Forward-Looking Statements



FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks, uncertainties, and assumptions. Forward-looking statements are all statements, other than statements of historical facts, that discuss our current expectation and projections relating to our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, and objectives of management. These statements may be preceded by, followed by, or include the words "aim," "anticipate," "believe," "can," "could," "estimate," "expect," "forecast," "intend," "likely," "may," "outlook," "plan," "potential," "predict," "project," "seek," "should," "will," "would," the negatives or plurals thereof, and other words and terms of similar meaning, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct. You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

? our ability to implement plans for growth;

? our ability to finance the acquisition of new real estate assets;

? our ability to manage growth;

? our ability to generate operating liquidity;

? our ability to attract and maintain tenants for our rental properties;

? the demand for rental properties and the creditworthiness of tenants;

? financial results for 2022 and beyond;

? future acquisitions and dispositions of assets;

? future development and redevelopment opportunities;

? future issuances of capital stock;

? market and industry trends;

? interest rates;

? the outcome and impact of any litigation;

? operating performance including statements relating to creating value for

stockholders;

? governmental actions and initiatives;

? environmental and safety requirements;

? the form, timing and/or amount of dividend distributions in future periods.

Any forward-looking statements are based upon management's beliefs, assumptions and expectations of our future performance, taking into account information currently available. These beliefs, assumptions and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following:

? the availability and terms of capital and financing;

? the ability to refinance or repay indebtedness as it matures;

? the failure of purchase, sale, or other contracts to ultimately close;

? the failure to achieve anticipated benefits from acquisitions and investments

or from dispositions;

? the potential dilutive effect of common or preferred stock offerings;

? the impact of future financing arrangements including secured and unsecured

indebtedness;

? the availability of buyers and pricing with respect to the disposition of

assets;

? risks and uncertainties related to national and local economic conditions, the

real estate industry in general, and the commercial real estate markets in


   particular;




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? leasing risks, including the ability to obtain new tenants or renew expiring

tenants, the ability to lease newly developed and/or recently acquired space,

and the risk of declining leasing rates;

? the adverse change in the financial condition of one or more of our major

tenants;

? volatility in interest rates and insurance rates;

? competition from other developers or investors;

? the risks associated with real estate developments (such as zoning approval,

receipt of required permits, construction delays, cost overruns, and leasing

risk);

? the loss of key personnel;

? the potential liability for uninsured losses, condemnation, or environmental

issues;

? the potential liability for a failure to meet regulatory requirements;

? the financial condition and liquidity of, or disputes with, joint venture

partners;

? any failure to comply with debt covenants under credit agreements;

? any failure to continue to qualify for taxation as a real estate investment

trust and meet regulatory requirements;

? risks associated with the COVID 19 Pandemic;

? potential changes to tax legislation;

? potential changes to state, local or federal regulations applicable to our

business;

? changes in demand for properties;

? risks associated with the acquisition, development, expansion, leasing and

management of properties;

? significant costs related to condemnation, or environmental issues;

? those additional risks and factors discussed in reports filed with the

Securities and Exchange Commission ("SEC") by us.

In light of these risks and uncertainties, we may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in Part I Item 1A - Risk Factors of the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Those factors and the other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations, or investments we may make. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements.

You should read this Quarterly Report on Form 10-Q in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including the documents incorporated by reference therein) completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements speak only as of the date of this report. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, even if experience or future developments make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law.





Overview

We own 100% of the Mapletree Industrial Center located in Palmer, Massachusetts. This is a multi-tenant rental facility which was originally the Wickwire-Spencer Wire Mill until 1970 at which time it became rental space. The property consists of 31 buildings located on approximately 48 acres. Major tenants include Creative Material Technologies office and lab, Consolidated Lumber Transport office, Australian natural Soapworks, ESSROC Materials (a Portland cement distributor), Michael Houle, JP Mc Carthy & Sons and American Cable Assembly. The property offers traditional office space and industrial/warehouse space along with vacant land and rail access. The buildings comprise a total of 315,540 square feet, of which 313,639 is rentable.

We own a 31.3333% non-controlling joint venture partnership interest in Avalon Jubilee LLC located in Los Lunas, New Mexico. The Avalon Property is comprised of 34 finished, single-family subdivision lots and approximately 21.42 acres of subsequent phases of undeveloped land in Los Lunas, New Mexico.

We outsource the management of the Mapletree Industrial Center to Signature Community Management LLC ("Signature") and our asset management to Signature Community Investment Group LLC ("SCIG"), companies owned by our CEO. We accrued a management fee of $10,591 and an asset management fee of $3,177 for the three months ended March 31, 2022.

We obtain funds for working capital and investment from our available cash, operating activities, and refinancing of mortgage loans on our real estate.





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On July 28, 2015, Palmer-Mapletree LLC, a wholly-owned subsidiary of the Company entered into a Loan Agreement (the "Loan Agreement") with Natixis Real Estate Capital LLC providing for a mortgage loan in the principal amount of $1,750,000 (the "Loan") at an interest rate of 6.031%. $934,794 of the loan proceeds were used to repay the prior mortgage loan and line of credit on the Mapletree Property. $123,757 of the Loan proceeds was set aside for capital improvements and reserves for the property. We received net proceeds of $585,125. The Loan matures on August 5, 2025 and requires monthly principal and interest payments of $11,308 and escrows for insurance, taxes and capital improvements. Escrow balances are considered restricted cash. The Company was in compliance with the covenants at March 31, 2022.

Critical Accounting Policies

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management is required to make estimates and assumptions that affect the financial statements and disclosures. These estimates require difficult, complex and subjective judgments. Management has discussed with the Audit Committee the implementation of the critical accounting policies described below and the estimates required with respect to such policies.





Real Estate

Real estate is carried at cost, net of accumulated depreciation. Additions and improvements are capitalized whereas repairs and maintenance are charged to rental property operating expenses as incurred. Depreciation is generally provided on the straight-line method over the estimated useful life of the asset. The useful life of each property, as well as the allocation of the costs associated with a property to its various components, requires estimates by management. If management incorrectly estimates the allocation of those costs or incorrectly estimates the useful lives of its real estate, depreciation expense may be miscalculated.

The Company reviews its properties for impairment if events or changes in circumstances warrant. If impairment were to occur, the property would be written down to its estimated fair value. The Company assesses the recoverability of its investment in real estate based on undiscounted cash flow estimates. The future estimated cash flows of a property are based on current rental revenues and operating expenses, as well as the current local economic climate affecting the property. Considerable judgment is required in making these estimates and changes in these estimates could cause the estimated cash flows to change and impairment could occur. As of March 31, 2022, the Company's net real estate was carried at $641,869





Rental Revenue Recognition

Rental revenues include revenues from the leasing of space at our Mapletree Property, which primarily consist of monthly base rents in addition to the reimbursement of utilities. Other rental revenues, which are included as a component of rental revenue, primarily include fees related to build-out or other services performed by the Company on the property.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (ASC 606) effective January 1, 2018, and its adoption did not have a material effect on the consolidated financial statements, as the majority of the Company's revenue is recognized under ASC 840, Leases, and subsequently ASC 842, Leases,upon its adoption, which are scoped out of ASC 606. ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contract with customers and supersedes most of the existing revenue recognition guidance. This standard requires us to recognize for certain of our revenue sources the transfer of promised goods or services to customers in an amount that reflects the consideration we are entitled to in exchange for those goods or services. The Company's other rental revenues recognized in accordance with ASC 606 are recognized over time as the performance obligations are satisfied. Such revenues are not material to the consolidated financial statements.

Revenues from the leasing of space at our property to tenants includes (i) lease components, including fixed and variable lease payments, and nonlease components which include reimbursement of electric expense and (ii) reimbursement of real estate taxes. As lessor, we have elected to combine the lease and nonlease components of our operating lease agreements and account for the components as a single lease component in accordance with ASC 842.

Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease, together with renewal options that are reasonably certain of being exercised. We commence rental revenue recognition when the underlying asset is available for use by the lessee. Revenue derived from the reimbursement of real estate taxes and electric expense are generally recognized in the same period as the related expenses are incurred, which did not change as a result of the adoption of ASU 2016-02.





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The Company assesses the collectability of lease receivables (including future minimum rental payments) both at commencement and throughout the lease term. If our assessment of collectability changes during the lease term, any difference between the revenue that would have been received under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenue. Rental revenue associated with leases where collectability has been deemed less than probable is recognized on a cash basis in accordance with ASC 842.

Allowance for Doubtful Accounts

The Company assesses the collectability of amounts due from tenants and other receivables, using indicators such as past-due accounts, the nature and age of the receivable, the payment history and the ability of the tenant or debtor to meet its payment obligations. Management's estimate of allowances for doubtful accounts is subject to revision as these factors change. Any subsequent recovery of tenant receivables that were previously reserved is recorded as a reduction in the allowance of bad debt. As of March 31, 2022 and December 31, 2021, the allowance relating to tenant receivables was $9,361 and $6,235, respectively.





Investments in Joint Venture

The Company has an equity investment in a joint venture and accounts for this investment using the fair value method of accounting.





Income Taxes

We operate in a manner intended to enable us to continue to qualify as a Real Estate Investment Trust under Sections 856 to 860 of the Code. Under those sections, a REIT which meets certain requirements is not subject to Federal income tax on that portion of its taxable income which is distributed to its shareholders, if at least 90% of its REIT taxable income (exclusive of capital gains) is so distributed. As a result of using our ordinary tax loss carry forwards in 2021 there was no requirement to make a distribution in 2022. In addition, no provision for income taxes was required at December 31, 2021. If the Company fails to distribute the required amounts of income to its shareholders, or otherwise fails to meet the REIT requirements, we would fail to qualify as a REIT and substantial adverse tax consequences could result. We believe that we will not be required to pay a dividend in 2022 to maintain our REIT status.





Results of Operations

Results of Operations for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 as follows:





                                         2022          2021
Total revenue                         $  274,298     $ 256,204
General and administrative expenses   $  169,415     $  60,218
Operating expenses                    $  174,153     $ 161,689

Net (loss)                            $ (120,123 )   $ (17,912 )

Revenues increased by $18,094 for the three months ended March 31, 2022, compared to the three months ended March 31, 2022, as a result of increased occupancy at the Mapletree Property.

Net loss for the three months ended March 31, 2022 was $120,123 compared to $17,912 for the three months ended March 31, 2021, an increase loss of $102,211. The larger loss was comprised of: (i) higher general and administrative expenses of approximately $109,000 caused by increases in insurance and professional fees, and (ii) increased operating costs at the Mapletree Property, partially offset by increased rental revenue of $18,000. We incurred additional legal fees in the exploration of a strategic growth transaction for the Company.





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Balance Sheet

March 31, 2022 compared to December 31, 2021

Net real estate decreased by $2,431 due to capital improvements of $12,009, made during the three months ended March 31, 2022, offset by depreciation expense of $14,440 on the Mapletree Property.

Prepaid expenses decreased by $30,692 primally due to timing of insurance payments.

Mortgage escrow increased $28,820 due to timing of insurance and improvement payments on the Mapletree Property.

Accounts payable and accrued liabilities increased by $106,293 primarily due to higher legal fees for the exploration of a strategic growth transaction for the Company.

Other liabilities decreased $15,014 due to the forgiveness of the SBA PPP loan in the amount of $42,100 offset by an increase in security deposits liability.

Liquidity and Capital Resources

We obtain funds for working capital and investment from our available cash.

On March 31, 2022, we had $180,620 in available cash, a decrease of $44,409 from $225,029 available at December 31, 2021. This decrease in cash and cash equivalents was due to cash provided by operating activities of $7,332, cash used in investing activities of $12,009, and cash used in financing activities of $10,912.





Operating Activities

Cash from operating activities includes net cash received from rental property operations. For the three months ended March 31, 2022, cash received from interest on cash balances was $3. Net cash received from rental property operations was approximately $261,000. Net cash received from rental property operations is before additions and improvements and mortgage amortization.

Off-Balance Sheet Arrangements

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

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