CAUTIONARY STATEMENT

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

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



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

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

  ? our expectations regarding economic and business conditions (both nationally
    and where the Properties are located);

  ? our business strategies and our ability to grow our business;

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

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

  ? our ability to agree on an acceptable purchase price or contract terms for any
    Property sales;

  ? our ability to collect rents on our leases;

  ? our ability to maintain relationships with our tenants, and when necessary
    extend lease terms or identify new tenants; and

  ? our future capital expenditures.

Critical Accounting Policies and Estimates

The following discussion and analysis of financial condition and results of operations is based upon the Partnership's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires persons performing the functions of the Partnership's management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including investment impairment. These estimates are based on the General Partner's historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The Partnership believes that its most significant accounting policies pertain to:

Depreciation methods and lives- Depreciation of the properties is provided on a straight-line basis over the estimated useful life of the buildings and improvements. Additionally, the value of real estate is typically based on market conditions and property performance. As a result, depreciated book value of real estate may not reflect the market value of real estate assets.

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



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

Investment Properties

As of December 31, 2021, the Partnership owned nine Properties, all of which feature tenants that are franchisees of casual restaurants. The following are operated at the aforementioned nine Properties: eight Wendy's restaurants, and an Applebee's restaurant. The Properties are located in a total of three states.

Property taxes, general maintenance, insurance and ground rent on the Properties are the responsibility of the respective tenants. A more detailed discussion of tax payments, insurance and ground rent is provided in Item 2, and incorporated herein by this reference.

There were no building improvements capitalized during 2021 or 2020.

Further Information

A summary of significant developments as of December 31, 2021, by Property, for Properties with such developments, can be found in Item 2, Properties.

Net Income

Net income for the fiscal years ended December 31, 2021 and 2020 were $1,575,407 and $724,705, respectively. Net income per Interest for the fiscal years ended December 31, 2021 and 2020 were $33.70 and $15.50, respectively.

Results of Operations

Net income for the fiscal years ended December 31, 2021 and 2020 were $1,575,407 and $724,705, respectively. See the paragraphs below for further information as to variances in individual operating income and expense items. We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally that may reasonably be expected to have a material impact, favorable or unfavorable, on Partnership revenues and investment property value. The COVID-19 pandemic, to date, has not had a material adverse impact on the Partnership or the Property tenants. As restrictions continue to ease, we do not forsee any material impact of COVID-19 on the Partnership or the Property tenants.

Fiscal year ended December 31, 2021 as compared to fiscal year ended December 31, 2020:

Operating Rental Income: Operating rental income for the fiscal years ended December 31, 2021 and 2020 was $1.753 and $1.464 million, respectively. The rental income was comprised of monthly lease obligations per the tenant leases, straight line rent adjustments and percentage rents obligations related to operating tenants who had reached their sales breakpoint. The increase in 2021 compared to 2020 was due to the higher base rental income from the six Wendy's tenants whose lease amendments effective January 1, 2021 provide for higher base rents and higher percentage rent income breakpoints.



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Management expects total base operating rental income to be approximately $1,338,060 for the 2022 fiscal year based on operating leases currently in place and do not include rents from properties held for sale. Future operating rental income has the potential to either decrease or increase. Future operating rental income may decrease with a tenant default and/or we may reclassify certain additional properties as properties held for sale. Future operating rental income may also increase with additional rents due from tenants, if those tenants experience increased sales levels, which require the payment of additional rent to the Partnership. Operating percentage rents included in operating rental income in the fiscal years ended December 31, 2021 and 2020 were $388,701 and $785,370, respectively. However, the additional rent earned was reduced by a capital improvements rent credit to the tenants of the Folly Road Property and Whiskey Road Property, so, the actual revenue earned from 2021 and 2020 was $366,473 and $607,599, net of the $22,229 and $177,771 rent credits, respectively. Management expects percentage rents for the fiscal year ending December 31, 2022 to be about the same as those received in 2021 because the same strong sales performance from 2021 is expected again in 2022.

Partnership Management Fees Expense: Partnership management fees expense for the fiscal years ended December 31, 2021 and 2020 were $274,980 and $287,446, respectively. The General Partner receives a fee for managing the Partnership. See Note 5, Transactions with General Partner and Its Affiliates, for further information.

General and Administrative Expense: General and administrative expenses for the fiscal years ended December 31, 2021 and 2020 were $66,038 and $84,090, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, office supplies and printing costs, outside storage expenses, copy/fax costs, postage and shipping expenses, long-distance telephone expenses, website fees, bank fees and state income tax expenses. Total operating general and administrative expenses for the fiscal year ended December 31, 2020 were higher than in the fiscal year ended December 31, 2021, primarily due to $5,983 in increased postage and shipping fees related to the consent solicitation, as well as about $14,000 in higher state income tax expense related to 2020 income. Management expects the total operating general and administrative expenses for the fiscal year ending December 31, 2022 to be much higher than for the fiscal year ended December 31, 2021 due to an expected increase in state income taxes due for 2021 income as a result of the sale of the Brakes 4 Less property, and 2022 increased quarterly estimated state income tax payments.

Professional Services: Professional services expenses for the fiscal years ended December 31, 2021 and 2020 were $197,792 and $245,340, respectively. Professional service expenses were primarily comprised of investor relations data processing, investor mailings processing, website design, legal, auditing and tax preparation fees, electronic tax filings, and SEC report conversion and processing fees. The General Partner anticipates that total professional services expenses for the fiscal year ending December 31, 2022 will be about $24,000 higher than incurred for the fiscal year ended December 31, 2021. The costs in 2022 are expected to increase related to legal fees and increased costs for investor relations services.

Cash Flow Analysis

Net cash flows provided by operating activities for the fiscal years ended December 31, 2021 and 2020 were $1,512,480 and $840,153, respectively. Cash flows from operating activities was higher in 2021 primarily due to the increase in net income year over year.

Depreciation and amortization are non-cash items and do not affect the current operating cash flow of the Partnership or distributions to the limited partners.

Cash flows provided by (used in) investing activities for the fiscal years ended December 31, 2021 and 2020 were $584,379 and $(4,231), respectively. The 2021 amount is comprised of proceeds from the sale of the Martinez, GA property, offset by a leasing commission paid to the General Partner related to the six Wendy's leases that were extended thru December 31, 2040 as of January 1, 2021. The 2020 amount was comprised entirely of interest applied to the indemnification trust account.

For the fiscal year ended December 31, 2021, cash flows used in financing activities were $1,203,265 and consisted of aggregate limited partner distributions of $1,200,000 and General Partner distributions of $3,265. For the fiscal year ended December 31, 2020, cash flows used in financing activities were $803,526 and consisted of aggregate limited partner distributions of $800,000 and General Partner distributions of $3,526. Both limited partner and General Partner distributions have been, and will continue to be, made in accordance with the Partnership Agreement. Management anticipates that aggregate limited partner distributions will be approximately $1,800,000 during 2022.

Liquidity and Capital Resources

The Partnership's cash balance was $965,838 at December 31, 2021. Cash of approximately $31,744 is anticipated to be used in 2022 for the payment of quarter-end accrued liabilities which are included in the balance sheets.



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The Partnership's principal demands for funds historically have been, and are expected to continue to be, for the payment of operating expenses and distributions. Management anticipates that cash generated through the operations of the Properties and potential sales of Properties will primarily provide the sources for future liquidity and limited partner distributions. During the process of leasing the Properties, the Partnership may experience competition from owners and managers of other similarly situated properties. As a result, in connection with negotiating tenant leases, along with recognizing market conditions, management may offer rental concessions, or other inducements, which may have an adverse impact on the results of the Partnership's operations. The Partnership is also in competition with sellers of similar properties to locate suitable purchasers for its Properties. The two primary liquidity risks in the absence of mortgage debt are the Partnership's inability to collect rent receivables and near- term or chronic property vacancies. The amount of cash to be distributed to our limited partners is determined by the General Partner and is dependent on a number of factors, including funds available for payment of distributions, capital expenditures, and taxable income recognition matching, which is primarily attributable to percentage rents and property sales.

As of December 31, 2021 and 2020, the Properties were 100% leased. In addition, the Partnership collected 100% of its base rent due from current operating tenants for the years ended December 31, 2021 and 2020, which we believe is a good indication of overall tenant quality and stability.

Eight of the nine Properties are operated as Wendy's fast food restaurants and are franchises of the international Wendy's Company. Operating base rents from these eight leases comprised approximately 90% of the total 2021 operating base rents included in operating rental income of the Partnership. During the year ended December 31, 2021, additional percentage rents totaled $388,701, $366,473 of which were unbilled and were accrued in relation to the Properties operated as Wendy's restaurants. The remaining $22,229 was applied against capital improvement rent credits for the Folly Road Wendy's Property. Therefore, during 2021, the Partnership generated approximately 92% of its total operating revenues from those eight Properties.

Since the Properties are leased to restaurant tenants, the restaurant market is the major market segment with a material impact on Partnership operations. The success of customer marketing and the operating effectiveness of the Partnership's lessees will impact the Partnership's future operating success in a very competitive restaurant and food service marketplace.

Off-Balance Sheet Arrangements

The Partnership does not have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Disposition Policies

In deciding whether to sell a Property, the General Partner considers factors such as potential capital appreciation or depreciation, market and economic conditions and the general strength of the real estate market, cash flow and federal income tax considerations, including possible adverse federal income tax consequences to the limited partners. The General Partner may exercise its discretion as to whether and when to sell a Property, and there is no obligation to sell any of the Properties at any particular time, except upon Partnership dissolution currently scheduled for November 30, 2023 pursuant to the Partnership Agreement.

Inflation

To the extent that tenants can pass through commodity inflation in their sales prices, the Partnership will benefit from additional percentage rent from increased sales. The majority of the Partnership's leases have percentage rental clauses. Revenues from operating percentage rentals represented 21% of operating rental income for the fiscal year ended December 31, 2021, and 42% of operating rental income for the fiscal years ended December 31, 2020. If, however, inflation causes sales to decrease, operating margins to deteriorate for lessees, or if expenses grow faster than revenues, then, inflation may well negatively impact the portfolio through tenant defaults.

Due to the "triple-net" nature of the property leases, asset values generally move inversely with interest rates.

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