What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-27 compared with 2023-09-28 · 1023 added, 1018 removed, 1244 unchanged (62% of the section changed)

3 unchanged sentences

13a-15(e) or 15d-15(e) of the 1934 Act) as of the end of the period covered by this report as required by paragraph (b) of Rule 13a-15 or 15d-15 of the 1934 Act.

Based upon such evaluation, our Chief Executive Officer and Chief

Financial Officer concluded that our disclosure controls and procedures were effective as of such date and provided reasonable assurance that information required to be disclosed by us in the reports we file or submit under the 1934

Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer

concluded that our disclosure controls and procedures were effective as of such date and provided reasonable assurance that information required to be disclosed by us in the reports we file or submit under the 1934 Act is recorded, processed,

summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

As defined in Exchange Act Rules 13a-15(f) and 15d-15(f), internal control over

financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s Board of Directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and the dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in

accordance with authorizations of our management and Board of Directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may

not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

being made only in accordance with authorizations of our management and Board of Directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and

may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Our management’s assessment of the effectiveness of our internal control system as of June 30, 2024, was based on the framework for effective internal control over financial reporting described in

Internal Control- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, as of June 30, 2023, our system of internal control over financial

reporting was effective at the reasonable assurance level.

Based on management’s assessment, as of June 30, 2024, our system of internal control over financial reporting

was effective at the reasonable assurance level.

This annual report does not include an attestation report of our independent registered public accounting firm regarding control over financial reporting.

Management’s report was not subject to

attestation by our independent registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street and Consumer Protection Act, which exempts non-accelerated filers from the auditor attestation requirement of

section 404 (b) of the Sarbanes-Oxley Act.

of the Sarbanes-Oxley Act.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the fourth quarter of the Company’s

fiscal year ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that occurred during the fourth quarter of the

Company’s fiscal year ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

4 unchanged sentences

Our business and affairs are managed under the direction of our Board of Directors.

Accordingly, our Board provides broad supervision over our affairs, including supervision of the duties performed by

the Advisers and MacKenzie.

Accordingly, our Board provides broad supervision over our affairs, including supervision of the duties performed

by the Advisers and MacKenzie.

Certain employees of MacKenzie are responsible for our day-to-day operations.

The names, ages and addresses of our Directors and specified executive officers, together with their principal occupations and

other affiliations during the past five years, are set forth below.

Each Director and officer holds office for a one-year term to which he or she is elected and until his successor is duly elected and qualifies, or until he resigns or

is removed in the manner provided by law.

While the Company’s securities currently are not listed for trading on any exchange, our Board consists of a majority of “Independent Directors” as defined under the New York Stock Exchange

The names, ages and addresses of our Directors and specified executive officers, together with their principal occupations and other

affiliations during the past five years, are set forth below.

Each Director and officer holds office for a one-year term to which he or she is elected and until his successor is duly elected and qualifies, or until he resigns or is removed in the

manner provided by law.

While the Company’s securities currently are not listed for trading on any registered national securities exchange, our Board consists of a majority of “Independent Directors” as defined under the New York Stock Exchange

independence standards.

The address for all officers and Directors is 89 Davis Road, Suite 100, Orinda CA 94563.

None of our Directors or officers serves as a director for any other company which (i) has a class of securities

registered under section 12 of the 1934 Act, (ii) is subject to section 15(d) of the 1934 Act, or (iii) is registered as an investment company under the 1940 Act, and we only have one investment portfolio.

There are no understandings

or arrangements between us and any officer or director pursuant to which they attained their position, there are no family relationships between any officers or directors other than as set forth below.

None of our Directors or officers serves as a director for any other company which (i) has a class of securities registered under

section 12 of the 1934 Act, (ii) is subject to section 15(d) of the 1934 Act, or (iii) is registered as an investment company under the 1940 Act, and we only have one investment portfolio.

There are no understandings or arrangements between us

and any officer or director pursuant to which they attained their position, there are no family relationships between any officers or directors other than as set forth below.

Board of Directors

2 unchanged sentences

Chairman of the Board

Chip Patterson, an MRC Executive Officer (as discussed further below) since May of 2012, is managing director, general counsel, and senior vice president of the Advisers and the Manager, and

a director of their general partner, and a beneficial owner of all three companies, all since 2005.

Chip Patterson, an MRC Executive Officer (as discussed further below) since May of 2012, is managing director, general counsel, and senior vice president of the Advisers and the

Manager, and a director of their general partner, and a beneficial owner of all three companies, all since 2005.

Patterson graduated magna cum laude from the University of Michigan Law School with a J.

2 unchanged sentences

degree in Political Science.

Prior to joining the Manager in July 2003, he was a securities and corporate finance attorney with the

national law firm of Davis Wright Tremaine LLP.

Prior to joining the Manager in July 2003, he was a securities and corporate finance attorney with the national law

firm of Davis Wright Tremaine LLP.

Prior to law school, Chip Patterson taught physics, chemistry, and math at the high school level for three years.

He also has prior experience in sales, retail, and banking, and

is a licensed California Real Estate Broker.

He also has prior experience in sales, retail, and banking, and is a licensed California

Real Estate Broker.

Tim Dozois, 62

Dozois was Vice President, Secretary and Corporate Counsel for Pendrell Corporation, a NASDAQ listed company specializing in intellectual property solutions, from June of 2010 until early

Dozois was Vice President, Secretary and Corporate Counsel for Pendrell Corporation, a NASDAQ listed company specializing in intellectual property solutions, from June of 2010 until

He is now sole owner of Conseiller LLC.

From January 1996 until March of 2010, Mr.

Dozois was an equity partner of Davis Wright Tremaine LLP, a Seattle-based national law firm, where he specialized in private securities

work and structured financings, with an emphasis on the acquisition, financing and management of real property assets.

He has over 30 years of experience supporting leading corporations in securities law compliance, mergers,

acquisitions, and real estate acquisition, financing, and management.

Dozois was an equity partner of Davis Wright Tremaine LLP, a Seattle-based national law firm, where he specialized in private securities work

and structured financings, with an emphasis on the acquisition, financing and management of real property assets.

He has over 30 years of experience supporting leading corporations in securities law compliance, mergers, acquisitions, and

real estate acquisition, financing, and management.

Dozois received his B.

in Financial Management from Oregon State University and his J.

from the University of Oregon School of Law, where he was

Order of the Coif.

from the University of Oregon School of Law, where he was Order of the Coif.

Tom Frame, 82

4 unchanged sentences

Frame has been a principal in the acquisition, financing, restoration, and sale of over $500,000,000 in residential and commercial real estate.

Paradigm was founded in June 1986

to sponsor and manage private, closed end “mutual funds”.

Paradigm was founded in June 1986 to

sponsor and manage private, closed end “mutual funds”.

The last of the funds successfully liquidated in December of 2000.

Frame received a BA degree from the University of Kansas in Mathematics in June 1964, a Juris

Doctor degree from the San Francisco Law School in June 1975, and an MBA with honors from Pepperdine University in April 1986.

Frame is currently managing his own investments which include residential units, commercial

property, and a portfolio of securities.

Frame received a BA degree from the University of Kansas in Mathematics in June 1964, a Juris Doctor degree from

the San Francisco Law School in June 1975, and an MBA with honors from Pepperdine University in April 1986.

Frame is currently managing his own investments which include residential units, commercial property, and a portfolio of

†As a principal of both MacKenzie and the Advisers, Mr.

5 unchanged sentences

Robert Dixon, 53

Executive Officer and President

Dixon has been the senior vice president and chief investment officer of MacKenzie and the Advisers since 2005, and a director of their general partner, and a beneficial owner of all

three companies since 2005.

Chief Executive Officer and President

Dixon has been the senior vice president and chief investment officer of MacKenzie and the Advisers since 2005, and a director of their general partner, and a beneficial owner

of all three companies since 2005.

Robert Dixon served as an officer and director of Sutter Holding Company, Inc.

1 unchanged sentence

Dixon has been president of Sutter Capital Management since its founding.

received his Master of Business Administration degree from Cornell University in 1998 and has held the Chartered Financial Analyst designation since 1996.

Dixon received his bachelor’s degree in economics from the

University of California at Los Angeles in 1992.

Dixon received

his Master of Business Administration degree from Cornell University in 1998 and has held the Chartered Financial Analyst designation since 1996.

Dixon received his bachelor’s degree in economics from the University of California at

Los Angeles in 1992.

Angche Sherpa, 43

Financial Officer

Chief Financial Officer

Sherpa was appointed Chief Financial Officer of the Company in July 2021 after the retirement of his predecessor Mr.

1 unchanged sentence

He has been employed by MacKenzie since 2012.

being appointed Chief Financial Officer, he was Director of Accounting and Financial Reporting of MacKenzie.

Prior to being appointed Chief Financial Officer, he was Director of Accounting and Financial Reporting of MacKenzie.

Sherpa graduated from San Francisco State University in 2006 with a Bachelor of Science degree in Business

1 unchanged sentence

He obtained his CPA license from the California Board of Accountancy in January 2011.

Prior to joining MacKenzie, he worked as staff auditor from 2007 through 2008 and senior auditor

from 2009 through 2012 at a national public accounting firm, Moss Adams LLP.

During his career at Moss Adams, he led various audit teams involved in auditing financial services companies including private equity, asset

management and real estate investment companies.

Prior to joining MacKenzie, he worked as staff auditor from 2007 through 2008 and senior auditor from 2009

through 2012 at a national public accounting firm, Moss Adams LLP.

During his career at Moss Adams, he led various audit teams involved in auditing financial services companies including private equity, asset management and real estate

investment companies.

Glen Fuller, 51

Operating Officer

Fuller has been senior vice president and secretary of MacKenzie and the Advisers since 2000, and a director of their general partner, and a beneficial owner of all three companies since

Chief Operating Officer

Fuller has been senior vice president and secretary of MacKenzie and the Advisers since 2000, and a director of their general partner, and a beneficial owner of all three companies

Prior to becoming senior vice president of MacKenzie, he was with MacKenzie for two years as a portfolio manager and research analyst.

Prior to joining MacKenzie, Mr.

Fuller spent two years running the over the counter

trading desk for North Coast Securities Corp.

Fuller spent two years running the over-the-counter trading

desk for North Coast Securities Corp.

(previously Morgan Fuller Capital Group) with responsibility for both the proprietary and retail trading desks.

Fuller was also the registered options principal and registered

municipal bond principal for North Coast Securities Corp., a registered broker-dealer.

Fuller was also the registered options principal and registered municipal bond

principal for North Coast Securities Corp., a registered broker-dealer.

Fuller previously held his NASD Series 7, general securities registration.

1 unchanged sentence

Charles “Chip” Patterson,

Counsel and Secretary

General Counsel and Secretary

Patterson is a managing director and general counsel of the Advisers and our Manager, where he has been employed since 2003.

He is a director of their general partner and a beneficial owner

of all three companies.

He is a director of their general partner and a

beneficial owner of all three companies.

Chip Patterson graduated magna cum laude from the University of Michigan Law School with a J.

degree and with high distinction and Phi Beta Kappa from the University of California at Berkeley with a

degree and with high distinction and Phi Beta Kappa from the University of California at Berkeley

degree in Political Science.

Prior to joining the Manager in July 2003, he was a securities and corporate finance attorney with the national law firm of Davis Wright Tremaine LLP.

Prior to law school, Chip Patterson

taught physics, chemistry, and math at the high school level for three years.

Prior to law school, Chip Patterson taught

physics, chemistry, and math at the high school level for three years.

He also has prior experience in sales, retail, and banking, and is a licensed California Real Estate Broker.

2 unchanged sentences

She owns a beneficial interest in each MacKenzie and the Advisers.

Bluth oversees compliance for

all the funds advised by the Advisers, and she oversees our compliance with our Code of Ethics, Bylaws, Charter, and applicable rules and regulations.

Bluth oversees

compliance for all the funds advised by the Advisers, and she oversees our compliance with our Code of Ethics, Bylaws, Charter, and applicable rules and regulations.

Bluth began her career with MacKenzie Patterson Fuller, Inc.

of 1996 in the Investor Services Department.

July of 1996 in the Investor Services Department.

Bluth’s career with MacKenzie, she graduated from St.

3 unchanged sentences

Simpson has been employed by MacKenzie and its affiliates since 1990, and has been the Advisers’ Senior Vice President of Research and Trading since 2005.

Simpson is responsible for

handling the day-to-day operations of The Advisers’ research department.

responsible for handling the day-to-day operations of The Advisers’ research department.

Simpson’s career with MacKenzie, she graduated:

with a Bachelor of Arts degree in Business Management from St.

Mary’s College of California

in October 2004 (with honors), with a Master of Science degree in Financial Analysis and Investment Management in September 2006, and a Master’s in Business Administration in June 2008.

Mary’s College of

California in October 2004 (with honors), with a Master of Science degree in Financial Analysis and Investment Management in September 2006, and a Master’s in Business Administration in June 2008.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the

SEC initial reports of ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company.

Officers, directors and greater than ten percent shareholders are required by SEC regulation

to furnish the Company with copies of all Section 16(a) reports they file.

Based solely upon the Company’s review of copies of such reports furnished to it through the date hereof, or written representations that no other reports were

required to be filed, the Company believes that during its fiscal year ended June 30, 2023 all officers, directors and ten percent shareholders complied with the filing requirements applicable to them, except for the omission to have

filed a Form 3 Initial statement of Beneficial Ownership of Securities for Angche Sherpa, which will be corrected by filing a Form 3 subsequent to fiscal year end.

the SEC initial reports of ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company.

Officers, directors and greater than ten percent shareholders are required by SEC regulation to

furnish the Company with copies of all Section 16(a) reports they file.

Based solely upon the Company’s review of copies of such reports furnished to it through the date hereof, or written representations that no other reports were required to be

filed, the Company believes that during its fiscal year ended June 30, 2024 all officers, directors and ten percent shareholders complied with the filing requirements applicable to them.

Code of Ethics

1 unchanged sentence

Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests.

Pursuant to our Code of Ethics, each employee

and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer.

Pursuant to our Code of Ethics, each employee and director

must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer.

Our Audit Committee is charged with approving any waivers under our Code of Ethics.

A copy of the Code, as amended from time to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings.

A copy of the Code, as

amended from time to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings.

Audit Committee

The Board of Directors has established an Audit Committee in accordance with 1934 Act §3(a)(58)(A).

The Audit Committee operates under a Charter approved by our Board of Directors, which contains the

responsibilities of the Audit Committee.

The Audit Committee operates under a Charter approved by our Board of Directors, which contains

the responsibilities of the Audit Committee.

A copy of the Audit Committee Charter, as amended from time to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings.

Audit Committee’s responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of our loans and investments, selecting our independent registered public accounting firm,

reviewing with such independent registered public accounting firm the planning, scope and results of their audit of our consolidated financial statements, pre‑approving the fees for services performed, reviewing with the independent

registered public accounting firm the adequacy of internal control systems, reviewing our annual consolidated financial statements and periodic filings and receiving our audit reports and consolidated financial statements.

Committee is currently composed of Messrs.

Committee’s responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of our loans and investments, selecting our independent registered public accounting firm, reviewing with

such independent registered public accounting firm the planning, scope and results of their audit of our consolidated financial statements, pre‑approving the fees for services performed, reviewing with the independent registered public accounting

firm the adequacy of internal control systems, reviewing our annual consolidated financial statements and periodic filings and receiving our audit reports and consolidated financial statements.

The Audit Committee is currently composed of Messrs.

Dozois and Frame, both of whom are Independent Directors as described under Item 13 below.

1 unchanged sentence

We have determined that Mr.

Dozois is a “audit

committee financial expert” as defined by SEC rules.

Dozois is a “audit committee financial expert” as defined by SEC rules.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee operates under a Charter approved by our Board of Directors.

A copy of the Nominating and Corporate Governance Committee Charter, as amended from time

to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings.The members of the nominating and corporate governance committee are Messrs.

Dozois and Frame, both of whom

are Independent Directors.

A copy of the Nominating and Corporate Governance Committee Charter, as amended from

time to time, has been posted to the “Corporate Documents” section of our web site at http://www.mackenziecapital.com/sec-filings.The members of the nominating and corporate governance committee are Messrs.

Dozois and Frame, both of whom are

Independent Directors.

Frame serves as chairman of the nominating and corporate governance committee.

The nominating and corporate governance committee is responsible for selecting, researching and nominating directors for

election by our stockholders, selecting nominees to fill vacancies on the Board of Directors or a committee thereof, developing and recommending to the Board of Directors a set of corporate governance principles and overseeing the

evaluation of the Board of Directors and our management.

The nominating and corporate governance committee is responsible for selecting, researching and nominating directors for election by our

stockholders, selecting nominees to fill vacancies on the Board of Directors or a committee thereof, developing and recommending to the Board of Directors a set of corporate governance principles and overseeing the evaluation of the Board of

Directors and our management.

The nominating and corporate governance committee currently does not consider nominees recommended by our stockholders.

The nominating and corporate governance committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the Board of Directors, our operations, and our

stockholders.

The nominating and corporate governance committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the Board of Directors, our operations, and

our stockholders.

In considering possible candidates for election as a director, the nominating committee takes into account, in addition to such other factors as it deems relevant, the desirability of selecting directors who:

7 unchanged sentences

The nominating and corporate governance committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees.

In determining whether to recommend a

director nominee, the nominating and corporate governance committee considers and discusses diversity, among other factors, with a view toward the needs of the Board of Directors as a whole.

The nominating and corporate governance

committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that

contribute to the Board of Directors, when identifying and recommending director nominees.

The nominating and corporate governance committee believes that the inclusion of diversity as one of many factors considered in selecting

director nominees is consistent with the nominating and corporate governance committee’s goal of creating a Board of Directors that best serves our needs and the interests of our stockholders.

In determining whether to recommend

a director nominee, the nominating and corporate governance committee considers and discusses diversity, among other factors, with a view toward the needs of the Board of Directors as a whole.

The nominating and corporate governance committee

generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board of

Directors, when identifying and recommending director nominees.

The nominating and corporate governance committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the

nominating and corporate governance committee’s goal of creating a Board of Directors that best serves our needs and the interests of our stockholders.

Compensation Committee

4 unchanged sentences

Our Independent Directors received an annual retainer of $28,000 for fiscal years up to June 30, 2021;

the annual retainer was increased to $48,000 per year beginning July 1, 2021, because the directors

approved of our discontinuing directors’ liability insurance due to the exorbitant cost.

They also receive $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting in

person and $500 for each telephonic meeting, and also receive $500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each committee meeting.

In addition, the chairman of the Audit Committee

receives an annual fee of $1,000 and each chairman of any other committee receives an annual fee of $1,000 for their additional services, if any, in these capacities.

No compensation is expected to be paid to directors who are

non-independent directors.

the annual retainer was increased to $48,000 per year beginning July 1, 2021, because the

directors approved of our discontinuing directors’ liability insurance due to the exorbitant cost.

However, in 2024, given that the Company began trading on the OTCQX and intended to list on a national exchange, the Board of Directors approved

obtaining a directors’ and officers’ liability insurance policy.

They also determined that the annual retainer should remain at $48,000 per year given the higher profile the Company will have when listed.

They also receive $1,000 plus

reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting in person and $500 for each telephonic meeting, and also receive $500 plus reimbursement of reasonable out-of-pocket expenses incurred in

connection with attending each committee meeting.

In addition, the chairman of the Audit Committee receives an annual fee of $1,000 and each chairman of any other committee receives an annual fee of $1,000 for their additional services, if any,

in these capacities.

No compensation is expected to be paid to directors who are non-independent directors.

The following table details the compensation accrued to Directors fees during Fiscal 2024.

13 unchanged sentences

Further, we have no agreements with any officer pertaining to change in control payments.

officers and staff are employed by MacKenzie or the Advisers, which pay all of their cash compensation.

All of our officers and

staff are employed by MacKenzie or the Advisers, which pay all of their cash compensation.

Compensation Committee Interlocks and Insider Participation

4 unchanged sentences

As of September 27, 2024, to our knowledge, there were no persons that beneficially owned more than five percent of our voting securities.

The following table shows the amount of our common and preferred stocks beneficially owned and based on a total of 13,305,608.63 shares of our common stock and 727,506.11 shares of our preferred stock

outstanding on September 28, 2023, as of that date, by (1) each of our directors and nominees for director, (2) our executive officers and (3) all directors and executive officers as a group.

To our knowledge, no other person owns

more than 5% of our common stock.

The number of shares beneficially owned by each entity, person, director or executive officer is determined under the rules of the SEC and the information is not necessarily indicative of beneficial

ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has the right to

acquire within 60 days of September 28, 2023, through the exercise of any instrument.

The following table shows the amount of our common and preferred stocks beneficially owned and based on a total of 13,435,656.80 shares of our common stock, 765,429.60 shares of Series A preferred

stock and 63,909.52 shares of Series B preferred stock outstanding on September 27, 2024, as of that date, by (1) each of our directors and nominees for director, (2) our executive officers and (3) all directors and executive officers as a group.

To our knowledge, no other person owns more than 5% of our common stock.

The number of shares beneficially owned by each entity, person, director or executive officer is determined under the rules of the SEC and the information is not necessarily

indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has

the right to acquire within 60 days of September 27, 2024, through the exercise of any instrument.

Unless otherwise indicated, each person has the sole investment and voting power, or shares such powers with his spouse, with respect to the shares

1 unchanged sentence

Unless known otherwise by us, the beneficial ownership information is based on each beneficial owner’s most recent Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, as applicable.

With respect to the

Executive Officers listed below, they are limited partners of MPF Successors, LP, as well as officers of its general partner, which owns 53,862.36 shares in us.

With respect to the Executive Officers

listed below, they are limited partners of MPF Successors, LP, as well as officers of its general partner, which owns 55,692.00 shares in us.

In addition, Mr.

Sherpa directly owns 1,549.03 shares of common stock and

Dixon directly owns 4,134.45 shares of Series A preferred stock.

Patterson, the father of Chip Patterson and his spouse are the sole beneficial owners of 10,753 shares of common stock owned in a personal holdings limited

partnership, and the executive officers below are also in control of its general partner.

Thus, they are all deemed to have voting and dispositive control over such shares and the number of shares owned below is the number of shares

owned by MPF Successors, LP and the personal holding partnership.

Sherpa directly owns 1,601.00 shares of common stock and Mr.

Dixon directly owns

4,417.05 shares of Series A preferred stock.

Patterson, the mother of Glen Fuller is the sole beneficial owners of 11,118.00 shares of common stock owned in a personal holdings limited partnership, and the executive officers below are also

in control of its general partner.

Thus, they are all deemed to have voting and dispositive control over such shares and the number of shares owned below is the number of shares owned by MPF Successors, LP and the personal holding partnership.

The address of each beneficial owner is 89 Davis Road, Orinda, CA 94563.

4 unchanged sentences

Percent of Class

Number of Preferred

Number of Series

Percent of Class

Number of Series

Percent of Class

Independent Directors:

10 unchanged sentences

Angche Sherpa

Directors and Officers as a group (6 person)

Directors and Officers as a group (6 persons)

Indirectly held

2 unchanged sentences

We are managed by MacKenzie, which is owned by three sub-partnerships that are owned in varying percentages by MacKenzie and the Advisers employees and the extended family of Messrs.

Chip Patterson, Glen Fuller and Robert Dixon.

Chip Patterson,

Glen Fuller and Robert Dixon.

The general partner of MacKenzie is MCM-GP, Inc., a California corporation owned by the same individuals.

The majority of the beneficial interests of MacKenzie are owned by C.

Patterson, Berniece A.

Patterson, Robert Dixon, Glen Fuller, and Chip Patterson, in addition to other family members.

All of the ownership interests are owned by either executive officers of the Company or related persons, and thus

all of the amounts paid by the Company to MacKenzie benefit such related persons.

Certain non-family employees of MacKenzie own non-controlling interests in MacKenzie that represent in the aggregate less than 10% of the equity in

MacKenzie manages all of our affairs except for providing investment advice.

The majority of the beneficial interests of MacKenzie are owned by Berniece A.

Patterson, Robert Dixon, Glen

Fuller, and Chip Patterson, in addition to other family members.

All of the ownership interests are owned by either executive officers of the Company or related persons, and thus all of the amounts paid by the Company to MacKenzie benefit such

related persons.

Certain non-family employees of MacKenzie own non-controlling interests in MacKenzie that represent in the aggregate less than 10% of the equity in MacKenzie.

MacKenzie manages all of our affairs except for providing investment

We are advised by the Investment Adviser, whose investment team members have an average of nearly 20 years of experience investing in real estate-related securities.

The Investment Adviser is registered

with the SEC and is owned by the same beneficial owners and in the same proportions as MacKenzie.

The Investment Adviser is

registered with the SEC and is owned by the same beneficial owners and in the same proportions as MacKenzie.

The Investment Adviser is led by its investment team:

2 unchanged sentences

Chip Patterson, who serves as Managing Director and General Counsel, and Director of the General Partner of MacKenzie and the Investment Adviser;

Dixon, who serves as

Chief Investment Officer and Managing Director of the General Partner of MacKenzie and the Investment Adviser;

Dixon, who serves as Chief

Investment Officer and Managing Director of the General Partner of MacKenzie and the Investment Adviser;

and Christine E.

Simpson, who serves as Chief Portfolio Manager and Senior Vice President of Research for the General

Partner of MacKenzie and the Investment Adviser.

We also are advised by the Real Estate Adviser, about 93% of which is owned by the executive officers and related persons of the Company and the remainder of which is owned by certain employees of the

Real Estate Adviser or their affiliates.

Thus, 93% of the ownership interests are owned by either executive officers of the Company or related persons, and thus 93% of the amounts paid by the Company to MacKenzie benefit such related

We have entered into three affiliated contracts — the Advisory Management Agreement, under which the Real Estate Adviser serves as our real estate investment adviser, the Amended and Restated Investment

Advisory Agreement, under which the Investment Adviser serves as our securities portfolio adviser and the Administration Agreement, under which MacKenzie furnishes us with certain non-investment management services and administrative

Simpson, who serves as Chief Portfolio Manager and Senior Vice President of Research for the General Partner of MacKenzie

and the Investment Adviser.

We also are advised by the Real Estate Adviser, about 93% of which is owned by the executive officers and related persons of the Company and the remainder of which is owned by certain employees of

the Real Estate Adviser or their affiliates.

Thus, 93% of the ownership interests are owned by either executive officers of the Company or related persons, and thus 93% of the amounts paid by the Company to MacKenzie benefit such related persons.

We have entered into three affiliated contracts – the Advisory Management Agreement, under which the Real Estate Adviser serves as our real estate investment adviser, the Amended and Restated

Investment Advisory Agreement, under which the Investment Adviser serves as our securities portfolio adviser and the Administration Agreement, under which MacKenzie furnishes us with certain non-investment management services and administrative

services necessary to conduct our day-to-day operations.

Each of these agreements is terminable by either party upon proper notice.

In Fiscal 2023 and 2022, Management fees accrued to the Real Estate Adviser under the Advisory

Management Agreement were $3,004,725 and $2,725,588, respectively.

In Fiscal 2024 and 2023, Management fees accrued to the Real Estate Adviser under the Advisory Management

Agreement were $3,224,834 and $3,004,725, respectively.

Administration fees accrued and payable under the Administration Agreement for Fiscal 2024 and 2023, were $756,733 and $726,000, respectively.

Administration Agreement

fees occur on an ongoing basis as expenses are incurred on our behalf by MacKenzie.

Administration Agreement fees occur on an

ongoing basis as expenses are incurred on our behalf by MacKenzie.

However, if MacKenzie withdraws as our administrator, it is liable for any expenses we incur as a result of such withdrawal.

For additional

information concerning the terms of these agreements and related fees paid, see Note 8 – Related Party Transactions in the consolidated financial statements included in this report.

Since November 1, 2018, MacKenzie also provided

transfer agent services, and we reimbursed MacKenzie for the out-of-pocket cost incurred by them.

Effective March 5, 2024, we hired a third-party transfer agent to provide these services.

Transfer agent service costs reimbursed during Fiscal 2024

and 2023, were $66,267 and $92,000, respectively.

For additional information concerning the terms of these agreements and related fees paid, see Note 8 – Related Party Transactions in the consolidated financial statements included in this report.

Related Party Transaction Approval

In order to ensure that we did not engage in any transactions with any persons affiliated with us that are prohibited by the 1940 Act, we implemented certain written policies and procedures whereby our

executive officers screen each of our transactions for any possible affiliations between the issuer in which we invest, us, companies controlled by us and our executive officers and directors.

We do not enter into any agreements

unless and until we are satisfied that doing so does not violate our Charter or raise concerns under the 1940 Act or, if such concerns existed, we took appropriate actions to seek board review and exemptive or other relief for such

Our Board of Directors reviews these on an annual basis.

In order to ensure that we did not engage in any transactions with any persons affiliated with us that are not in the best interests of our shareholders, we implemented certain written policies and

procedures whereby our executive officers screen each of our transactions for any possible affiliations between the issuer in which we invest, us, companies controlled by us and our executive officers and directors.

We do not enter into any

agreements unless and until we are satisfied that doing so does not violate our Charter and is in the best interest of shareholders;

further, when related party transactions are planned, we seek board review from our independent directors.

Board of Directors reviews these on an annual basis.

In addition, our Board of Directors approves all our advisory and administrative agreements.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors

and employees.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers,

directors and employees.

Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests.

Pursuant to our Code of Ethics, each

employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer.

Our Audit Committee is charged with approving any waivers under our Code

Pursuant to our Code of Ethics, each employee

and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer.

Our Audit Committee is charged with approving any waivers under our Code of Ethics.

Director Independence

3 unchanged sentences

directors, and all of the members of the Audit Committee and the Conflicts Committee, are “independent” as defined by the New York Stock Exchange.

The New York Stock Exchange standards provide that to qualify as an independent

director, in addition to satisfying certain bright-line criteria, our Board of Directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an

organization that has a relationship with us).

The New York Stock Exchange standards provide that to qualify as an independent director, in

addition to satisfying certain bright-line criteria, our Board of Directors must affirmatively determine that a director has no material relationship with us (either directly or as a partner, stockholder or officer of an organization that has a

relationship with us).

Our Board of Directors has affirmatively determined that Messrs.

Dozois and Frame each satisfies the New York Stock Exchange independence standards.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees incurred for professional services rendered by Moss Adams LLP, our independent registered public accounting firm, with Public Company Accounting Oversight Board ID

4 unchanged sentences

statements included in quarterly reports and services that are normally provided by Moss Adams in connection with statutory and regulatory filings or engagements and include quarterly reviews and security counts.

Audit-Related Fees were for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial

statements and are not reported under “Audit Fees”.

Audit-Related Fees were for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated

financial statements and are not reported under “Audit Fees”.

These services include accounting consultations in connection with acquisitions, consultations concerning financial accounting and reporting standards.

Tax Fees were for professional services for federal, state and international tax compliance, tax advice and tax planning and include preparation of federal and

state income tax returns, and other tax research, consultation, correspondence and advice.

Tax Fees were for professional services for federal, state and international tax compliance, tax advice and tax planning and include preparation of federal

and state income tax returns, and other tax research, consultation, correspondence and advice.

All Other Fees are for services other than the services reported above.

These fees were incurred for their review of our registration statements and Regulation

A offering statement.

These fees were incurred for their review of our registration statements and

Regulation A offering statement.

The Audit Committee has concluded the provision of the non-audit services listed above is compatible with maintaining the independence of Moss Adams LLP.

6 unchanged sentences

Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.

independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services

performed to date.

The Audit Committee may also pre-approve particular services on a case-by-case basis.

EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

The independent

auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date.

Audit Committee may also pre-approve particular services on a case-by-case basis.

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this annual report on Form 10-K:

4 unchanged sentences

Description of Document

Contribution Agreement by and between MacKenzie Realty Operating Partnership, LP and the Addison Group, dated June 8, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No.

Contribution Agreement by and between MacKenzie Realty Operating Partnership, LP and the Addison Group, dated June 8, 2020 (incorporated by reference to the Registrant’s Form 8-K (File

814-00961), filed on June 9, 2020)

3 unchanged sentences

3 to Registrant’s Registration Statement on Form N-2 (File No.

333-181853), filed on

May 14, 2014)

filed on May 14, 2014)

Series A Preferred Articles Supplementary (incorporated by reference to Registrant’s Form 1-A (File No.

000-55006), filed on April 12, 2021)

Series A and B Preferred Articles Supplementary (incorporated by reference to Registrant’s Form 1-A POS (File No.

024-11503), filed on November 13, 2023)

Second Amended & Restated Bylaws (incorporated by reference to Registrant’s Form 8-K (File No.

5 unchanged sentences

Amended and Restated Investment Advisory Agreement with MCM Advisers, LP dated as of October 1, 2017 (incorporated by reference to Registrant’s Post-Effective Amendment No.

3 to the Registration

Statement on Form N-2 (File No.

Registration Statement on Form N-2 (File No.

333-212804), filed on November 9, 2017)

Amendment to the Amended and Restated Investment Advisory Agreement dated as of October 1, 2018 (incorporated by reference to Registrant’s Post-Effective Amendment No.

5 to the Registration

Statement on Form N-2 (File No.

Registration Statement on Form N-2 (File No.

333-212804), filed on October 29, 2018)

Agreement of general financial advisory and investment banking services with Maxim Group LLC (incorporated by reference to Registrant’s Form 8-K (File No.

000-55006), filed on August

Agreement of Limited Partnership of MacKenzie Realty Operating Partnership, LP, Dated May 20, 2020 (incorporated by reference to the Registrant’s Form 8-K (File No.

814-00961 filed on June 9,

814-00961 filed on

June 9, 2020)

Operating Agreement of PVT-Madison Partners LLC (incorporated by reference to Registrant’s Form 8-K (File No.

7 unchanged sentences

Form of Investor Services Agreement with MacKenzie Capital Management, LP dated November 1, 2018 (incorporated by reference to Post-Effective Amendment No.

6 to the Registration Statement on

Form N-2 (File No.

6 to the Registration

Statement on Form N-2 (File No.

333-212804), filed on May 10, 2019)

3 unchanged sentences

000-55006), filed on January 27, 2021)

Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the Hollywood Hillview Owner LLC, dated October 4, 2021 (incorporated by reference to the Registrant’s Form 8-K

Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the Hollywood Hillview Owner LLC, dated October 4, 2021 (incorporated by reference to the Registrant’s

Form 8-K (File No.

000-55006 filed on October 5, 2021)

1 unchanged sentence

000-55006), filed on December 22, 2021)

Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the MacKenzie BAA IG Shoreline LLC, dated January 25, 2022 (incorporated by reference to the Registrant’s Form

8-K (File No.

Operating Agreement by and between MacKenzie Realty Operating Partnership, LP and the MacKenzie BAA IG Shoreline LLC, dated January 25, 2022 (incorporated by reference to the

Registrant’s Form 8-K (File No.

000-55006 filed on May 20, 2022)

14 unchanged sentences

* Filed Herewith

All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and therefore

have been omitted.

All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and

therefore have been omitted.

FORM 10-K SUMMARY

1 unchanged sentence

Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2024 and 2023

Consolidated Statements of Operations for the years ended June 30, 2023 and 2022

Consolidated Statements of Changes in Equity for the years ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended June 30, 2023 and 2022

Consolidated Statements of Operations for the years ended June

30, 2024 and 2023

Consolidated Statements of Changes in Equity for the years

ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended June

30, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

The Shareholders and the Board of Directors

MacKenzie Realty Capital, Inc.

1 unchanged sentence

We have audited the accompanying consolidated balance sheets of Mackenzie Realty Capital, Inc.

(the “Company”), as of June 30, 2023 and 2022, the related consolidated statements of operations, changes in

equity, and cash flows for the years then ended, and the related notes and financial statement schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2023 and 2022, and the consolidated results of its operations and its cash flows for the years then ended, in

conformity with accounting principles generally accepted in the United States of America.

(the Company), as of June 30, 2024 and 2023, the

related consolidated statements of operations, changes in equity, and cash flows for the years then ended, and the related notes and financial statement schedule (collectively referred to as the “consolidated financial statements”).

opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2024

and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the

Our responsibility is to express an opinion on the

Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control

over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and

performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated

financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit

committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts

or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current-period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,

or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Purchase Price Allocation for Acquisitions

As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired certain real estate properties during the year ended June 30, 2023, that were accounted for as asset acquisitions.

For each asset acquisition, the Company assesses the acquisition-date fair values of all tangible assets, identifiable intangible assets, and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted

cash-flow analysis) that utilize appropriate discount and/or capitalization rates and other available market information to allocate the purchase price to land, buildings, and identified intangible assets and liabilities.

Estimates of the

fair values of the tangible assets, identifiable intangibles, and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, carrying costs during lease-up periods, discount rates, market

absorption periods, and the number of years the property will be held for investment.

The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate acquisitions is a critical audit matter are (i) the significant judgment

by management to determine the fair value measurements of tangible and intangible assets and liabilities to allocate the purchase price;

(ii) significant auditor judgment, subjectivity and effort in evaluating audit evidence related to the

significant assumptions used in the fair value measurement;

(iii) the sensitivity of the respective fair values to the significant underlying assumptions;

and (iv) use of professionals with specialized skill and knowledge to assist in

performing the procedures and evaluating the audit evidence obtained.

As described in Notes 2 and 3 to the consolidated financial statements, the Company acquired certain real estate properties during the year

ended June 30, 2024, that were accounted for as asset acquisitions.

For each asset acquisition, the Company assesses the acquisition-date relative fair values of all tangible assets, identifiable intangible assets, and assumed

liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis) which utilize appropriate discount and/or capitalization rates and other available market information to allocate the

purchase price to land, buildings and identified intangible assets and liabilities.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant

assumptions to estimate market lease rates, carrying costs during lease-up periods, discount rates, capitalization rates, and market absorption periods.

The principal consideration for our determination that the fair value measurements used in the purchase price allocation of real estate

acquisitions is a critical audit matter are (i) the significant judgment by management to determine the fair value measurements of tangible, intangible assets and liabilities to allocate the purchase price;

(ii) significant auditor

judgment, subjectivity and effort in evaluating audit evidence related to the significant assumptions used in the fair value measurement;

and (iii) use of professionals with specialized skill and knowledge to assist in performing the

procedures and evaluating the audit evidence obtained.

The primary procedures we performed to address this critical audit matter included:

With the assistance of our valuation specialists, we evaluated the reasonableness of certain significant fair value inputs used in the purchase price allocations related to acquired real estate

properties such as market lease rates, carrying costs during lease-up periods, capitalization rates, discount rates, market absorption periods, and prevailing interest rates.

With the assistance of our valuation specialists, we evaluated the reasonableness of certain significant fair value inputs used in the purchase price allocations related to

acquired real estate properties such as market lease rates, carrying costs during lease-up periods, capitalization rates, discount rates, and market absorption periods.

The evaluation included comparison of Company assumptions

2 unchanged sentences

Fair Value Measurements of Investments

As disclosed in Notes 2 and 4 to the consolidated financial statements, investments held by the Company have been classified as Level III investments as pricing inputs for these are unobservable and there

is little, if any, market activity for such investments.

Establishing fair values of investments is inherently subjective and is often dependent upon significant estimates and modeling assumptions that are unobservable and generally

requires the Company to establish the use of internal assumptions about future cash flows, including the cash flows of underlying real property, and appropriate risk-adjusted discount rates.

Fair values inputs for investments classified

as Level III are estimated by management using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, and local market

Management uses a valuation model that includes critical inputs such as cap rates, discount rates, and consideration of the market where the property is located.

The inputs into the determination of fair value require

significant judgment by management.

The principal consideration in our determination that the Level III fair value inputs used in the valuation of investments is a critical audit matter are (i) the significant judgment by management to

determine the fair value measurements;

(ii) significant auditor judgment, subjectivity, and effort in evaluating audit evidence related to the significant assumptions used in the fair value measurement;

(iii) the sensitivity of the

respective fair values to the significant underlying assumptions;

and (iv) use of professionals with specialized skill and knowledge to assist in performing the procedures and evaluating the audit evidence obtained.

As disclosed in Notes 2 and 4 to the consolidated financial statements, investments held by the Company have been classified as Level III

investments as pricing inputs for these are unobservable and there is little, if any, market activity for such investments.

Establishing fair values of investments is inherently subjective and is often dependent upon significant

estimates and modeling assumptions that are unobservable and generally requires the Company to establish the use of internal assumptions about future cash flows, including the cash flows of underlying real property, and appropriate

risk-adjusted discount rates.

Fair values inputs for investments classified as Level III are estimated by management using valuation methodologies that consider a range of factors, including but not limited to the price at which the

investment was acquired, the nature of the investment, and local market conditions.

Management uses a valuation model which includes critical inputs such as cap rates, discount rates and consideration of the market where the property is

The inputs into the determination of fair value require significant judgment by management.

The principal consideration in our determination that the Level III fair value inputs used in the valuation of investments is a critical

audit matter are (i) the significant judgment by management to determine the fair value measurements;

(ii) significant auditor judgment, subjectivity and effort in evaluating audit evidence related to the significant assumptions used in

the fair value measurement;

and (iii) use of professionals with specialized skill and knowledge to assist in performing the procedures and evaluating the audit evidence obtained.

The primary procedures we performed to address this critical audit matter included:

With the assistance of valuation specialists, we evaluated the reasonableness of the valuation methodology and significant assumptions used in management’s valuation models such as future cash

flows, including the cash flows of underlying real property, risk-adjusted discount rates, cap rates, nature of the investment, and local market conditions.

The evaluation included comparison of the Company’s assumptions to market

data from industry transaction databases and published industry reports.

For investments sold during the year or subsequent to year end, we evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to actual results

from those sales.

With the assistance of valuation specialists, we evaluated the reasonableness of the valuation methodology and significant assumptions used in management’s valuation models

such as future cash flows, including the cash flows of underlying real property, risk-adjusted discount rates, cap rates, nature of the investment and local market conditions.

The evaluation included comparison of the Company’s

assumptions to market data from industry transaction databases and published industry reports.

For investments sold during the year or subsequent to year end, we evaluated management’s ability to reasonably estimate fair value by comparing management’s historical

estimates to actual results from those sales.

We evaluated the mathematical accuracy of the valuation models and performed procedures over the completeness and accuracy of the data provided by management.

19 unchanged sentences

Prepaid expenses and other assets

Assets held for sale, net

Mortgage notes payable, net

9 unchanged sentences

Capital pending acceptance

Liabilities held for sale

Total liabilities

Common stock, $ 0.0001 par value, 80,000,000

shares authorized;

13,243,279.96 and 13,253,571.98 shares

issued and outstanding as of June 30, 2023 and June 30, 2022, respectively.

Preferred stock, $ 0.0001 par value, 20,000,000 shares authorized, 671,340.45

Common stock, $ 0.0001 par value, 80,000,000 shares authorized;

13,302,572.99

and 13,243,279.96 shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively.

Preferred stock, $ 0.0001 par value, 20,000,000 shares authorized:

Series A Preferred stock, 761,370.46 and 671,340.45

shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively.

Series B Preferred stock, 49,564.56 shares issued and outstanding as of June 30, 2024.

Capital in excess of par value

5 unchanged sentences

MacKenzie Realty Capital, Inc.

Statement of Operations

Statements of Operations

Year Ended June 30,

Rental and reimbursements

Depreciation and amortization

Property operating and maintenance

Interest expense

Depreciation and amortization

Asset management fees to related party (Note 8)

9 unchanged sentences

Dividend and distribution income from equity securities at fair value

Net unrealized gain (loss) on equity securities at fair value

Net unrealized loss on equity securities at fair value

Net income from equity method investments at fair value

Net realized gain from investments

Net loss on disposal of fixed assets

Net realized gain (loss) from investments

Net loss on disposal of real estate

Gain on extinguishment of debt

Net income (loss)

Net (income) loss attributable to non-controlling interests

Net income attributable to preferred stockholders

Net income (loss) attributable to common stockholders

Net income (loss) per share attributable to common stockholders

Net income attributable to non-controlling interests

Net income attributable to preferred stockholders Series A and B

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders

Weighted average common shares outstanding

1 unchanged sentence

MacKenzie Realty Capital, Inc.

Consolidated Statement of

Consolidated Statements of

Changes in Equity

Preferred Stock

Additional Paid-

Series A Preferred Stock

Series B Preferred Stock

Stockholders’

Non-controlling

Additional Paid-

Year Ended June 30, 2024

3 unchanged sentences

Distributions to non-controlling interest holders

Operating Partnership Preferred Units issued

Dividends to common stockholders

Dividends to preferred stockholders

Dividends to Series A preferred stockholders

Dividends to Series B preferred stockholders

Net income (loss)

Operating Partnership Class A conversion to common stock

Issuance of preferred stock

Issuance of common stock through reinvestment of dividends

Issuance of preferred stock through reinvestment of dividends

Issuance Operating Partnership Preferred Units through

Operating Partnership Class A conversion to

Issuance of common stock through reinvestment

Issuance of Series A preferred stock through

reinvestment of dividends

Issuance of Series B preferred stock through

reinvestment of dividends

Issuance of Series A preferred stock

Issuance of Series B preferred stock

Increase in liquidation preference - Series B preferred

Operating Partnership Series A Preferred Units issued

Operating Partnership Series B Preferred Units issued

Issuance Operating Partnership Series A Preferred Units

through reinvestment of dividends

Increase liquidation preference of Operating Partnership

Series B Preferred Units

Payment of selling commissions and fees

Redemptions of common stock

Redemptions of preferred stock

Redemptions of Series A preferred stock

Balance, June 30, 2024

13,302,572.99

Preferred stock

Additional Paid-

Series A Preferred Stock

Stockholders’

Non-controlling

Additional Paid-

Year Ended June 30, 2023

3 unchanged sentences

Distributions to non-controlling interest holders

Operating Partnership Class A units issued

Operating Partnership Preferred Units issued

Operating Partnership Series A Preferred Units issued

Dividends to common stockholders

Dividends to preferred stockholders

Dividends to Series A preferred stockholders

Net income (loss)

Operating Partnership Class A conversion to common stock

Issuance of common stock

Issuance of preferred stock

Issuance of common stock through reinvestment of dividends

Issuance of preferred stock through reinvestment of dividends

Operating Partnership Class A conversion to

Issuance of Series A preferred stock

Issuance of common stock through reinvestment

Issuance of Series A preferred stock through

reinvestment of dividends

Issuance Operating Partnership Series A Preferred Units

through reinvestment of dividends

Payment of selling commissions and fees

Redemptions of common stock

Redemptions of Series A preferred stock

Balance, June 30, 2023

3 unchanged sentences

MacKenzie Realty Capital, Inc.

Consolidated Statement of

Consolidated Statements of

Year Ended June 30,

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash from operating activities:

Net unrealized (gain) loss on equity securities at fair value

Adjustments to reconcile net loss to net cash from operating activities:

Net unrealized loss on equity securities at fair value

Net income from equity method investments at fair value

Net realized gain on investments

Net loss on disposal of fixed assets

Net realized (gain) loss on investments

Net loss on disposal of real estate

6 unchanged sentences

Changes in assets and liabilities:

Investments income, rent and other receivables

Prepaid expenses and other assets

Investments income, rents and other receivables

Due from related entities

Prepaid expenses and other assets

Deferred rent and other liabilities

3 unchanged sentences

Cash flows from investing activities:

Proceeds from sale of and sales distribution from investments

Proceeds from sale of investments

Investment acquisition advance

10 unchanged sentences

Payments on notes payable

Payment of deferred financing cost

Dividend to stockholders

Proceeds from issuance of preferred stock

Payment of finance lease liabilities

Payment of loan extension fee

Acquisition cost of below market debt

Dividend to common stockholders

Dividend to Series A preferred stockholders

Dividend to Series B preferred stockholders

Proceeds from issuance of Series A preferred stock

Proceeds from issuance of Series B preferred stock

Payment on finance lease liabilities

Payment of selling commissions and fees

2 unchanged sentences

Redemption of common stock, net of stock redemption payable

Redemption of preferred stock

Redemption of Series A preferred stock, net of stock redemption payable

Capital pending acceptance

Net cash from financing activities

Net increase in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of the year

2 unchanged sentences

Restricted cash at end of the year

Cash and restricted cash at end of the year classified as assets held for sale

Total cash, cash equivalents, restricted cash and cash classified as held for sale at end of the year

Total cash, cash equivalents and restricted cash at end of the year

Supplemental disclosure of non-cash financing activities and other cash flow information:

Issuance of common stock through reinvestment of dividends

Issuance of Series A preferred stock through reinvestment of dividends

Issuance of Series B preferred stock through reinvestment of dividends

Increase in liquidation preference of Series B preferred stock

Issuance Operating Partnership Preferred Units - Series A through reinvestment of dividends

Cash paid for interest

Increase in liquidation preference of Operating Partnership Preferred Units - Series B

Issuance of the Operating Partnership Preferred Units for the purchase of GV Executive Center, LLC (Note 1)

Issuance of the Operating Partnership Preferred Units for the purchase of One Harbor Center, LP (Note 1)

Fair value of assets acquired from consolidation of GV Executive Center, LLC

Fair value of liabilities assumed from consolidation of GV Executive Center, LLC

Fair value of assets acquired from consolidation of One Harbor Center, LP

Fair value of liabilities assumed from consolidation of One Harbor Center, LP

Issuance of the Operating Partnership Preferred Units for the purchase of First & Main, LP (Note 1)

8 unchanged sentences

Fair value of liabilities assumed from consolidation of Woodland Corporate Center Two, LP

Issuance of the Operating Partnership Class A units for the purchase of real estate assets (Note 5)

Issuance of the Operating Partnership Preferred units for the purchase of investments (Note 5)

Issuance of common stock for merger of FSP Satellite Place Corp.

Issuance of preferred stocks for merger of FSP Satellite Place Corp.

Fair value of subsidiary’s units owned prior to the merger date

Issuance of common stock through reinvestment of dividends

Issuance of preferred stock through reinvestment of dividends

Reduction in contingent consideration estimate

Cash paid for interest

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

8 unchanged sentences

amended (the “Code”).

We are authorized to issue 100,000,000 shares, of which (i) 80,000,000 are designated as common stock, with a $ 0.0001 par value per share;

We are authorized to issue 100,000,000 shares, of which (i) 80,000,000 are designated as common stock, with a $ 0.0001 par value

and (ii) 20,000,000 are designated as preferred stock, with a $ 0.0001 par value per share.

8 unchanged sentences

The third offering commenced shortly thereafter and expired on October 31, 2020.

The Parent Company’s wholly owned subsidiary, MRC TRS, Inc., (“TRS”) was incorporated under the general corporation laws of the State of California

on February 22, 2016 and operates as a taxable REIT subsidiary.

MacKenzie NY Real Estate 2 Corp., (“MacKenzie NY 2”), a wholly owned subsidiary of TRS, was formed for the purpose of making certain limited investments in New York companies.

terminated TRS effective December 31, 2022, after the sale of its sole investment and transferred the ownership of MacKenzie NY 2, to the Parent Company.

The financial statements of TRS (through its termination date) and MacKenzie NY 2 have been

consolidated with the Parent Company.

May 20, 2020, we formed an operating partnership, MacKenzie Realty Operating Partnership, LP (the “Operating Partnership”) for the purpose of acquiring and operating real estate assets.

As of June 30, 2023, we own all limited partnership units of

the Operating Partnership except for 85,243.43 Class A Limited Partnership units and 473,570.94 preferred units, which would be entitled to receive, at liquidation of the Operating Partnership, 85,243.43 common shares of the Company (stated value of $ 10.25 per share) and $ 11,839,274 (based on the stated value of $ 25

per share for the preferred units) in liquidation preference, respectively.

The Parent Company has contributed $ 72,090,886 in capital to

the Operating Partnership since inception;

thus the Class A and Series A Preferred Units represent approximately 14.99 % of

all capital contribution s.

On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol of MKZR.

We are externally managed by MacKenzie Capital Management, LP (“MacKenzie”) under a

turnkey administration agreement dated and effective as of January 1, 2021 (the “Administration Agreement”).

MCM Advisers, LP (the “Investment Adviser”), an affiliate of MacKenzie, advises us in our assessment, acquisition, and divestiture of

securities under the advisory agreement amended and restated effective January 1, 2021 (the “Amended and Restated Investment Advisory Agreement”).

Another affiliate of MacKenzie, MacKenzie Real Estate Advisers, LP (the “Real Estate Adviser”;

together, the “Investment Adviser” and the “Real Estate Adviser” may be referred to as “Adviser” or “Advisers” as appropriate) advises us in our assessment, acquisition, and divestiture of real estate assets.

We pursue a strategy focused on investing

primarily in real estate assets, and to a lesser extent (intended to be less than 20 % of our portfolio) in illiquid or non-traded debt and

equity securities issued by U.S.

companies generally owning commercial real estate.

These companies are likely to be non-traded REITs, small-capitalization publicly traded REITs, public and private real estate limited partnerships, and limited

liability companies.

Our wholly owned subsidiary, MRC TRS, Inc., (“TRS”) was incorporated under the

general corporation laws of the State of California on February 22, 2016 and operated as a taxable REIT subsidiary.

MacKenzie NY Real Estate 2 Corp., (“MacKenzie NY 2”), a wholly owned subsidiary of TRS, was formed for the purpose of making

certain limited investments in New York companies.

We terminated TRS effective December 31, 2022, after the sale of its sole investment and transferred the ownership of MacKenzie NY 2, to the Parent Company.

The financial statements of TRS

(through its termination date) and MacKenzie NY 2 have been consolidated with the Parent Company.

Effective tax year 2023, MacKenzie NY 2 have elected to be treated as a taxable REIT subsidiary.

On May 20, 2020, we formed an operating partnership, MacKenzie

Realty Operating Partnership, LP (the “Operating Partnership”) for the purpose of acquiring and operating real estate assets.

As of June 30, 2024, we own all limited partnership units of the Operating Partnership except for 82,232.08 Class A Limited Partnership units, 938,563.81 Series A preferred units and 43,212.86 Series B preferred units ,

which would be entitled to receive, at liquidation of the Operating Partnership, 82,232.08 common shares of the Company

(stated value of $ 10.25 per share), $ 23,464,095

(based on the stated value of $ 25 per share for the Series A preferred units ) in liquidation preference, and $ 1,080,322 (based on the stated value of $ 25 per share for the Series B preferred units) in liquidation preference, respectively.

The Parent Company has contributed $ 78,362,734 in capital to the Operating Partnership since inception;

thus the Class A, Series A and Series B Preferred Units represent approximately

24.47 % of all capital contribution s.

In March 2021, we, together with our joint venture partners, formed two operating companies:

Madison-PVT Partners LLC (“Madison”) and PVT-Madison Partners LLC (“PVT”), to acquire and operate two residential apartment buildings located in Oakland, California.

We own 98.45 %

and 98.75 % of equity units of Madison and PVT, respectively.

The joint venture partners own the remaining 1.55 % and 1.25 % equity units of Madison

and PVT, respectively, and also hold a carried interest in both companies.

Madison-PVT Partners LLC (“Madison”) and PVT-Madison Partners LLC (“PVT”), to acquire and operate two

residential apartment buildings located in Oakland, California.

We own 98.45 % and 98.75 % of equity units of Madison and PVT, respectively.

The joint venture partners own the remaining 1.55 % and 1.25 % equity units of Madison and PVT, respectively, and

also hold a carried interest in both companies.

We are the controlling majority owner of both companies;

therefore, effective March 31, 2021, we have consolidated the financial statements of these companies.

On April 13, 2021, we filed a preliminary offering circular (the “Offering Circular”) pursuant to Regulation A with the SEC to sell up to $ 50,000,000 of shares of our Series A preferred stock at an initial offering price of $ 25.00 per share.

The sale of shares pursuant to this offering began in November 2021 after the definitive version of the Offering Circular was qualified by the SEC on November 2, 2021.

filed a post-effective amendment to the Offering Circular on October 14, 2022, and increased the offering to sell up to $ 75 million of

shares of our Series A preferred stock.

On April 13, 2021, we filed a preliminary offering circular (the “Offering Circular”) pursuant to Regulation A with the SEC to sell up to $ 50 million of shares of our Series A preferred stock at an initial offering price of $ 25.00 per share.

We filed a post-effective amendment to the Offering Circular on October 14, 2022, and increased the offering to sell up to $ 75 million of shares of our Series A preferred stock.

The post-effective amendment to this Offering Circular was declared effective on November 13, 2022.

We filed a second post-effective amendment to the Offering Circular on November 1, 2023, which amended the offering to sell an aggregate of up to $ 75

million of shares of either our Series A preferred stock or our Series B preferred stock.

This post-effective amendment to the Offering Circular was qualified by the SEC on November 14, 2023.

On October 4, 2021, through the Operating Partnership, we acquired a 90 % economic interest in Hollywood Hillview Owner, LLC (“Hollywood Hillview”), a Delaware limited liability company, to acquire and operate a

multifamily building located in Los Angeles, California.

The remaining 10 % economic interest in Hollywood Hillview is owned by an

unaffiliated third party, True USA, LLC.

Hollywood Hillview owns 100 % of the membership interests in PT Hillview GP, LLC (the “PT

multifamily building (“Hollywood Apartments”) located in Los Angeles, California.

The remaining 10 % economic interest in Hollywood

Hillview is owned by an unaffiliated third party, True USA, LLC.

Hollywood Hillview owns 100 % of the membership interests in PT Hillview

GP, LLC (the “PT Hillview”).

We are the controlling majority owner of Hollywood Hillview;

19 unchanged sentences

On May 6, 2022, the Operating Partnership purchased 100 % of the membership interests in eight

limited liability companies (“Management Companies”) and one parcel of entitled land from The Wiseman Company, LLC (“Wiseman”) for $ 18,333,000 and $ 3,050,000 , respectively.

The limited liability companies own the general partnership interests in eight limited partnerships, each of which own a Class A or B

office property in Napa, Fairfield, or Woodland, California (the “Wiseman Properties”).

Each Management Company is the sole general partner of each of the limited partnerships.

The membership interest purchase price is subject to adjustments and

holdbacks as provided in the membership interest purchase agreement.

As part of the purchase agreement, $ 4,650,000 of the purchase price

was paid through the issuance of 206,666.67 Preferred Units of the Operating Partnership and $ 750,000 of the land purchase price was paid through the issuance of 77,881.62

limited liability companies (each a “Management Company”) and one parcel of entitled land from The Wiseman Company, LLC (“Wiseman”) for

$ 18,333,000 and $ 3,050,000 ,

respectively.

Each Management Company is the sole general partner and owns all general partnership interest in a limited partnership (each a “Wiseman Partnership”) that owns a Class A or B office property in Napa, Fairfield, Suisun, or Woodland,

California (the “Wiseman Properties”).

As part of the purchase agreement, $ 4,650,000 of the purchase price was paid through the issuance

of 206,666.67 Preferred Units of the Operating Partnership and $ 750,000 of the land purchase price was paid through the issuance of 77,881.62

Class A units of the Operating Partnership.

Further details of this acquisition are discussed in Note 5.

We have consolidated the financial statements of the eight limited liability companies, which hold the general partnership interests in the limited partnerships, effective June 30, 2022.

Wiseman is a full-service real estate syndicator, developer, broker, and property manager.

It was founded in 1979 and served as the general partner for nine currently active partnerships owning the Wiseman Properties.

Concurrently with acquiring the general partnership interests in the Wiseman

Properties, the Operating Partnership also negotiated the right to acquire the limited partnership interest in each Wiseman Property at pre-determined prices over the following two years .

Management believes this transaction is strategically important as it focuses the portfolio on our desired geographic area (Western United States) and creates a

captive pipeline of properties which we can acquire when convenient over the next two years .

On July 23, 2022, in addition to the

general partnership interest in First & Main, LP (“First & Main”), the Operating Partnership completed the acquisition of 100 %

of the limited partnership interest in First & Main for total purchase price of $ 3,376,322 , of which $ 2,711,378 was paid through issuance of 120,505.66

Preferred Units of the Operating Partnership.

We consolidated the financial statements of First & Main during the quarter ended September 30, 2022.

On October 1, 2022, in addition to the general partnership interest in 1300 Main, LP (“1300

Main”), the Operating Partnership completed the acquisition of 100 % of the limited partnership interest in 1300 Main for total

purchase price of $ 6,480,582 .

We consolidated the financial statements of 1300 Main during the quarter ended December 31, 2022.

January 3, 2023, the Operating Partnership completed the acquisition of 100 % of the limited partnership interest in Woodland Corporate

Center Two, LP (“Woodland Corporate Center Two”) for total purchase price of $ 5,636,966 , of which $ 3,242,557 was paid through the issuance of 144,113.63

Preferred Units of the Operating Partnership.

On February 1, 2023, the Operating Partnership completed the acquisition of 100 % of the

limited partnership interest in Main Street West, LP (“Main Street West”) for total purchase price of $ 8,277,016 .

We consolidated the

financial statements of Woodland Corporate Center Two and Main Street West during the quarter ended March 31, 2023.

On February 6, 2023,

we formed a new entity, MRC Aurora, LLC (the “MRC Aurora”) for the purpose of owning, developing, renovating, leasing, managing, renting, and potentially selling certain real property and building and improvements located at 5000 Wiseman Way,

Fairfield, California (the “Aurora Project”).

The Parent Company is the manager and the Operating Partnership is the sole common member of MRC Aurora.

The Operating Partnership contributed the entitled land located at 5000 Wiseman Way, Fairfield,

California in exchange for the common membership interest.

MRC Aurora plans to raise $ 10 million in preferred capital and also obtain a

construction loan to fund the development of the Aurora Project.

As of June 30, 2023, MRC Aurora has not commenced selling the preferred units, making the Operating Partnership the sole equity holder

of MRC Aurora.

Therefore, we have consolidated the financial statements of MRC Aurora .

We are externally

managed by MacKenzie Capital Management, LP (“MacKenzie”) under the administration agreement dated and effective as of January 1, 2021 (the “Administration Agreement”).

MacKenzie manages all of our affairs except for providing investment advice.

MCM Advisers, LP (the “Investment Adviser”) advises us in our assessment, acquisition, and divestiture of securities under the advisory agreement amended and restated effective January 1, 2021 (the “Amended and Restated Investment Advisory

MacKenzie Real Estate Advisers, LP (the “Real Estate Adviser”;

together, the “Investment Adviser” and the “Real Estate Adviser” may be referred to as “Adviser” or “Advisers” as appropriate) advises us in our assessment, acquisition,

and divestiture of real estate assets.

We pursue a strategy focused on investing primarily in real estate assets, and to a lesser extent (intended to be less than 20 % of our portfolio) in illiquid or non-traded debt and equity securities issued by U.S.

companies generally owning commercial real estate.

These companies are likely to be non-traded

REITs, small-capitalization publicly traded REITs, public and private real estate limited partnerships, and limited liability companies.

We have consolidated the financial statements of the eight limited liability companies,

which hold the general partnership interests in the limited partnerships, effective June 30, 2022.

Wiseman is a full-service real estate syndicator, developer, broker, and property manager founded in 1979.

Concurrently with acquiring the Management Companies and

land from Wiseman, the Operating Partnership also negotiated the right to acquire the limited partnership interests in each Wiseman Partnership at pre-determined prices over a two-year period that expired in May 2024.

Management believed this transaction was strategically important as it focuses the portfolio on our desired geographic area (Western United

States) and created a captive pipeline of properties.

We completed the acquisition of all of the limited partnership interests in five

of the eight partnerships prior to the expiration of the two-year window.

We may acquire the remaining limited partnership interests via separate agreements in the future, but there is no agreement or obligation to do so.

We acquired all the

limited partnership interests in, and therefore all the equity in, the following partnership on the following dates:

First & Main, LP (“First and Main”) in July 2022, 1300 Main, LP (“1300 Main”) in October 2022, Woodland Corporate Center Two,

LP (“Woodland Corporate Center Two”) in January 2023, Main Street West, LP (“Main Street West”) in February 2023, and One Harbor Center, LP (“One Harbor Center”) in May 2024.

Some of these acquisitions were paid in all cash, and some were

purchased through issuance of 339,078.39 and 43,212.86 of the Operating Partnership’s Series A and Series B preferred units, respectively.

We consolidated the financial statements of these five limited partnerships after we completed the acquisition of the limited partnership interests in each of these Wiseman Partnerships.

On February 6, 2023, we formed a new entity, MRC Aurora, LLC (the “MRC Aurora”) for the purpose of owning,

developing, renovating, leasing, managing, renting, and potentially selling certain real property and building and improvements located at 5000 Wiseman Way, Fairfield, California (the “Aurora Project”).

The Parent Company is the manager and the

Operating Partnership is the sole common member of MRC Aurora.

The Operating Partnership contributed the entitled land located at 5000 Wiseman Way, Fairfield, California to MRC Aurora in exchange for the common membership interest in MRC Aurora.

MRC Aurora commenced selling its preferred units in February 2024 with the goal of raising $ 10 million in preferred capital and closed

on a construction loan of $ 17.15 million on February 21, 2024 to fund the development of the Aurora Project.

Since the Operating Partnership has the 100 % voting rights and we, as the manager, have the managing and operating rights of MRC Aurora, we have consolidated the financial statements of MRC Aurora.

On September 1, 2023, we formed 220 Campus Lane, LLC (“220 Campus Lane”) to

acquire, lease and operate a vacant office building located at 220 Campus Lane, Fairfield, CA (“220 Campus Lane Office Building”) and Campus Lane Residential, LLC (“Campus Lane Residential”) to acquire and develop a parcel of vacant land adjacent

to 220 Campus Lane Office Building into a multi-family residential community.

220 Campus Lane acquired the 220 Campus Lane Office Building, and Campus Lane Residential acquired the vacant land in September 2023.

The entitlement process for the

vacant land is currently underway, but our goal of commencing construction in late 2025 will be dependent upon the City’s response to our development application that was submitted in April 2024 and securing the necessary financial resources.

own 100 % of both of these companies;

therefore, we consolidated the financial statements of these companies after the acquisitions

were completed on September 8, 2023.

On January 1, 2024, the Operating Partnership acquired 100 % membership interest in GV Executive Center, LLC (“GVEC”), which owns an office building located in Fairfield, California known as “Green Valley

Executive Center” from an affiliate of our Advisers, for a total purchase price of $ 8,703,127 , which was paid through issuance of 386,805.64 Series A Preferred Units of the Operating Partnership.

The acquisition price was determined based on the price paid for the building by the

affiliate in August 2022 adjusted for the company’s other current assets and liabilities as of the acquisition date.

The acquisition of GVEC was approved by our Independent Directors.

On August 26, 2024, the Company entered into a letter agreement with Maxim Group

LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company in connection with, among other things, strategic planning, potential uplisting to a U.S.

exchange (NASDAQ, New York Stock Exchange), and potential

rights offering, equity issuance or other mechanisms to enhance corporate and shareholder value.

In connection with the agreement, the Company has issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim’s affiliate, approximately 1 %

of the Company’s outstanding stock.

The common stock does not have any conversion rights.

As of June 30, 2024, we have raised approximately $ 119.10

million from our three common stock public offerings and $ 16.37 million from our Series A preferred stock offering pursuant to the Offering Circular.

As of June 30, 2023, we have issued common and preferred shares with gross proceeds of $ 14.19 million and $ 0.08 million,

respectively, under our dividend reinvestment plan (“DRIP”).

Of the total shares issued by us as of June 30, 2023, approximately $ 13.36

million worth of common and preferred stock shares have been repurchased under our share repurchase program.

million from our three common stock public offerings, $ 18.51 million from our Series A preferred stock offering and $ 1.26 million from our Series B preferred

stock offering pursuant to the Offering Circular.

As of June 30, 2024, we have issued common and Series A and Series B preferred shares with gross proceeds of $ 15.56 million and $ 0.25 million, respectively, under our DRIP.

Of the total shares issued by us

as of June 30, 2024, approximately $ 14.28 million and $ 0.11 million, respectively, worth of common and Series A preferred stock shares have been repurchased under our share repurchase program.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

to Form 10-K and Regulation S-X.

We follow the accounting principles generally accepted in the United States of America (“GAAP”) and our consolidated financial statements include the accounts of our wholly owned consolidated subsidiaries and

majority-owned controlled subsidiaries.

We follow the accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of our wholly owned consolidated subsidiaries and majority-owned controlled subsidiaries.

All intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period information has been reclassified to conform to the current year end presentation.

The reclassification has no effect on our consolidated balance sheet or the consolidated statement of

operations as previously reported .

The assets and liabilities of each of the consolidated subsidiaries are separate from those of the Parent Company and the Operating Partnership.

Consequently, the assets of the consolidated subsidiaries are not

available to settle the obligations of the Parent Company or the Operating Partnership, and the obligations of the subsidiaries does not constitute obligations of the Parent Company or the Operating Partnership.

Use of Estimates

3 unchanged sentences

Variable Interest Entities

We evaluate the need to consolidate our investments in securities in accordance

with ASC 810.

In determining whether we have a controlling interest in a variable interest entity and whether to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and

contractual and substantive participating rights of the partners, as well as whether the entity is a variable interest entity for which we are the primary beneficiary.

We evaluate the need to consolidate our investments in securities in accordance with ASC 810.

In determining whether we have a controlling interest in a variable

interest entity and whether to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the partners, as well as

whether the entity is a variable interest entity for which we are the primary beneficiary.

Refer to Note 7 for additional information .

and Liabilities Held for Sale

We classify long-lived assets or disposal groups to be sold as held for sale in the period in

which all of the following criteria are met:

Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group);

The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary

for sales of such assets (disposal groups);

An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been

The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as

a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year;

The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

price at which a long-lived asset (disposal group) is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset (disposal group).

A market price that is reasonable in relation to fair

value indicates that the asset (disposal group) is available for immediate sale, whereas a market price in excess of fair value indicates that the asset (disposal group) is not available for immediate sale;

Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan

will be withdrawn.

On the day that these criteria are met, we suspend

depreciation on the investment properties held for sale, including depreciation for tenant improvements and additions, as well as on the amortization of acquired in-place leases.

The investment properties and liabilities associated with those

investment properties that are held for sale are classified separately on the consolidated balance sheets for the most recent reporting period and recorded at the lesser of the carrying value or fair value less costs to sell.

Cash, Cash Equivalents and Restricted Cash

5 unchanged sentences

includes escrow accounts for real property taxes, insurance, capital expenditures and tenant improvements, and debt service and leasing costs held by lenders.

These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to

certain limits.

These balances are insured by the Federal Deposit Insurance Corporation up to certain

At times, the cash balances held in financial institutions by us may exceed these insured limits.

1 unchanged sentence

for a specified purpose and restrictions that limit the purpose for which the funds can be used.

Investments Income Receivable

income represent dividends, distributions, and sales proceeds recognized in accordance with our revenue recognition policy but not yet received as of the date of the consolidated financial statements.

The amounts are generally fully collectible

as they are recognized based on completed transactions.

Investment Income Receivable

income receivable represents dividends, distributions, and sales proceeds recognized in accordance with our revenue recognition policy but not yet received as of the date of the consolidated financial statements.

The amounts are generally fully

collectible as they are recognized based on completed transactions.

We monitor and adjust our receivables, and those deemed to be uncollectible are written-off only after all reasonable collection efforts are exhausted.

We have determined that all

investments income receivable balances outstanding as of June 30, 2023 and 2022, are collectible and do not require recording any uncollectible allowance .

We have determined that

all investments income receivable balances outstanding as of June 30, 2024 and 2023, are collectible and do not require recording any uncollectible allowance .

Rents and Other Receivables

We will periodically evaluate the collectability of amounts due from tenants and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required

payments under lease agreements.

We exercise judgment in establishing these allowances and consider payment history and current credit status of tenants in developing these estimates.

As of June 30, 2023, we recognized an allowance for doubtful

accounts of $ 150,786 .

As of June 30, 2022, we have determined that all rent receivable balances outstanding, are collectible and do

not require recording any uncollectible allowance.

We will periodically evaluate the collectability of amounts due from tenants

and maintain an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements.

We exercise judgment in establishing these allowances and consider payment history

and current credit status of tenants in developing these estimates.

As of June 30, 2024 and June 30, 2023, we recognized an allowance for doubtful accounts of $ 213,797 and $ 150,786 , respectively.

Capital Pending Acceptance

6 unchanged sentences

Organization and Offering Costs

Organization costs include, among other things, the cost of legal services

pertaining to the organization and incorporation of the business, incorporation fees, and audit fees relating to the public offerings and the initial statement of assets and liabilities.

Organization costs include, among other things, the cost of legal services pertaining to the organization and incorporation of the business, incorporation fees, and

audit fees relating to the public offerings and the initial statement of assets and liabilities.

These costs are expensed as incurred.

Offering costs

include, among other things, legal fees and other costs pertaining to the preparation of the registration statements and pre- and post-effective amendments.

The offering costs incurred by us on the Offering Circular to sell the Series A preferred stock have been classified

as a reduction of equity .

Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the

registration statements and pre and post-effective amendments.

offering costs incurred by us on the Offering Circular to sell the Series A and Series B preferred stock have been classified as a reduction of equity.

Income Taxes and Deferred Tax Liability

14 unchanged sentences

Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2024.

TRS and MacKenzie NY 2 are

subject to corporate federal and state income tax on their taxable income at regular statutory rates.

As discussed in Note 1, TRS terminated effective December 31, 2022.

As of December 31, 2022, these subsidiaries did not have material taxable

income for tax year 2022.

Therefore, TRS, and MacKenzie NY 2 did no t record any income tax provisions during any fiscal period within the tax year 2022.

As of June 30, 2023, MacKenzie NY 2 , as a taxable corporate subsidiary of the Parent Company, did no t have any

taxable income.

Therefore, we did no t record any tax provisions for tax year 2023.

MacKenzie Satellite is a qualified REIT

subsidiary of the Parent Company.

Therefore, it does not file a separate tax return.

MacKenzie NY 2 is subject to

corporate federal and state income tax on its taxable income at regular statutory rates.

As of June 30, 2024, it did no t have any

taxable income for tax year 2023 and 2024.

Therefore, we did no t record any tax provisions during any fiscal periods within the

tax year 2023 and 2024.

MacKenzie Satellite is a qualified REIT subsidiary of the Parent Company.

Therefore, it does no t file a

separate tax return.

The Operating Partnership is a limited partnership.

Hollywood Hillview, MacKenzie Shoreline, Madison, and PVT are limited liability companies.

First & Main, 1300 Main, Woodland Corporate Center Two, and Main Street West are limited partnerships.

Accordingly, all income tax liabilities of

these entities flow through to their partners, which ultimately is the Company.

Hollywood Hillview, MacKenzie Shoreline, Madison, PVT, 220 Campus Lane, Campus Lane Residential and GVEC are limited liability companies.

First & Main, 1300 Main, Woodland Corporate Center Two, Main Street West, and One Harbor Center are

limited partnerships.

Accordingly, all income tax liabilities of these entities flow through to their partners, which ultimately is the Company.

Therefore, no income tax provisions are recorded for these entities.

7 unchanged sentences

As of June 30, 2024 and 2023, there were no uncertain tax positions.

Management’s determinations regarding ASC 740 are subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax

laws, regulations and interpretations thereof.

Management’s determinations regarding ASC 740 are subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going

analysis of tax laws, regulations and interpretations thereof.

Subsequent Events

10 unchanged sentences

Revenue Recognition

Rental revenue, net of concessions, which is derived primarily from lease contracts and include rents that each tenant pays in accordance with the terms of

each lease agreement, is recognized on a straight-line basis over the term of the lease, when collectability is determined to be probable.

Minimum rent, including rental abatements, lease incentives, and contractual fixed increases attributable to operating leases are recognized on a straight-line

basis over the term of the related leases when collectability is probable.

Amounts expected to be received in later years are recorded as deferred rent receivable.

If the lease provides for tenant improvements, we determine whether the tenant

improvements, for accounting purposes, are owned by the tenant or the Company.

When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased

asset until the tenant improvements are substantially completed.

When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s

rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over the lease term.

Rental revenue, net of concessions, which is derived

primarily from lease contracts and include rents that each tenant pays in accordance with the terms of each lease agreement, is recognized on a straight-line basis over the term of the lease, when collectability is determined to be probable.

Minimum rent, including rental abatements, lease

incentives, and contractual fixed increases attributable to operating leases are recognized on a straight-line basis over the term of the related leases when collectability is probable.

Amounts expected to be received in later years are

recorded as deferred rent receivable.

If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company.

When we are the owner of the tenant

improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When the tenant is the owner of the tenant

improvements, any tenant improvement allowance (including amounts that can be taken in the form of cash or a credit against the tenant’s rent) that is funded is treated as a lease incentive and amortized as a reduction of rental revenue over

the lease term.

Tenant improvement ownership is determined based on various factors including, but not limited to:

8 unchanged sentences

lease payments are not probable of collection, we fully reserve for rent and reimbursement receivables, including deferred rent receivable, and recognize rental income on a cash basis.

Distributions received from investments are evaluated by

management and recorded as dividend income or a return of capital (reduction of investment) on the ex-dividend date.

Operational dividends or distributions received from portfolio investments are recorded as investment income.

Distributions

received from investments are evaluated by management and recorded as dividend income or a return of capital (reduction of investment) on the ex-dividend date.

Operational dividends or distributions received from portfolio investments are

recorded as investment income.

Distributions resulting from the sale or refinance of an investee’s underlying assets are compared to the estimated value of the remaining assets and are recorded as a return of capital or as investment income as

Realized gains or

losses on investments are recognized in the period of disposal, distribution, or exchange and are measured by the difference between the proceeds from the sale or distribution and the cost of the investment.

Investments are disposed of on a

first-in, first-out basis.

Net change in unrealized gain (loss) reflects the net change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gains or losses.

resulting from the sale or refinance of an investee’s underlying assets are compared to the estimated value of the remaining assets and are recorded as a return of capital or as investment income as appropriate.

Realized gains or losses on investments are recognized in

the period of disposal, distribution, or exchange and are measured by the difference between the proceeds from the sale or distribution and the cost of the investment.

Investments are disposed of on a first-in, first-out basis.

Net change in

unrealized gain (loss) reflects the net change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gains or losses.

Dividends and Distributions

36 unchanged sentences

We may value securities that do not trade on a national exchange by using published secondary market trading information.

When doing so, we first confirm that GAAP recognizes the trading price

as the fair value of the security.

When doing so, we first confirm that GAAP

recognizes the trading price as the fair value of the security.

Securities for which reliable market data are not readily available or for which the pricing source does not provide a valuation or methodology or

provides a valuation or methodology that, in the judgment of the Investment Adviser or Board of Directors, does not represent fair value, which we expect will represent a substantial portion of our portfolio of securities investments, shall

each be valued as follows:

(i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment;

(ii) preliminary valuation conclusions are documented and discussed with our

senior management;

and (iii) the Board of Directors will discuss valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate and necessary, the

respective third‑party valuation firms.

The recommendation of fair value will generally be based on the following factors, as relevant:

provides a valuation or methodology that, in the judgment of the Investment Adviser or Board of Directors, does not represent fair value, are valued as follows:

(i) each portfolio company or investment is initially valued by the investment

professionals responsible for the portfolio investment;

(ii) preliminary valuation conclusions are documented and discussed with our senior management;

and (iii) the Board of Directors will discuss valuations and determine the fair value of

each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate and necessary, the respective third party valuation firms.

The recommendation of fair value will generally be based on the

following factors, as relevant:

the nature and realizable value of any collateral;

11 unchanged sentences

Valuation of Real Property

When property is owned directly, the valuation process includes a full review of the property financial

An Argus model is created using all known data such as current rent rolls, escalators, expenses, market data in the area where the property is located, cap rates, discount rates, mortgages, interest rates, and other pertinent

We estimate future leasing and costs associated, generally over a ten-year period, to determine the fair value of the property.

Once the fair value is determined, and reviewed by the board of directors, a determination of

whether any impairment is required is made and documented.

In addition, once per year, we obtain a third-party appraisal on directly owned properties.

Determination of fair value involves subjective judgments and estimates.

Accordingly, the notes to our consolidated financial statements will

express the uncertainty of such valuations, and any change in such valuations, on our consolidated financial statements.

When property is owned directly, the valuation process includes a full review of the property financial information.

An Argus model is created using

all known data such as current rent rolls, escalators, expenses, market data in the area where the property is located, cap rates, discount rates, mortgages, interest rates, and other pertinent information.

We estimate future leasing and

costs associated, generally over a ten-year period, to determine the fair value of the property.

Once the fair value is determined, and reviewed by the Board of Directors, a determination of whether any impairment is required is made and

In addition, we may obtain a third-party appraisal on directly owned properties.

Determination of fair value involves subjective judgments and estimates and

is reviewed by the Board of Directors.

Accordingly, the notes to our consolidated financial statements will express the uncertainty of such valuations, and any change in such valuations, on our consolidated financial statements.

Equity Securities

4 unchanged sentences

Equity Securities , and measured at fair value.

The changes in the fair value of these investments are recorded in the consolidated statement of operations.

The changes in the fair value of these investments are recorded in the consolidated statements of operations.

Equity Method Investments with Fair Value Option Election

3 unchanged sentences

Changes in the fair value of these investments, which are inclusive of equity in income, are recorded in the

consolidated statement of operations during the period such changes occur.

The below list of investments would have been accounted for under the equity method if the fair value method had not been elected and have been included in investments in

the consolidated balance sheets as of June 30, 2023 and 2022:

consolidated statements of operations during the period such changes occur.

The below list of investments would have been accounted for under the equity method if the fair value method had not been elected and have been included in investments in the

consolidated balance sheets as of June 30, 2024 and 2023:

Fair Value as of

2 unchanged sentences

Limited Partnership

Capitol Hill Partners, LLC

Limited Liability Company

Citrus Park Hotel Holdings, LLC

Limited Liability Company

Lakemont Partners, LLC

4 unchanged sentences

Limited Partnership

One Harbor Center, LP

Limited Partnership

Westside Professional Center I, LP

8 unchanged sentences

Limited Liability Company

Dimensions 28, LLP

Limited Partnership

Lakemont Partners, LLC

Limited Liability Company

Secured Income L.P.

Limited Partnership

1300 Main, LP

Limited Partnership

First & Main, LP

Limited Partnership

Green Valley Medical Center, LP

Limited Partnership

Main Street West, LP

Limited Partnership

Martin Plaza Associates, LP

4 unchanged sentences

Limited Partnership

Woodland Corporate Center Two, LP

Limited Partnership

* The general partner has a 1 % partnership interest but is also entitled to profit sharing distributions ranging from 25 %

to 50 % after certain thresholds are met.

In January 2023,

Dimension 28 sold its sole property and distributed substantially all of the sales proceeds.

We received approximately $ 21.56

* The general partner has a 1 % partnership interest but is also entitled to profit sharing distributions ranging from 25 % to 50 % after certain thresholds are met.

Unconsolidated Investments (Non-security) at Fair Value

4 unchanged sentences

rest of the equity method investments at fair value in the consolidated balance sheets.

As of June 30, 2023, our investments in Green Valley Medical Center, LP, Martin Plaza Associates, LP, One Harbor Center, LP and Westside Professional

Center I, LP are considered to be voting securities under the 1940 Act.

As of June 30, 2022, our investments in 1300 Main, LP, First & Main, LP, Dimensions 28, LLP, Green Valley Medical Center, LP, Main Street West, LP, Martin Plaza

Associates, LP, One Harbor Center, LP, Westside Professional Center I, LP and Woodland Corporate Center Two, LP were considered to be voting securities under the 1940 Act.

Therefore, these investments were shown as unconsolidated investments

(non-security), at fair value in the consolidated balance sheets.

For GAAP purposes, these investments have been recorded under the equity method investments, for which we have elected the fair value option as discussed above.

As of June 30, 2024, our investments in Green Valley Medical Center, LP, Martin Plaza Associates, LP and Westside Professional Center I, LP are considered

to be voting securities under the 1940 Act.

As of June 30, 2023, our investments in Green Valley Medical Center, LP, Martin Plaza Associates, LP, One Harbor Center, LP and Westside Professional Center I, LP are considered to be voting

securities under the 1940 Act.

Therefore, these investments were shown as unconsolidated investments (non-security), at fair value in the consolidated balance sheets.

For GAAP purposes, these investments have been recorded under the equity

method investments, for which we have elected the fair value option as discussed above.

Lease Accounting Topic 842

6 unchanged sentences

are required to disclose qualitative and quantitative information about leasing arrangements to facilitate assessment the amount, timing, and uncertainty of cash flows arising from leases.

In July 2018, the

FASB issued ASU No.

2018-11, “Leases (Topic 842):

In July 2018, the FASB issued ASU No.

2018-11, “Leases

Targeted Improvements” (“ASU 2018-11”).

ASU 2018-11 provides lessors with a practical expedient to not separate lease and non-lease components if both (i) the timing and pattern of revenue

recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease.

We adopted the practical expedient as of July 1, 2019, to account for

lease and non-lease components as a single component in lease contracts where we or one of our subsidiaries is the lessor.

Our current portfolio consists of commercial office properties and residential apartment buildings whereby we generate rental revenue by leasing office space and apartment units to the building’s tenants.

tenant leases fall under the scope of Topic 842, and are classified as operating leases.

ASU 2018-11 provides lessors with a practical expedient to not separate lease and non-lease components if both (i) the timing and pattern of revenue recognition for the non-lease component

and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease.

We adopted the practical expedient as of July 1, 2019, to account for lease and non-lease components as a

single component in lease contracts where we or one of our subsidiaries is the lessor.

current portfolio consists of commercial office properties and residential apartment buildings whereby we generate rental revenue by leasing office space and apartment units to the building’s tenants.

These tenant leases fall under the scope of

Topic 842, and are classified as operating leases.

Revenues from such leases are recognized on a straight-line basis over the terms of the lease agreements.

Non-lease components of our leases are combined

with the related lease components and accounted for as a single lease component under Topic 842.

The balances of net real estate investments and related depreciation on our consolidated financial statements relate to assets for which we are the

Non-lease components of our leases are combined with the related lease components and

accounted for as a single lease component under Topic 842.

The balances of net real estate investments and related depreciation on our consolidated financial statements relate to assets for which we are the lessor .

Real Estate Assets, Capital Additions, Depreciation and Amortization

8 unchanged sentences

Depreciation and amortization expense are computed on the straight-line method over the asset’s estimated useful life .

We consider the period of future benefit of an asset to determine its appropriate useful life and anticipates the estimated

useful lives of assets by class to be generally as follows:

We consider the period of future benefit of an asset to determine its appropriate useful life and anticipates the estimated useful

lives of assets by class to be generally as follows:

16 – 45 years

3 unchanged sentences

In-place leases

Assets and Liabilities Held for Sale

We classify long-lived assets or disposal groups to be sold as held for sale in the period in

which all of the following criteria are met:

Management, having the authority to approve the action, commits to a plan to sell the asset (disposal group);

The asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary

for sales of such assets (disposal groups);

An active program to locate a buyer and other actions required to complete the plan to sell the asset (disposal group) have been

The sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition

as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year;

The asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

price at which a long-lived asset (disposal group) is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset (disposal group).

A market price that is reasonable in relation to fair

Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan

will be withdrawn.

On the day that these criteria are met, we suspend

depreciation on the investment properties held for sale, including depreciation for tenant improvements and additions, as well as on the amortization of acquired in-place leases.

The investment properties and liabilities associated with those

Real Estate Purchase Price Allocations

22 unchanged sentences

relative fair value at the date of acquisition.

Subsequent change in contingent consideration impacts the cost basis of acquired assets, which may also impact the statement of operations through

Subsequent change in contingent consideration impacts the cost basis of acquired assets, which may also impact the statements of operations through

subsequent accounting for the acquired asset.

2 unchanged sentences

depreciation or amortization of these assets should be recognized as a cumulative “catch up” adjustment, as if the additional amount of consideration that is no longer contingent had been accrued from the outset of the arrangement.

The three partnerships that we acquired during the year ended June 30, 2023;

1300 Main, Main Street West and Woodland Corporate Center Two had solar equipment leases

in place at the time of our acquisition.

Five of our properties, 1300 Main, Main Street West, Woodland Corporate Center, Green Valley Executive Center and One Harbor Center, had solar equipment leases in

place at the time of our acquisition.

Therefore, these existing solar leases were reassessed at the acquisition date and were recorded as finance leases in accordance with ASC 842.

We record leases on the consolidated balance sheet in the form

We record leases on the consolidated balance sheets in the form

of a lease liability for the present value of future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the

17 unchanged sentences

impairment charges on assets held for use were recorded for the years ended June 30, 2024 and 2023.

However, we recorded an impairment loss of $ 8,121,090

and $ 9,126,461 on our assets held for sale during the year ended June 30, 2023 and 2022, respectively, which is discussed in Note 5.

However, during the year ended June 30, 2023, we recorded an impairment loss of $ 8,121,090 on our held for sale asset (Addison Corporate Center building), which was sold in June 2023.

Gain on Dispositions of Real Estate Investments

48 unchanged sentences

Main Street West Office Building

220 Campus Lane Office Building

Green Valley Executive Center

One Harbor Center

Property Owner:

Main Street West, LP

220 Campus Lane, LLC

GV Executive Center, LLC

One Harbor Center, LP

Fairfield, CA

Number of Tenants:

4 unchanged sentences

Property Name:

First & Main Office Building

220 Campus Lane Office Building

Acquisition Date:

July 23, 2022

September 8, 2023

Purchase Price Allocation

Site Improvements

Tenant Improvements

Lease in Place

Leasing Commissions

Legal & Marketing Lease Up Costs

Debt mark-to-market

Total assets acquired

Net Leasehold Asset (Liability)

Total assets acquired, net

Property Name:

1300 Main Office Building

Campus Lane Residential Land

Acquisition Date:

October 1, 2022

September 8, 2023

Purchase Price Allocation

Tenant Improvements

Lease In Place

Leasing Commissions

Legal & Marketing Lease Up Costs

Debt mark-to-market

Solar Finance Lease

Total assets acquired

Net Leasehold Asset (Liability)

Total assets acquired, net

Property Name:

Woodland Corporate Center

Green Valley Executive Center

Acquisition Date:

6 unchanged sentences

Legal & Marketing Lease Up

Debt mark-to-market

Solar Finance Lease

Total assets acquired

Net Leasehold Asset (Liability)

Net leasehold liability

Total assets acquired, net

Property Name:

Main Street West Office Building

One Harbor Center

Acquisition Date:

February 1, 2023

Purchase Price Allocation

5 unchanged sentences

Debt mark-to-market

Solar Finance Lease

Total assets acquired

Net Leasehold Asset (Liability)

Total assets acquired, net

Net leasehold asset

Total assets acquired

The total depreciation expense of our operating properties for the years ended June 30, 2024 and June 30, 2023 was $ 5,109,524 and $ 3,735,160 , respectively .

33 unchanged sentences

Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2024, were as

Year Ended June 30, 2023

Lease Liabilities

Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2023, were as

Year Ended June 30, 2022

Lease Liabilities

9 unchanged sentences

June 30, 2023

June 30, 2022

Non Traded Companies

GP Interests (Equity method investment with fair value option election)

LP Interests (Equity method investment with fair value option election)

Investment Trust

Our above total investments at fair value are disclosed in two separate lines as investments and unconsolidated investments (non-securities) in the

consolidated balance sheets as of June 30, 2023 and 2022.

LP Interests (Equity

method investment with fair value option election)

Our above total investments at fair value are disclosed in two separate lines as investments and

unconsolidated investments (non-securities) in the consolidated balance sheets as of June 30, 2024 and 2023.

During the year ended June 30, 2024, we realized a total net loss of $ 3,016,772 from five investment liquidations and disposals (Citrus Park Hotel Holdings, LLC, Highland REIT, Inc., SmartStop Self Storage REIT,

Inc., Strategic Realty Trust, Inc., and Summit Healthcare REIT, Inc.) and two investment write-offs (BP3 Affiliate, LLC and Capitol Hill Partners, LLC).

During the year ended June 30, 2023, we realized a total gain of $ 656,984 from twelve investment liquidations and disposals (American Healthcare REIT, Inc., Coastal Realty Business Trust, REEP, Inc-A, Healthcare

Trust, Inc., HGR Liquidating Trust, Secured Income, LP, SmartStop Self Storage REIT, Inc., Summit Healthcare REIT, Inc., WP Carey, Inc., 3100 Airport Way South LP, Dimensions28 LLP, Highlands REIT Inc.

and KBS Real Estate Investment Trust II,

The following table presents fair value measurements of our investments as of June 30, 2024 and 2023, according to the fair value hierarchy:

3 unchanged sentences

Non Traded Companies

Investment Trust

The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using

2 unchanged sentences

Purchases of investments

Transfers to Level I

Transfer to Investments in Real Estate

1 unchanged sentence

Return of capital distributions

Written off contingent consideration

Net realized gains

Net unrealized loss

Net realized loss

Net unrealized gain

Ending balance at June 30, 2024

The transfer of $ 30,753 of

investments from Level III to Level I category during the year ended June 30, 2023 resulted from one of our investments converting from a non-traded REIT to publicly traded REIT.

Transfers are assumed to have occurred at the beginning of the

For the year ended June 30, 2023, changes in unrealized loss , net included in earnings relating to Level III investments still held at June 30, 2023 were $ 2,815,465 .

The following is a reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using

significant unobservable inputs (Level III of the fair value hierarchy) for the year ended June 30, 2022:

For the year ended June 30, 2024, net change in unrealized losses included in earnings relating to Level III investments still held at June 30, 2024 were $ 1,215,172 .

The following is a reconciliation of the beginning and ending balances for

investments measured at fair value on a recurring basis using significant unobservable inputs (Level III of the fair value hierarchy) for the year ended June 30, 2023:

Balance at July 1, 2022

1 unchanged sentence

Transfers to Level I

Fair value adjustment on FSP Satellite Corp.

units owned prior to consolidation (Note 1)

Transfer to Investments in Real Estate

Proceeds from sales, net

Return of capital distributions

Written off contingent consideration

Net realized gains

Net unrealized gains

Net unrealized loss

Ending balance at June 30, 2023

The transfer of $ 230,160 of

investments from Level III to Level I category during the year ended June 30, 2022 resulted from two of our investments converting from a non-traded REIT to publicly traded REIT.

Transfers are assumed to have occurred at the beginning of the

For the year ended June 30, 2022, changes in unrealized gains , net included in earnings relating to Level III investments still held at June 30, 2022 were $ 8,698,216 .

The transfer of $ 30,753 from

Level III to Level I category during the year ended June 30, 2023 resulted from one of our investments converting from a non-traded REIT to publicly traded REIT.

Transfers are assumed to have occurred at the beginning of the year.

For the year ended June 30, 2023, net change in unrealized losses included in earnings relating to Level III investments still held at June 30, 2023 were $ 2,815,465 .

The following table shows quantitative information about

6 unchanged sentences

Secondary market industry publication

Acquisition cost

Direct Capitalization Method

13 unchanged sentences

Non Traded Companies

Estimated Liquidation Value

Sponsor provided value

Liquidity discount

25.0 % - 75.0 %

Non Traded Companies

Market Activity

Secondary market industry publication

Contracted purchase of security

Market Activity

Contracted purchase price

Direct Capitalization Method

1 unchanged sentence

6.3 % - 6.5 %

Liquidity discount

Discount rate

6.8 % - 7.0 %

Discounted Cash Flow

3 unchanged sentences

Sponsor provided value

Liquidity discount

Market Activity

Secondary market industry publication

Investment Trust

Direct Capitalization Method

Capitalization rate

Liquidity discount

Summarized Financial Statements for Equity Method Investments (Fair Value Option)

Our investments in securities are generally in small and mid-sized companies in a

variety of industries.

Our investments in securities are generally in small and mid-sized companies in

a variety of industries.

In accordance with the Rule 8-03(b)(3) of Regulation S-X applicable for smaller reporting companies, we must determine which of our equity method investments measured at fair value under the Fair Value Option are

3 unchanged sentences

requires summarized financial statements for any significant equity method investments in an annual and interim report if any of the three tests exceed 20% .

In addition to the SEC rules, ASC 323-10-50-3(c) requires summarized financial statements of our equity method investments, including those reported under the fair value option,

if they are material individually or in aggregate.

Our investment in Citrus Park Hotel Holdings, LLC were determined to be significant under the income test as of June 30, 2023.

In addition, our equity method investments accounted under the

fair value option were material in the aggregate as of June 30, 2023.

The summarized financial information of Citrus Park Hotel Holdings, LLC and aggregated summarized financial information of all equity method investees as of June 30, 2023 is as

Park Hotel Holdings,

All Equity Method

Investee Aggregated

Total Liabilities

Total Equities

Total Revenues

Total Expenses

Total Net Income

In addition to the SEC rules, ASC 323-10-50-3(c) requires summarized financial statements of our equity method investments, including those reported under the fair value option, if they are material individually or in

None of our equity method investments accounted under the fair value option were determined to be individually significant under any of the

tests and are not material in aggregate as of June 30 , 2024.

Unconsolidated Significant Subsidiaries

8 unchanged sentences

rules described above.

NOTE 5 – ACQUISITIONS AND HELD FOR SALE

Acquisition of General Partnership Interests

A s discussed in Note 1, on May 6, 2022, the Operating Partnership purchased 100 % of the membership interests in the eight Management Companies that own

the general partnership interests in eight limited partnerships, each of which own a Class A or B office property in Napa, Fairfield,

Suisun City or Woodland, California.

Each Management Company is the sole general partner of each of the limited partnerships as disclosed in the following table :

General Partnership Interests

Management Companies

Total Purchase Price

1300 Main, LP

1300 Main, LLC

First & Main, LP

First & Main, LLC

Green Valley Medical Center, LP

Green Valley Medical Center, LLC

Main Street West, LP

Main Street West, LLC

Martin Plaza Associates, LP

Martin Plaza, LLC

One Harbor Center, LP

One Harbor Center, LLC

Westside Professional Center I, LP

Westside Professional Center, LLC

Woodland Corporate Center Two, LP

Woodland Corporate Center, LLC

The acquisition of general partnership interests was made in exchange for cash, preferred units in the Operating Partnership, and, in some cases,

a contingent liability as shown below:

General Partnership Interests

Preferred Units

1300 Main, LP

First & Main, LP

Green Valley Medical Center, LP

Main Street West, LP

Martin Plaza Associates, LP

One Harbor Center, LP

Westside Professional Center I, LP

Woodland Corporate Center Two, LP

The Operating

Partnership’s preferred units are issued with a $ 25 liquidation preference, but because Wiseman agreed to a 4 -year “lock-up” we agreed to a discounted issuance price of $ 22.50 per unit.

Thus, the value of the preferred units listed above is $ 22.50 per unit.

As discussed in Note 1, on July 23, 2022, in addition to the general partnership interest, the Operating Partnership completed the acquisition of 100 % of the limited partnership interest in First & Main for total purchase price of $ 3,376,322 ,

of which $ 2,711,378 was paid through issuance of 120,505.66 Preferred Units of the Operating Partnership.

On October 1, 2022, the Operating Partnership completed the acquisition of 100 % of the limited partnership interest in 1300 Main for total purchase price of $ 6,480,582 ,

all of which was paid in cash.

The Operating Partnership completed the acquisition of 100 % of the limited partnership interests in

Woodland Corporate Center Two on January 3, 2023 for a total purchase price of $ 5,636,966 , of which $ 3,242,557 was paid through the issuance of 144,113.63

Preferred Units of the Operating Partnership.

The Operating Partnership completed the acquisition of 100 % of the limited partnership

interests in Main Street West on February 1, 2023 for a total purchase price of $ 8,277,016 , all of which were paid in cash.

NOTE 5 – REAL ESTATE ACQUISITIONS AND HELD FOR SALE

A s discussed in Note 1, in September 2023, 220 Campus Lane and Campus Lane Residential acquired the vacant 220 Campus Lane Office Building and the adjacent vacant parcel of

land for a total purchase price of $ 4,473,756 , of which $ 3,300,000 was funded through seller-financed non-recourse loans.

In addition , as discussed in Note 1, on January 1, 2024, the Operating Partnership acquired 100 % membership interest in GVEC, which owns Green Valley Executive Center from an affiliate of our Advisers, for a total purchase price of $ 8,703,127 , which was paid through issuance of 386,805.64

Series A Preferred Units of the Operating Partnership.

The acquisition of GVEC was approved by our independent Board of Directors.

Additionally , as discussed in Note 1, on May 1, 2024, the Operating Partnership completed the

acquisition of 100 % limited partnership interest in One Harbor Center for a total purchase price of $ 3,796,463 , of which $ 2,647,620 was

paid through the issuance of 74,459.11 Series A Preferred Units and 43,212.86 Series B Preferred Units of the Operating Partnership.

Contingent Consideration

As discussed in our June 30, 2022 consolidated

financial statements, p ursuant to the membership interest purchase agreement, the purchase price paid at closing for the general partnership interests was reduced by 20 % as of the closing date for the property companies that had not received fully executed and in force leases, the annualized scheduled rents of which are equal to or greater than the

target scheduled rent as stated in the membership interest purchase agreement.

This 20 % holdback will be paid upon a property company

reaching the stabilization threshold, reduced by stabilization costs, as defined in the membership interest purchase agreement.

Management believes that it is probable that the stabilization thresholds will be reached for each of the property

companies that did not meet this threshold at the acquisition date.

As discussed in Note 1, p ursuant to the membership interest purchase agreement for the Wiseman

partnerships, the purchase price paid at closing for the general partnership interests was reduced by 20 % as of the closing date for

the property companies that had not received fully executed and in force leases, the annualized scheduled rents of which are equal to or greater than the target scheduled rent as stated in the membership interest purchase agreement.

This 20 % holdback will be paid upon a property company reaching the stabilization threshold, reduced by stabilization costs, as defined in the membership

interest purchase agreement.

Management believes that it is probable that the stabilization thresholds will be reached for each of the property companies that did not meet this threshold at the acquisition date.

Hence, the 20 % holdback in the amount of $ 2,715,000 was recorded as a contingent liability as of the acquisition date.

During the year ended June 30, 2023, we paid $ 1,154,125 of the total contingent liability.

In addition, we reduced the contingent liability by $ 57,875 as of June 30, 2023, due to the actual holdback payment on Westside Professional Center I being lower than the original estimated amount.

As of June 30, 2023 and 2022, contingent liability amounted to $ 1,503,000 and $ 2,715,000 , respectively .

Debt Guaranty

The Wiseman partnerships have mortgage loans with various banks and the loans are guaranteed by Wiseman and its owner, Doyle Wiseman and his trust.

The mortgage loans of 1300

Main, LP, One Harbor Center, LP, Martin Plaza Associates, LP, and Main Street West, LP are also guaranteed by the partnerships’ general partner as the co-guarantor .

On July 1, 2022, subsequent to Operating Partnership’s acquisition of the management companies, Wiseman’s owner, Doyle Wiseman and the Operating

Partnership entered into an indemnity agreement whereby the Operating Partnership will indemnify Doyle Wiseman for any losses suffered by him through the default of a limited partnership on the mortgage secured by the property owned by the limited

Historically, none of the limited partnerships has had any defaults on any mortgages and Doyle Wiseman has not had to satisfy any mortgage default through a guaranty.

Furthermore, each of the limited partnerships is adequately

capitalized, has sufficient cash flow from operations to service the mortgage notes and has not required Doyle Wiseman to provide any subordinated financial support to the limited partnerships.

Therefore, we have no t recorded any liability related to the guaranty on the mortgage loans as of June 30, 2023.

Acquisition of Land

The Operating Partnership acquired a parcel of entitled land of approximately 3 acres located at the corner of Business Center Drive and Healthcare Drive in Fairfield, California from Wiseman on May 6, 2022.

As part of the land acquisition, the Operating Partnership acquired all development agreements and rights, civil, design and building plans, right,

benefits and privileges held by Wiseman.

The total acquisition price of the land was $ 3,050,000 , of which $ 750,000 was paid through the issuance of 77,882

Class A units of the Operating Partnership.

Assets and Liabilities Held for Sale

O n June 28, 2022, the Addison Property Owner, LLC (the “Addison Property Owner”) entered into a forbearance agreement for the sale of Addison Corporate Center with the

lender of the note payable discussed in Note 10.

As a result, the Addison Property Owner’s operations met the criteria to be classified as held for sale, which requires us to present the related assets and liabilities as separate line items in

our consolidated balance sheets.

We recorded these assets and liabilities at fair value less any costs to sell.

Therefore, we recorded an impairment loss allowance of $ 9,126,461 on assets held for sale as of June 30, 2022.

Due to an additional decrease in estimated fair value of the property, which was based on the estimated sale price less the estimated

closing costs, we recorded an additional impairment loss allowance of $ 8,121,090 prior to the sale of the property during the year

ended June 30, 2023 .

On June 14, 2023, we sold Addison Corporate Center to a third party for net sales proceeds of $ 8,695,764 , after $ 304,236 of closing costs, and recognized a

net loss of $ 352,540 .

This is included in the net loss on disposal of real estate in the statement of operations.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in our

consolidated balance sheets:

June 30, 2023

June 30, 2022

Real estate assets

Building, fixtures and improvements

Intangible lease assets

accumulated depreciation and amortization

Total real estate assets, net

Investments income, rents and other receivables

Due from related entities

Prepaid expenses and other assets

Allowance for impairment of assets held for sale

Deferred rent and other liabilities

Accounts payable and accrued liabilities

Total liabilities

We determined that the operations included in the table above did not meet the criteria to be classified as discontinued operations under the

applicable guidance.

30, 2023, the contingent liability amounted to $ 1,503,000 , which was paid in full as of June 30 , 2024 .

Held for Sale

In August 2024 , the Company decided to list Hollywood Apartments for sale and met the criteria to be classified as held for sale.

Accordingly , the asset will be classified as an asset held for sale in our consolidated financial statements as of September 30,

NOTE 6 – LEASES

Lessee Arrangements

As discussed in Note 2, we acquired three

As discussed in Note 2, we acquired five

partnerships which had solar equipment leases in place.

1 unchanged sentence

Our leases have remaining terms of 4.17 to 6.75 years.

Right-of-use assets and lease liabilities by

lease type, and the associated balance sheet classifications, are as follows:

Right-of-use assets and lease liabilities by lease type, and the associated

balance sheet classifications, are as follows:

Balance Sheet Classification

June 30, 2024

June 30, 2023

Right-of-use assets:

7 unchanged sentences

June 30, 2024

June 30, 2023

Building, fixtures and improvements

Accumulated depreciation

Lease Expense

Real estate assets, net

Lease Expense

The components of total lease cost were as follows for the year ended June 30,

June 30, 2023

2024 and 2023:

Year ended June 30,

Finance lease cost

12 unchanged sentences

June 30, 2024

June 30, 2023

Finance lease weighted average remaining lease term (years)

23 unchanged sentences

Nonconsolidated VIEs

As of June 30, 2023 and 2022, four

and six of our unconsolidated VIEs, respectively, include interests in limited partnerships and limited liability companies.

determined that the Company is not the primary beneficiary of these entities because the managing partner or member of each of these entities has the power to direct the activities that most significantly affect the VIE’s economic performance.

As of June 30, 2024 and 2023, two

and four of our unconsolidated VIEs, respectively, include interests in limited partnerships and limited liability companies.

have determined that the Company is not the primary beneficiary of these entities because the managing partner or member of each of these entities has the power to direct the activities that most significantly affect the VIE’s economic

Accordingly, these VIEs have not been consolidated with us, and they have been reported as investments at fair value in the June 30, 2024 and 2023, consolidated balance sheets.

11 unchanged sentences

As discussed in Note 1, on January 26, 2021, our Board of Directors approved, effective January 1, 2021, two advisory agreements, an Advisory Management Agreement with the Real Estate Adviser and the Amended and Restated Investment Advisory Agreement with the Investment

The terms of the Advisory Management Agreement with the Real Estate Adviser provide that we will continue to pay an Asset Management Fee on

essentially the same terms as we were paying the Investment Adviser prior to 2021, namely based upon a percentage of Invested Capital ( 3 %

of the first $ 20 million, 2 %

of the next $ 80 million, and 1.5 %

over $ 100 million).

Invested Capital is equal to the amount calculated by multiplying the total number of outstanding shares,

preferred shares, and the partnership units (units in our operating partnership issued by us and held by persons other than us) issued by us by the price paid for each or the value ascribed to each in connection with their issuance.

Advisory Management Agreement also provides for a 2.5 % Acquisition Fee on new (non-security) purchases, subject to certain

limitations designed to eliminate incentives to “churn” our assets.

The new Advisory Management Agreement also provides for an incentive management fee that is equal to 15 % of all distributions once shareholders have received cumulative distributions equal to 6 %

from the effective date of the Agreement.

We will not pay any Property Management Fees, Debt Financing Fees, or Disposition Fees to the Real Estate Adviser.

The Investment Adviser will receive an annual fee equal to $ 100 for providing the investment advice to us as to our securities portfolio under the Amended and Restated Investment Advisory Agreement.

During the year ended June 30, 2023, we incurred asset management fees of $ 3,004,725 .

During the year ended June 30, 2022, we incurred asset management fees of $ 2,725,588 .

The asset management and base management fees mentioned above were based on the following quarter ended Invested Capital segregated in three

columns based on the annual fee rate:

The terms of the Advisory Management Agreement with the Real Estate Adviser provide that we will continue to pay an Asset Management Fee on essentially the same

terms as we were paying the Investment Adviser prior to 2021, namely based upon a percentage of Invested Capital ( 3 % of the first $ 20 million, 2 % of the next $ 80 million, and 1.5 % over $ 100 million).

Invested Capital is equal to the amount calculated by multiplying the total number of outstanding shares, preferred shares, and the

partnership units (units in our operating partnership issued by us and held by persons other than us) issued by us by the price paid for each or the value ascribed to each in connection with their issuance.

The Advisory Management Agreement

also provides for a 2.5 % Acquisition Fee on new (non-security) purchases, subject to certain limitations designed to eliminate

incentives to “churn” our assets.

The new Advisory Management Agreement also provides for an incentive management fee that is equal to 15 %

of all distributions once shareholders have received cumulative distributions equal to 6 % from the effective date of the

The Investment Adviser will receive an annual fee equal to $ 100

for providing the investment advice to us as to our securities portfolio under the Amended and Restated Investment Advisory Agreement.

During the years ended June 30, 2024 and 2023 , we incurred asset management fees of $ 3,224,834 and $ 3,004,725 , respectively .

The asset management fees mentioned above were based on the following quarter ended Invested Capital segregated in three columns based on the annual fee rate:

Asset Management Fee Annual %

10 unchanged sentences

June 30, 2023

During the years ended June 31, 2023 and 2022, we did no t incur or accrue any incentive management fee under the new Advisory Management Agreement.

During the years ended June 31, 2024 and 2023, we did no t

incur or accrue any incentive management fee under the new Advisory Management Agreement.

Property Management and Leasing Services:

On May 6, 2022, the Real Estate Adviser’s newly formed wholly owned subsidiary, Wiseman Company Management, LLC (“WCM”), purchased the property

management and leasing services rights from Wiseman.

Therefore, effective the acquisition date, WCM has been providing property management and leasing services to the eight property limited partnerships in accordance with the pre-existing agreements.

There have been no changes to any of the management services agreements terms with the property

limited partnerships since the acquisition of the property management service rights.

During the year ended June 30, 2023, the eight

limited partnerships paid total property management fees of $ 489,387 and leasing commissions of $ 591,596 to WCM.

In addition, during the year ended June 30, 2023, the eight partnerships also paid $ 1,963,432 to WCM for direct operating

costs and construction of tenant improvements.

On May 6, 2022,

the Real Estate Adviser’s newly formed wholly owned subsidiary, Wiseman Company Management, LLC (“WCM”), purchased the property management and leasing services rights from Wiseman.

Therefore, effective the acquisition date, WCM has been

providing property management and leasing services to the eight property limited partnerships in accordance with the

pre-existing agreements.

There have been no changes to any of the management services agreements terms with the property limited partnerships since the acquisition of the property management service rights.

year ended June 30, 2024, the ten limited partnerships paid total property management fees of $ 596,268 and leasing commissions of $ 489,571

In addition, during the year ended June 30, 2024, the eleven partnerships also paid $ 1,702,616 to WCM for direct operating costs and construction of tenant improvements.

year ended June 30, 2023, the eight limited partnerships paid total property management fees of $ 489,387 and leasing commissions of $ 591,596

In addition, during the year ended June 30, 2023, the eight partnerships also paid $ 1,963,432 to WCM for direct operating costs and construction of tenant improvements.

Organization and Offering Costs Reimbursement:

As provided in the Offering Circular, offering costs incurred and paid by us in excess of $ 550,000 in connection with the offering will be reimbursed by the Advisers except to the extent that 10 % in broker fees are not incurred.

In such case, the broker savings were available to be paid by us for marketing expenses or other non-cash compensation.

As of June 30, 2022, we

incurred $ 600,130 of offering costs on our Offering Circular to sell the preferred stock, of which $ 501,917 relates to syndication cost paid by Mackenzie on behalf of us in connection with the preferred stock offering.

Total offering costs

incurred as of June 30, 2022, were in an excess of the total offering cost reimbursement threshold including the broker savings by $ 21,841 .

However, we increased the offering costs reimbursement threshold from $ 550,000 to $ 825,000 as noted in our updated Offering Circular filed on October 14, 2022.

Therefore, the cumulative offering costs as of June 30, 2022 were below the reimbursement

As of June 30, 2023, we incurred $ 1,099,189 of offering costs on our Offering Circular to sell the preferred stocks, of

which $ 1,000,667 relates to syndication cost paid by Mackenzie on behalf of us in connection with the preferred stock offering.

Total offering costs incurred as of June 30, 2023 were below the offering cost reimbursement threshold including the broker savings.

As detailed in the Offering Circular, offering costs incurred and paid by us in excess of $ 825,000

(excluding legal fees) in connection with the offering of preferred stock will be reimbursed by the Advisers except to the extent that 10 %

in broker fees are not incurred during the issuance of the preferred shares.

In such case, the broker fees savings are available to us for paying marketing expenses or other non-cash compensation and therefore the broker fees savings

increases the offering cost reimbursement threshold from the Advisers.

As of June 30, 2024, we incurred $ 1,385,342 (excluding

legal fees) of offering costs, of which $ 1,363,107 relates to offering cost paid by Mackenzie on behalf of us in connection with

the preferred stock offering.

As of June 30, 2023, we incurred $ 1,099,189 of offering costs, of which $ 1,000,667 relates to offering cost paid by Mackenzie on behalf of us in connection with the preferred stock offering.

The total offering cost

incurred as of June 30, 2024 were in excess of the total offering cost reimbursement threshold including the broker savings by $ 259,575 .

The total offering costs incurred as of June 30, 2023 were below the offering cost reimbursement threshold including the broker savings.

The cumulative offering costs in excess of the reimbursable threshold have been reimbursed by the

Adviser during the year ended June 30, 2024.

Administration Agreement:

Under the Administration Agreement, we reimburse MacKenzie for its allocable portion of overhead and other expenses it incurs in performing its

obligations under the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services,

subject to the independent directors’ approval.

In addition, we reimburse MacKenzie for the fees and expenses associated with performing compliance functions, and its allocable portion of the compensation of our Chief Financial Officer, Chief

Compliance Officer, Director of Accounting and Financial Reporting, and any administrative support staff.

Effective November 1, 2018, transfer agent services are also provided by MacKenzie and the costs incurred by MacKenzie in providing the services

are reimbursed by us.

No fee (only cost reimbursement) is being paid by us to MacKenzie for this service.

Under the Administration Agreement, we reimburse MacKenzie for its allocable portion of overhead and other expenses it incurs in performing its obligations under

the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services, subject to the

independent directors’ approval.

In addition, we reimburse MacKenzie for the fees and expenses associated with performing compliance functions, and its allocable portion of the compensation of our Chief Financial Officer, Chief Compliance

Officer, Director of Accounting and Financial Reporting, and any administrative support staff.

Since November 1, 2018, MacKenzie has provided transfer agent services, with the costs incurred by MacKenzie being reimbursed by us.

No fee (only cost

reimbursement) is paid to MacKenzie for this service.

Effective March 5, 2024, we hired Securities Transfer Corporation, a third-party transfer agent, to provide these services for our common and Series B preferred stock.

The administrative cost reimbursements for the years ended June 30, 2024 and 2023 were $ 756,733 and $ 726,000 , respectively.

The transfer agent services cost

reimbursement for the years ended June 30, 2023 and 2022 were $ 92,000 and $ 106,401 .

The transfer agent

services cost reimbursement for the years ended June 30, 2024 and 2023 were $ 66,267 and $ 92,000 , respectively.

The table below outlines the related party expenses incurred for the years ended June 30, 2024 and 2023, and unpaid as of June 30, 2024 and 2023.

5 unchanged sentences

Asset management fees- the Real Estate Adviser

Asset acquisition fees- the Real Estate Adviser (3)

Administrative cost reimbursements- MacKenzie

Asset acquisition fees- the Real Estate Adviser (1)

Transfer agent cost reimbursements - MacKenzie

2 unchanged sentences

Due to related entities

Expenses paid by MacKenzie and General Partner of a subsidiary on behalf of us and subsidiary.

Asset acquisition fees paid to the Real Estate Adviser were capitalized as a part of the real estate basis in accordance with our policy.

The acquisition fee paid during the

year ended June 30, 2024 was for the acquisition of 220 Campus Lane and Campus Lane Residential in September 2023, Green Valley Executive Center in January 2024 and One Harbor Center in May 2024.

Offering costs paid by MacKenzie - discussed in this Note under organization and offering costs reimbursements.

Asset acquisition fees paid to the Real Estate Adviser were capitalized as a part of the real estate basis in accordance with our

The acquisition fee paid during the year ended June 30, 2023 was for the acquisition of First & Main in July 2022, 1300 Main in October 2022, Woodland Corporate Center Two in January 2023 and Main Street West in February

Affiliated Investments:

Coastal Realty Business Trust (“CRBT”):

CRBT is a Nevada business trust whose trustee is MacKenzie.

Each series of the trust has its own beneficiaries and own assets.

We own the following

series of CRBT and we are the only beneficiary of that series.

Under the terms of the agreement, there are no redemption rights to any of the series participants.

CRBT, REEP, Inc.– A has an ownership interest in one of three general partners of a limited partnership which owns one multi-family property located in Frederick, Maryland.

the year ended June 30, 2023, the series sold the underlying investments, distributed the proceeds to us and dissolved the series.

We received total proceeds of $ 81,627 and realized a gain of $ 47,637 .

Expenses paid by MacKenzie and General Partner of a subsidiary on behalf of us and subsidiary.

NOTE 9 – MARGIN LOANS

8 unchanged sentences

NOTE 10 – MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT

Addison Property Owner Mortgage Notes Payable

Addison Property Owner is the obligor under a note payable to Wells Fargo

Bank, NA (the “Lender”) in the original loan amount of $ 32,000,000 at an interest rate of LIBOR plus 3.75 %.

The loan originally matured on November 1, 2019 ,

and was secured by the property owned by Addison Property Owner.

On June 8, 2020, as part of the Contribution Agreement, we agreed to “bad-boy”

guarantee the loan and the maturity date of the loan was extended to April 30, 2021, with an option to further extend the maturity date to April 30, 2022 .

In April 2021, we exercised the option and extended the loan maturity date to April 30, 2022.

The principal balance of the loan immediately prior to the Loan Modification Agreement was $ 25,827,107 .

The new loan principal amount due under the modified agreement was $ 24,404,257 , and the interest rate was modified to be equal to the Federal Funds Rate plus 3.75 %.

The loan required payments only of interest through the maturity date;

however, certain provisions of the loan agreement allow the lender to apply excess cash flow during a cash trap period to the

principal balance.

On April 30, 2022, the notes payable matured and Addison Property Owner was

unable to extend the loan.

On June 28, 2022, Addison Property Owner entered into a forbearance agreement with the Lender.

The loan accrued interest at the default rate as per the loan agreement.

Effective June 28, 2022, on monthly basis the lender collected all cash

revenues from Addison Corporate Center and deducted funds sufficient to satisfy monthly accrued interest at the default rate, any outstanding fees and costs incurred by the lender.

The excess cash was made available to the borrower for the

payment of previously approved budgeted operating expenses.

Any funds remaining thereafter were applied towards the unpaid loan principal balance.

As discussed in

Note 5, on June 14, 2023, we sold Addison Corporate Center in accordance with the forbearance agreement.

The total net sales proceeds of $ 7,612,492

were applied to the loan in full satisfaction of the amounts owed.

The total outstanding principal balance on the note as of the note settlement date was $ 21,633,233 after sweeping the remaining operating cash balance of $ 495,466 and the accrued

interest was $ 819,987 .

Therefore, after the sale, we recorded a gain on extinguishment of debt of $ 14,840,728 , as shown in the consolidated statement of operations.

The outstanding loan amount as of June 30, 2022 was $ 19,604,382 .

Under the Loan Modification Agreement and Replacement Guaranty, we guaranteed

only the “Recourse Obligations” under the loan, which were triggered only if the guarantor of the loan engaged in “Bad Boy Acts” (such as fraud, intentional misrepresentation, willful misconduct, waste, conversion, intentional failure to pay

taxes or maintain insurance, filing for bankruptcy, etc.).

As of June 30, 2022, we did not record any debt guaranty obligation because (i) the Addison Property Owner was current on the loan payments, (ii) Addison Property Owner had sufficient

cash flow to meet its monthly payments, and (iii) we had not engaged in inappropriate actions that would give rise to a guaranty obligation.

As of June 30, 2023, we did not record any debt guaranty obligations because the Property was sold as

of June 30, 2023 as discussed above.

Madison and PVT Notes Payable

11 unchanged sentences

Accordingly, as of June 30, 2024 and 2023, the

outstanding loan amounts for both years were $ 6,737,500 and $ 8,387,500 , on the Madison and PVT mortgage loans, respectively.

outstanding loan balances for both years were $ 6,737,500 and $ 8,387,500 , on the Madison and PVT mortgage loans, respectively.

The mortgage notes payable balances are disclosed as a part of the mortgage notes payable in the

consolidated balance sheets.

PT Hillview Notes Payable

4 unchanged sentences

The loan was obtained to finance the acquisition of Hollywood Apartments.

The loan matures on October 6, 2023 and can be extended for two successive 12 month terms (the “Maturity Date”) and is secured by the Hollywood Apartments.

The loan requires interest-only monthly payments with the

principal balance due at maturity date.

The loan is secured by Hollywood Apartments and has an initial maturity date of October 6, 2023 , which can be extended for two

successive 12 -month terms (the “Maturity Date”).

On August 14, 2023, PT Hillview exercised the first extension option to extend the term of

the loan to October 6, 2024 .

The loan requires interest-only monthly payments

with the principal balance due at maturity date.

Interest is due based on a 360 -day amortization period.

The outstanding balances as of

June 30, 2023, and June 30, 2022, were $ 17,500,000 and $ 16,804,689 , respectively, which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

PT Hillview also entered into an interest rate

cap agreement on October 4, 2021, as required by the lender.

We have not recorded the fair value and the changes in the fair value of the contract in our consolidated financial statements as the amounts were insignificant to our

consolidated financial statements.

The outstanding

balances as of June 30, 2024 and 2023 was $ 17,500,000 , which is disclosed as a part of the mortgage notes payable in the

consolidated balance sheets.

PT Hillview also entered into an interest rate cap agreement on October 4, 2021, as required by the lender.

interest rate cap agreement was revised on September 29, 2023.

We have not recorded the fair value and the changes in the fair value of the contract in our consolidated financial statements as the amounts were

insignificant to our consolidated financial statements.

Pursuant to Section 2.4.5 of the loan agreement, the lender determined

9 unchanged sentences

As of June 30, 2024, we have not recorded any guaranty obligations since we have not

engaged in any bad boy acts, substantial cash reserves are maintained to cover the basic carrying costs and the redevelopment construction work has been completed as agreed.

engaged in any bad boy acts, substantial cash reserves are maintained to cover the basic carrying costs and the redevelopment construction work was completed as agreed.

In August 2024, the underlying property has been listed for sale.

We are currently

in negotiation with the lender for a short-term extension to allow for the property to be marketed and sold.

MacKenzie Shoreline Mortgage Notes Payable

17 unchanged sentences

subsequently indemnified by the Operating Partnership on July 1, 2022 as discussed in Note 5.

The outstanding balance of the loan as of June 30, 2023 was $ 11,288,012 , which is disclosed as a part of the mortgage notes payable in the consolidated balance sheet.

We consolidated First & Main with our consolidated financial statements during the quarter

ended September 30, 2022, accordingly, this mortgage note payable is not included in our consolidated balance sheet as of June 30, 2022.

The outstanding balance of the loan as of June 30, 2024 and 2023, was $ 10,963,355 and $ 11,288,012 , respectively, which

is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

The following table provides the projected principal and interest

payments on the loan for the next three years:

payments on the loan for the next two years:

Fiscal Year Ending June 30, :

1 unchanged sentence

In 2018, First & Main voted to issue $ 1,000,000 in interest-only junior promissory notes.

The notes were issued in 2018 and 2019 with a maturity date of December 31, 2023 and include no

The notes were issued in 2018 and 2019 with an original maturity date of December 31, 2023 and included no

prepayment penalty for early retirement.

Of the total promissory notes, notes with a total principal balance of $ 350,000 were paid off as of December 31, 2023.

The maturity dates of the remaining promissory notes were extended to:

December 31, 2025 , with a principal balance of $ 100,000 ,

December 31, 2026 , with a principal balance of $ 100,000 , and December 31, 2028 , with a total principal balance

of $ 450,000 .

Interest on the notes is payable on the first day of each month at 7 % per annum.

The promissory notes are disclosed as a part of the notes payable in the consolidated balance sheet as of June 30, 2023.

We consolidated First & Main with our consolidated financial statements during the quarter ended September 30,

accordingly, these notes are not included in our consolidated balance sheet as of June 30, 2022.

The promissory notes are disclosed as a part of the notes payable in the consolidated balance sheets.

In March 2024, the partnership obtained a new loan with the principal amount of $ 200,000 in an interest-only junior promissory note.

The note was issued on March 8, 2024 with a maturity date of March 31, 2025 .

Interest on the note is payable on the first day of each month at 8.5 % per annum.

Small Business Administration (“SBA”) Loan

4 unchanged sentences

The loan is disclosed as a part of the notes payable in the

consolidated balance sheet as of June 30, 2023.

We consolidated First & Main with our consolidated financial statements during the quarter ended September 30, 2022;

accordingly, this loan was not included in our consolidated balance

sheet as of June 30, 2022.

consolidated balance sheets.

Solar System Loan (First & Main)

3 unchanged sentences

Monthly payments of principal and interest will be $ 1,486 .

As of June 30, 2023, the outstanding balance of the loan amounted to $ 182,393 and is disclosed as a part of the notes payable

in the consolidated balance sheet.

We consolidated First & Main with our consolidated financial statements during the quarter ended September 30, 2022;

accordingly, this loan is not included in our consolidated balance sheet as of

June 30, 2022.

As of June 30, 2024 and 2023, the outstanding balance of the loan amounted to $ 163,362 and $ 182,393 , respectively, and is

disclosed as a part of the notes payable in the consolidated balance sheets.

1300 Main Mortgage Notes Payable

8 unchanged sentences

The loan is guaranteed by Wiseman, but Wiseman was subsequently indemnified by the Operating Partnership

on July 1, 2022 as discussed in Note 5.

The outstanding balance of the loan as of June 30, 2023 was $ 8,393,068 , which is

disclosed as a part of the mortgage notes payable in the consolidated balance sheet as of June 30, 2023.

We consolidated 1300 Main with our consolidated financial statements during the quarter ended December 31, 2022, accordingly, this

mortgage note payable was not included in our consolidated balance sheet as of June 30, 2022.

In accordance with the asset acquisition accounting, the debt assumed

from the acquisition of 1300 Main was measured at fair value.

on July 1, 2022.

The outstanding balance of the loan as of June 30, 2024 and 2023, was $ 8,168,350 and $ 8,393,068 , respectively, which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

Consistent with asset acquisition accounting, the debt assumed from the

acquisition of 1300 Main was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 338,000

of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 2.

of the acquisition cost was allocated to debt mark-to-market.

The debt mark-to-market value is amortized over the remaining loan term.

The debt mark-to-market value, net of accumulated amortization as of June 30,

2023 amounted to $ 177,895 and was netted against the total debt balance in the consolidated balance sheet.

The debt mark-to-market value, net of accumulated amortization as of June 30, 2023, amounted to $ 177,895 , respectively, and was netted against the total debt balance in the consolidated balance sheets.

The debt mark-to-market value was fully amortized

as of June 30, 2024.

The following table provides the projected principal and interest

6 unchanged sentences

Monthly payments will be $ 731 .

The loan is disclosed as a part of the notes payable in the

consolidated balance sheet as of June 30, 2023.

We consolidated 1300 Main with our consolidated financial statements during the quarter ended December 31, 2022;

accordingly, this loan was not included in our consolidated balance sheet

as of June 30, 2022.

The outstanding balance of the loan as of June 30, 2024 and 2023 was $ 160,111 , which is

disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

Woodland Corporate Center Two Mortgage Notes Payable

1 unchanged sentence

agreement with Western Alliance Bank, in the amount of $ 7,500,000 at a fixed annual interest rate of 4.15 %.

The loan was obtained to finance the acquisition of Woodland Corporate Center Two Office Building.

The loan matures on October 7, 2024

and is secured by Woodland Corporate Center Two Office Building.

The loan was obtained to finance the acquisition of Woodland Corporate Center Office Building.

The loan matures on October 7, 2024 and

is secured by Woodland Corporate Center Office Building.

The loan requires monthly payments of principal and interest based on a 25-year

2 unchanged sentences

The outstanding

balance of the loan as of June 30, 2023 was $ 6,827,930 , which is disclosed as a part of the mortgage notes payable in the

consolidated balance sheet.

We consolidated Woodland Corporate Center Two with our consolidated financial statements during the quarter ended March 31, 2023, accordingly, this mortgage note payable was not included in our consolidated

balance sheet as of June 30, 2022

balance of the loan as of June 30, 2024 and 2023, was $ 6,626,543

and $ 6,827,930 , respectively,

which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets .

The Company is currently working with a different lender to refinance the loan and has already received pre-approval for the new loan.

The following table provides the projected principal and interest

payments on the loan for the next two years:

payments on the loan for the next year:

Fiscal Year Ending June 30, :

Main Street West Mortgage Notes Payable

On October 22, 2019, Main Street West entered into a loan agreement

with First Northern Bank of Dixon, in the amount of $ 16,600,000 at a fixed annual interest rate of 4 %.

The loan was obtained to finance the acquisition of Main Street West Office Building.

The loan matures on November 1, 2024 and is

secured by Main Street West Office Building.

The loan requires monthly payments of principal and interest based on a 5 year

amortization period with the remaining principal balance due at maturity.

The loan is guaranteed by Wiseman, but Wiseman was subsequently indemnified by the Operating Partnership on July 1, 2022 as discussed in Note 5.

The outstanding

balance of the loan as of June 30, 2023 was $ 15,337,106 , which is disclosed as a part of the mortgage notes payable in the

consolidated balance sheet.

We consolidated Main Street West with our consolidated financial statements during the quarter ended March 31, 2023, accordingly, this mortgage note payable was not included in our consolidated balance sheet

as of June 30, 2022.

In accordance with the asset acquisition accounting, the debt assumed

from the acquisition of Main Street West was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 717,000 of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 2.

22, 2019, Main Street West entered into a loan agreement with First Northern Bank of Dixon, in the amount of $ 16,600,000 at a

fixed annual interest rate of 4 %.

The loan was obtained to refinance the prior loan secured by the real property when it

The loan matures on November 1, 2024 and is secured by Main Street West Office Building.

The loan requires monthly payments of principal and interest based on a 25-year amortization period with the remaining principal balance due at maturity.

The loan is guaranteed by Wiseman, but Wiseman was subsequently indemnified by the Operating

Partnership on July 1, 2022 as discussed in Note 5.

The outstanding balance of the loan as of June 30, 2024 and 2023, was $ 14,893,842

and $ 15,337,106 , respectively, which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

We are currently in negotiation with the lender to extend the

An appraisal has been ordered by the lender to determine the current value and a modified loan amount.

It is likely that a partial principal paydown is required.

Consistent with asset acquisition accounting, the debt assumed from the

acquisition of Main Street West was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 717,000

of the acquisition cost was allocated to debt mark-to-market.

The debt mark-to-market value is amortized over the remaining loan term.

The debt mark-to-market value, net of

accumulated amortization as of June 30, 2023 amounted to $ 15,337,106 and was netted against the total debt balance in the

consolidated balance sheet.

The debt mark-to-market value, net of accumulated amortization as of June 30, 2024 and 2023, amounted

to $ 162,955 and $ 554,045 ,

respectively, and was netted against the total debt balance in the consolidated balance sheets.

The following table provides the projected principal and interest

payments on the loan for the next two years:

payments on the loan for the next year:

Fiscal Year Ending June 30, :

Main Street West Other Notes Payable:

On April 7, 2021, Main Street West borrowed $ 150,000 from the SBA, under the Economic Injury Disaster Loan program.

The loan will be paid back over 30 years at an annual interest rate of 3.75 %

starting in September 4, 2022.

On April 7, 2021,

Main Street West borrowed $ 150,000 from the SBA, under the Economic Injury Disaster Loan program.

The loan will be paid back

over 30 years at an annual interest rate of 3.75 % starting on September 4, 2022.

Monthly payments will be $ 731 .

The loan is disclosed as a part of the notes payable in the

consolidated balance sheet as of June 30, 2023.

We consolidated Main Street West with our consolidated financial statements during the quarter ended March 31, 2023;

accordingly, this loan was not included in our consolidated balance sheet

as of June 30, 2022.

The outstanding balance

of the loan as of June 30, 2024 and 2023 was $ 161,300 and $ 160,433 , respectively, which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets .

220 Campus Lane Mortgage Notes Payable

On September 8, 2023, 220 Campus Lane borrowed

$ 2,145,000 from Northern California Laborers Pension Fund at a fixed annual interest rate of 5 %.

The loan was obtained to finance the acquisition of 220 Campus Lane Office Building and the underlying parcel of land.

matures on September 30, 2028 , and is secured by the vacant office building and the underlying parcel of land.

requires interest only monthly payments of $ 8,938 through September 30, 2028.

The remaining unpaid principal balance is due

at maturity date.

Accordingly, the outstanding balance of the loan as of June 30, 2024 was $ 2,145,000 , which is disclosed

as a part of the mortgage notes payable in the consolidated balance sheets.

We consolidated 220 Campus Lane with our consolidated financial statements during the quarter ended September 30, 2023.

Consistent with asset acquisition accounting, this debt was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 223,000 of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 3.

The debt mark-to-market value is amortized over the remaining loan

The debt mark-to-market value, net of accumulated amortization as of June 30, 2024 amounted to $ 187,196 , and was

netted against the total debt balance in the consolidated balance sheets.

Campus Lane Residential Mortgage Notes Payable

September 8, 2023, Campus Residential borrowed $ 1,155,000 from Northern California Laborers Pension Fund at a fixed

annual interest rate of 5 %.

The loan was obtained to finance the acquisition of a vacant parcel of land.

matures on September 30, 2028 , and is secured by the vacant parcel of land.

The loan requires interest only monthly

payments of $ 4,813 through September 30, 2028.

The remaining unpaid principal balance is due at maturity date.

outstanding balance of the loan as of June 30, 2024 was $ 1,155,000 , which is disclosed as a part of the mortgage notes

payable in the consolidated balance sheets.

Consistent with asset acquisition accounting, the debt acquired from the acquisition of Campus Lane Residential Land was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 120,000 of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 3.

The debt mark-to-market value is amortized

over the remaining loan term.

The debt mark-to-market value, net of accumulated amortization as of June 30, 2024, amounted to $ 100,732 ,

and was netted against the total debt balance in the consolidated balance sheets.

Green Valley Executive Center Mortgage Notes Payable

On August 16, 2022, the

predecessor owner of GVEC entered into a $ 14,000,000 fixed-rate loan agreement with Columbia State Bank.

interest rate is 4.25 % until October 1, 2027, increasing to 5.46 % thereafter.

The loan matures on September 1, 2032

and is secured by the Green Valley Executive Center.

The loan requires monthly payments of principal and interest based on a 30 -year

amortization period with the remaining principal balance due at maturity.

The loan was assumed by GVEC on January 1, 2024 from the predecessor owner.

The outstanding balance of the loan as of June 30, 2024 was $ 13,599,329 , which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

We consolidated GVEC with

our consolidated financial statements during the quarter ended March 31, 2024, accordingly, this mortgage note payable was not included in our consolidated balance sheet as of June 30, 2023.

Consistent with asset

acquisition accounting, the debt assumed from the acquisition of Green Valley Executive Center was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 993,000 of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 3.

The debt mark-to-market value is

amortized over the remaining loan term.

The debt mark-to-market value, net of accumulated amortization as of June 30, 2024, amounted to $ 943,350

and was netted against the total debt balance in the consolidated balance sheets.

The following table provides the projected principal and interest payments on the loan for the next five years:

Fiscal Year Ending June 30, :

One Harbor Center

Mortgage Notes Payable

On April 20, 2020, under the predecessor ownership, One Harbor Center, LP borrowed $ 8,378,825 from Travis Credit

Union at a fixed annual interest rate of 4.96 %.

The loan matures on June 1, 2028 , and is secured by a real property and the assignment of all its rental revenue.

The loan requires monthly payments of principal and interest of $ 46,092 through June 1, 2028.

The remaining unpaid principal balance is due at maturity date.

The outstanding balance of the loan as of

June 30, 2024 was $ 7,846,182 , which is disclosed as a part of the mortgage notes payable in the consolidated balance

We consolidated One Harbor Center with our consolidated financial statements during the quarter ended June 30, 2024, accordingly, this mortgage note payable was not included in our consolidated balance sheet as of June 30,

Consistent with asset

acquisition accounting, the debt assumed from the acquisition of One Harbor Center was measured at fair value.

The interest rate on the debt was below the current market rates, as a result, $ 334,000 of the acquisition cost was allocated to debt mark-to-market as disclosed in Note 3.

The debt mark-to-market value is amortized over the remaining loan

The debt mark-to-market value, net of accumulated amortization as of June 30, 2024 amounted to $ 320,746 , and was

netted against the total debt balance in the consolidated balance sheets.

The following table provides the projected principal and

interest payments on the loan for the next four years:

Fiscal Year Ending June 30, :

One Harbor Center Other

Notes Payable:

In August 2020, One Harbor Center borrowed $ 150,000 from the SBA, under the

Economic Injury Disaster Loan program.

The loan will be paid back over 27.5 years at an annual interest rate of 3.75 % starting on February 10, 2023.

The outstanding balance of the loan as of June 30, 2024 was $ 150,000 , which is disclosed as a part of the mortgage notes payable in the consolidated balance sheets.

MRC Aurora Construction

As discussed in Note 1, in order to fund the development of the Aurora project (known as Aurora at Green Valley), we closed on a construction loan of $ 17.15 million with Valley Strong Credit Union, headquartered in Bakersfield, CA, on February 21, 2024.

Interest rate on the loan will be the current index

(Prime) plus a spread of 0.25 %.

As of June 30, 2024, we have not drawn any amount on the line.

Per the loan agreement,

MRC Aurora will first use its cash equity of $ 12.5 million, less any out-of-pocket costs already spent on the project,

for the construction before drawing on the line.

MacKenzie Satellite

Mortgage Notes Payable

Subsequent to year ended June 30, 2024, on August 21, 2024, MacKenzie Satellite entered into a loan agreement with Summit Bank, in the amount of $ 6,000,000 at a fixed annual interest rate of 6.50 %.

The loan matures on August 21, 2027 , and is secured by a real property and the assignment of all its rental revenue.

The Parent Company has guaranteed the loan.

The loan requires monthly payments of principal and interest of $ 40,867

through August 21, 2027.

The remaining unpaid principal balance is due at maturity date.

This mortgage note payable was not included in our consolidated balance sheet as of June 30, 2024.

The following table provides the projected principal and interest payments on the loan for the next four years:

Fiscal Year Ending June 30, :

The below table

presents the total loan outstanding at the underlying companies as of June 30, 2024, and the fiscal years those loans mature:

Fiscal Year Ending June 30, :

Debt Guaranty

The Wiseman partnerships have mortgage loans with various banks and the loans are guaranteed by Wiseman and its owner, Doyle Wiseman and his trust.

The mortgage loans of 1300 Main, LP, One Harbor Center, LP, Martin Plaza

Associates, LP, and Main Street West, LP are also guaranteed by the partnerships’ general partner as the co-guarantor.

On July 1, 2022, subsequent to Operating Partnership’s acquisition of the management companies, Wiseman’s owner, Doyle Wiseman and the Operating Partnership entered into an indemnity agreement whereby the Operating

Partnership will indemnify Doyle Wiseman for any losses suffered by him through the default of a limited partnership on the mortgage secured by the property owned by the limited partnership.

Historically, none of the limited

partnerships has had any defaults on any mortgages and Doyle Wiseman has not had to satisfy any mortgage default through a guaranty.

Furthermore, each of the limited partnerships is adequately capitalized, has sufficient cash flow

from operations to service the mortgage notes and has not required Doyle Wiseman to provide any subordinated financial support to the limited partnerships.

Therefore, we have no t recorded any liability related to the guaranty on the mortgage loans as of June 30, 2024.

The mortgage loan of GVEC is guaranteed by Patterson Real Estate Services LP, an affiliate of the Adviser, and its owner, Berniece A.

Patterson and her trust.

As part of the GVEC contribution agreement, the Operating

Partnership indemnified Berneice Patterson and her trust for any losses suffered by her through the default by GVEC on the mortgage loan.

The mortgage loan of MacKenzie Satellite obtained in August 2024 is guaranteed by the Parent

NOTE 11 – EARNINGS PER SHARE

5 unchanged sentences

June 30, 2023

Net income (loss) attributable to common stockholders

Net loss attributable to common stockholders

Basic and diluted weighted average common shares outstanding

3 unchanged sentences

NOTE 12 – SHARE OFFERINGS AND FEES

During the year ended June 30, 2024, we issued 185,819.74 common shares with total gross proceeds of $ 1,371,351 under the D RIP.

Additionally, during the year ended June 30, 2024 , we issued 3,011.35 common shares at $ 10.25 per share, to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to our common shares .

During the year ended June 30, 2024, we issued 85,688.31 Series A preferred shares with total

gross proceeds of $ 2,140,949 and 49,562.45

Series B preferred shares with total gross proceeds of $ 1,227,950 under the Offering Circular and incurred syndication costs of $ 637,490 in relation to preferred shares offering.

For the year ended June 30, 2024, we issued 7,741.20 Series A preferred shares with total gross proceeds of $ 174,179

under the DRIP and 2.11 Series B preferred shares with total gross proceeds of $ 48 under the DRIP.

During the year ended June 30, 2023, we issued 189,289.44 common shares with total gross proceeds of $ 1,638,739 under the DRIP.

In addition, in April 2023 and July 2022, we issued 4,309.17

and 169.67 common shares at $ 10.25

In addition, in April 2023 and July 2022, we issued 4,309.17 and 169.67 common shares at $ 10.25

per share, to the Class A unit holders of the Operating Partnership who exercised their option to convert their Class A units to our common shares.

During the year ended June 30, 2023, we issued 552,587.88 preferred shares with total gross proceeds of $ 13,408,089 under the Offering Circular and incurred syndication costs of $ 1,652,903

in relation to preferred shares offering.

For the year ended June 30, 2023, we issued 735.56 preferred shares with total gross

proceeds of $ 75,379 under the DRIP.

During the year ended June 30, 2022, we issued 128,741 common shares with total gross proceeds of $ 1,187,630

under the D RIP.

In March 2022, we issued 212 common shares at $ 10.25 per

share to the Class A unit holders of the Operating Partnership.

The Class A units of the Operating Partnerships are convertible to our common share on 1 :1

In addition, we also issued 3,172 units of common shares at $ 8.67 per share pursuant to the FSP Satellite merger as discussed in Note 1.

During the year ended June 30, 2022, we issued 119,380 preferred shares with gross proceeds of $ 2,957,530 and incurred syndication costs of $ 847,167

in relation to preferred shares offering.

For the year ended June 30, 2022, we issued 36.70 preferred shares with total gross

During the year ended June 30, 2023, we issued 549,973.38 Series A preferred shares with total gross proceeds of $ 13,408,089 under the Offering Circular and incurred syndication costs of $ 1,652,903 in relation

to preferred shares offering.

For the year ended June 30, 2023, we issued 3,350.16 Series A preferred shares with total gross

proceeds of $ 75,379 under the DRIP.

NOTE 13 – SHARE REPURCHASE PLAN

During the years ended June 30, 2023 and 2022, we repurchased our own shares through our Share Repurchase Program and through third-party auctions

as noted in the below table:

On March 4, 2024, the Board of Directors suspended the common stock share repurchase program and DRIP in connection with its pursuit of the listing

of its common stock on a securities exchange.

During the years ended June 30, 2024 and 2023, we repurchased our own shares through our Share Repurchase Program and through third-party auctions as noted in the below table:

of Shares Repurchased

3 unchanged sentences

During the year ended June 30, 2024

Common stocks

September 1, 2023 through September 30, 2023

December 1, 2023 through December 31, 2023

June 1, 2024 through June 30, 2024

Series A Preferred stock

December 1, 2023 through December 31, 2023

March 1, 2024 through March 31, 2024

June 1, 2024 through June 30, 2024

Preferred stocks

April 1, 2023 through April 30, 2023

* Cash in-lieu of fractional shares payout.

of Shares Repurchased

3 unchanged sentences

During the year ended June 30, 2023

December 22, 2021

January 6, 2022 through March 31, 2022

September 1, 2022 through September 30, 2022

December 1, 2022 through December 31, 2022

March 1, 2023 through March 31, 2023

June 1, 2023 through June 30, 2023

Series A Preferred stock

April 1, 2023 through April 30, 2023

NOTE 14 – STOCKHOLDER DIVIDENDS

On March 31, 2020, after assessing the impacts of the COVID- 19 pandemic, our Board of Directors unanimously approved the suspension of regular quarterly dividends to our stockholders.

On May 10, 2021, the Board of Directors resumed the

quarterly dividends after reassessing our cash flow.

The following table reflects the dividends per share that we have declared on our common stock and preferred stock during the year ended June 30, 2023:

Preferred Stock

The following table reflects the dividends per share that we have declared on

our common stock and preferred stock during the year ended June 30, 2024:

Series A Preferred Stock

Series B Preferred Stock

During the Quarter Ended

3 unchanged sentences

June 30, 2024

During the year ended June 30, 2023, we paid common dividends of $ 5,691,554 , of which $ 1,638,739 have been reinvested under our DRIP.

During the year ended June 30, 2023, we paid preferred dividends of $ 491,410 , of which $ 75,379 have been

reinvested under our DRIP.

Preferred and common dividends declared during the year ended June 30, 2023 were paid in July 2023 .

The following table reflects the distributions declared by the Operating Partnership for the Class A and Preferred unit holders during the year

ended June 30, 2023:

* Of the total dividends declared for Series B during the year ended June

30, 2024, $ 31,497 was an increase in liquidation preference and $ 10,451 was the cash dividend.

On March 4, 2024, the Board of Directors suspended DRIP in connection with its pursuit of the listing of its common stock on a securities

Prior to the suspension, during the year ended June 30, 2024, of the total dividends paid to common stockholders, $ 1,371,351

have been reinvested under our DRIP.

Similarly, during the year ended June 30, 2024, of the total dividends paid to Series A and Series B preferred stockholders, $ 174,179 and $ 48 , respectively, have been reinvested under our DRIP.

Preferred (Series A and B), and common dividends declared during the year ended June 30, 2024 were paid in July 2024 .

On May 10, 2024 , we

declared the Series A Preferred stock quarterly dividend of $ 0.375 per share payable at the rate of $ 0.125 per month for holders of record as of July 31, 2024 , August 31, 2024 and September 30, 2024 .

The Series A preferred stock dividend declared on May 10, 2024 will be paid in October 2024 .

On May 10, 2024 , we also

declared the Series B Preferred stock quarterly 3 % dividend of $ 0.1875 per share payable at the rate of $ 0.0625 per month

for holders of record as of July 31, 2024 , August 31, 2024 and September 30, 2024 .

The Series B preferred stock dividend declared on July 12, 2024 , will be paid in October 2024 .

In addition, the Series B Preferred Stock will accrue dividends at the rate of 9 % per annum on the stated value as an increase

in liquidation preference.

On September 20, 2024 , we

also declared the common stock quarterly dividend of $ 0.125 per share which will be paid in October 2024 .

The following table reflects the distributions declared

by the Operating Partnership for the Class A and Preferred unit holders during the year ended June 30, 2024:

Distributions

Class A Units

Preferred Units

Series A Preferred Units

Series B Preferred Units

During the Quarter Ended

3 unchanged sentences

June 30, 2024

* Of the total dividends declared for Series B during the year ended June 30,

2024, $ 16,205 was an increase in liquidation preference and $ 5,402 was the cash dividend.

During the year

ended June 30, 2024, the Operating Partnership paid Class A distributions of $ 41,346 .

Similarly, during year ended June 30, 2024

the Operating Partnership paid Series A preferred distributions of $ 857,477 , of which $ 83,883 have been reinvested under our DRIP.

Preferred (Series A and B), and common dividends declared during the year ended June 30, 2024 were paid in July 2024 .

The following table reflects the dividends per share that we have declared on our common stock and preferred stock during the year ended June 30, 2023 :

Preferred stock

Series A Preferred Stock

During the Quarter Ended

3 unchanged sentences

June 30, 2023

* $ 0.06 per share of dividend for the quarter ended June 30, 2021 was declared subsequently in July 2021 ;

therefore, it is included in the dividend declared during the quarter ended September 30, 2021 .

During the year ended June 30, 2022, we paid total dividends of $ 4,012,882 of which $ 1,188,456 has been reinvested under our DRIP.

Dividends declared during the quarter ended June 30, 2022 , were paid on July 29, 2022 .

Total distributions declared by the Operating

Partnership for the Class A unit holders during the year ended June 30, 2022, was $ 9,985 (which was $ 0.40 per unit), of which $ 723 ( $ 0.06

per unit) was related to dividend declared for the quarter ended June 30, 2021.

Total distributions declared by the Operating

Partnership for the preferred unit holders during the year ended June 30, 2022 was $ 51,667 (which was 0.25 per unit).

July 14, 2023 , we declared the Series A Preferred stock quarterly dividend of $ 0.375 per share payable at the rate of $ 0.125

per month for holders of record as of July 31, 2023 , August 31, 2023 , and September 30, 2023 .

Subsequently,

on September 18, 2023 , we declared the Series A Preferred stock quarterly dividend of $ 0.375 per share payable at the rate of $ 0.125

per month for holders of record as of October 31, 2023 , November 30, 2023 , and December 31, 2023 .

preferred stock dividend declared on July 14, 2023, will be paid on or about October 15, 2023 , and the preferred stock

dividend declared on September 18, 2023, will be paid on or about January 15, 2024 .

September 18, 2023 , we also declared the common stock quarterly dividend of $ 0.125 per share for the quarter ended September 30, 2023.

The common stock dividend declared on September 18, 2023 will be paid on or about October 30, 2023 , to record holders as of September 30, 2023 .

During the year

ended June 30, 2023, we paid common dividends of $ 5,691,554 , of which $ 1,638,739 have been reinvested under our DRIP.

During the year ended June 30, 2023, we paid Series A preferred dividends of $ 491,410 , of which $ 75,379 have

been reinvested under our DRIP.

Series A preferred dividends and common dividends declared during the year ended June 30, 2023 were paid in July 2023 .

The following table reflects the distributions declared by the Operating Partnership for the Class A and Preferred

unit holders during the year ended June 30, 2023 :

Distributions

Class A Units

Preferred Units

During the Quarter Ended

September 30, 2022

December 31, 2022

March 31, 2023

June 30, 2023

NOTE 15 – COMMITMENTS

We commenced the Aurora Project site preparation and grading work in April 2024 and the building construction will begin in

September 2024.

As of June 30, 2024, MRC Aurora has entered into several contracts with third parties for the construction of the Aurora Project.

These contracts represent MRC Aurora’s commitment to incur future expenditures for the development of

The total commitments as of June 30, 2024, amounted to $ 19.56 million.

MacKenzie Realty Capital, Inc.

3 unchanged sentences

Subsequent Acquisition

Subsequent Disposal

Gross Amount Carried at

7 unchanged sentences

March 5, 2021

Hollywood Property

Hollywood Apartments

October 4, 2021

1 unchanged sentence

Satellite Place

MRC Aurora (f/k/a WW Land)

First & Main Office Building

6 unchanged sentences

February 1, 2023

A summary of activity for real estate and accumulated

depreciation for the years ended June 30, 2023 and 2022 :

220 Campus Lane Office Building

September 1, 2023

Campus Lane Residential

September 1, 2023

Green Valley Executive Center

January 1, 2024

One Harbor Center

A summary of activity for real estate and accumulated depreciation for the

years ended June 30, 2024 and 2023 :

Year Ended June 30,

1 unchanged sentence

Additions - acquisitions

Reclassified to assets held for sale

Balance at the end of the year

2 unchanged sentences

Depreciation expense

Reclassified to assets held for sale *1

Balance at end of the year

Excludes $ 2,370,116 of accumulated amortization associated with acquired intangible assets reclassified as held for sale for the year ended June 30, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

MACKENZIE REALTY CAPITAL, INC.

2 unchanged sentences

September 27, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Robert Dixon

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures