit - VIEs							$	7,698,605		$	6,369,319
Discount Direct Lender Fees							$	(199,737	)	$	(160,372	)
Total Net of Discount							$	7,498,868		$	6,208,947

(1) During the six months ended June 30, 2023, Gvest Homes I LLC drew down $1,353,000 related to the Occupied Home Facility.

(2) The maturity date of the of the Multi-Community Floorplan and Rental Line of Credit will vary based on each statement of financial transaction, 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.

Metrolina Promissory Note

On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC, a significant stockholder, in the principal amount of ~~$1,062,847.~~

~~A member~~$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 bore interest at a rate of 18% per annum and was set to mature on April 1, 2023. The note was guaranteed by Raymond M. Gee. As of June 30, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three and six months ended June 30, 2022, interest expense recognized was $67,315 and $133,890, respectively.

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 ~~Board~~chairman and chief executive officer, pursuant to which the Company may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On September 9, 2022, the Company 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 ~~Directors is~~June 30, 2023 and December 31, 2022, there was no outstanding balance on this note. During the ~~president~~three and six months ended June 30, 2022, interest expense recognized was $13,657 and $28,375, respectively.

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 $2,000,000. As of ~~a private oil~~June 30, 2023 and ~~gas company which~~December 31, 2022, the outstanding principal balance on this note was $2,000,000. This note has a ~~substantial number~~five-year term and is interest-only based on a 15% annual rate through the maturity date and is unsecured. During the three and six months ended June 30, 2023, interest expense recognized was $76,667 and $151,667, respectively.

Maturities of ~~oil~~Long-Term Obligations for Five Years and ~~gas properties in Texas~~Beyond

The minimum annual principal payments of notes payable, related party debt and ~~Louisiana. Cinco owned a 10% working interest in a producing field in Texas operated~~lines of credit at June 30, 2023 by this company (through January 2015) and also participated for a 5% working interest in the drilling of an unsuccessful well operated by this company in Louisiana in July 2014. In both instances, this company billed Cinco for its share of the capital and operating costs of the properties under a standard industry joint operating agreement. Cinco’s resulting accounts payable balance with this company in the amount of $217,724 at December 31, 2014, was repaid in conjunction with the sale transaction in January 2015 (see Note 2).fiscal year were:


2023 (remainder)	$	381,642
2024	$	3,365,524
2025	$	7,335,633
2026	$	755,661
2027	$	10,498,794
Thereafter	$	77,992,679
Total minimum principal payments	$	100,329,933

Through May 20, 2015, the Company received short-term bridge loans from entities affiliated with a major shareholder in the amount of $220,000, which were repaid on that date (see Note 7). In June 2015, the Company re-borrowed $125,000 from one of these entities in anticipation of near term capital needs in the self-storage business (see Notes 1 and 13).

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of ~~operations, cash flows~~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 ~~financial condition.~~

~~Triumph Energy, Inc., a current subsidiary,~~restrictions:

Ranking. The Series A Preferred Stock ranks, as to dividend rights and ~~a former subsidiary which was sold~~rights upon our liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock, Series C Preferred Stock and Series D 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 ~~2008, were named~~rank to the shares of Series A Preferred Stock as ~~joint defendants~~to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in ~~several lawsuits involving professional liability and other matters arising~~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 ~~normal course~~amount of ~~business in the State of Louisiana, most of which were settled at no net cost to Triumph. At present, there is only one such remaining case~~$0.017 per share each month, which is ~~expected~~equivalent to ~~be settled shortly at no net cost~~the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to ~~Triumph. Accordingly,~~accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company ~~has recorded no loss provision~~does not have earnings. During the six months ended June 30, 2023 and 2022, the Company paid dividends of $182,933 and $188,600, respectively. Due to timing of payments, accrued dividends of $2,300 and $0 are presented in accrued liabilities on the balance sheet as of June 30, ~~2015.~~

2023 and 2022, 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 ~~October 2008, an insurer~~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 six months ended June 30, 2023 and 2022, the Company recorded a put option value accretion of $228,250 and $235,746, 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 ~~inactive Construction Staffing subsidiary~~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 June 30, 2023 and December 31, 2022, there were 1,826,000 shares of Series A Preferred Stock issued and outstanding. As of June 30, 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 $1,771,166. As of December 31, 2022, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,565,000 and accretion of put options totaling $1,542,916.

Series B Cumulative Redeemable Preferred Stock

On December 2, 2019, the Company filed a ~~lawsuit against~~certificate of designation with the ~~subsidiary alleging default~~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, Series C Preferred Stock and Series D 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 ~~a premium finance obligation~~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 ~~approximately $200,000,~~$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 six months ended June 30, 2023 and 2022, the Company paid dividends of $299,330 and $303,570, 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 ~~interest~~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.

Company Call and ~~attorney’s fees.~~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. The Company ~~believes that its inactive Construction Staffing subsidiary has~~recorded a ~~meritorious position in this matter~~put option value accretion of $363,208 and ~~has~~$368,508 during the six months ended June 30, 2023 and 2022.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

Voting Rights. The Company may not ~~engaged legal counsel~~authorize or issue any class or series of equity securities ranking senior to ~~defend this case. A default judgment was rendered in favor~~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 ~~plaintiff in January 2011~~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.

As of June 30, 2023, there were 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 $7,079,716 and accretion of put options totaling $2,405,710. As of December 31, 2022, there were 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 $7,079,716 and accretion of put options totaling $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 ~~recorded~~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, Series B Preferred Stock and Series D 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.

Stated Value. Each share of Series C Preferred Stock has an ~~accrual for~~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 ~~subsidiary’s estimated loss exposure~~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 ~~approximately $100,000~~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 six months ended June 30, 2023 and 2022, the Company paid dividends of $815,600 and $275,137, respectively. Due to timing of payments, accrued dividends of $186,101 and $55,785 are presented in accrued liabilities on the balance sheet as of June 30, ~~2015.~~

2023 and 2022, respectively.

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.

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 (4th) 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 (4th) 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.

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 ~~lessee~~liability and ~~operator~~is presented net of ~~oil~~unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and ~~gas properties, is subject to various federal, state and local laws and regulations relating to discharge~~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 ~~materials into, and protection~~Section 3(6) of the ~~environment. These laws and regulations may, among other things, impose liability on the lessee under an oil and gas lease~~Securities Act of 1933, as amended (the “Securities Act”) for ~~the cost of pollution clean-up resulting from operations and subject the lessee~~Tier 2 offerings, pursuant to ~~liability for pollution damages. The Company maintains insurance coverage,~~ which ~~it believes is customary in the industry, although~~ 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 $47,000,000.

During the six months ended June 30, 2023, the Company sold an aggregate of 5,505 shares of Series C Preferred Stock for total gross proceeds of $5,504,917 and redeemed an aggregate of $126,500. After deducting a placement fee and broker dealer commissions, the Company received net proceeds of $5,311,188. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $26,691 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

During the six months ended June 30, 2022, the Company sold an aggregate of 6,303 shares of Series C Preferred Stock for total gross proceeds of $6,297,617. After deducting a placement fee and other expenses, the Company received net proceeds of $5,877,935. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $18,383 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

As of June 30, 2023 there were 27,089 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 $27,088,919 net of total unamortized debt issuance costs of $1,600,544.

As of December 31, 2022 there were 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 $21,584,002 net of total unamortized debt issuance costs of $1,406,815.

Series D Cumulative Redeemable Preferred Stock

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 “Series D Preferred Stock”). The Series D Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions:

Ranking. The Series D Preferred Stock ranks, 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, Series B Preferred Stock and Series C Preferred Stock. The terms of the Series D Preferred Stock will not ~~fully insured against~~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 D Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Stated Value. Each share of Series D 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 D Preferred Stock.

Dividend Rate and Payment Dates. Dividends on the Series D Preferred Stock are cumulative and payable monthly in arrears to all ~~environmental risks.~~ holders of record on the applicable record date. Holders of Series D Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 9.5% of the stated value (or $7.81 per share each month based on the initial stated value); 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 10.5% of the stated value (or $8.63 per month based on the initial stated value). During the six months ended June 30, 2023, the Company paid dividends of $1,132.

Exit Premium. Holders of Series D Preferred Stock are entitled to receive upon redemption or repurchase, or upon a liquidation, dissolution or winding up of the Company, a premium equal to 1% of the stated value per share, accruing upon each anniversary of issuance for the first five years from issuance and shall be payable to the recordholder of such stock at the time of redemption, repurchase, liquidation, dissolution or winding up of the Company (the “Exit Premium”).

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D 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, Series B Stock and Series C Preferred Stock, a liquidation preference equal to the stated value per share, plus any accrued but unpaid dividends and the Exit Premium.

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 D 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 occurring prior to the fifth (5th) anniversary from the date of issuance will be limited to five percent (5%) of the total outstanding Series D 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 and the Exit Premium, less the applicable redemption fee (if any) specified below:

(i)

10% discount to stated value on shares redeemed on or before the first anniversary of the original issuance date of the shares;

(ii)

10% discount to stated value on shares redeemed after the first anniversary and on or before the second anniversary of the original issuance date of the shares;

(iii)

8% discount to stated value on shares redeemed after the second anniversary and on or before the third anniversary of the original issuance date of the shares;

(iv)

6% discount to stated value on shares redeemed after the third anniversary and on or before the fourth anniversary of the original issuance date;

(v)

4% discount to stated value on shares redeemed after the fourth anniversary and on or before the fifth anniversary of the original issuance date; and

(vi)

0% discount to stated value on shares redeemed after the fifth anniversary of the original issuance date.

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series D Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon and the Exit Premium.

Optional Repurchase Upon Death or Total Disability of a Holder. Within sixty (60) days of the death or Total Permanent Disability (as defined in the certificate of designation) of a holder, the holder or the estate of such holder (in the event of death) may request that the Company repurchase, in whole but not in part, without penalty, the Series D Preferred Stock held by such holder at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

Voting Rights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of stockholders (other than as required by law). However, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series D Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series D Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series D Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series D Preferred Stock; or (iii) amend the Company’s articles of incorporation in a manner that adversely and materially affects the rights of the Series D Preferred Stock.

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

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

As of June 30, 2023, there were 738 shares of Series D Preferred Stock issued and outstanding and the Series D Preferred Stock balance was made up of Series D Preferred Stock, net of commissions, totaling $654,359 and accretion of put options totaling $307.

During the six months ended June 30, 2023, the Company sold an aggregate of 738 shares of Series D Preferred Stock for total gross proceeds of $737,635. After deducting a placement fee and other expenses, the Company received net proceeds of $654,359.

Common Stock

The Company is ~~not aware~~authorized to issue up to 200,000,000 shares of ~~any environmental claims existing~~Common Stock, par value $0.01 per share. As of June 30, 2023 and December 31, 2022, there were 12,493,012 shares of Common Stock issued and outstanding.

No shares of Common Stock were issued during the six months ended June 30, 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 June 30, 2023, there were 588,842 shares granted and 411,158 shares remaining available under the Plan. The Company has issued options to directors, officers, and employees under the Plan.

During the six months ended June 30, 2023 and 2022, the Company issued 50,000 and 145,000 options and recorded stock option expense of $226,333 and $77,822, respectively. The aggregate fair value of the options issued during the six months ended June 30, 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 one year, and two thirds vest in equal installments over the succeeding two-year period. With the exception of 50,000 options issued in January 2023 and an additional 50,000 options issued in December 2022, 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.

The following table summarizes the stock options outstanding as of June 30, ~~2015, which~~2023:


	Number of options		Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)
Outstanding at December 31, 2022		538,842	$	0.01		6.6
Granted		50,000		1.32		9.6
Exercised		—		—		—
Forfeited / cancelled / expired		—		—		—
Outstanding at June 30, 2023		588,842	$	0.16		6.6
Exercisable at June 30, 2023		423,842		0.03		5.6

As of June 30, 2023, there were 538,842 “in-the-money” options with an aggregate intrinsic value of $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 ~~not~~ been ~~provided for, covered~~received by ~~insurance or otherwise have a material impact~~the option holder had all options holders exercised their options on ~~its financial position or results~~June 30, 2023.

The following table summarizes information concerning options outstanding as of ~~operations. There can be no assurance, however, that current regulatory requirements will not change, or past noncompliance with environmental laws will not be discovered~~June 30, 2023.


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
$		1.32		50,000		9.6	$	1.32		-	$	-
$		0.01		288,675		4.9	$	0.01		288,675	$	0.01
$		0.01		13,500		7.0	$	0.01		13,500	$	0.01
$		0.01		50,000		8.0	$	0.01		50,000	$	0.01
$	0.01 – 0.50			186,667		8.5	$	0.14		71,667	$	0.12

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 ~~Company’s properties.~~

~~Effective July 27, 2015,~~U.S. Treasury yield curve in effect at the ~~short~~time of grant, which corresponds with the expected term ~~bridge loan that~~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 ~~in June 2015 by~~during the periods indicated.


Stock option assumptions	June 30, 2023			June 30, 2022
Risk-free interest rate	1.40-3.98%			1.55-1.76%
Expected dividend yield		0.00	%		0.00	%
Expected volatility	223.05-249.77%			245.51%
Expected life of options (in years)	6.5-7			6.5

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

•

Pecan Grove – an 82 lot, all-age community situated on 10.71 acres and ~~Triumph Energy, Inc., held ownership interests~~located in Charlotte, North Carolina.

•

Azalea Hills – a ~~generally static group~~39 lot, all-age community situated on 7.46 acres and located in Gastonia, North Carolina, a suburb of ~~oil~~Charlotte, North Carolina.

•

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

•

Lakeview – an 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 ~~Louisiana through May 2015. As indicated~~located in ~~Note 2, we entered into two separate transactions~~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 78 lot all-age community situated on 13.02 acres and located in the ~~first half of 2015 which resulted~~Columbia, South Carolina metro area.

•

B&D – a 96 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 ~~divestment~~Asheville, North Carolina, Metropolitan Statistical Area.

•

Springlake – three all-age communities with 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 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 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 – an 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina.

•

Sunnyland – a 72 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 (aka 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.

•

Palm Shadows – a 402 lot all age community situated on 27 acres and located in Donna, Texas.

~~Six months ended June 30, 2015 versus~~ six months ended June 30, ~~2014~~ ~~— Total~~2023 and 2022, both in dollars and as a percentage of our revenues.


	Six Months Ended June 30, 2023						Six Months Ended June 30, 2022
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	8,369,903			96.42	%	$	6,323,799			98.40	%
Gross revenues from home sales		311,100			3.58	%		102,594			1.60	%
Total revenues		8,681,003			100.00	%		6,426,393			100.00	%
Community operating expenses
Repair and maintenance		623,646			7.18	%		515,819			8.03	%
Real estate taxes		412,495			4.75	%		397,922			6.19	%
Utilities		585,366			6.74	%		475,880			7.41	%
Insurance		223,426			2.57	%		139,297			2.17	%
General and administrative expense		1,394,715			16.07	%		781,240			12.16	%
Total community operating expenses		3,239,648			37.32	%		2,310,158			35.95	%
Corporate payroll and overhead		3,055,670			35.20	%		2,163,996			33.67	%
Depreciation expense		2,201,104			25.36	%		1,578,679			24.57	%
Interest expense		4,346,324			50.07	%		2,336,741			36.36	%
Refinancing costs		—			—			15,751			0.25	%
Cost of home sales		262,301			3.02	%		154,734			2.41	%
Total expenses		13,105,047			150.96	%		8,560,059			133.20	%
Net loss	$	(4,424,044	)		(50.96	)%	$	(2,133,666	)		(33.20	)%

Revenues. For the six months ended June 30, 2023, we earned total revenues ~~not including interest income,~~of $8,681,003, as compared to $6,426,393 for the six months ended June 30, ~~2015 were $273,000~~2022, an increase of $2,254,610, or 35.08%. The increase in revenues between the periods was primarily due to $1,341,587 of rental income from the acquisition of twelve manufactured housing communities on or subsequent to June 30, 2022. The remaining increase was due to rental rate increases.

Gross Revenue from Home Sales. For the six months ended June 30, 2023, we generated total home sale revenues of $311,100, as compared to ~~$1,149,000~~$102,594 for the six months ended June 30, ~~2014.~~

~~The~~We lack ofproper segregation of duties ~~referenced above represents a~~due to the limited number of employees within the accounting department.

•

We lack effective closing procedures.

•

In 2023, we hired an accounts payable manager and a senior SEC reporting analyst who both assist with the functions of the accounting department. 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 over~~controls.

•

We have added and plan to continue to add additional employees to assist in the financial ~~reporting. Notwithstanding this weakness, management believes that the consolidated financial statements included in this report fairly present, in all material respects,~~closing procedures.

•

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

~~See Note 12~~PROCEEDINGS.

From time to ~~Consolidated Financial Statements.~~

~~Information for this Item is not required as the Registrant is a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.~~

~~101.INS~~
101.INS*		Inline XBRL Instance Document
~~101.SCH~~
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.LAB~~
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~101.DEF~~
104*		Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Definition Linkbase Document~~and contained in Exhibit 101)

	~~STACK-IT STORAGE, INC.~~
Date: August 10, 2023				MANUFACTURED HOUSING PROPERTIES INC.
~~August 11, 2015~~	~~By:~~		~~/s/ D. Hughes Watler, Jr.~~
			~~D. Hughes Watler, Jr.~~	/s/ Raymond M. Gee
	Name:	~~Chief Financial Officer~~	Raymond M. Gee
	Title:	Chief Executive Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)


	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investment Property	$	15,388,605		$	14,688,424
Accumulated Depreciation		(1,303,541	)		(997,240	)
Net Investment Property		14,085,064			13,691,184
Cash and Cash Equivalents		43,526			40,080
Accounts Receivable		136,181			60,538
Other Assets		230,853			194,871
Total Assets	$	14,495,624		$	13,986,673

Liabilities and Deficit
Accounts Payable	$	106,749		$	206,882
Notes Payable, net of $44,531 and $45,790 debt discount, respectively		3,025,069			3,035,455
Line of Credit, net of $205,877 and $160,372 debt discount, respectively		7,498,868			6,208,947
Accrued Liabilities(1)		6,141,364			6,306,178
Total Liabilities		16,772,050			15,757,462

Non-controlling Interest		(2,276,426	)		(1,770,789	)
Total Non-controlling Interest in Variable Interest Entities		(2,276,426	)		(1,770,789	)

~~31.1~~		~~Certification~~
Exhibit No.		Description
3.1		Amended and Restated Articles of ~~Chief~~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		Certificate of Designation of Series D Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.5 to the Quarterly Report on Form 10-Q filed on May 12, 2023)

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)

3.7		Amendment No. 1 to Amended and Restated Bylaws of Manufactured Housing Properties Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 21, 2022)

31.1*		Certifications of Principal Executive Officer ~~pursuant to 15 U.S.C. Section 7241, as adoptedpursuant~~Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~31.2~~		~~Certification~~
31.2*		Certifications of ~~Chief~~Principal Financial and Accounting Officer ~~pursuant to 15 U.S.C. Section 7241, as adoptedpursuant~~Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
~~32.1~~
32.1*		Certification of ~~Chief~~Principal Executive Officer ~~pursuant to 18 U.S.C. Section 1350, as adoptedpursuant~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~32.2~~
32.2*		Certification of ~~Chief~~Principal Financial and Accounting Officer ~~pursuant to 18 U.S.C. Section 1350, as adoptedpursuant~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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

	June 30,			December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	394,487		$	80,025
Accounts receivable (net of allowance for doubtful accounts of $228,574)		122,429			270,132
Prepaid expenses and other		20,266			49,586
Total current assets		537,182			399,743

Property and equipment:
Oil and gas properties, evaluated (full cost method)		7,501,897			16,046,178
Oil and gas properties, unevaluated (full cost method)		214,018			1,005,603
Other property and equipment		40,978			40,978
Total property and equipment		7,756,893			17,092,759
Less: Accumulated depreciation, depletion, amortization and impairment		(7,188,953	)		(10,536,660	)
Net property and equipment		567,940			6,556,099

Other assets:
Other noncurrent assets		5,238			5,238
Total other assets		5,238			5,238

Total assets	$	1,110,360		$	6,961,080

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Current portion of long-term debt - related party	$	125,000		$	-
Current portion of long-term debt - other		12,295			2,052,040
Accounts payable - related party		-			217,724
Accounts payable - other		349,675			931,088
Accrued liabilities		654,909			1,575,144
Total current liabilities		1,141,879			4,775,996

Deferred income taxes		155,000			803,800
Asset retirement obligations		105,580			479,165
Total liabilities		1,402,459			6,058,961

Stockholders’ equity (deficit):
Preferred stock, $.01 par value per share, 1,000,000 shares authorized,
None issued		-			-
Common stock, $.01 par value per share, 200,000,000 shares authorized,
5,181,348 shares and 5,180,828 shares, issued and outstanding		51,813			51,808
Additional paid in capital		15,788,467			15,484,703
Accumulated deficit		(16,132,379	)		(14,634,392	)
Total stockholders’ equity (deficit)		(292,099	)		902,119

Total liabilities and stockholders’ equity (deficit)	$	1,110,360		$	6,961,080

	Three Months Ended June 30,
	2015			2014
Revenues:
Oil and gas sales	$	110,424		$	644,568
Total revenues		110,424			644,568

Operating expenses:
Lease operating expense		173,912			381,115
Depreciation, depletion and amortization		51,237			103,409
Impairment expense		397,300			-
Accretion expense		2,325			10,030
Workover expense		-			388,878
Selling, general and administrative		379,788			370,811
Gain on creditor settlements		(523,815	)		-
Total operating expenses		480,747			1,254,243

Operating loss		(370,323	)		(609,675	)

Other income (expense):
Interest income		73			89
Interest expense		(100,167	)		(22,148	)

Loss before income taxes		(470,417	)		(631,734	)

Benefit for income taxes:
Current		61,492			-
Deferred		108,900			140,100

Net loss	$	(300,025	)	$	(491,634	)

Net loss per share, basic and diluted	$	(0.06	)	$	(0.10	)

Weighted average shares outstanding, basic and diluted		5,181,348			5,109,377

	Six Months Ended June 30,
	2015			2014
Revenues:
Oil and gas sales	$	272,624		$	1,149,193
Total revenues		272,624			1,149,193

Operating expenses:
Lease operating expense		431,575			755,047
Depreciation, depletion and amortization		147,798			178,231
Impairment expense		1,395,224			-
Accretion expense		13,045			19,840
Workover expense		68,185			771,318
Selling, general and administrative		781,224			763,928
Gain on creditor settlements		(523,815	)		-
Total operating expenses		2,313,236			2,488,364

Operating loss		(2,040,612	)		(1,339,171	)

Other income (expense):
Interest income		87			315
Interest expense		(167,754	)		(43,306	)

Loss before income taxes		(2,208,279	)		(1,382,162	)

Benefit for income taxes:
Current		61,492			-
Deferred		648,800			343,900

Net loss	$	(1,497,987	)	$	(1,038,262	)

Net loss per share, basic and diluted	$	(0.29	)	$	(0.21	)

Weighted average shares outstanding, basic and diluted		5,181,264			5,046,540


	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	4,224,714			95.51	%	$	3,283,777			97.40	%
Gross revenues from home sales		198,800			4.49	%		87,594			2.60	%
Total revenues		4,423,514			100.00	%		3,371,371			100.00	%
Community operating expenses
Repair and maintenance		348,117			7.87	%		327,265			9.71	%
Real estate taxes		210,862			4.77	%		217,093			6.44	%
Utilities		278,954			6.31	%		239,985			7.12	%
Insurance		119,367			2.70	%		78,999			2.34	%
General and administrative expense		686,547			15.52	%		405,044			12.01	%
Total community operating expenses		1,643,847			37.16	%		1,268,386			37.62	%
Corporate payroll and overhead		1,484,216			33.55	%		1,254,918			37.22	%
Depreciation expense		1,178,089			26.63	%		818,975			24.29	%
Interest expense		2,292,869			51.83	%		1,235,048			36.63	%
Refinancing costs		—			—			15,751			0.47	%
Cost of home sales		131,495			2.97	%		122,269			3.63	%
Total expenses		6,730,516			152.15	%		4,715,347			136.24	%
Net loss	$	(2,307,002	)		(52.15	)%	$	(1,343,976	)		(39.86	)%