UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 10-K

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

 For the fiscal year ended June 30, 2024

 OR

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

 For the transition period from __________ to __________

 Commission file number: 000-55006

 MACKENZIE REALTY CAPITAL, INC.

 (Exact Name of Registrant as Specified in its Charter)

 Maryland

 45-4355424

 (State or Other Jurisdiction of Incorporation or Organization)

 (IRS Employer Identification No.)

 89 Davis Road, Suite 100

 Orinda, California

 94563

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant's Telephone Number, Including Area Code: ( 925) 631-9100

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Name Of Each Exchange On Which Registered

 None

 None

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 per share par value

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
 internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period
 pursuant to §240.10D-1(b).

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

 There is no established market
 for the registrant's share of common stock. The registrant closed the public offering of its shares of common stock in October 2020. The last offering price at which the registrant issued shares in its public offering was $10.25 per share. Since
 the registrant closed its public offering, it has continued to issue shares pursuant to its dividend reinvestment plan. The most recent price at which the registrant has issued shares pursuant to the dividend reinvestment plan was $7.38 per
 share.

 The number of the issuer's Common Stock outstanding as of September 27, 2024, w as 13,435,656.80.

 Page

 Item 1.

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cyber Security

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Consolidated Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Consolidated Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 Item 1.

 BUSINESS

 Organization

 MacKenzie Realty Capital, Inc. (the "Parent Company" together with its subsidiaries as discussed below, collectively, the "Company," "we," "us," or "our") was incorporated under the general
 corporation laws of the State of Maryland on January 27, 2012. We have elected to be treated as a real estate investment trust ("REIT") as defined under Subchapter M of the Internal Revenue Code of 1986, as 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; and (ii) 20,000,000 are designated as preferred stock, with a $0.0001 par value per share. We commenced our operations on
 February 28, 2013, and our fiscal year-end is June 30.

 We remain registered under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and we will continue to file periodic reports on Form 10-K, Form 10-Q, and Form 8-K, as well as
 file proxy statements and other reports required under the Exchange Act.

 We filed our initial registration statement in June 2012 with the Securities and Exchange Commission ("SEC") to register the initial public offering of 5,000,000 shares of our common stock. The
 initial public offering commenced in January 2014 and concluded in October 2016. We filed a second registration statement with the SEC to register a subsequent public offering of 15,000,000 shares of our common stock. The second offering
 commenced in December 2016 and concluded on October 28, 2019. We filed a third registration statement with the SEC to register a public offering of 15,000,000 shares of our common stock that was declared effective by the SEC on October 31, 2019.
 The third offering commenced shortly thereafter and expired on October 31, 2020. On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol 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 has 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 consolidating our wholly owned and
 majority-owned subsidiaries within an entity that is able to offer tax-advantaged solutions to certain sellers.

 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. We are the controlling majority owner of both 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 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 ("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").

 On January 25, 2022, through the Operating Partnership, we acquired a 98% limited liability company interest in MacKenzie BAA IG Shoreline LLC ("MacKenzie Shoreline"), formed to acquire, renovate,
 and own the 84-unit multifamily building located at 1841 Laguna Street, Concord, CA. The joint venture partners own the remaining 2% of the limited liability company interest as well as a carried interest.

 On April 1, 2022, we, and our newly formed, wholly owned subsidiary, FSP Merger Sub, Inc. ("Merger Sub") entered into a reverse triangular merger agreement with FSP Satellite Place Corp. ("FSP
 Satellite"), pursuant to which the Merger Sub would be merged with and into FSP Satellite with FSP Satellite as the surviving entity, but renamed MacKenzie Satellite Place, Inc. ("MacKenzie Satellite"). On June 1, 2022, the merger closed, and
 MacKenzie Satellite became our wholly owned subsidiary, which owns the Satellite Place Office Building, a six-story Class "A" suburban office building containing approximately 134,785 rentable square feet of space located on approximately 10
 acres of land in Duluth, GA. The former shareholders of FSP Satellite received cash or shares of the Company, based upon their election. All former shareholders of FSP Satellite holders elected to be paid in cash with the exception of two
 shareholders who elected to receive common and preferred stocks in the amount of $27,503 and $13,752, respectively.

 On May 6, 2022, the Operating Partnership purchased 100% of the membership interests in eight 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 Series A 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. The Series A Preferred Units of the Operating Partnership are meant to mimic our Series A
 Preferred Shares, and the terms of such Units are described in the Partnership Unit Designation of the Series A Preferred Limited Partnership Units.

 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 interest 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.

 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.

 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. We own 100% of both of these companies.

 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, $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 dividend
 reinvestment program ("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 shares have been repurchased under our share repurchase
 program.

 Investment Objective

 Our investment objective is to generate current income and capital appreciation through the acquisition of real estate assets and debt and equity real estate-related investments. Our Independent
 Directors (as defined in Part III, Item 10 of this annual report on Form 10-K) review our investment policies periodically, at least annually, to confirm that our policies are in the best interests of our stockholders. Each such determination and
 the basis thereof are contained in the minutes of our Board of Directors meetings.

 We seek to accomplish our objective by rigorously analyzing the value of and risks associated with potential acquisitions, and, for up to 20% of our total assets, by acquiring real estate securities
 at significant discounts to their net asset value.

 Our Corporate Information

 Our offices are currently located at 89 Davis Road, Suite 100, Orinda, CA 94563 and our telephone number is (925) 631-9100 or (800) 854-8357.

 Investment Strategy

 Following withdrawal of our election to be regulated as a BDC in 2020, we have continued to invest in private companies that directly or indirectly own real property, increased our control over our
 private investments, and consolidated those investments for financial reporting purposes when appropriate, and we intend to continue to do the same. We conduct many of our operations through the Operating Partnership. The withdrawal of our BDC
 election has also allowed us to expand our investment pool to include real, physical assets, as opposed to only investment securities. We believe that this expanded pool of potential investments allows access to risk-adjusted returns consistent
 with our investment objective, while allowing us to maintain our REIT status.

 We engage in various investment strategies to achieve our overall investment objectives. The strategy we select depends upon, among other things, market opportunities, the skills and experience of
 the Advisers' investment team and our overall portfolio composition. We generally seek to acquire assets that produce ongoing distributable income for investors, yet with a primary focus on purchasing such assets at a discount from what the
 Advisers estimate to be the actual or potential value of the real estate.

 When evaluating opportunities to buy properties, we look for opportunistic and value-add situations similar to our approach to targeting real estate securities, including unique situations and
 value-added opportunities. We evaluate the broader market, the property's position in the market, the needs our capital can address, and the track record of the sponsor or operator bringing the opportunity to us. We do not generally engage
 brokers to search for or acquire properties, and the majority of our properties were acquired in "off market" transactions.

 We acquire mid-market properties that may be too small to attract most institutions, and where we believe we can create long-term value for our stockholders utilizing the following investment
 strategies.

 •

 Value-Add. We invest in well-located properties with strong and stable cash flows in demographically attractive economic growth markets where we believe there exists significant potential for medium-term
 capital appreciation through renovation or redevelopment, to reposition the asset and drive future rental growth.

 •

 Opportunistic. We invest in properties available at opportunistic prices (i.e., at prices we believe are below those available in an otherwise efficient market) that exhibit some characteristics of
 distress, such as operational inefficiencies, significant deferred capital maintenance, or broken capital structures providing an opportunity for a substantial return from appreciation in value.

 •

 Invest-to-Own. We may invest in the development of properties in target markets where we believe we can capture significant development premiums upon completion. We generally use a mezzanine loan or
 convertible preferred equity structure which provides income during the development stage and/or the ability to capture development premiums at completion by exercising our conversion rights to take ownership.

 We intend to continue our historical activities related to tender offers for shares of non-traded REITs to boost our short-term cash flow and to support our distributions, subject to the constraint
 that such securities will not exceed 20% of our portfolio. We believe this niche strategy will allow us to pay distributions that are supported by cash flow rather than paying back investors' capital, although there can be no assurance that some
 portion of any distribution is not a return of capital. This strategy can boost cash-flow in two ways: (1) most such non-traded REITs pay regular cash distributions; and (2) when such non-traded REIT shares are liquidated or sold, we may realize
 a profit from having purchased the shares at a discount to the underlying net asset value.

 Types of Investments

 We target real estate-related investments which may include equity interests in LLCs, tenancies-in-common, mortgages, loans, bonds, other real estate-related investment entities, or direct ownership
 of real property. We intend to purchase primarily majority interests in properties or companies that own properties so that we can consolidate them into our financial statements. We may purchase non-controlling interests, but we intend that such
 investments will constitute less than 20% of our portfolio. We do not invest in general partnerships or other entities that do not afford limited liability to their security owners. However, limited liability entities in which we invest may hold
 interests in general partnerships, joint ventures, or other non-limited liability entities.

 Investment Selection

 Our Advisers' investment team is responsible for all aspects of our investment process. The current members of the investment team are Glen Fuller, Chip Patterson, Robert Dixon, Angche Sherpa, and
 Christine Simpson. The investment strategy involves a team approach, whereby potential transactions are screened by various members of the investment team.

 Our process for acquiring targeted real estate typically involves three steps: (i) identifying assets of the type we may be interested in acquiring; (ii) evaluating the assets to estimate their
 value or potential value to us, and (iii) either acquiring such assets directly or through our network of real estate partners. Different circumstances may require different procedures, or different combinations of procedures, and we adjust our
 acquisition strategy to fit the circumstances. Nonetheless, the typical stages of our investment selection process are as follows:

 Deal Generation/Origination

 We source investments through long-standing relationships with real estate operators, developers, industry contacts, brokers, commercial and investment bankers, entrepreneurs, services providers
 such as lawyers and accountants, as well as current and former clients, portfolio companies and investors. Our Advisers' goal is to establish relationships with successful operators with proven track records in each region in which we operate,
 and to grow and deepen those relationships as they prove successful.

 Screening

 In screening potential investments, the Advisers' investment team utilizes a value-oriented investment philosophy and commits resources to managing downside exposure.

 Due Diligence

 In conducting due diligence, the Advisers use publicly available information as well as information from its relationships with former and current management teams, investors, consultants,
 competitors and investment bankers.

 Our Advisers' due diligence typically includes:

 •

 review of operating history, appraisals, market reports, vacancies, deferred maintenance;

 •

 review of historical and prospective financial information and regulatory disclosures;

 •

 research relating to the property's management, industry, markets, products and services and competitors;

 •

 verification of collateral; and

 •

 appraisals or opinions of value by third party advisers.

 Upon the completion of due diligence and a decision to proceed with an investment, the investment professionals leading the investment present the investment opportunity to the Advisers' investment
 team, which then determines whether to pursue the potential investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as
 well as other outside third-party advisers, as appropriate. Any fees and expenses incurred by the Advisers to oversee due diligence investigations undertaken by third parties may be reimbursed by us, which are in addition to any management or
 incentive fees payable by us under the advisory agreements.

 Monitoring

 Our Advisers monitor our investments on an ongoing basis. Our Advisers have several methods of evaluating and monitoring the performance and value of the assets in which we invest, which include the
 following:

 •

 Assessment of success in adhering to business plans and compliance with covenants;

 •

 Periodic and regular contact with property management to discuss financial position, requirements, and accomplishments;

 •

 Comparisons to other properties in the geographic area or sector;

 •

 Attendance at and participation in our board meetings; and

 •

 Review of monthly and quarterly consolidated financial statements and financial projections for properties.

 Valuation of Investments

 Securities for which market quotations are readily available on an exchange will be valued at the closing price on the day closest to the valuation date. Where a security is traded but in limited
 volume, we may instead utilize the weighted average closing price of the security over the prior 10 trading days. To value securities that do not trade on a national exchange, we may use published secondary market trading information.

 Securities for which reliable market data is 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 accurately measure fair value, are valued as follows: (i) the securities are 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 reviews these preliminary valuations and, where appropriate and necessary, valuations by third-party valuation firms, and
 uses such valuations, as adjusted by the Board if appropriate, to determine the fair value of the securities.

 Securities for which market data is not readily available or for which a pricing source does not accurately measure value may include the following:

 •

 private placements and restricted securities that do not have an active trading market;

 •

 securities whose trading has been suspended or for which market quotes are no longer available;

 •

 debt securities that have recently gone into default and for which there is no current market;

 •

 securities whose prices are stale;

 •

 securities affected by significant events; and

 •

 securities that the Investment Adviser believes were priced incorrectly.

 Valuation of Real Property

 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 with the property, generally over
 a ten-year period, to determine the fair value of the property. Once the fair value is determined, a determination of whether any impairment is required is made and documented. 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 express the
 uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

 Staffing

 We do not currently have any employees. Our day-to-day investment operations are managed by the Advisers. Our Advisers may hire additional investment professionals, based upon their needs. We also
 entered into the Administration Agreement with MacKenzie, under which we reimburse MacKenzie for our allocable portion of overhead and other expenses incurred by it in performing its obligations, including rent, the fees and expenses associated
 with performing compliance functions, and the compensation of our chief financial officer, our chief compliance officer, and any administrative support staff. We have also retained MacKenzie as our initial transfer agent and have been reimbursing
 MacKenzie for certain software development costs, although in conjunction with our listing, we have retained a third-party transfer agent.

 Compliance with governmental laws and regulations, including those relating to environmental matters

 Because we operate as a REIT and own real estate properties, we are required to comply with various governmental laws and regulations, including those relating to environmental matters. Because we
 are a public company, we also must comply with the Exchange Act.

 Environmental Matters

 We have invested, and expect to continue to invest, in real property assets, which are subject to laws and regulations relating to the protection of the environment and human health and safety.
 Environmental laws and regulations may impose joint and several liability on tenants, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were
 legal. This liability could be substantial. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such property as collateral for future
 borrowings.

 Some of these laws and regulations have been amended to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or
 stricter interpretation of existing laws may require material expenditures by us. Future laws, ordinances or regulations may impose material environmental liability. Additionally, our tenant companies' operations, the existing condition of land
 when we buy it, operations in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect our properties. In addition, there are various local, state and federal fire,
 health, life-safety and similar regulations with which we may be required to comply, and that may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay would reduce our
 ability to make distributions.

 Other Regulations

 State and federal laws in this area are constantly evolving, and we intend to monitor these laws and take commercially reasonable steps to protect ourselves from the impact of these laws, including
 where deemed necessary, obtaining environmental assessments of properties that we acquire; however, we will not obtain an independent third-party environmental assessment for every property we acquire. In addition, any assessment we obtain may
 not reveal all environmental liabilities or whether a prior owner of a property created a material environmental condition not known to us. The cost of defending against claims of liability, of compliance with environmental regulatory
 requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution.

 Board Approval of the Administration and Advisory Agreements

 Our advisory and administrative services agreements were approved by our Board of Directors in January 2021, and have been reviewed and approved annually since 2021. Such approvals were made on the
 basis of an evaluation satisfactory to our Board of Directors including a consideration of, among other factors, (i) the nature, quality, and extent of the advisory and other services to be provided under the agreements, (ii) the investment
 performance of the personnel who manage REITs with objectives similar to ours, to the extent available, (iii) comparative data with respect to advisory fees or similar expenses paid by other REITs with similar investment objectives, to the extent
 available and (iv) information about the services to be performed and the personnel performing such services under each of the agreements.

 Our internet address is www.mackenzierealty.com

 Item 1A.

 RISK FACTORS

 An investment in our common stock or preferred stock involves substantial risks. You should specifically consider the following material risks in addition to the other
 information contained in this annual report on Form 10-K. The occurrence of any of the following risks might have a material adverse effect on our business, financial condition, and results of operations, which could cause the price or value of
 our common stock or preferred stock to decline and could result in our stockholders losing some or all of their investment. The risks and uncertainties discussed below are not the only ones we face, but they represent those risks and
 uncertainties that we believe are most significant to our business, operating results, financial condition, prospects and forward-looking statements. As used herein, the term "you" refers to our current stockholders or potential investors in our
 common or preferred stock.

 RISK FACTORS SUMMARY

 The following is a summary of the most significant risks relating to our business activities that we have identified. If any of these risks occur, our business, financial condition, or results of
 operation, including our ability to generate cash and make distributions, could be materially adversely affected. For a more complete understanding of our material risk factors, this summary should be read in conjunction with the detailed
 discussion of our risk factors, which follows this summary.

 Risks Related to Investing in Real Estate

 •

 Real property investments are subject to various risks, many of which are beyond our control, which could cause declines in our operating revenues and/or the underlying value of one or more of our properties.

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 The market for real estate investments is highly competitive and investments in real estate-related assets can be speculative.

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 Illiquidity of real estate investments could significantly affect our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

 •

 We could be exposed to environmental liabilities, which could impact the value of real properties that we may acquire or underlying our investments.

 •

 We will likely receive limited representations and warranties from sellers, and may not obtain audited results of prior operations for certain properties in which we have invested.

 •

 We may not obtain independent third-party appraisals or valuation reports on all of our investments.

 •

 We may be adversely affected by unfavorable economic conditions, particularly in the specific geographic areas where our investments are concentrated.

 •

 Inflation may adversely affect our financial condition and results of operations.

 •

 Our success is materially dependent on attracting qualified tenants and, when vacancies occur, we may not be able to re-lease or renew leases at the properties held by us on terms favorable to us, or at all.

 •

 The bankruptcy, insolvency, or diminished creditworthiness of our tenants under their leases or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.

 •

 Significant restrictions on transfer and encumbrance of investments subject to mortgage or other debt financing are expected, and we may experience delays in the sale of an investment.

 •

 We face possible risks associated with climate change.

 Risks Related to Our Financial Position

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 Future debt or capital stock issuances by the Company could dilute the ownership interest of current stockholders and could subject us to covenants restricting our future financial and operating flexibility.

 •

 We do not have guaranteed cash flow, and if we pay distributions from sources other than our cash flow from operations, we will have fewer funds available for investments and our stockholders' overall return will be reduced.

 •

 While we are subject to minimum distribution requirements to maintain our status as a REIT, such distributions are not guaranteed and the availability and timing of cash distributions is uncertain.

 •

 We may in the future choose to pay dividends in our own stock, in which case you may be required to pay income taxes in excess of the cash dividends you receive.

 Risks Related to Our Business Operations and Strategy

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 We may change our targeted investment and operational policies without stockholder consent.

 •

 Our Board of Directors can revoke our REIT qualification without stockholder approval.

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 Our future growth will depend on our ability to acquire real estate investments in several competitive real estate markets, and lack of diversification in numbers or types of investments increases our dependence on individual
 investments.

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 We may experience difficulty in ultimately selling properties which no longer fit our investment criteria or are impractical to lease and maintain, which could force us to sell a property at a price that reduces the return to our
 investors.

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 Subject to broad investment guidelines approved by our Board of Directors, we are dependent on the investment analysis and management services provided by our Advisers and their key personnel for our success.

 •

 Our investments will be carried at estimated fair value as determined by our Advisers and there may be uncertainty as to the value of these investments.

 •

 We, through our Advisers, are often required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the application of these policies could result in changes to our reporting of
 financial condition and results of operations.

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 The occurrence of cyber incidents, or a deficiency in our cybersecurity, could cause a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which
 could negatively impact our financial results.

 Risks Related to Our Organization and Corporate Structure

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 Our Charter permits our Board of Directors to issue stock with terms that may subordinate the rights of common stockholders or preferred shareholders or discourage a third party from acquiring us in a manner that might result in a
 premium price to our stockholders.

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 Our rights and the rights of our shareholders to recover claims against our officers, directors, and our Advisers are limited.

 Risks Related to Conflicts of Interest

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 The Advisory Agreements with our Advisers were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.

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 We may have conflicts of interest with our Adviser and other affiliates, which may result in investment decisions that are not in the best interest of our stockholders.

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 Our Advisers, their officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of real estate investments, and such conflicts may not be resolved in our favor.

 •

 We have not adopted any specific conflicts of interest policies, and, therefore, other than in respect of the restrictions placed on our Advisers in the Advisory Agreements, we will be reliant upon the good faith of our Advisers,
 officers, and directors in the resolution of any conflict.

 Risks Associated with Debt Financing

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 We expect to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which could subject us to the risk of losing properties in foreclosure if our cash flow is
 insufficient to make loan payments and reduce the cash available for distribution to stockholders.

 •

 High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce the cash available for distribution to stockholders.

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 High mortgage rates may make it difficult for us to finance or refinance properties, may require us to pay down loans with investment capital, which could reduce the number of properties we can acquire, our cash flow from operations,
 and the amount of cash distributions we can make.

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 If we are required to make payments under any "bad boy" carve-out guaranties that we may provide in connection with certain mortgages and related loans, our business and financial results could be materially adversely affected.

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 Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.

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 Rising interest rates could increase our borrowing costs, adversely affecting our cash flows and reducing the amounts available for distributions to our stockholders.

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 We may use floating rate, interest-only or short-term loans to acquire investments.

 Risks Related to Our Taxation as a REIT

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 Failure to remain qualified as a REIT would result in higher taxes and reduced cash available for distribution to our stockholders.

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 Complying with minimum required distributions and other REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

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 Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows.

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 The stock ownership limit imposed by the Code for REITs and in our Charter may inhibit market activity in our stock and may restrict our business combination opportunities.

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 Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends, and a failure to make required distributions would subject us to U.S. federal corporate income tax.

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 The prohibited transactions tax may subject us to tax on our gain from sales of property and limit our ability to dispose of our properties.

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 We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating expenses could rise, diminishing our ability and to pay distributions to our
 stockholders.

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 We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.

 Risk Related to COVID-19 and Other Infectious Diseases

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 COVID-19, or the future outbreak of other highly infectious or contagious diseases, has and could continue to materially and adversely impact or disrupt our financial condition, results of operations, cash flows and performance, as
 well as adversely affect our and our tenants' financial condition and results of operations.

 Risks Related to Investing in Real Estate

 Real estate investments are subject to risks particular to real property, including:

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 Adverse changes in national and local economic and market conditions, including the credit and securitization markets;

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 Impacts from governmental laws and regulations, fiscal policies and zoning ordinances, including the impact of environmental laws and regulations, and related compliance costs, including costs to comply
 with future changes;

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 Takings by condemnation or eminent domain;

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 Real estate conditions, such as an oversupply of or a reduction in demand for real estate space in the area, which could adversely affect market rental rates;

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 The perceptions of tenants and prospective tenants of the convenience, attractiveness and safety of our properties;

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 Competition from comparable properties;

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 The occupancy rate of our properties;

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 The ability to collect all rent from tenants on a timely basis;

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 The effects of any bankruptcies or insolvencies of major tenants;

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 The expense of re-leasing space;

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 Changes in interest rates and in the availability, cost and terms of mortgage funding;

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 Economic or physical decline of the areas where our investments are located;

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 Deterioration in the physical condition of our investments and resulting maintenance expenses;

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 Acts of war or terrorism, including the consequences of terrorist attacks;

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 Acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses; and

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 Cost of compliance with the Americans with Disabilities Act.

 Any of these or similar events may reduce our return from an affected property or investment and reduce or eliminate our ability to make distributions to stockholders.

 The market for real estate investments is highly competitive.

 Identifying attractive real estate investment opportunities is difficult and involves a high degree of uncertainty. Furthermore, the historical performance of a particular property or market is not
 a guarantee or prediction of the property's or market's future performance. There can be no assurance that we will be able to locate suitable acquisition opportunities in our target markets, achieve our investment goal and objectives, or fully
 deploy for our cash.

 Because of the recent growth in demand for real estate investments, there may be increased competition among investors to invest in the same asset classes as we do. This competition may lead to an
 increase in investment prices or otherwise less favorable investment terms. If this situation occurs with a particular investment, our return on that investment is likely to be less than the return we could have achieved if we had invested at a
 time of less investor competition for the investment. For this and other reasons, the Real Estate Adviser is under no restrictions concerning the timing of investments.

 Real estate investments are not as liquid as other types of assets, which may reduce economic returns to our stockholders.

 Real estate investments are not as liquid as some other types of investments. The market for the sale of real estate properties can vary greatly and it may take a significant amount of time for us
 to sell any particular property on favorable terms, if at all. As a result, our ability to sell under-performing assets in our portfolio or respond to changes in economic and other conditions may be relatively limited.

 Investments in real estate-related assets can be speculative.

 Investments in real estate-related assets can involve speculative risks and always involve substantial risks. No assurance can be given that the Advisers will be able to execute the investment
 strategy or that stockholders in the company will realize their investment objectives. No assurance can be given that our stockholders will realize a substantial return (if any) on their investment or that they will not lose their entire
 investment in us.

 We will likely receive limited representations and warranties from sellers.

 Investments will likely be acquired with limited representations and warranties from the seller regarding the condition of the investment, the status of leases, the presence of hazardous substances,
 the status of governmental approvals and entitlements and other significant matters affecting the use, ownership and enjoyment of the investment. As a result, if defects in an investment or other matters adversely affecting an investment are
 discovered, we may not be able to pursue a claim for damages against the seller of the investment. The extent of damages that we may incur as a result of such matters cannot be predicted, but potentially could result in a significant adverse
 effect on the value of the affected investments.

 We may be subject to the risk of liability and casualty loss as the owner of an investment.

 We will maintain insurance against certain liabilities and other losses for an investment, but the insurance obtained will not cover all amounts or types of loss. There is no assurance that any loss
 that may occur will be insured or that, if insured, the insurance proceeds will be sufficient to cover the loss.

 There are certain categories of loss that may be or may become uninsurable or not economically insurable, such as earthquakes, floods and liabilities related to hazardous waste. Further, if losses
 arise from hazardous substance contamination that cannot be recovered from a responsible party, the financial viability of the affected investment may be substantially impaired. It is possible that we will acquire an investment with known or
 unknown environmental problems that may adversely affect our investments.

 We could be exposed to environmental liabilities with respect to investments to which we take title.

 In the course of our business, and taking title to properties, we could be subject to environmental liabilities with respect to such properties. In such a circumstance, we may be held liable to a
 governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or we may be required to investigate or clean up hazardous or
 toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. If we become subject to significant environmental liabilities, our business, financial condition,
 liquidity and results of operations could be materially and adversely affected.

 Liability relating to environmental matters may impact the value of the properties that we may acquire or underlying our investments.

 Under various U.S. federal, state and local laws, an owner or operator of real property may become liable for the costs of removal of certain hazardous substances released on its property. These
 laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances. If we fail to disclose environmental issues, we could also be liable to a buyer or lessee of a
 property.

 There may be environmental problems associated with our properties which we were unaware of at the time of acquisition. The presence of hazardous substances may adversely affect our ability to sell
 real estate, including the affected property, or to borrow additional funds using real estate as collateral. The presence of hazardous substances, if any, on our properties may cause us to incur substantial remediation costs and potential costs
 of indemnification in the case of properties we sell or rent to others, thus harming our financial condition. The discovery of material environmental liabilities attached to such properties could have a material adverse effect on our results of
 operations and financial condition and our ability to make distributions to our stockholders.

 Discovery of previously undetected environmentally hazardous conditions, including mold or asbestos, may lead to liability for adverse health effects and costs
 of remediating the problem could adversely affect our operating results.

 Under various U.S. federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or
 remediation of hazardous or toxic substances on, under or in such property. The costs of removal or remediation could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the
 presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used, and these restrictions may require substantial expenditures. Environmental laws provide for sanctions in
 the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to
 hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with exposure to released hazardous
 substances. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims related to any contaminated property could
 materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to our security holders.

 Adverse economic conditions may negatively affect our results of operations and, as a result, our ability to make distributions to our stockholders or to
 realize appreciation in the value of our investments.

 Our operating results may be adversely affected by market and economic challenges, which may negatively affect our returns and profitability and, as a result, our ability to make distributions to
 our stockholders or to realize appreciation in the value of our investments. These market and economic challenges may include, but are not limited to, the following:

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 any future downturn in the U.S. economy and the related reduction in spending, reduced home prices and high unemployment could result in tenant defaults under leases, vacancies at our office, industrial,
 retail or multifamily properties, and concessions or reduced rental rates under new leases due to reduced demand;

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 the rate of household formation or population growth in our target markets or a continued or exacerbated economic slow-down experienced by the local economies where our properties are located or by the real
 estate industry generally may result in changes in the supply of or demand for apartment units in our target markets; and

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 the failure of the real estate market to attract the same level of capital investment in the future that it attracts at the time of our purchases or a reduction in the number of companies seeking to acquire
 properties may result in the value of our investments not appreciating or decreasing significantly below the amount we pay for these investments.

 The length and severity of any economic slow-down or downturn cannot be predicted. Our operations and, as a result, our ability to make distributions to our stockholders and/or our ability to
 realize appreciation in the value of our properties could be materially and adversely affected to the extent that an economic slow-down or downturn is prolonged or becomes severe.

 We may be adversely affected by unfavorable economic changes in the specific geographic areas where our investments are concentrated.

 We expect to diversify our investments and expect that our real estate investments will be located throughout the United States. However, our investments may nonetheless result in significant
 concentration in one or more target markets. Our largest concentrations of investments are in California and Georgia. Adverse conditions (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) in
 the areas where our investments are located and/or concentrated, including any cities or towns within such target States, and local real estate conditions (such as oversupply of, or reduced demand for, office, industrial, retail or multifamily
 properties) may have an adverse effect on the value of our investments. A material decline in the demand or the ability of tenants to pay rent, or the general market for sales of multi-family properties in such geographic areas may result in a
 material decline in our cash available for distribution to our stockholders.

 Inflation may adversely affect our financial condition and results of operations.

 Increased inflation could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than
 increases in rent, the contracted rent increases called for under our leases may be unable to keep pace with the rate of inflation. Additionally, substantial inflationary pressures and increased costs may have an adverse impact on our tenants,
 which may adversely affect the ability of our tenants to pay rent.

 Our Hollywood Apartment building has variable interest rate debt but has an interest rate cap which has mitigated and we believe will continue to mitigate the effect of rising interest rates. We
 have other loans that become floating rate loans after an initial period of years. If interest rates do not decrease before the initial period ends our interest costs on those loans will increase after the initial period.

 Our success is materially dependent on attracting qualified tenants.

 We will not collect revenue for a property while it is vacant and we will be responsible for all utility costs and maintenance services until we are able to lease it. Our success is dependent on the
 financial stability of tenants in the aggregate. If we cannot rent our properties or our tenants default on our leases or fail to comply with the terms of our leases, our operations, financial performance, and the quality and value of our
 properties could be negatively impacted.

 We may not be able to re-lease or renew leases at the investments held by us on terms favorable to us or at all.

 We are subject to risks that upon expiration or earlier termination of the leases for our properties that such properties may not be re-leased or, if re-leased, the terms of the renewal or
 re-leasing (including the costs of required renovations or concessions to tenants) may be less favorable than current lease terms. Any of these situations may result in extended periods where there is a significant decline in revenues or no
 revenues generated by an investment. If we are unable to re-lease or renew leases for all or substantially all of our investments, or if the rental rates upon such renewal or re-leasing are significantly lower than expected, and if our reserves
 for these purposes prove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or re-leasing process, we will experience a reduction in net income and may be required to reduce or
 eliminate distributions to our stockholders.

 The bankruptcy, insolvency or diminished creditworthiness of our tenants under their leases or delays by our tenants in making rental payments could seriously
 harm our operating results and financial condition.

 We will lease our properties to tenants, and we receive rents from our tenants during the terms of their respective leases. A tenant's ability to pay rent is often initially determined by the
 creditworthiness of the tenant and the income of the tenant. However, if a tenant's credit deteriorates or a tenant's income deteriorates, the tenant may default on its obligations under its lease and the tenant may also become bankrupt. The
 bankruptcy or insolvency of our tenants or other failure to pay is likely to adversely affect the income produced by our real estate investments. Any bankruptcy filings by or relating to one of our tenants could bar us from collecting
 pre-bankruptcy debts from that tenant or its property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy could delay our efforts to collect past due balances under the relevant leases, and could
 ultimately preclude full collection of these sums. If a tenant files for bankruptcy, we may not be able to evict the tenant solely because of such bankruptcy or failure to pay. A court, however, may authorize a tenant to reject and terminate its
 lease with us. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent owed under the lease. In addition, certain amounts paid to us within
 90 days prior to the tenant's bankruptcy filing could be required to be returned to the tenant's bankruptcy estate. In any event, it is highly unlikely that a bankrupt or insolvent tenant would pay in full amounts it owes us under its lease. In
 other circumstances, where a tenant's financial condition has become impaired, we may agree to partially or wholly terminate the lease in advance of the termination date in consideration for a lease termination fee that is likely less than the
 agreed rental amount. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and
 only in the same percentage as is paid to all other holders of unsecured claims. We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition.

 We may not obtain audited results of prior operations for certain properties in which we investment.

 In some cases, we will not obtain audited operating statements regarding the prior operations of an investment. In such case, we will rely on unaudited financial information provided by the sellers
 of the investments. Thus, it is possible that information relied upon by us with respect to the acquisition of some of the investments may not be accurate at the time that we acquire such investment.

 Significant restrictions on transfer and encumbrance of investments subject to mortgage or other debt financing are expected.

 The terms of any mortgage or other debt financing applicable to an investment are expected to prohibit the transfer or further encumbrance of that investment or any interest in that investment
 except with the lender's prior consent, which consent each lender is expected to be able to withhold. The relative illiquidity of the investments may prevent or substantially impair our ability to dispose of an investment at times when it may be
 otherwise advantageous for us to do so. If we were forced to immediately liquidate some or all of our investments, the proceeds are likely to result in a significant loss, if such a liquidation is possible at all.

 We may not obtain independent third-party appraisals or valuation reports on all of our investments.

 We typically may not obtain independent third-party appraisals or valuations, or other reports concerning an investment, before we invest in such investment. If we do not obtain such third-party
 appraisals or valuations, there can be no assurance that an investment's value will exceed its cost or that any sale or other disposition of such investment will result in a profit. Third-party appraisals and other reports may be prepared for
 lenders, in which case we typically will try to obtain a copy of such appraisals and reports for review, as well as reliance letters from the third-party preparers to allow us to rely on appraisals and reports. To the extent we do not obtain such
 other reports or reliance letters before making an investment, the risk of such investment may be increased.

 We may experience delays in the sale of an investment.

 Should we need to dispose of an investment, it may not be possible to sell any or all of our investments at a favorable price, or at all, in the desired time frame. If we are unable to sell our
 investments in the time frames or for the prices anticipated, our ability to make distributions to you may be materially delayed or reduced, you may not be able to get a return of capital as expected or you may not have any liquidity with respect
 to your investment in our securities.

 We face possible risks associated with climate change.

 We may become subject to laws or regulations related to climate change, which could cause our business, results of operations and financial condition to be impacted adversely. Both the federal
 government and many of the states and localities in which we operate have enacted, and may continue to enact, certain climate change laws and regulations or have begun regulating carbon footprints and greenhouse gas emissions. Although these laws
 and regulations have not had any known material adverse effects on our business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and
 reporting costs, and capital expenditures for environmental control facilities and other new equipment. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations, related to climate change will
 affect our business, results of operations and financial condition. Additionally, the potential physical impacts of climate change on our operations are highly uncertain and may include changes to global weather patterns, which could include
 local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. These impacts may adversely affect our properties, our business, financial condition and results of
 operations.

 Additionally, there has been increasing public focus by investors, environmental activists, the media and governmental and nongovernmental organizations on a variety of environmental, social and
 other sustainability matters. We may make commitments relating to sustainability matters that affect us, including the design and implementation of specific risk mitigation strategic initiatives relating to sustainability. If we are not effective
 in addressing environmental, social and other sustainability matters affecting our business, or setting and meeting relevant sustainability goals, our reputation may suffer.

 Risks Related to Our Financial Position

 We are subject to risks associated with debt and capital stock issuances, and such issuances may have consequences to holders of shares of our securities.

 Whenever we raise additional capital through the issuance of equity securities, we could dilute the interests of holders of shares of our current outstanding securities.

 Further, we may incur indebtedness in the future to finance our operations. Such indebtedness could result in important consequences to holders of our common and preferred shares, including
 subjecting us to covenants restricting our operating flexibility, increasing our vulnerability to general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital
 expenditures and other general corporate requirements, requiring the use of a portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund
 working capital, acquisitions, capital expenditures, distributions to our stockholders and general corporate requirements, and limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

 If we pay distributions from sources other than our cash flow from operations, we will have fewer funds available for investments and stockholders' overall
 return will be reduced.

 Although our distribution policy is to use our cash flow from operations to make distributions, we are permitted to pay distributions from any source, including offering proceeds, borrowings, or
 sales of assets. We have not placed a cap on the use of proceeds to fund distributions.

 We do not have guaranteed cash flow.

 There can be no assurance that cash flow or profits will be generated by our investments. If the investments do not generate the anticipated amount of cash flow, we may not be able to pay the anticipated
 distributions to our stockholders without making such distributions from the net proceeds of any offerings of capital stock or from reserves.

 While we are subject to minimum distribution requirements to maintain our status as a REIT, such distributions are not guaranteed and the availability and timing of cash
 distributions is uncertain.

 Our ability to pay dividends is dependent on our ability to purchase, develop, or operate our assets profitably, and there are many factors that can affect the availability and timing of cash distributions to
 stockholders. Because we may receive rents and income from our properties and liquidations of or distributions from our securities at various times during our fiscal year, distributions paid may not reflect our income earned in that particular
 distribution period. The amount of cash available for distribution will be affected by many factors, including without limitation, the amount of income we will earn from investments in target assets, the amount of our operating expenses and
 many other variables. Actual cash available for distribution may vary substantially from our expectations.

 While we intend to fund the payment of quarterly distributions to holders of our common and preferred shares entirely from distributable cash flows, we may fund quarterly distributions to our stockholders from a
 combination of available net cash flows, equity capital and proceeds from borrowings. In the event we are unable to consistently fund future quarterly distributions to stockholders entirely from distributable cash flows, the value of our common
 and preferred shares may be negatively impacted.

 We are generally required to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to
 qualify as a REIT under the Code, which we intend to satisfy through quarterly cash distributions of all or substantially all of our REIT taxable income in such year, subject to certain adjustments. Our Board of Directors will determine the
 amount and timing of any distributions. In making such determinations, our directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, general operational requirements and
 applicable law. We intend over time to make regular quarterly distributions to holders of our preferred shares. However, we bear all expenses incurred by our operations, and the funds generated by operations, after deducting these expenses,
 may not be sufficient to cover desired levels of distributions to stockholders. In addition, our Board of Directors, in its discretion, may retain any portion of such cash in excess of our REIT taxable income for working capital. We cannot
 predict the amount of distributions we may make over time.

 We may in the future choose to pay dividends in our own stock, in which case you may be required to pay income taxes in excess of
 the cash dividends you receive.

 We may in the future distribute taxable dividends that are payable in a combination of cash and shares of our equity securities at the election of each stockholder. Taxable stockholders receiving such dividends
 will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for United States federal income tax purposes. As a result, a U.S. stockholder may be required to pay
 income taxes with respect to such dividends in excess of the cash dividends received.

 The IRS has issued guidance authorizing elective cash/stock dividends to be made by public REITs where a cap of at least 20% is placed on the amount of cash that may be paid as part of the dividend, provided that
 certain requirements are met. It is unclear whether and to what extent we would be able to or choose to pay taxable distributions in cash and stock. In addition, no assurance can be given that the IRS will not impose additional requirements in
 the future with respect to taxable cash/stock distributions, including on a retroactive basis, or assert that the requirements for such taxable cash/stock distributions have not been met.

 Risks Related to Our Business Operations and Strategy

 We may change our targeted investment and operational policies without stockholder consent.

 We may change our investment and operational policies, including our policies with respect to investments (including changes to our Advisers' targeted assets and asset allocation), acquisitions,
 growth, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, the types of investments
 described in this filing. Any such changes may increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could adversely affect our ability to make distributions. Furthermore, a change in our
 asset allocation could result in our making investments in asset categories different from those described in this annual report.

 The ability of our Board of Directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

 Our Charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best
 interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders,
 which may have adverse consequences on our total return to our stockholders.

 Our future growth will depend upon our ability to acquire real estate investments in several competitive real estate markets.

 Our future growth will depend, in large part, upon our initial and continued ability to acquire properties. We face significant competition with respect to our acquisition and origination of
 assets from many other companies, including other REITs, insurance companies, private investment funds, hedge funds, specialty finance companies and other investors.

 Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk
 assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Some of our competitors also may have greater financial and operational resources, larger customer bases, and more
 established relationships with their customers and suppliers than we do. The competitive pressures we face, if not effectively managed, may have a material adverse effect on our business, financial condition, liquidity and results of
 operations.

 Competition may limit the number of suitable investment opportunities offered to us and may result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making
 it more difficult for us to identify and pursue opportunities consistent with our objectives and to acquire new investments on attractive terms. This could delay our investment in desirable assets. Any failure to identify or consummate
 investments on satisfactory terms, or at all, may impede our growth, reduce our earnings per share and negatively affect our cash available for distribution to our stockholders.

 Due diligence by our Advisers may not reveal all of the liabilities associated with the investments being evaluated and may not reveal other weaknesses in such
 investments, which could lead to investment losses.

 Because we intend to purchase real estate at below-market-prices, there may not be enough time to investigate the condition of any particular investment.

 Before making an investment, our Advisers will assess the strengths and weaknesses of a target investment property. The Advisers will also consider other factors and characteristics that are
 material to the performance of the investment. Such other factors may include the pricing trends for similar properties in the area where the target investment property is located. In making such assessments and otherwise conducting customary due
 diligence, our Advisers relies on resources available to them and, in some cases, an investigation by third parties. There can be no assurance that our Advisers' due diligence process will uncover all relevant facts or that any investment will be
 successful.

 We may experience difficulty in ultimately selling any property or groups of properties which no longer fit our investment criteria or are
 impractical to lease and maintain, which could force us to sell a property at a price that reduces the return to our investors.

 The real estate market is affected by many factors that are out of our control, including the availability of financing, interest rates and other factors, as well as supply and demand for real
 estate investments. As a result, we cannot predict whether we will be able to sell any property or groups of properties which no longer fit our investment criteria or are impractical to lease and maintain on favorable terms, or whether such
 sale could be made at a favorable price or on terms acceptable to us. We also cannot predict the length of time which will be needed to obtain a purchaser or to complete the sale of any property.

 In addition, the terms of our leases and the laws regulating REITs could impact our ability to sell any property or groups of properties. To qualify as a REIT for federal income tax purposes, we
 must continually satisfy various tests, including tests regarding the nature of our assets which could restrict our disposition strategy.

 Lack of diversification in numbers or types of investments increases our dependence on individual investments.

 Our investment strategy depends in large part on acquiring a diversified portfolio based on the number of properties or investments we acquire relative to our total assets. Such diversification
 reduces the risk that a default or other problem with any single property or investment will have a material negative impact on our earnings.

 Currently, our investments are concentrated in eight commercial real estate properties and four multi-family residential apartment properties, located primarily in the Oakland-San Francisco Bay area
 in California. If, due to factors such as lack of adequate capital, or the unavailability of suitable investment opportunities, we acquire relatively few properties or acquire properties or investments that are significant (in terms of capital
 invested) to our overall asset size, we may be unable to reduce the degree of concentration of our portfolio, which could increase the risk of loss to stockholders if a default or other problem arises.

 Additionally, property sales may reduce the aggregate amount of our property investment portfolio in value or number. As a result, our portfolio could become more concentrated, thereby further
 reducing the benefits of diversification by factors such as geography, property type, tenancy, or other measures. While we intend to endeavor to grow and diversify our portfolio through additional property acquisitions, we may never reach a
 significant size to achieve true portfolio diversity.

 Our success is materially dependent on the financial stability of our tenants.

 The success of our business is dependent on the financial stability of the tenants occupying our properties. A default of a tenant on its lease payments may cause us to lose some of the
 anticipated revenue from an investment property.

 Since our portfolio is relatively small, our exposure to each tenant may be more significant than we expect. We believe that this exposure will diminish (but not entirely) as we acquire more
 properties. In the event of a material default, we may experience delays in enforcing our rights as landlords and we may incur substantial costs in protecting our investment and possibly re-letting the property, as the case may be. If a lease
 is terminated, we cannot assure our investors that the property could be leased for the same amount of rent previously received or that we could sell the property without incurring a loss.

 We are dependent on our Advisers and their key personnel for our success.

 We are, and will continue to be, advised by our Advisers and, pursuant to the Advisory Agreement, our Advisers is not obligated to dedicate any specific personnel exclusively to us, nor is its
 personnel obligated to dedicate any specific portion of their time to the management of our business.

 As a result, we cannot provide any assurances regarding the amount of time our Advisers will dedicate to the management of our business. Moreover, each of our officers and non-independent
 directors is also an employee of our Advisers or one of its affiliates and has significant responsibilities for other investment vehicles currently managed by affiliates, and may not always be able to devote sufficient time to the management of
 our business. Consequently, we may not receive the level of support and assistance that we otherwise might receive if we were internally managed.

 In addition, we offer no assurance that our Advisers will remain our Advisers or that we will continue to have access to our Advisers' principals and professionals. The initial term of our
 Agreements with our Advisers only extends until December 31, 2024, with automatic one-year renewals thereafter, and may be terminated earlier under certain circumstances. If the Agreement is terminated or not renewed and no suitable replacement
 is found to manage us, we may not be able to execute our business plan, which could have a material adverse effect on our results of operations and our ability to make distributions to our stockholders.

 Our Board of Directors has approved very broad investment guidelines for our Advisers and will not approve each investment and financing decision made by our
 Advisers unless required by our investment guidelines.

 Our Advisers are authorized to follow very broad investment guidelines established by our Board of Directors. Our Board of Directors will periodically review our investment guidelines and our
 portfolio of assets but will not, and will not be required to, review all of our proposed investments, except in limited circumstances as set forth in our investment policies.

 Our Advisers have great latitude within the broad parameters of our investment guidelines in determining the types and amounts of assets in which to invest on our behalf, including making
 investments that may result in returns that are substantially below expectations or result in losses, which would materially and adversely affect our business and results of operations, or may otherwise not be in the best interests of our
 stockholders. Transactions entered into by our Advisers may be costly, difficult or impossible to unwind by the time they are reviewed by our Board of Directors.

 Because stockholders will be unable to evaluate the merits of these operational and investment guidelines, they will have to rely entirely on the ability of our Advisers and Board of Directors to
 formulate and follow these operational and investment guidelines.

 Because we are dependent upon our Advisers and its affiliates to conduct our operations, any adverse changes in the financial or operational condition
 of our Advisers or its affiliates, or our relationship with them, could hinder our operating performance and the return on your investment.

 We are dependent on our Advisers and their affiliates to manage our operations and acquire and manage our portfolio of real estate assets. Under the direction of our Board of Directors, and subject
 to our investment guidelines, our Advisers makes all decisions with respect to the management of our company. Our Advisers depend upon the fees and other compensation they receive from us, and upon their ability to attract and retain skilled
 personnel, in carrying out these functions. Any adverse changes in the financial or operational condition of our Advisers and their affiliates, or in our relationship with our Advisers, could hinder its ability to successfully manage our
 operations and our portfolio of investments, which would adversely affect us and our stockholders.

 Our investments will be carried at estimated fair value as determined by our Investment Adviser and there may be uncertainty as to the value of these
 investments.

 Substantially all of our investments are illiquid, and the securities in which we invest are not publicly traded. To determine our net asset value, our Investment Adviser estimates the fair value of
 our assets in conjunction with our external valuation experts.

 Because such valuations are inherently uncertain, our value may fluctuate over short periods of time, and may be based on numerous estimates and assumptions, our determinations of fair value of our
 investments are inherently speculative and subject to errors. The value of our shares could be adversely affected if our determinations regarding the fair value of these investments are materially higher than the values that we ultimately realize
 upon their disposal.

 We, through our Advisers, are often required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the
 application of these policies could result in changes to our reporting of financial condition and results of operations.

 Various valuation estimates are used in the preparation of our consolidated financial statements, including estimates related to asset and liability valuations (or potential impairments) and various
 receivables. Often these estimates require the use of market data values that may be difficult to assess, as well as estimates of future performance or receivables collectability that may be difficult to accurately predict. While we have
 identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could result in material changes to our consolidated
 financial condition and results of operations.

 The occurrence of cyber incidents, or a deficiency in our cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or
 corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

 A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources. More specifically, a cyber incident is an
 intentional attack or an unintentional event that can include gaining unauthorized access to systems to disrupt operations, corrupt data, or steal confidential information. As reliance on technology by the Company, as well as the Advisers and
 tenants, has increased, so have the risks posed to our systems, both internal and those we have outsourced. Our three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our
 relationship with our tenants, and private data exposure. We have implemented processes, procedures and controls to help mitigate these risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee
 that our financial results will not be negatively impacted by such an incident.

 Risks Related to Our Organization and Corporate Structure

 Our Charter permits our Board of Directors to issue stock with terms that may subordinate the rights of common stockholders or preferred shareholders or
 discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.

 Our Charter permits our Board of Directors to issue up to 80,000,000 shares of common stock and 20,000,000 preferred shares. Our Board of Directors is permitted, subject to certain restrictions set
 forth in our Charter, to authorize the issuance of shares of common stock and preferred stock without stockholder approval. Further, our Board of Directors may classify or reclassify any unissued shares of common or preferred stock into other
 classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may
 amend our Charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that we have authority to issue without stockholder approval. Thus, our Board of Directors could authorize
 us to issue shares of preferred stock ranking senior to our common stock with respect to distribution rights upon our liquidation, dissolution or winding up or with terms and conditions that could have the effect of delaying, deferring or
 preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.

 Our rights and the rights of our shareholders to recover claims against our officers, directors and our Advisers are limited.

 Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation's
 best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our Charter, in the case of our directors, officers, employees and agents, and the advisory agreements, in the case of
 the Advisers, require us to indemnify our directors, officers, employees and agents and the Advisers and its affiliates for actions taken by them in good faith and without negligence or misconduct.

 Additionally, our Charter limits the liability of our directors and officers for monetary damages to the fullest extent permitted under Maryland law. Although our Charter does not allow us to
 exonerate and indemnify our directors and officers to a greater extent than permitted under Maryland law, we and our stockholders may have more limited rights against our directors, officers, employees and agents, and our Advisers and its
 affiliates, than might otherwise exist under common law, which could reduce our investor's and our recovery against them. In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees and agents or the
 Advisers in some cases which would reduce the cash available for distributions.

 Risks Related to Conflicts of Interest

 The Advisory Agreements with our Advisers were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with an
 unaffiliated third party.

 Our executive officers, including one of our directors, are executives of our Advisers. Our Advisory Agreements were negotiated between related parties and their terms, including fees payable to our
 Advisers, may not be as favorable to us as if it had been negotiated with an unaffiliated third party. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the Advisory Agreements because of our desire to
 maintain our ongoing relationship with the Advisers and its affiliates.

 We may have conflicts of interest with our Advisers and other affiliates, which could result in investment decisions that are not in the best interests of our
 stockholders.

 There are numerous conflicts of interest between our interests and the interests of our Advisers and its respective affiliates, including conflicts arising out of allocation of personnel to our
 activities, allocation of investment opportunities between us and investment vehicles affiliated with our Advisers, purchase or sale of properties, including from or to investment entities affiliated with our Advisers, and fee arrangements with
 our Advisers that might induce our Advisers to make investment decisions that are not in our best interests. Examples of these potential conflicts of interest include, but are not limited to:

 •

 Competition for the time and services of personnel that work for us and our affiliates;

 •

 Compensation payable by us to our Advisers and their affiliates for their various services, which may not be on market terms and is payable, in some cases, whether or not our stockholders receive
 distributions;

 •

 The possibility that our Advisers, their officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of properties and other investments, and that such
 conflicts may not be resolved in our favor, thus potentially limiting our investment opportunities, impairing our ability to make distributions and adversely affecting the trading price of our stock;

 •

 The possibility that if we acquire properties from investment entities affiliated with our Advisers or their affiliates, the price may be higher than we would pay if the transaction were the result of
 arm's-length negotiations with a third party;

 •

 The possibility that our Advisers will face conflicts of interest, since some of their officers are also our officers and two serve as directors of ours, resulting in actions that may not be in the
 long-term best interests of our stockholders;

 •

 Our Advisers have considerable discretion with respect to the terms and timing of our acquisition, disposition and leasing transactions;

 •

 The possibility that we may acquire or merge with our Advisers, resulting in an internalization of our management functions; and

 •

 The possibility that the competing demands for the time of our Advisers, their affiliates and our officers may result in them spending insufficient time on our business, which may result in our missing
 investment opportunities or having less efficient operations, which could reduce our profitability and result in lower distributions to stockholders.

 Any of these and other conflicts of interest between us and our Advisers could have a material adverse effect on the returns on our investments, our ability to make distributions to stockholders and
 the trading price of our stock.

 Our Advisers, their officers and their respective affiliates will face conflicts of interest relating to the purchase and leasing of real estate investments,
 and such conflicts may not be resolved in our favor.

 Conflicts created by our Advisers' relationships with us and with other investment entities affiliated with our Advisers or their affiliates, as described above, may severely curtail our investment
 opportunities, impair our ability to make distributions and reduce the value of stockholders' investment in us. Our Advisers also advise other clients and such clients may compete with us for investments. Our Advisers have policies in place to
 deal with such potential conflicts, but such policies may result in other clients buying assets that may be in our best interest to purchase.

 Our Advisers and the personnel they provide are not exclusively dedicated to management of our business.

 If the competing demands for the time of our Advisers, their key personnel, their affiliates and our officers result in them spending insufficient time on our business, we may miss investment
 opportunities or have less efficient operations, which could reduce our profitability and result in lower distributions to stockholders.

 We have not adopted any specific conflicts of interest policies, and, therefore, other than in respect of the restrictions placed on our Advisers in the
 Advisory Agreements, we will be reliant upon the good faith of our Advisers, officers and directors in the resolution of any conflict.

 We do not have a policy that expressly restricts any of our directors, officers, stockholders or affiliates, including our Advisers and their officers and employees, from having a pecuniary interest
 in an investment in or from conducting, for their own account, business activities of the type we conduct. This may mean that our ability to access the best investments may be curtailed, which could result in greater than expected operating
 expense, losses and reduced distributions to our shareholders.

 Risks Associated with Debt Financing

 We expect to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which increases our
 expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.

 We are permitted to acquire real properties and other real estate-related investments, including entity acquisitions, by either assuming existing financing secured by the asset or borrowing new
 funds. In addition, we may incur or increase our mortgage debt by obtaining loans secured by some or all of our assets to obtain funds to acquire additional investments or to pay distributions to our stockholders. We also may borrow funds if
 necessary to satisfy the requirement that we distribute at least 90% of our annual "REIT taxable income" (determined without regard to the dividends paid deduction and excluding any net capital gain), or otherwise as is necessary or advisable to
 assure that we maintain our qualification as a REIT for federal income tax purposes.

 There is no limit on the amount we may invest in any single property or other asset or on the amount we can borrow to purchase any individual property or other investment. If we mortgage a property
 and have insufficient cash flow to service the debt, we risk an event of default which may result in our lenders foreclosing on the properties securing the mortgage and the loss of our interests in such properties if we are unable to repay or
 refinance.

 High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce the cash available for
 distribution to stockholders.

 Our policies do not limit us from incurring debt. For purposes of calculating our leverage, we assume full consolidation of all of our real estate investments, whether or not they would be
 consolidated under GAAP.

 High debt levels will cause us to incur higher interest charges, resulting in higher debt service payments, and may be accompanied by restrictive covenants. Interest we pay reduces cash available
 for distribution to stockholders. Additionally, with respect to our variable rate debt, increases in interest rates increase our interest costs, which reduces our cash flow and our ability to make distributions to you. In addition, if we need
 to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments at times which may not permit realization of the maximum return on such investments and could result in a loss. In
 addition, if we are unable to service our debt, our lenders may foreclose on our interests in the real property that secures such debt.

 High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flow
 from operations and the amount of cash distributions we can make.

 To qualify as a REIT, we generally will be required to distribute at least 90% of our annual taxable income (determined without regard to the dividends paid deduction and excluding any net capital
 gain) to our stockholders in each taxable year, limiting our ability to retain internally generated cash. Accordingly, our ability to acquire properties or to make capital improvements to or remodel properties will depend on our ability to obtain
 debt or equity financing from third parties or the sellers of properties. If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of
 being unable to refinance the properties when the debt becomes due or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our income could be reduced. The interest rate may increase on
 some of our fixed-rate debt after the initial fixed rate period. If any of these events occurs, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to stockholders and may hinder our ability to raise
 additional capital.

 Our ability to obtain financing on reasonable terms would be impacted by negative capital market conditions.

 Recently, domestic and international financial markets have experienced unusual volatility and uncertainty. Liquidity has tightened in overall financial markets, including the investment grade debt
 and equity capital markets. Consequently, there is greater uncertainty regarding our ability to access the credit market in order to attract financing on reasonable terms. Investment returns on our assets and our ability to make acquisitions
 could be adversely affected by our inability to secure financing on reasonable terms, if at all.

 If we are required to make payments under any "bad boy" carve-out guaranties that we may provide in connection with certain mortgages and related loans, our
 business and financial results could be materially adversely affected.

 In obtaining certain nonrecourse loans, we may provide standard carve-out guaranties. These guaranties are only applicable if and when the borrower directly, or indirectly through agreement with an
 affiliate, joint venture partner or other third party, voluntarily files a bankruptcy or similar liquidation or reorganization action or takes other actions that are fraudulent or improper (commonly referred to as "bad boy" guaranties). Although
 we believe that "bad boy" carve-out guaranties are not guaranties of payment in the event of foreclosure or other actions of the foreclosing lender that are beyond the borrower's control, some lenders in the real estate industry have recently
 sought to make claims for payment under such guaranties. In the event such a claim were made against us under a "bad boy" carve-out guaranty following foreclosure on mortgages or related loan, and such claim were successful, our business and
 financial results could be materially adversely affected.

 Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.

 We may finance our property acquisitions using interest-only mortgage indebtedness. During the interest-only period, the amount of each scheduled payment will be less than that of a traditional
 amortizing mortgage loan. The principal balance of the mortgage loan will not be reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal during this period. After the interest-only period, we will
 be required either to make scheduled payments of amortized principal and interest or to make a lump-sum or "balloon" payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may
 increase our risk of default under the related mortgage loan. If the mortgage loan has an adjustable interest rate, the amount of our scheduled payments also may increase at a time of rising interest rates. Increased payments and substantial
 principal or balloon maturity payments would reduce the funds available for distribution to our stockholders.

 We may use floating rate, interest-only or short-term loans to acquire investments.

 The Real Estate Adviser has the right, in its sole discretion, to negotiate any debt financing, including obtaining (i) interest-only, (ii) floating rate and/or (iii) short-term loans to acquire
 Investments. If the Real Estate Adviser obtains floating rate loans, the interest rate would not be fixed but would float with an established index (probably at higher interest rates in the future). No principal would be repaid on interest-only
 loans. Finally, we would be required to refinance short term loans at the end of a relatively short period. The credit markets have recently been in flux and are experiencing a malaise. No assurance can be given that the Real Estate Adviser
 would be able to refinance with fixed-rate permanent loans in the future, on favorable terms or at all, to refinance the short-term loans. In addition, no assurance can be given that the terms of such future loans to refinance the short-term
 loans would be favorable to us.

 Risks Related to Our Taxation as a REIT

 Our failure to qualify as a REIT would result in higher taxes and reduced cash available for stockholders.

 We intend to continue to operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. Our initial and continued qualification as a REIT depends on our satisfaction of certain
 asset, income, organizational, distribution, and stockholder ownership requirements on a continuing basis. Our ability to satisfy some of the asset tests depends upon the fair market values of our assets, some of which are not able to be
 precisely determined and for which we will not obtain independent appraisals.

 If we were to fail to qualify as a REIT in any taxable year, and certain statutory relief provisions were not available, we would be subject to U.S. federal income tax, including any applicable
 alternative minimum tax, on our taxable income at regular corporate rates, and distributions to stockholders would not be deductible by us in computing our taxable income. Any such corporate tax liability could be substantial and would reduce the
 amount of cash available for distribution.

 Unless entitled to relief under certain Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a
 REIT. In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it
 would adversely affect the value of our securities.

 Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions
 to our stockholders.

 We have elected to be taxed as a REIT under the federal income tax laws commencing with our taxable year ended December 31, 2014. We believe that we have and will continue to operate in a manner
 qualifying us as a REIT for our taxable year ended December 31, 2024 and intend to continue to so operate.

 However, we cannot assure the stockholders that we will remain qualified as a REIT. Moreover, our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis, through
 actual annual operating results, certain qualification tests set forth in the federal tax laws. Tax counsel will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that our actual results of
 operations for any particular taxable year will satisfy such requirements.

 If we fail to qualify as a REIT in any taxable year, we will face serious tax consequences that will substantially reduce the funds available for distributions to our stockholders because:

 •

 we would be taxed as a regular domestic corporation, which under current law, among other things, means being unable to deduct distributions paid to stockholders in computing our taxable income and being
 subject to U.S. federal income tax on our taxable income at corporate income tax rates;

 •

 we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;

 •

 we would be required to pay taxes and, therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had
 taxable income; and

 •

 unless we are entitled to relief under certain U.S. federal income tax laws, we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT.

 In addition, if we fail to qualify as a REIT, we will no longer be required to make distributions. As a result of all these factors, our failure to qualify as a REIT could impair our ability to
 expand our business and raise capital, and it would adversely affect the value of our securities.

 REIT distribution requirements could adversely affect our liquidity.

 In order to maintain our REIT status and to meet the REIT distribution requirements, we may need to borrow funds on a short-term basis or sell assets, even if the then-prevailing market conditions
 are not favorable for these borrowings or sales. To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, determined without regard to the deduction for dividends paid and
 excluding any net capital gain.

 In addition, we will be subject to corporate income tax to the extent we distribute less than 100% of our net taxable income including any realized net capital gain. We intend to make
 distributions to our stockholders to comply with the requirements of the Code for REITs and to minimize or eliminate our corporate income tax obligation to the extent consistent with our business objectives.

 Our cash flows from operations may be insufficient to fund required distributions as a result of differences in timing between the actual receipt of income and the recognition of income for
 federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt service or amortization payments. The insufficiency of our cash flows to cover our distribution requirements could
 have an adverse impact on our ability to raise short- and long-term debt or sell equity securities in order to fund distributions required to maintain our REIT status. We will be subject to regular corporate income taxes on any undistributed
 REIT taxable income each year. In addition, we will be subject to a 4% non-deductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our
 capital gain net income and 100% of our undistributed income from prior years.

 Further, amounts distributed will not be available to fund investment activities. We expect to fund our investments by raising equity capital and through borrowings from financial institutions and
 the debt capital markets. If we fail to obtain debt or equity capital in the future, it could limit our ability to grow, which could have a material adverse effect on the value of our preferred shares.

 Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.

 To maintain our qualification as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification
 of our assets, the amounts we distribute to our stockholders and the ownership of our capital stock. In order to meet these tests, we may be required to forego investments we might otherwise make. Thus, compliance with the REIT requirements may
 hinder our performance.

 In particular, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets.
 The remainder of our investment in securities (other than government securities, qualified real estate assets and taxable REIT subsidiaries) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more
 than 10% of the total value of the outstanding securities of any one issuer, among other limitations.

 In addition, in general, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and taxable REIT subsidiaries) can consist of the securities of
 any one issuer, and no more than 20% of the value of our assets can consist of the securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end of any calendar quarter, we generally must correct the
 failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise
 attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

 The tax status of the Operating Partnership and other partnerships could impact our qualification as a REIT.

 If the IRS were to successfully challenge the status of the Operating Partnership or any other partnership in which we invest as a partnership or disregarded entity for U.S. federal income tax
 purposes, such partnerships could be subject to an entity level tax and could, depending on the circumstances, jeopardize our ability to qualify as a REIT.

 Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows.

 Even if we remain qualified as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some
 activities conducted as a result of a foreclosure, and state or local income, property and transfer taxes.

 The stock ownership limit imposed by the Code for REITs and in our Charter may inhibit market activity in our stock and may restrict our business combination
 opportunities.

 In order for us to maintain our qualification as a REIT under the Code, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as
 defined in the Code to include certain entities) at any time during the last half of each taxable year. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of each taxable year. Our Charter, with
 certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.

 Unless exempted by the Board of Directors, no person may own more than 9.8% of the aggregate value of the outstanding shares of our stock or more than 9.8% in value or in number of shares, whichever
 is more restrictive, of the aggregate outstanding common or preferred shares of the Company. The Board of Directors may not grant such an exemption to any proposed transferee whose ownership in excess of 9.8% of the value of our outstanding
 shares or more than 9.8% in value or in number of shares, whichever is more restrictive, would result in the termination of our status as a REIT. These ownership limits could delay or prevent a transaction or a change in our control that might be
 in the best interest of our stockholders.

 Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

 The maximum tax rate applicable to "qualified dividend income" payable to U.S. stockholders that are taxed at individual rates is 20%. Dividends payable by REITs, however, generally are not
 eligible for the reduced rates on qualified dividend income. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively
 less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our preferred shares.

 However, under current law, continuing through 2025, individual taxpayers may be entitled to claim a deduction in determining their taxable income of 20% of ordinary REIT dividends (dividends other
 than capital gain dividends and dividends attributable to certain qualified dividend income received by us), which temporarily reduces the effective tax rate on such dividends. You are urged to consult with your tax advisor regarding the effect
 of this change on your effective tax rate with respect to REIT dividends.

 The prohibited transactions tax may subject us to tax on our gain from sales of property and limit our ability to dispose of our properties.

 A REIT's net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property other than foreclosure property, held
 primarily for sale to customers in the ordinary course of business.

 Although we intend to acquire and hold all of our assets as investments and not for sale to customers in the ordinary course of business, the IRS may assert that we are subject to the prohibited
 transaction tax equal to 100% of net gain upon a disposition of real property.

 Although a safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction is available, not all of our prior property dispositions qualified for the safe
 harbor and we cannot assure the stockholders that we can comply with the safe harbor in the future or that we have avoided, or will avoid, owning property that may be characterized as held primarily for sale to customers in the ordinary course of
 business.

 Failure to make required distributions would subject us to U.S. federal corporate income tax.

 We intend to continue to operate in a manner so as to qualify as a REIT for U.S. federal income tax purposes. In order to remain qualified as a REIT, we generally are required to distribute at least
 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our stockholders. To the extent that we satisfy this distribution requirement, but distribute less than
 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders in
 a calendar year is less than a minimum amount specified under the Code.

 We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating
 expenses could rise, diminishing our ability and to pay distributions to our stockholders.

 As a REIT, we are generally required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to
 our stockholders. To qualify for the tax benefits accorded to REITs, we intend to continue to make distributions to our stockholders in amounts such that we distribute all or substantially all our REIT taxable income each year, subject to certain
 adjustments.

 However, our ability to make distributions may be adversely affected by the risk factors described herein. Our ability to make and sustain cash distributions is based on many factors, including the
 return on our investments, the size of our investment portfolio, operating expense levels, and certain restrictions imposed by Maryland law.

 Some of the factors are beyond our control and a change in any such factor could affect our ability to pay future distributions. No assurance can be given as to our ability to pay distributions to
 our stockholders. In the event of a downturn in our operating results and financial performance or unanticipated declines in the value of our asset portfolio, we may be unable to declare or pay annual distributions or make distributions to our
 stockholders. The timing and amount of distributions are in the sole discretion of our Board of Directors, which considers, among other factors, our earnings, financial condition, debt service obligations and applicable debt covenants, REIT
 qualification requirements and other tax considerations and capital expenditure requirements as our Board of Directors may deem relevant from time to time.

 We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our shares.

 At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if any new U.S. federal income tax law,
 regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or
 interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations.

 The Inflation Reduction Act of 2022 (the "IRA") includes numerous tax provisions that impact corporations, including the implementation of a corporate alternative minimum tax as well as a 1%
 excise tax on certain stock repurchases and economically similar transactions. However, REITs are excluded from the definition of an "applicable corporation" and therefore are not subject to the corporate alternative minimum tax. Additionally,
 stock repurchases by REITs are specifically excepted from the 1% excise tax. The impact of tax reform and any potential tax changes on our shares is uncertain. Investors should consult their own tax advisors regarding changes in tax laws.

 Risk Related to COVID-19 and Other Infectious Diseases

 COVID-19, or the future outbreak of other highly infectious or contagious diseases, has and could continue to materially and adversely impact or disrupt our
 financial condition, results of operations, cash flows and performance, as well as adversely affect our and our tenants' financial condition and results of operations.

 Our operating results depend, in large part, on generating revenues from leases to residential or commercial tenants, which in turn requires tenants to generate sufficient income to pay their rents
 in a timely manner. The market and economic challenges created by the COVID-19 pandemic, and measures implemented to prevent its spread, may adversely affect our operations and, as a result, our ability to make distributions to our stockholders
 or to realize appreciation in the value of our investments. Any future local, regional, national or international outbreak of a contagious disease, including COVID-19 and its variants, MERS, SARS, H1N1 influenza virus, avian flu or any other
 similar illness, could result in further increases in unemployment, decrease the willingness of customers to patronize our tenants' retail facilities, discourage residents from renting in our multi-family communities, cause shortages of employees
 to staff our tenants' operations, interrupt supplies from third parties upon which our tenants rely, cause us or our tenants to temporarily close one or more of our properties, result in governmental regulation adversely impacting our or our
 tenants' businesses and otherwise have a material adverse effect on our business, financial condition and results of operations, especially where a tenant may be unwilling or unable to pay rent in full on a timely basis. In some cases, the
 companies in which we have invested may have to restructure tenants' rent obligations, and they may not be able to do so on terms as favorable to us as those currently in place. Numerous state, local, federal, and industry-initiated efforts may
 also affect property owners' ability to collect rent or enforce remedies for the failure to pay rent. This may lead to reduction or cancellation of distributions, which will in turn effect our ability to pay our expenses and to pay distributions
 to our shareholders.

 Item 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 Item 1C.

 CYBER SECURITY

 Risk Management and Strategy

 As an externally managed company, our day-to-day operations are managed by our Advisers and our executive officers under the oversight of our board of directors. As such, we rely on our Advisers'
 cybersecurity program, as discussed herein, for assessing, identifying, and managing material risks to our business from cybersecurity threats.

 Due to the small size of our operations, our Advisers have elected to outsource the information technology function to a third-party managed service provider, or the MSP, that specializes in fully
 managed information technology services and fully managed cybersecurity. The MSP is responsible for managing all of our Advisers' hosted services, all of the computer and computer-related hardware and software used by our Advisers to manage our
 operations, and all onsite and offsite backups. The MSP also provides managed security services designed to prevent cybersecurity threats, to identify and remediate vulnerabilities, to monitor systems, to protect data and systems, to detect
 potential intrusions and cybersecurity incidents, to quarantine systems should they be compromised, and to recover from business interruptions or other disasters. The MSP follows the NIST Cybersecurity Framework, developed by the National
 Institute of Standards and Technology of the U.S. Department of Commerce, to measure the maturity of the services it provides to us and its other clients.

 The MSP conducts ongoing cybersecurity training to ensure all employees are aware of cybersecurity risks and performs periodic phishing simulation testing for increased cyber resilience. Annually,
 the MSP conducts penetration testing to assess cybersecurity measures and to review the information security control environment and operating effectiveness. In addition, our Advisers evaluate key third-party service providers before granting the
 service provider access to its information systems and have a process in place to ensure that future access is appropriate. Our assessment of risks associated with the use of third-party providers is part of the Advisers' overall cybersecurity
 risk management framework. For any software platforms that are hosted by third parties, our Advisers confirm the vendor maintains a System and Organization Controls ("SOC") report. While we have control, through our contract with the MSP, over
 our information systems, we do not have control over the information systems of third parties who provide services, and in particular certain property management services, at our commercial and residential real estate properties. Although we
 confirm third party software platforms maintain a SOC report, we rely on third parties for managing their cybersecurity risk. Our Advisers maintain third-party cyber insurance and upon identification of a significant cyber incident involving the
 Advisers managed IT environment, our Advisers would notify their cyber insurance carrier.

 As of the date of this annual report, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, that have materially affected or are reasonably
 likely to materially affect us, including our business strategy, results of operations, or financial condition. However, our business is highly dependent on our ability to collect, use, store and manage organizational and property data. If any of
 our significant information and data management systems do not operate properly or are disabled, we could suffer a material disruption of our business or managing real estate, liability to tenants, loss of tenant or other sensitive data,
 regulatory intervention, breach of confidentiality or other contract provisions, or reputational damage. These systems may fail to operate properly or become disabled as a result of events wholly or partially beyond our control, including
 disruptions of electrical or communications services, natural disasters, political instability, terrorist attacks, sabotage, computer viruses, deliberate attempts to disrupt our computer systems through "hacking," "phishing," or other forms of
 both deliberate or unintentional cyber-attack, or our inability to occupy our office location. As our Advisers have elected to outsource our information technology functions to third-party providers, we bear the risk of having less direct control
 over the security and performance of those systems.

 Governance

 As part of its responsibilities pursuant to our corporate governance guidelines, our board of directors oversees our policies with respect to risk assessment and risk management, including with
 respect to cybersecurity risks. The board of directors administers its risk oversight function by receiving regular reports from our executive officers on areas of material risk to us, which reports include any updates regarding cybersecurity
 incidents or other developments.

 As discussed above, we engage the MSP to assist us with the identification, monitoring and management of cybersecurity risks and rely on the expertise and knowledge of the MSP with respect to
 supporting our information technology network. The MPS reports periodically to our management team as necessary, including our Chief Executive Officer and Chief Financial Officer. These senior executive officers then brief our board of directors
 on security matters as required and no less frequently than annually. Our Chief Operating Officer is responsible for managing our cybersecurity risk and developing mitigation strategies and implementing controls to reduce the likelihood of a
 cybersecurity incident occurring and to reduce the impact of such an incident should this occur.

 Item 2.

 PROPERTIES

 We currently own and manage eight commercial real estate properties: Satellite Place located in Duluth, GA, 1300 Main, First & Main and Main Street West located in Napa, CA, Woodland Corporate
 Center Two located in Woodland, CA, 220 Campus Lane and Green Valley Executive Center located in Fairfield, CA and One Harbor Center located in Suisun, CA. We also own and manage four residential apartments: Commodore Apartments and The Park View
 Apartments (f/k/a as Pon De Leo Apartments), located in Oakland, CA, Hollywood Apartments located in Los Angeles, CA, and Shoreline Apartment Homes located in Concord, CA.

 Additional details concerning the properties are discussed under the heading Properties in Item 7 – Management's Discussion and Analysis Of Financial
 Condition And Results Of Operations in this report.

 Item 3.

 LEGAL PROCEEDINGS

 We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

 Item 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 Item 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 On April 29, 2024, our common stock became eligible for trading on the OTCQX Best Market under the ticker symbol MKZR. The OTCQX Best Market is the highest market tier of OTC Markets on which 10,000
 U.S. and global securities trade. Trading on OTCQX will enhance the visibility and accessibility of our common stock to U.S. investors. We have also secured Depository Trust Company ("DTC") eligibility for our common shares. Trading through DTC
 allows for cost-effective clearing and guaranteed settlement, simplifying and accelerating the settlement process of daily trades. In addition, on August 26, 2024, we entered into a letter agreement with 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. The timing of any up-list process will be dependent on a multitude of factors including, but not limited to, overall market conditions.

 Holders

 As of September 27, 2024, we had 13,435,656.80 shares of our common stock, 765,429.60 shares of our Series A preferred stock, 63,909.52 shares of our
 Series B preferred stock outstanding, held by a total of 1,857 common stockholders, 403 Series A preferred stockholders and 35 Series B preferred stockholders, respectively.

 Distributions to Stockholders

 We pay quarterly distributions to stockholders to the extent that we have income from operations available. Our quarterly distributions, if any, will be determined by our Board of Directors after a
 review and distributed pro-rata to holders of our shares; we declare distributions on a monthly basis, but pay each quarter. Any distributions to our stockholders will be declared out of assets legally available for distribution. In no event are
 we permitted to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs. Distributions in kind are not permitted, except as provided in our Charter.

 We have elected to be treated as a REIT under the Code. As a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we
 generally distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meet certain other conditions. To the extent that we satisfy the
 annual distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible
 excise tax if the actual amount that we pay to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

 We have a DRIP that provides for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects to participate in the DRIP, provided that
 the DRIP is permitted by the state in which the stockholders reside. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions. On March 4, 2024, the Board of Directors suspended the common
 stock share repurchase program and DRIP in connection with trading of its common stock on the OTCQX Best Market. Since our common stock became eligible for trading on OTC Markets in April 2024, the share repurchase program automatically
 terminated, and the Board of Directors will decide whether, and when, to reinstate the DRIP.

 The following tables reflect the dividends per share that we have declared during the years ended June 30, 2024 and 2023:

 Dividends

 Series B Preferred Stock

 September 30, 2023

 $

 0.125

 $

 1,652,688

 $

 0.375

 $

 268,383

 $

 -

 $

 -

 December 31, 2023

 0.125

 1,652,367

 0.375

 276,600

 0.750

 2,222

 March 31, 2024

 0.125

 1,660,225

 0.375

 281,770

 0.750

 8,078

 0.125

 1,662,826

 0.375

 284,737

 0.750

 31,696

 $

 0.500

 $

 6,628,106

 $

 1.500

 $

 1,111,490

 $

 2.250

 $

 41,996

 *

 * 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.

 Dividends

 September 30, 2022

 $

 0.105

 $

 1,390,290

 $

 0.375

 $

 87,884

 December 31, 2022

 0.110

 1,456,391

 0.375

 155,909

 March 31, 2023

 0.115

 1,520,985

 0.375

 209,620

 0.120

 1,586,863

 0.375

 242,188

 $

 0.450

 $

 5,954,529

 $

 1.500

 $

 695,601

 During the years ended June 30, 2024 and 2023, we issued 185,819.74 and 189,289.44 shares of our common stock, respectively, in connection with the DRIP. During the years ended June 30, 2024 and
 2023, we issued 7,741.20 and 3,350.16 shares of our Series A preferred stock, respectively, in connection with the DRIP. During the year ended June 30, 2024, we issued 2.11 shares of our Series B preferred stock, in connection with the DRIP.

 Recent Sale of Unregistered Securities

 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 of Series A preferred shares with total gross proceeds of $2,140,949, 49,562.45 of Series B preferred shares with total gross proceeds of
 $1,227,950. We also issued 7,741.20 Series A preferred shares with total gross proceeds of $174,179 under the DRIP related to the Series A preferred, and 2.11 Series B preferred shares with total gross proceeds of $48 under the DRIP related to
 the Series B preferred. All such issuances were pursuant to our Regulation A Series A and Series B preferred stock offering.

 During the year ended June 30, 2023, we issued 549,973.38 Series A preferred shares with total gross proceeds of $13,408,089, as well as 3,350.16 Series A preferred shares with total gross proceeds
 of $75,379 under the DRIP related to the Series A preferred, pursuant to the Company's Regulation A Series A preferred stock offering.

 These private placements of our common and preferred shares were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 3(b)(2) and
 Regulation A thereunder (in the case of our Regulation A offering of preferred shares) or Section 4(a)(2) and Regulation D thereunder (in the case of Operating Partnership unit conversions).

 On August 26, 2024, in connection with our agreement with Maxim, the Company has issued in a private placement an aggregate amount of 133,000 shares of common stock to Maxim's affiliate,
 approximately of 1% of the Company's outstanding stock. The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act, and Regulation D thereunder. The Company is relying, in part, upon representations of the
 Maxim that it is an accredited investor as defined in Regulation D under the Securities Act. The common stock does not have any conversion rights.

 Issuer Purchases of Equity Securities

 The following table presents information with respect to our purchases of our common stock and preferred stock during the years ended June 30, 2024 and 2023:

 Execution Date

 Total Number of Shares

 Purchased

 Average Price Paid Per

 Share

 Total Number of Shares

 Purchased as Part of

 Publicly Announced

 Plans

 Maximum Dollar

 Value of Shares That

 May Yet Be Purchased

 Under Publicly

 Announced Plans

 During the year ended June 30, 2024

 Common stock

 September 1, 2023 through September 30, 2023

 64,092.00

 $

 7.38

 64,092.00

 -

 December 1, 2023 through December 31, 2023

 64,497.30

 7.38

 64,497.30

 -

 June 1, 2024 through June 30, 2024

 948.76

 5.50

 948.76

 *

 -

 129,538.06

 129,538.06

 -

 Series A Preferred stock

 December 1, 2023 through December 31, 2023

 400.00

 $

 22.75

 400.00

 -

 March 1, 2024 through March 31, 2024

 2,000.00

 22.00

 2,000.00

 -

 June 1, 2024 through June 30, 2024

 999.50

 22.75

 999.50

 -

 3,399.50

 3,399.50

 -

 *Cash in-lieu of fractional shares payout.

 During the year ended June 30, 2023

 Common stock

 September 1, 2022 through September 30, 2022

 40,817.06

 $

 9.47

 40,817.06

 -

 December 1, 2022 through December 31, 2022

 44,048.79

 9.44

 44,048.79

 -

 March 1, 2023 through March 31, 2023

 58,896.00

 7.38

 58,896.00

 -

 June 1, 2023 through June 30, 2023

 60,298.00

 60,298.00

 -

 204,059.85

 204,059.85

 -

 -

 Series A Preferred stock

 -

 April 1, 2023 through April 30, 2023

 1,400.00

 $

 22.75

 1,400.00

 -

 Item 6.

 [RESERVED]

 Item 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Statements by MacKenzie Realty Capital, Inc., together with its subsidiaries as discussed in Note 1 of the financial statements included in this report (collectively, the
 "Company," "we," or "us") contained herein, other than historical facts, may constitute "forward-looking statements." These statements may relate to, among other things, future events or our future performance or financial condition. In some
 cases, stockholders can identify forward-looking statements by terminology such as "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible,"
 "potential," "likely" or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or
 achievements to be materially different from any anticipated results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. An economic downturn could impair our ability to continue to operate,
 which could lead to the loss of some or all of our investments, a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities, and interest rate volatility could adversely
 affect our results, particularly if we elect to use leverage as a part of our investment strategy.

 Further, we may experience fluctuations in our operating results due to a number of factors, including the effect of the return on our equity investments, the interest rates
 payable on our debt investments, the default rates on such investments, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our
 markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

 For a discussion of additional factors that could cause our actual results to differ from forward-looking statements contained herein, please see the discussion under the heading
 "Risk Factors" above in Item 1A of this report.

 Overview

 Historically, we were an externally managed non-diversified closed-end management investment company that elected to be treated as a BDC under the 1940 Act, but we withdrew our election to be
 treated as a BDC on December 31, 2020. Our objective remains to generate both current income and capital appreciation through real estate-related investments. We have elected to be treated as a REIT under the Code and, as a REIT, we are not
 subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we generally distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and
 excluding any net capital gain) to stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal
 corporate income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders in a calendar year is less than a minimum amount specified under
 U.S. federal tax laws. Our wholly owned subsidiary, MacKenzie NY Real Estate 2 Corp. ("MacKenzie NY 2"), Inc. is subject to corporate federal and state income tax on its taxable income at regular statutory rates.

 We are managed by the Advisers, and MacKenzie provides the non-investment management services and administrative services necessary for us to operate.

 Investment Plan

 We generally seek to invest in real estate assets. We intend to invest at least 80% of our total assets in equity or debt in real estate assets. We can invest up to 20% of our total assets in
 investment securities of real estate companies. A real estate company is one that (i) derives at least 50% of its revenue from the ownership, construction, financing, management or sale of commercial, industrial or residential real estate and
 land; or (ii) has at least 50% of its assets invested in such real estate. We will not invest in general partnerships, joint ventures, or other entities that do not afford limited liability to their security holders. However, limited liability
 entities in which we invest may hold interests in general partnerships, joint ventures, or other non-limited liability entities. When purchasing securities, we generally favor purchasing securities issued by entities that have (i) completed the
 initial offering of their securities, (ii) operated for a period of at least two years, and typically more than five years, from the completion of their initial offering, and (iii) fully invested their capital in real properties or other real
 estate related investments.

 Our investment objective is to generate current income and capital appreciation through the acquisition of real estate assets and debt and equity real estate-related investments. Our independent
 directors review our investment policies periodically, at least annually, to confirm that our policies are in the best interests of our stockholders. Each such determination and the basis thereof are contained in the minutes of our Board of
 Directors meetings.

 We seek to accomplish our objective by rigorously analyzing the value of and risks associated with potential acquisitions, and, for up to 20% of our total assets, by acquiring real estate securities
 at significant discounts to their net asset value.

 We intend to expand our investment strategy to include acquisition of distressed real properties. Like our other investments, we would expect to hold distressed properties and infuse funds as
 necessary to extract unrealized value.

 We will engage in various investment strategies to achieve our overall investment objectives. The strategy we select depends upon, among other things, market opportunities, the skills and experience
 of the Advisers' investment team and our overall portfolio composition. We generally seek to acquire assets that produce ongoing distributable income for investors, yet with a primary focus on purchasing such assets at a discount from what the
 Advisers estimate to be the actual or potential value of the real estate.

 We intend to continue our historical activities related to launching tender offers to purchase shares of non-traded REITs in order to boost our short-term cash flow and to support our distributions,
 subject to the constraint that such securities will not exceed 20% of our portfolio. We believe this niche strategy will allow us to pay distributions that are supported by cash flow rather than paying back investors' capital, although there can
 be no assurance that some portion of any distribution is not a return of capital.

 Rental and Reimbursement

 We generate rental revenue by leasing office space and apartment units to a building's tenants. These tenant leases fall under the scope of Accounting Standards Codification ("ASC") 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.

 Investment Income

 We generate revenues in the form of operating income, capital gains and dividends on dividend-paying equity securities or other equity interests that we acquire, in addition to interest on any debt
 investments that we hold. Further, we may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees.
 Any such fees are generated in connection with our investments and recognized as earned.

 Expenses

 Our primary operating expenses include the payment of: (i) advisory fees to our Advisers; (ii) our allocable portion of overhead and other expenses incurred by MacKenzie in performing its
 obligations under the Administration Agreement; and (iii) other operating expenses as detailed below. Our investment advisory fees compensate our Investment Adviser and Real Estate Adviser for their work in identifying, evaluating, negotiating,
 closing, monitoring and servicing our investments. Our expenses must be billed to and paid by us, except that MacKenzie may be reimbursed for actual cost of goods and services used by us and certain necessary administrative expenses. We will bear
 all other expenses of our operations and transactions, including:

 •

 the cost of operating and maintaining real estate properties;

 •

 the cost of calculating our net asset value, including the cost of any third-party valuation services;

 •

 the cost of effecting sales and repurchases of our shares and other securities;

 •

 interest payable on debt, if any, to finance our investments;

 •

 fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and third-party
 advisory fees;

 •

 transfer agent and safekeeping fees;

 •

 fees and expenses associated with marketing efforts;

 •

 federal and state registration fees, any stock exchange listing fees in the future;

 •

 federal, state and local taxes;

 •

 independent directors' fees and expenses;

 •

 brokerage commissions;

 •

 fidelity bond, directors and officers errors and omissions liability insurance, and other insurance premiums;

 •

 direct costs and expenses of administration and sub-administration, including printing, mailing, long distance telephone and staff;

 •

 fees and expenses associated with independent audits and outside legal costs;

 •

 costs associated with our reporting and compliance obligations under the 1934 Act and applicable federal and state securities laws; and

 •

 all other expenses incurred by either MacKenzie or us in connection with administering our business, including payments under the Administration Agreement that are based upon our allocable portion of
 overhead and other expenses incurred by MacKenzie in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the
 costs of compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff.

 Portfolio Investment Composition

 As of June 30, 2024, we owned various real estate limited partnerships and REITs that are listed in the "Investments, at fair value" in the table below. We also owned various investments in entities
 that own real estate which gave us enough control such that the investments are not securities for 1940 Act purposes, but not enough to consolidate the financial statements of such entities with our own; these are listed below as "Unconsolidated
 investments (non-securities), at fair value." The following table summarizes the composition of our investments at fair value as of June 30, 2024 and 2023:

 Investments, at fair value

 5210 Fountaingate, LP

 $

 4,950

 $

 6,820

 Blackstone Real Estate Income Trust, Inc. - Class S

 330,828

 -

 Capitol Hill Partners, LLC

 -

 1,107,795

 Citrus Park Hotel Holdings, LLC

 -

 4,100,000

 Healthcare Trust, Inc.

 856,285

 1,554,693

 Highlands REIT, Inc.

 69,322

 2,794,926

 Lakemont Partners, LLC

 791,990

 829,381

 Moody National REIT II, Inc.

 18,759

 13,853

 SmartStop Self Storage REIT, Inc. - Class A

 41,149

 1,878,092

 Starwood Real Estate Income Trust, Inc. - Class S

 24,821

 -

 Strategic Realty Trust, Inc.

 -

 216,068

 Summit Healthcare REIT, Inc.

 -

 930,852

 Total

 $

 2,138,104

 $

 13,432,480

 Unconsolidated investments (non-securities), at fair value

 Green Valley Medical Center, LP

 $

 2,005,102

 $

 2,363,000

 Martin Plaza Associates, LP

 465,053

 493,000

 One Harbor Center, LP

 -

 4,076,500

 Westside Professional Center I, LP

 1,436,171

 1,784,000

 Total

 $

 $

 Properties

 In addition to our investment securities, we currently own and manage eight commercial real estate properties: Satellite Place located in Duluth, GA, 1300 Main, First & Main and Main Street West
 located in Napa, CA, Woodland Corporate Center located in Woodland, CA, 220 Campus Lane and Green Valley Executive Center located in Fairfield, CA and One Harbor Center located in Suisun, CA and four residential apartments: Commodore Apartments
 and The Park View (f/k/a as Pon De Leo Apartments), located in Oakland, CA, Hollywood Apartments located in Los Angeles, CA, and the Shoreline Apartments in Concord, CA. 1300 Main, First & Main, Main Street West, Woodland Corporate Center,
 and the Hollywood Apartments are owned through our subsidiary, the Operating Partnership; the Commodore Apartments are owned through our subsidiary Madison; The Park View (f/k/a as Pon De Leo Apartments) are owned through our subsidiary PVT; and
 the Shoreline Apartments are owned through our subsidiary BAA-Shoreline. In August 2024, we have listed Hollywood Apartments for sale.

 Property:

 Property Owners

 Commodore Apartments

 Madison-PVT Partners LLC

 The Park View (fka as Pon De Leo Apartments)

 PVT-Madison Partners LLC

 PT Hillview GP, LLC

 MacKenzie BAA IG Shoreline LLC

 Satellite Place Office Building

 MacKenzie Satellite Place Corp.

 First & Main, LP

 1300 Main, LP

 Woodland Corporate Center Two, LP

 Main Street West, LP

 220 Campus Lane Office Building

 220 Campus Lane, LLC

 Green Valley Executive Center

 GV Executive Center, LLC

 One Harbor Center Office Building

 One Harbor Center, LP

 1300 Main Office Building contains 20,145 square feet, of which approximately 13,900 square feet is office space and the remainder is designated as retail space. As of June 30, 2024, the property is
 95% occupied by 7 tenants. The following table shows the largest tenants and square footage occupied:

 Lease Expiration

 Wilson Daniels

 Wine Wholesaler

 6,712

 $

 431,676

 03/15/2025

 1, 5 years

 NorCal Gold

 Real Estate

 2,896

 $

 177,336

 03/31/2026

 No

 Bao Ling Li

 Restaurant

 3,212

 $

 164,960

 11/30/2030

 No

 Whole Health

 Medical

 2,186

 $

 136,940

 07/31/2025

 No

 The following information pertains to lease expirations at 1300 Main Office Building:

 Year

 2025

 8,898

 $

 568,616

 51%

 2026

 2,896

 $

 177,336

 16%

 2029

 1,059

 $

 67,649

 6%

 6,204

 $

 299,846

 27%

 First and Main Office Building contains 27,396 square feet, of which approximately 19,000 square feet is office space and the remainder is designated as retail space. As of June 30, 2024, the
 property is 100% occupied by 9 tenants. The following table shows the largest tenants and square footage occupied:

 Lease

 GVM Law

 Legal Services

 9,470

 $

 499,982

 09/20/2026

 Brotlemarkle

 Accounting Services

 4,366

 $

 242,736

 07/31/2030

 Napa Palisades

 Restaurant

 3,462

 $

 192,446

 08/31/2040

 No

 Moss Adams

 Accounting Services

 3,428

 $

 164,544

 06/30/2025

 No

 The following information pertains to lease expirations at First & Main Office Building:

 Year

 2024

 1,135

 $

 71,280

 5%

 2025

 5,648

 $

 309,986

 21%

 2026

 9,470

 $

 499,982

 33%

 11,122

 $

 614,094

 41%

 Main Street West Office Building contains 38,136 square feet, of which approximately 32,700 square feet is office space and the remainder is designated as retail space. As of June 30, 2024, the
 property is 89% occupied by 8 tenants. The following table shows the largest tenants and square footage occupied:

 Lease

 AUL Corporation

 Insurance

 13,806

 $

 818,603

 02/03/2026

 No

 State of California

 Medical

 4,697

 $

 259,721

 04/30/2028

 No

 Strategies To Empower People

 Medical

 4,875

 $

 219,396

 12/31/2027

 No

 Azzurro Pizzeria

 Restaurant

 2,735

 $

 144,000

 03/31/2029

 1, 5 years

 The following information pertains to lease expirations at Main Street West Office Building:

 Year

 2024

 3,678

 $

 171,080

 9%

 2026

 13,806

 $

 818,603

 44%

 2027

 7,010

 $

 341,417

 19%

 9,373

 $

 512,699

 28%

 Satellite Place Office Building contains 134,785 square feet, all of which is office space. As of June 30, 2024, the property is approximately 71% occupied by 4 tenants. The following table shows
 the largest tenants and square footage occupied:

 Lease

 OS National, LLC

 Title Services

 71,085

 $

 1,390,423

 12/31/2029

 Polytron

 Title Services

 10,737

 $

 210,955

 04/30/2031

 Ampirical

 Engineering Consulting

 9,790

 $

 202,522

 09/30/2030

 Sun Taiyang

 Consumer Products

 4,383

 $

 95,042

 11/30/2029

 1, 5 years

 The following information pertains to lease expirations at Satellite Place Office Building:

 Year

 2029

 75,468

 $

 1,485,464

 78%

 2030

 9,790

 $

 202,522

 11%

 2031

 10,737

 $

 210,955

 11%

 Woodland Corporate Center contains 37,034 square feet, of which 7,797 square feet are laboratories and the rest is office space. All of the laboratories space is occupied by Agtech Innovation. As of
 June 30, 2024, the property is 100% occupied by 14 tenants. The following table shows the largest tenants and square footage occupied:

 Lease

 Agtech Innovation

 Research and Development

 12,940

 $

 423,144

 08/31/2032

 No

 Children's Home Society

 Non-Profit Education

 4,042

 $

 148,320

 06/30/2028

 No

 Johnston, Martin & Montgomery

 Accounting

 3,388

 $

 133,668

 11/02/2024

 Burger Rehab

 Physical Therapy

 4,013

 $

 120,050

 09/22/2028

 No

 The following information pertains to lease expirations at Woodland Corporate Center:

 Year

 2024

 4,459

 $

 171,478

 14%

 2025

 5,539

 $

 177,382

 14%

 2027

 2,160

 $

 82,706

 6%

 2028

 9,777

 $

 322,732

 26%

 15,099

 $

 497,292

 40%

 Green Valley Executive Center contains 46,101 square feet, of which approximately 41,600 square feet is office space and the remainder is designated as retail space. As of June 30, 2024, the
 property is 100% occupied by 17 tenants. The following table shows the largest tenants and square footage occupied:

 Lease

 Community Housing Opportunities

 Real Estate

 8,510

 $

 341,095

 08/31/2026

 No

 Arkshire Financial, LLC

 Financial Services

 7,016

 $

 301,092

 02/28/2027

 No

 Sticky Rice

 Restaurant

 4,511

 $

 187,077

 08/17/2034

 No

 Larsen & Toubro Limited, Inc.

 Multinational Conglomerate

 3,312

 $

 178,896

 02/13/2025

 The following information pertains to lease expirations at Green Valley Executive Center:

 Year

 2024

 1,634

 $

 65,244

 3%

 2025

 7,455

 $

 382,183

 19%

 2026

 13,567

 $

 558,583

 28%

 23,445

 $

 1,017,787

 50%

 One Harbor Center Office Building contains 49,569 square feet, all of which is office space. As of June 30, 2024, the property is 93% occupied by 13 tenants. The following table shows the largest
 tenants and square footage occupied:

 Lease

 Shimmick Construction Company, Inc.

 Construction

 10,221

 $

 340,380

 05/15/2027

 No

 Richmond American Homes

 Home Builder

 7,993

 $

 260,712

 12/31/2026

 No

 Equiventure

 Health Care

 6,446

 $

 212,724

 11/16/2033

 4, 5 years

 Wiseman Company Mgt.

 Real Estate

 4,883

 $

 167,064

 05/31/2026

 No

 The following information pertains to lease expirations at One Harbor Center Office Building:

 Year

 2025

 9,220

 $

 343,363

 22%

 2026

 20,078

 $

 687,810

 43%

 2027

 10,221

 $

 340,380

 22%

 6,446

 $

 212,724

 13%

 Commodore Apartments is a mid-rise apartment building built in 1912 and has 48 units. As of June 30, 2024, Commodore Apartment building is approximately 87.5% occupied. The Park View is also a
 mid-rise apartment building built in 1929 and has 39 units. As of June 30, 2024, The Park View building is approximately 92.3% occupied. Hollywood Apartments, located in Los Angeles, CA, is a mid-rise apartment building built in 1917 and has 54
 units. The property contains approximately 37,000 square feet of net rentable apartment area and 8,610 square feet of retail space. All of the retail space is currently occupied by restaurants and nightclubs. The apartment units are 88.9%
 occupied as of June 30, 2024. Shoreline Apartments is a mid-rise apartment building built in 1967 and renovated in 2015 which has 84 units. As of June 30, 2024, Shoreline Apartments building is approximately 88.1% occupied.

 The following table provides information regarding each of the residential properties:

 Property Name

 Sector

 Location

 Square

 Feet

 Units

 Percentage Leased

 Annual

 Base Rent

 Monthly Base Rent/Occupied

 Unit

 The Park View

 Multi-Family Residential

 Oakland, CA

 36,654

 92.3

 %

 $

 1,043,488

 $

 2,415

 Commodore

 Multi-Family Residential

 Oakland, CA

 31,156

 87.5

 %

 $

 801,379

 $

 1,590

 Multi-Family Residential

 Los Angeles, CA

 36,991

 88.9

 %

 $

 1,285,300

 $

 2,231

 Multi-Family Residential

 Concord, CA

 67,925

 88.1

 %

 $

 1,882,926

 $

 2,120

 Property Name

 Sector

 Location

 Square

 Feet

 Units

 Percentage

 Leased

 Annual

 Base Rent

 Monthly Base

 Rent/Occupied

 Unit

 Retail

 Los Angeles, CA

 8,610

 100.0

 %

 $

 333,356

 $

 27,780

 Our 220 Campus Lane Office building was purchased in September 2023. The office building was vacant at the time of our purchase. Currently we are in the process of renovating the building and
 marketing it for lease. As of June 30, 2024, one tenant is occupying 7,166 square feet or 16.6% of the building. Annualized base rent for this tenant is $249,000.

 In addition to our commercial and residential real estate properties, we also own two parcels of land: a vacant parcel adjacent to our 220 Campus Lane Office Building in Fairfield, California
 ("Campus Lane Land"), and a vacant parcel located at 5000 Wiseman Way, Fairfield, California ("Aurora Land"). We acquired the Campus Lane Land in September 2023 with the long-term objective of developing it into a multi-family residential
 community. The entitlement process for the vacant land is currently underway, but the financial resources to realize our goal of commencing construction in late 2025 have not been secured and will be dependent upon the City's response to our
 development application that was submitted in April 2024. The development of Aurora Land is discussed below. Both parcels of land are owned by the Operating Partnership through its subsidiaries: Campus Lane Residential, LLC, and MRC Aurora, LLC.

 Aurora Land Development (known as Aurora at Green Valley)

 We have begun to build a multi-family residential community on this land which will include 72 units and a club house. The city's planning commission approved our development project in September
 2023, and we obtained all necessary building permits in August 2024. In February 2024, we commenced selling preferred units in MRC Aurora with the goal of raising $10 million in preferred capital and closed on a construction loan of $17.15
 million. We commenced the site preparation and grading work in April 2024 and the building construction will begin in September 2024.

 There are no present plans for any major renovation or development of any property except for our 220 Campus Lane Office Building, Aurora at Green Valley and Campus Lane Land as discussed above.
 Each property is being held for income production and increased occupancy and/or rental rates. We have property and liability insurance policies on all properties which we believe are adequate.

 Current Market and Economic Conditions

 The markets in which our properties operate are highly competitive, and each property faces unique competitive challenges based upon local economic, political, and legal factors. Our West coast
 multi-family residential properties are generally restricted from raising rents significantly by local rent control laws. Rent control can result in average rents that are significantly below market, and this provides some buffer against
 declining rents in a recession. However, in order to encourage development, rent control usually does not apply to newer properties. Since older properties may be unable to raise rents as needed, they may be unable to make improvements that could
 allow them to compete with newer properties.

 Our consolidated office properties, 1300 Main, First and Main, Main Street West, One Harbor Center, Satellite Place, Woodland Corporate Center, 220 Campus Lane, and Green Valley Executive Center are
 all Class A suburban office properties and are located in Napa, Woodland, Suisun City and Fairfield, California and Duluth, Georgia. All properties must compete with every other office property in the market, as well as facing the uncertainty of
 workers returning to the office after COVID-19.

 Recently, the broader economy began experiencing increased levels of inflation, higher interest rates and tightening monetary and fiscal policies, although inflation has now moderated and interest
 rates have begun to come back down some. The Federal Reserve increased the federal funds rate multiple times in 2022 and 2023. We currently have fixed and variable interest rates for our loans. The rise in overall interest rates has caused an
 increase in our variable rate borrowing costs resulting in an increase in interest expense. The higher interest rates imposed by the Federal Reserve to address inflation may also adversely impact real estate asset values. In addition, a prolonged
 period of high and persistent inflation could cause an increase in our expenses. The current market and economic conditions could have a material impact on our business, cash flow and results of operations. It could also impact our ability to
 find suitable acquisitions, sell properties, and raise equity and debt capital.

 Results of Operations

 Comparison of the Fiscal Years Ended June 30, 2024 ("Fiscal 2024") and June 30, 2023 ("Fiscal 2023"). The commercial and residential properties owned by us during Fiscal 2024 and 2023 are as follows:

 Fiscal 2024

 Fiscal 2023

 Commercial properties

 Commercial properties

 Satellite Place Office Building

 Addison Corporate Center (sold in June 2023)

 Satellite Place Office Building

 220 Campus Lane Office Building (Acquired in September 2023)

 Green Valley Executive Center (Acquired in January 2024)

 One Harbor Center Office Building (Acquired in May 2024)

 Residential properties

 Residential properties

 Commodore Apartments

 Commodore Apartments

 The Park View

 The Park View

 Rental and reimbursements revenues:

 Rental and reimbursement revenues are generated from our commercial and residential real estate properties. During the year ended June 30, 2024, we generated $15.74 million in rental and
 reimbursements revenues, of which $9.82 million was generated from our eight commercial properties and $5.92 million was generated from our four residential properties. During the year ended June 30, 2023, we generated $15.11 million in rental
 and reimbursements revenues, of which $9.10 million was generated from our six commercial properties and $6.01 million was generated from our four residential properties. The total increase in rental revenues was mainly due to the acquisition of
 three office buildings since June 2023 partly offset by the disposal of Addison Corporate Center in June 2023.

 Investment income:

 Investment income was made up of dividends, distributions from operations, distributions from sales/capital transactions, interest, and other investment income. Total investment income for the years
 ended June 30, 2024 and 2023 was $0.85 million and $11.31 million, respectively. During the year ended June 30, 2024, we received dividends, interest, and other investment income of $0.58 million as compared to $0.49 million received during the
 year ended June 30, 2023. This increase was mainly due to increase in interest income from our cash deposits in money market funds during the year ended June 30, 2024. During the year ended June 30, 2024 we received $0.27 million of distributions
 from operations, sales, and liquidations as compared to $10.82 million during the year ended June 30, 2023. The decrease was mainly due to the liquidation of Dimension 28, LP in December 2022, which had provided $10.08 of sales distributions
 during the year ended June 30, 2023. The remaining decrease was due to the decrease in our investment portfolio since June 30, 2023.

 Other income:

 There was no other income or loss during the year ended June 30, 2024. During the year ended June 30, 2023, we recognized net other income of $14.49 million, of which $14.84 million was gain on
 extinguishment of debt income resulting from the sale of Addison Property Owner offset by $0.35 million of loss on disposal of real estate of Addison Corporate Center.

 Expenses:

 Our asset management and incentive management fees are based on the advisory agreements that were effective January 1, 2021.

 Asset management fee:

 The asset management fees for the years ended June 30, 2024 and 2023 were $3.22 million and $3.00 million, respectively. The slight increase was due to total increase of $16.52 in total invested
 capital from $162.31 million as of June 30, 2023 to $178.83 million as of June 30, 2024.

 Incentive management fee:

 Under the Advisory Management Agreement, we pay 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 did not incur any incentive management fee for the years ended June 30, 2024 and 2023.

 Administrative cost and transfer agent reimbursements:

 Costs reimbursed to MacKenzie for the year ended June 30, 2024 were $0.76 million as compared to $0.73 million for the year ended June 30, 2023. The slight increase was due to an increase in the
 allocable portion of overhead and other expenses incurred by MacKenzie in comparison to June 30, 2023, as a result of the increase in the number of real estate assets owned by us since June 2023.

 Transfer agent cost reimbursements paid to MacKenzie for the years ended June 30, 2024 and 2023 were $0.07 million and $0.09 million, respectively.

 Property operating and maintenance expenses:

 Operating and maintenance expenses mainly consist of real estate taxes, utilities, repair and maintenance, cleaning, landscape, security, property management fees, insurance, and various other
 administrative expenses incurred in the operation of our commercial and residential real estate assets. During the year ended June 30, 2024, we incurred operating and maintenance expenses of $6.52 million, of which $3.78 million were incurred in
 the operation of our eight commercial properties and $2.74 million were incurred in the operation of our four residential properties. During the year ended June 30, 2023, we incurred operating and maintenance expenses of $9.03 million, of which
 $6.51 million were incurred in the operation of our six commercial properties and $2.52 million were incurred in the operation of our four residential properties. The decrease in the operating expenses was mainly due to the sale of Addison
 Property in June 2023 partly offset by the acquisitions of three new office buildings (220 Campus Lane Office Building, Green Valley Executive Center and One Harbor Center Office Building) since June 30, 2023.

 Depreciation and amortization:

 During the year ended June 30, 2024, we recorded depreciation and amortization of $7.15 million, of which $4.98 million was attributable to the depreciation and amortization of real estate and
 intangible assets of our eight commercial properties and $2.17 million was attributable to our four residential properties. During the year ended June 30, 2023, we recorded depreciation and amortization of $5.27 million, of which $3.01 million
 was attributable to the depreciation and amortization of real estate and intangible assets of our five commercial properties, which exclude Addison Corporate Center as it was held for sale and not depreciated, and $2.26 million was attributable
 to our four residential properties. The increase in total depreciation and amortization of $1.88 million during the year ended June 30, 2024 was due to the acquisitions of three new office buildings (220 Campus Lane Office Building, Green Valley
 Executive Center and One Harbor Center Office Building) since June 30, 2023.

 Interest expense:

 Interest expense for the year ended June 30, 2024 was $6.12 million, of which $3.12 million was incurred on the mortgage notes payable associated with our four residential properties and the loan on
 Campus Lane Residential and $3.00 million was incurred on the mortgage notes payable associated with our seven commercial properties, which exclude Satellite Place Office Building since there is no debt on the property. Interest expense for the
 year ended June 30, 2023 was $7.10 million, of which $4.14 million was incurred on the mortgage notes payable associated with our five commercial properties, excluding Satellite Place Office Building and $2.96 million was incurred on the mortgage
 notes payable associated with our four residential properties. The total decrease of $0.98 million in interest expense during year ended June 30, 2024, was primarily due to the settlement of the Addison Property Owner debt after the sale of
 Addison Corporate Center in June 2023.

 Other operating expenses:

 Other operating expenses include professional fees, directors' fees, printing and mailing expense, and other general and administrative expenses. Other operating expenses for the years ended June
 30, 2024 and 2023, were $1.80 million and $1.63 million, respectively. The increase in other operating expenses was mainly due to the acquisition of three commercial properties (220 Campus Lane Office Building, Green Valley Executive Center and
 One Harbor Center Office Building) since June 30, 2023 resulting in a higher amount of general and administrative operating expenses during the year ended June 30, 2024.

 Net realized gain (loss) on sale of investments:

 During the year ended June 30, 2024, we recorded a net realized loss of $3.02 million as compared to $0.66 million net realized gain during the year ended June 30, 2023. Total net realized loss for
 the year ended June 30, 2024, was realized from the write-off of two limited partnership interests (BP3 Affiliate, LLC and Capitol Hill Partners, LLC) with a realized loss of $3.06 million offset by the sale of four non-traded REIT securities
 with a net realized gain of $0.04 million. The total net realized gain for the year ended June 30, 2023, was realized from the sale of three limited partnership interest with net realized gain of $0.43, nine non-traded REIT securities with net
 realized gain of $0.17 million, one investment trust with net realized gain of $0.05 million, and one publicly traded REIT securities with total realized gains of $0.01 million.

 Net unrealized gain (loss) on investments:

 During the year ended June 30, 2024, we recorded a net unrealized gain of $0.86 million, which was net of a $2.32 million unrealized loss reclassification adjustments. The reclassification
 adjustments are the accumulated unrealized gains or losses as of the end of the prior period that are realized during the current period. Accordingly, the net unrealized loss excluding the reclassification adjustment for the year ended June 30,
 2024 was $1.46 million, which resulted from fair value depreciations of $1.06 million from non-traded REIT securities, $0.36 million from general partnership interests and $0.04 million from limited partnership interest.

 During the year ended June 30, 2023, we recorded a net unrealized loss of $10.28 million, which was net of a $8.30 million unrealized gain reclassification adjustments. The reclassification
 adjustments are the accumulated unrealized gains or losses as of the end of the prior period that are realized during the current period. Accordingly, the net unrealized loss excluding the reclassification adjustment for the year ended June 30,
 2023 was $1.98 million, which resulted from fair value depreciations of $1.80 million from non-traded REIT securities and $0.67 million from limited partnership interests, offset by a net fair value appreciation of $0.49 million from general
 partnership interests.

 Income tax provision (benefit):

 The Parent Company has elected to be treated as a REIT for tax purposes under the Code and, as a REIT, is not subject to federal income taxes on amounts that it distributes to the stockholders,
 provided that, on an annual basis, it generally distributes at least 90% of its REIT taxable income (determined without regard to the dividends paid deduction and excluding any capital gain) to the stockholders and meets certain other conditions.
 To the extent that it satisfies the annual distribution requirement but distributes less than 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax on its undistributed taxable income. In addition, it will be
 subject to a 4% excise tax if the actual amount that it pays to its stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

 The Parent Company satisfied the annual dividend payment and other REIT requirements for the tax year ended December 31, 2023. Therefore, it did not incur any tax expense or excise tax on its income
 from operations during the quarterly periods within the tax year 2023. In addition, for the tax year 2024, we intend to pay the requisite amounts of dividends during the year and meet other REIT requirements such that the Parent Company will not
 owe any income taxes. Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2024.

 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 not have any taxable income for tax year 2023 and
 2024. Therefore, we did not 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 not file a separate tax return.

 The Operating Partnership is a limited partnership. Hollywood Hillview, MacKenzie Shoreline, Madison, PVT, 220 Campus Lane, Campus Lane Residential, GV Executive Center and One Harbor Center 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. Therefore, no income tax provisions are recorded for these entities.

 Liquidity and Capital Resources

 Capital Resources:

 We offered to sell up to 5 million shares of common stock in our first public offering and up to 15 million shares of common stock in each of our second and third public offerings. We
 have raised total gross proceeds of $119.10 million from the issuance of common stock under the three public offerings, $42.46 million from our first public offering, which concluded in October 2016, $67.99 million from the second public
 offering, which concluded in October 2019, and $8.65 million from our third public offering, which concluded in October 2020. In addition, we have raised $15.56 million from the issuance of common shares under the DRIP as of June 30, 2024. Out
 of the total proceeds from DRIP, we have utilized a total of $14.28 million to repurchase common shares under the Share Repurchase Program. In November 2021, the SEC qualified our Offering Circular pursuant to Regulation A 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. On October 14, 2022, we amended our Offering Circular and increased the offering to sell up to $75 million of shares of our Series A
 preferred stock. On November 1, 2023, we further amended our Offering Circular 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 declared effective on November 14, 2023. We had raised $18.51 million through the sale of our Series A preferred stock and $1.26 million Series B preferred stock pursuant to the Offering Circular as of June 30, 2024. In
 addition, we have raised $0.25 million from the issuance of Series A and Series B preferred shares under the DRIP. We plan to fund future investments with the net proceeds raised from our preferred equity offering and any future offerings of
 securities and cash flows from operations, as well as interest earned from the temporary investment of cash in U.S. government securities and other high-quality debt investments that mature in one year or less. We also may fund a portion of our
 investments through borrowings from banks and issuances of senior securities. We also may borrow money within the underlying companies in which we have majority ownership. In addition, from time to time, we may draw on the Company's margin line
 of credit on a temporary basis to bridge our investment purchases and sales or capital raising. Additional information concerning our margin borrowing activity
 is discussed in Note 9 - Margin Loans in the financial statements included in this report.

 We intend to utilize leverage to enhance the total returns of our portfolio. Historically, we were only able to access leverage at attractive costs through a credit facility, but the termination of
 our BDC status effective December 31, 2020 has provided us with greater flexibility in choosing among different alternatives for raising debt capital going forward.

 We also have greater flexibility in issuing securities with common equity participation features (such as warrants and convertible notes) and/or additional classes of stock (such as preferred) in
 order to facilitate capital formation now that we are no longer subject to the restrictions of the 1940 Act.

 Our aggregate borrowings (if any), secured and unsecured, are expected to be reasonable in relation to our net assets and will be reviewed by the Board of Directors at least quarterly.

 We used the funds raised from our public offerings to invest in portfolio companies and to pay operating expenses.

 We finished the year ended June 30, 2024, with cash and cash equivalents, and restricted cash of approximately $13.08 million. Our principal demands for cash are to fund operating and administrative
 expenses, debt service obligations, and dividends on our common and preferred Series A and B stocks. In addition, we may also use cash to purchase additional properties. We expect to fund our material cash requirements over the next year through
 a combination of cash on hand, net cash provided by our property operations, new capital raised from our preferred series A and B stocks, and new borrowings at the underlying companies and at the Parent Company level under a new line of credit.

 Cash Flows:

 Fiscal 2024:

 For the year ended June 30, 2024, we experienced a net decrease in cash of $5.06 million. During this year, we used cash of $0.59 million in our operating activities, $1.30 million in our investing
 activities and $3.17 million in our financing activities.

 The net cash outflow of $0.59 million from operating activities resulted from $16.73 million of cash used in operating expenses offset by cash inflow of $15.28 million of rental revenues and $0.86
 million of investment income.

 The net cash outflow of $1.30 million from investing activities resulted from $10.23 million real estate acquisitions through our subsidiaries, $1.51 million payment on the contingent liability and
 $1.06 million purchases of equity investments, offset by $10.56 million sale of investments and $0.94 million distributions received from our investments that are considered return of capital.

 The net cash outflow of $3.17 million from financing activities resulted from $5.18 million payments of dividends, $1.40 million redemption of common stock, $1.35 million payments on existing
 mortgage notes payables, $0.90 million payments of syndication costs, $0.89 million payments of dividends of Series A preferred stockholders, $0.88 million payment of loan extension fee, $0.83 million capital distribution to non-controlling
 interest holders, $0.37 million payment on note payable, $0.34 million acquisition of below market debt, $0.24 million capital pending acceptance, $0.10 million repayments of finance lease liabilities and $0.08 million redemption of Series A
 preferred stock, offset by $3.29 million additional mortgage borrowings, $2.53 million capital contributions by non-controlling interests holders, $2.14 million issuance of Series A preferred stock, $1.23 million issuance of Series B preferred
 stock and $0.20 million proceeds from notes payable.

 Fiscal 2023:

 For the year ended June 30, 2023, we experienced a net increase in cash of $9.14 million. During this year, we used cash of $6.62 million in our operating activities and generated $15.31 million in
 our investing activities and $0.45 million in our financing activities.

 The net cash outflow of $6.62 million from operating activities resulted from $23.71 million of cash used in operating expenses offset by cash inflow of $15.19 million of rental revenues and $1.90
 million of investment income.

 The net cash inflow of $15.31 million from investing activities resulted from $15.24 million sale of investments and distributions received from investments, $8.69 million sale of real estate and
 $12.96 million distributions received from our investments that are considered return of capital, offset by $18.70 million real estate acquisitions through our subsidiaries, $1.62 million purchases of equity investments, $1.16 million payment on
 the contingent liability and $0.10 million payment of investment acquisition advance.

 The net cash inflow of $0.45 million from financing activities resulted from $13.42 million issuance of preferred stock, $3.24 million additional mortgage borrowings, and $0.45 million proceeds from
 capital pending acceptance, offset by $8.86 million payments on existing mortgage note payables, $4.47 million payments of dividends, $1.59 million redemption of common stock, $1.21 million payments of syndication cost, $0.45 million capital
 distributions to non-controlling interests holders, $0.03 million redemption of preferred stock, $0.03 million payments of finance lease liabilities, and $0.02 million payment on note payable.

 Material Cash Obligations

 We have entered into two contracts under which we have material future commitments: (i) the Advisory Management Agreement, under which the Real Estate Adviser serves as our adviser, and (ii) 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. Payments under the Advisory Management Agreement in future periods will be (i) a percentage of the value of our Invested Capital; (ii) Acquisition Fees, and (iii) incentive fees based on our performance above specified hurdles.
 Payments under the Administration Agreement will occur on an ongoing basis as expenses are incurred on our behalf by MacKenzie. However, if MacKenzie withdraws as our administrator, it will be 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.

 Borrowings

 In August 2024, we have applied for a new line of credit at the Parent Company level. We expect to be subject to various customary covenants and restrictions on our operations, such as covenants
 which would (i) require us to maintain certain financial ratios, including asset coverage, debt to equity and interest coverage, and a minimum net worth, and/or (ii) restrict our ability to incur liens, additional debt, merge or sell assets, make
 certain investments and/or distributions or engage in transactions with affiliates. We also borrow money within the underlying companies in which we have majority ownership.

 The below table presents the total loan outstanding at the underlying companies as of June 30, 2024 and the fiscal years those loans mature:

 2025

 $

 40,163,288

 2026

 11,739,585

 2027

 953,935

 2028

 8,075,914

 2029

 10,622,103

 45,753,549

 Total

 $

 117,308,374

 Three of our underlying companies: Hollywood Hillview, Woodland Corporate Center Two, and Main Street West's debts mature during the fiscal year
 ending June 30, 2025. The $17.5 million note payable on Hollywood Hillview matures in October 2024. We listed the underlying property for sale in August 2024, and we are currently in negotiation with the lender for a short-term extension to allow
 for the property to be marketed and sold. The $7.5 million note payable on Woodland Corporate Center Two also matures in October 2024, is currently being refinanced through a new loan, which is scheduled to close in October 2024. The $14.89
 million note payable on Main Street West matures in November 2024. We are currently in negotiation with the lender to extend the maturity. An appraisal has been ordered by the bank to determine the current value and a modified loan amount. It is
 likely that a partial principal paydown is required.

 Critical Accounting Policies and Estimates

 Below is a discussion of the accounting policies and estimates that management considers critical in that they involve significant management judgments and assumptions, require estimates about
 matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets
 and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our
 consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. In addition to the discussion below, our
 critical accounting policies are discussed in Note 2 of our consolidated financial statements, which are part of this annual report beginning on page F-1.

 Real Estate Purchase Price Allocations

 In accordance with the guidance for business combinations, upon the acquisition of real estate properties, we evaluate whether the transaction is a business combination or an asset acquisition. If
 the transaction does not meet the definition of a business combination, we record the assets acquired, the liabilities assumed, and any non-controlling interest as of the acquisition date, measured at their relative fair values.
 Acquisition-related costs are capitalized in the period incurred and are added to the components of the real estate assets acquired. We assess 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) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are
 based on several factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant.
 Intangible assets include the value of in-place leases, which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property
 been vacant at the time of acquisition and subject to lease-up. We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average five years. Estimates of the fair values of
 the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market
 absorption periods, prevailing interest rates, and the number of years the property will be held for investment. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible
 assets, and assumed liabilities, which could impact the amount of our net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in
 calculating these estimates.

 Fair Value Measurements

 GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observables used in measuring investments at fair value. Market price is impacted by a
 number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will
 have a higher degree of market price observables and a lesser degree of judgment used in measuring fair value.

 Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type
 of investments included in Level I are publicly traded equity securities. We do not adjust the quoted price for these investments even in situations where we hold a large position and a sale could reasonably impact the quoted price.

 Level II – Price inputs are quoted prices for similar financial instruments in active markets; quoted prices for
 identical or similar financial instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. Investments which are generally included in
 this category are publicly traded equity securities with restrictions.

 Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for
 the investment. Fair values for these investments 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, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance, financial condition, and financing transactions subsequent to the acquisition of the investment. The
 inputs into the determination of fair value require significant judgment by management. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had an active market for
 these investments existed.

 In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on
 the lowest level of input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the fair value measurement, in its entirety, requires judgment and considers factors specific to the
 investment.

 Valuation of Investments:

 Our consolidated financial statements include investments that are measured at their estimated fair values in accordance with GAAP. Our valuation procedures are summarized below:

 Securities for which market quotations are readily available on an exchange will be valued at such price as of the closing price on the day closest to the valuation date. Where a security is traded
 but in limited volume, we may instead utilize the weighted average closing price of the security over the prior 10 trading days. 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.

 Securities for which reliable market data is 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, 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;

 •

 the portfolio company's ability to make payments;

 •

 the portfolio company's earnings and discounted cash flow;

 •

 the markets in which the issuer does business; and

 •

 comparisons to publicly traded securities.

 Securities for which market data is not readily available or for which a pricing source is not sufficient may include the following:

 •

 private placements and restricted securities that do not have an active trading market;

 •

 securities whose trading has been suspended or for which market quotes are no longer available;

 •

 debt securities that have recently gone into default and for which there is no current market;

 •

 securities whose prices are stale;

 •

 securities affected by significant events; and

 •

 securities that the Investment Adviser believes were priced incorrectly.

 Valuation of Real Property:

 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 documented. 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.

 Below is a discussion of additional accounting policies and estimates. While management determined these to be not critical, they are still considered to be significant and relevant for
 understanding and evaluating our reported financial results.

 Use of Estimates

 The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported asset values, liabilities, revenues, expenses and unrealized gains
 (losses) on investments during the reporting period. These estimates are susceptible to change, and actual results could differ materially from those estimates, which in turn could have material impacts on our reported financial results.

 Revenue Recognition

 Rental revenue, net of concessions, which is derived primarily from lease contracts and includes 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 us. 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:

 •

 whether the lease stipulates how a tenant improvement allowance may be spent;

 •

 whether the lessee or lessor supervises the construction and bears the risk of cost overruns;

 •

 whether the amount of a tenant improvement allowance is in excess of market rates;

 •

 whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

 •

 whether the tenant improvements are unique to the tenant or general purpose in nature; and

 •

 whether the tenant improvements are expected to have any residual value at the end of the lease.

 In accordance with ASC Topic 842, we determine whether collectability of lease payments in an operating lease is probable. If we determine the 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 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.

 Variable Interest Entities

 We evaluate the need to consolidate other entities in when we have invested in their securities in accordance with ASC Topic 810, Consolidation ("ASC
 810"). In determining whether we have a controlling interest in a variable interest entity that requires us 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/members, as well as whether the entity is a variable interest entity for which we are the primary beneficiary.

 Real Estate Assets, Capital Additions, Depreciation and Amortization

 We capitalize costs, including certain indirect costs, incurred for capital additions, including redevelopment, development, and construction projects. We also allocate certain department costs,
 including payroll, at the corporate levels as "indirect costs" of capital additions, if such costs clearly relate to capital additions. We also capitalize interest, property taxes, and insurance during periods in which redevelopment, development,
 and construction projects are in progress. Cost capitalization begins once the development or construction activity commences and ceases when the asset is ready for its intended use. Repair and maintenance and tenant turnover costs are expensed
 as incurred. Repair and maintenance and tenant turnover costs include all costs that do not extend the useful life of the real estate asset. 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 anticipate the estimated useful lives of assets by class to be generally as follows:

 Buildings

 16 – 45 years

 Building improvements

 1 – 15 years

 Land improvements

 5 – 15 years

 Furniture, fixtures and equipment

 3 – 11 years

 In-place leases

 1 – 10 years

 Impairment of Real Estate Assets

 We continually monitor events and changes in circumstances that could indicate that the carrying value of our real estate and related intangible assets may not be recoverable. When indicators of
 potential impairment emerge, we assess whether we will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this assessment, if we do not believe that we will recover the
 carrying value of the real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets.

 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 initiated;

 •

 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. The 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; and

 •

 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.

 Item 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Our portfolio primarily consists of equity and debt investments in smaller U.S. companies that primarily own commercial real estate that are either illiquid or not listed on any exchange, and our
 investments are considered speculative in nature. As a result, we are subject to risk of loss which may prevent our stockholders from achieving price appreciation, dividend distributions and a return of their capital.

 At June 30, 2024, financial instruments that subjected us to concentrations of market risk consisted principally of equity investments, which represented approximately 10% of our total assets as of
 that date. As discussed in Note 4 – Investments, to our consolidated financial statements, these investments primarily consist of securities in companies with no readily determinable market values and as such are valued in accordance with our
 fair value policies and procedures. Our investment portfolio sometimes also includes shares of publicly traded REITs, which are valued at recently quoted trading prices. Our investment strategy represents a high degree of business and financial
 risk due primarily to the general illiquidity of our investments. We may make short-term investments in cash equivalents, U.S. government securities and other high-quality investments that mature in one year or less, pending investments in
 portfolio companies made according to our principal investment strategy.

 In addition, we are exposed to interest rate risk with respect to our variable-rate indebtedness, generally an increase in interest rates would directly result in higher interest expense. We seek to
 manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financing, and through interest rate hedging agreements to fix or cap our variable rate debt. As of June 30, 2024, the outstanding principal balance of our
 variable rate indebtedness was $17.5 million, which is the mortgage debt on Hollywood Apartments. The debt is indexed to Secured Overnight Financing Rate ("SOFR"). In order to mitigate the raising interest rate risk, we have executed an interest
 rate cap. For the year ended June 30, 2024, a 10% increase in SOFR would have resulted in no change in interest expense, net of the impact of our interest rate cap.

 Item 8.

 CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our consolidated financial statements and notes to the consolidated financial statements are set forth beginning on page F-1 in this annual report on Form 10-K and are incorporated herein by
 reference.

 Item 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A.

 CONTROLS AND PROCEDURES

 Evaluation of disclosure controls and procedures

 Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules
 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.

 Management's Annual Report on Internal Control Over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. 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.

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

 1.

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

 2.

 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; and

 3.

 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.

 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, 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.

 Changes in 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.

 Item 9B.

 OTHER INFORMATION

 None.

 Item 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 Item 10.

 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Board of Directors and Executive Officers

 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. 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 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.

 Board of Directors

 Name and

 Age

 Position(s)

 Held with

 Us

 Term of

 Office and

 Length of

 Time Served

 Principal Occupation(s) During Past 5 Years

 Charles "Chip" Patterson, 53

 Chairman of the Board

 Since 2019

 Mr. 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. Mr. Patterson graduated magna cum laude from the University of Michigan Law School with a J. D. degree and with high
 distinction and Phi Beta Kappa from the University of California at Berkeley with a B. A. 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. He also has prior experience in sales, retail, and banking, and is a licensed California
 Real Estate Broker.

 Tim Dozois, 62

 Mr. 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 2018. 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. Mr. Dozois received his B. S. in Financial Management from Oregon State University and his J. D. from the University of Oregon School of Law, where he was Order of the Coif.

 Tom Frame, 82

 Mr. Frame was a co-founder of TransCentury Property Management and solely founded Paradigm Investment Corporation. TransCentury began in May of 1973 and has syndicated and managed over
 10,000 residential units. During the last 35 years, Mr. 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". The last of the funds successfully liquidated in December of 2000. Mr. 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. Mr. Frame is currently managing his own investments which include residential units, commercial property, and a portfolio of
 securities.

 As a principal of both MacKenzie and the Advisers, Mr. Patterson is not an Independent Director.

 Executive Officers

 Our current officers are listed in the chart below. The address for all officers is 89 Davis Road, Suite 100, Orinda, CA 94563.

 Name and

 Age

 Position(s)

 Held with

 Us

 Term of

 Office and

 Length of

 Time Served

 Principal Occupation(s) During Past 5 Years

 Robert Dixon, 53

 Chief Executive Officer and President

 Robert E. 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. from March 2002 until 2005. Mr. Dixon has been president of Sutter Capital Management since its founding. Mr. Dixon received
 his Master of Business Administration degree from Cornell University in 1998 and has held the Chartered Financial Analyst designation since 1996. Mr. Dixon received his bachelor's degree in economics from the University of California at
 Los Angeles in 1992.

 Angche Sherpa, 43

 Chief Financial Officer

 Since 2021

 Mr. Sherpa was appointed Chief Financial Officer of the Company in July 2021 after the retirement of his predecessor Mr. Paul Koslosky. He has been employed by MacKenzie since 2012.
 Prior to being appointed Chief Financial Officer, he was Director of Accounting and Financial Reporting of MacKenzie. Mr. Sherpa graduated from San Francisco State University in 2006 with a Bachelor of Science degree in Business
 Administration (Accounting) with honors. 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.

 Glen Fuller, 51

 Chief Operating Officer

 Mr. 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 2000. 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. (previously Morgan Fuller Capital Group) with responsibility for both the proprietary and retail trading desks. Mr. Fuller was also the registered options principal and registered municipal bond
 principal for North Coast Securities Corp., a registered broker-dealer. Mr. Fuller previously held his NASD Series 7, general securities registration. Mr. Fuller has a Bachelor of Arts in Management.

 Charles "Chip" Patterson,

 General Counsel and Secretary

 Mr. 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. Chip Patterson graduated magna cum laude from the University of Michigan Law School with a J. D. degree and with high distinction and Phi Beta Kappa from the University of California at Berkeley
 with a B. A. 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. He also has prior experience in sales, retail, and banking, and is a licensed California Real Estate Broker.

 Jeri Bluth,

 Chief Compliance Officer

 Ms. Bluth has been the Chief Compliance Officer for MacKenzie and the Advisers since 2009. She owns a beneficial interest in each MacKenzie and the Advisers. Mrs. 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. Mrs. Bluth began her career with MacKenzie Patterson Fuller, Inc. in
 July of 1996 in the Investor Services Department. During Mrs. Bluth's career with MacKenzie, she graduated from St. Mary's College of California in June 2001, with a Bachelor of Arts degree in Business Management.

 Christine Simpson,

 Chief Portfolio Manager

 Mrs. 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. Mrs. Simpson is
 responsible for handling the day-to-day operations of The Advisers' research department. During Mrs. 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.

 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, 2024 all officers, directors and ten percent shareholders complied with the filing requirements applicable to them.

 Code of Ethics

 We have 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 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

 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. 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  The 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. The Audit Committee is currently composed of Messrs.
 Dozois and Frame, both of whom are Independent Directors as described under Item 13 below. Mr. Dozois serves as chairman of the Audit Committee. We have determined that Mr. 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  The members of the nominating and corporate governance committee are Messrs. Dozois and Frame, both of whom are
 Independent Directors. Mr. 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 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. 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:

 •

 are of high character and integrity;

 •

 are accomplished in their respective fields, with superior credentials and recognition;

 •

 have relevant expertise and experience upon which to be able to offer advice and guidance to management;

 •

 have sufficient time available to devote to our affairs;

 •

 are able to work with the other members of the Board of Directors and contribute to our success;

 •

 can represent the long term interests of our stockholders as a whole; and

 •

 are selected such that the Board of Directors represents a range of backgrounds and experience.

 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.

 Compensation Committee

 We do not have a compensation committee because our executive officers do not receive any direct compensation from us.

 Item 11.

 EXECUTIVE COMPENSATION

 We do not have a compensation committee because our executive officers do not receive any direct compensation from us.

 Compensation of Directors

 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. 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. We maintain no pension, equity participation, or retirement plans for our Directors.

 Name & Position

 Fees Earned or Paid in Cash (1)

 All Other Compensation

 Total

 Chip Patterson (Chairman of the Board of Directors)

 $

 -

 $

 -

 $

 -

 Tim Dozois (Independent Director)

 52,500

 -

 52,500

 Tom Frame (Independent Director)

 52,500

 -

 52,500

 Total Fees

 $

 105,000

 $

 -

 $

 105,000

 (1)

 Consists only of directors' fees and does not include reimbursed expenses.

 Compensation of Executive Officers

 None of our officers receives direct compensation from us. We have not compensated our executive officers in any of the last two fiscal years. We do not provide any bonus, stock options, stock
 appreciation rights, non-equity incentive plans, non-qualified deferred compensation or pension benefits to our executive officers. Further, we have no agreements with any officer pertaining to change in control payments. 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

 We do not have a separate compensation committee utilized to determine the appropriate compensation payable to our executive officers and Directors. The Audit Committee, however, is responsible for,
 among other things, annually reviewing and approving the compensation policies for our Directors.

 Item 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 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 13,435,656.80 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
 set forth in the table. 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 55,692.00 shares in us. In addition, Mr. Sherpa directly owns 1,601.00 shares of common stock and Mr. Dixon directly owns
 4,417.05 shares of Series A preferred stock. Mrs. 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.

 Name and address of Beneficial Owner

 Nature of Beneficial Ownership

 Number of Common Shares

 Beneficially Owned

 Percent of Class

 Number of Series

 A Preferred

 Shares Owned

 Percent of Class

 Number of Series

 B Preferred

 Shares Owned

 Percent of Class

 Independent Directors:

 Tim Dozois

 Directly held

 5,086.00

 *

 5,100.96

 *

 4,444.44

 7.0%

 Tom Frame

 Directly held

 5,975.00

 *

 501.74

 *

 Interested Director:

 Charles "Chip" Patterson

 Indirectly held

 66,810.00

 *

 Executive Officers

 Robert Dixon

 Directly and Indirectly held

 66,810.00

 *

 4,417.05

 *

 Glen Fuller

 Indirectly held

 66,810.00

 *

 Chip Patterson

 Indirectly held

 66,810.00

 *

 Angche Sherpa

 68,411.00

 *

 Directors and Officers as a group (6 persons)

 Indirectly held

 79,472.00

 *

 *

 Represents less than 1% of the number of shares outstanding.

 Item 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 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. 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 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
 advice.

 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 led by its investment team: Glen W. Fuller, who serves as Chief Operating Officer and Managing Director of the
 General Partner of MacKenzie and the Investment Adviser; Chip Patterson, who serves as Managing Director and General Counsel, and Director of the General Partner of MacKenzie and the Investment Adviser; Robert E. 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 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 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. However, if MacKenzie withdraws as our administrator, it is liable for any expenses we incur as a result of such withdrawal. 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 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. Our
 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. 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 of Ethics.

 Director Independence

 We have determined that both Messrs. Dozois and Frame are Independent Directors. In addition, although our shares are not listed for trading on any national securities exchange, a majority of our
 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). Our Board of Directors has affirmatively determined that Messrs. Dozois and Frame each satisfies the New York Stock Exchange independence standards.

 Item 14.

 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
 Number 659, for Fiscal 2024 and Fiscal 2023:

 Fee Category

 Fiscal 2024

 Fiscal 2023

 Audit Fees

 $

 259,500

 $

 268,608

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 5,000

 8,000

 Total Fees

 $

 264,500

 $

 276,608

 Audit Fees were for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial
 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". 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.

 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.

 The Audit Committee has concluded the provision of the non-audit services listed above is compatible with maintaining the independence of Moss Adams LLP. Moss Adams LLP did not bill the Advisers or
 MacKenzie, for any non-audit services in Fiscal 2024 and 2023.

 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related
 services, tax services and other services. 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. 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. The
 Audit Committee may also pre-approve particular services on a case-by-case basis.

 Item 15.

 EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

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

 1. The Consolidated Financial Statements listed in the Index to Consolidated Financial Statements on Page F-1.

 2. Consolidated Financial Statement Schedule: Schedule III- Real Estate Operating Properties and Accumulated Depreciation is set forth beginning on page S-1 hereof.

 3. The Exhibits listed in the Exhibit Index below.

 Exhibit No.

 Description of Document

 2.1

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

 2.2

 Membership Interest Purchase Agreement with The Wiseman Company, LLC, dated April 12, 2022 (incorporated by reference to the Registrant's Form 8-K (File No. 000-55006), filed on April
 18, 2022)

 3.1(i)

 Articles of Amendment and Restatement (incorporated by reference to Registrant's Post-Effective Amendment No. 3 to Registrant's Registration Statement on Form N-2 (File No. 333-181853),
 filed on May 14, 2014)

 3.1(ii)

 Series A Preferred Articles Supplementary (incorporated by reference to Registrant's Form 1-A (File No. 000-55006), filed on April 12, 2021)

 3.1(iii)

 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)

 3.2

 Second Amended & Restated Bylaws (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on January 12, 2021)

 4.1

 Description of Securities (incorporated by reference to Registrant's Form 10-K ( File No. 000-55006), filed on September 28, 2022).

 4.2

 Partnership Unit Designation of the Series A Preferred Limited Partnership Units of MacKenzie Realty Operating Partnership, LP (incorporated by reference to Registrant's Form 10-K ( File No. 000-55006), filed on September 28, 2022).

 10.1(i)

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

 10.1(ii)

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

 10.1(iii)

 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
 27, 2024)

 10.2

 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, 2020)

 10.3

 Operating Agreement of PVT-Madison Partners LLC (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on March 11, 2021)

 10.4

 Operating Agreement of Madison-PVT Partners LLC (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on March 11, 2021)

 10.5

 Form of Investment Adviser Introducing Agreement (pre-December 2016) (incorporated by reference to the Registration Statement on Form N-2 (File No. 333-212804) filed on August 1, 2016)

 10.6

 Amended Administration Agreement with MacKenzie Capital Management, LP (incorporated by reference to Registrant's Form 10-K (File No. 000-55006), filed on September 28, 2021)

 10.7

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

 10.8

 Advisory Management Agreement (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on January 27, 2021)

 10.9

 Amended And Restated Investment Advisory Agreement (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on January 27, 2021)

 10.10

 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)

 10.11

 Dividend Reinvestment Plan (incorporated by reference to Registrant's Form S-3 (File No. 000-55006), filed on December 22, 2021)

 10.12

 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)

 10.13

 Operating Agreement of MacKenzie Satellite Place Corp (incorporated by reference to Registrant's Form 8-K (File No. 000-55006), filed on June 3, 2022)

 21.1

 List of Subsidiaries of the Registrant

 31.1

 Section 302 Certification of Robert Dixon (President and Chief Executive Officer)

 31.2

 Section 302 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)

 32.1

 Section 1350 Certification of Robert Dixon (President and Chief Executive Officer)

 32.2

 Section 1350 Certification of Angche Sherpa (Treasurer and Chief Financial Officer)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 * 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.

 Item 16.

 FORM 10-K SUMMARY

 None.

 Index to Audited Consolidated Financial Statements

 Consolidated Financial Statements

 Reports of Independent Registered Public Accounting Firm
 (PCAOB ID: 659)

 Consolidated Balance Sheets as of June 30, 2024 and 2023

 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

 The Shareholders and the Board of Directors

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance sheets of Mackenzie Realty Capital, Inc. (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"). In our
 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 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. 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.

 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.

 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, 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, and market absorption periods. The evaluation included comparison of Company assumptions
 to independently developed ranges using market data from industry transaction databases and published industry reports.

 •

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

 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 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
 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; 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.

 •

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

 /s/ Moss Adams LLP

 Campbell, California

 We have served as the Company's auditor since 2012.

 Consolidated
 Balance Sheets

 Assets

 Real estate assets

 Land

 $

 42,758,142

 $

 37,163,127

 Building, fixtures and improvements

 171,487,907

 132,484,670

 Intangible lease assets

 11,440,998

 8,180,089

 Less: accumulated depreciation and amortization

 ( 14,421,966

)

 ( 7,112,574

)

 Total real estate assets, net

 211,265,081

 170,715,312

 Cash and cash equivalents

 11,854,946

 17,242,781

 Restricted cash

 1,222,393

 898,238

 Investments, at fair value

 2,138,104

 13,432,480

 Unconsolidated investment (non-security), at fair value

 Investments income, rents and other receivables

 1,415,943

 1,205,858

 Investment acquisition advance

 -

 100,000

 Prepaid expenses and other assets

 1,284,975

 846,424

 Total assets

 $

 233,087,768

 $

 213,157,593

 Liabilities

 Mortgage notes payable, net

 $

 113,687,699

 $

 91,247,384

 Notes payable

 1,635,773

 1,653,937

 Deferred rent and other liabilities

 1,434,476

 1,158,809

 Finance lease liabilities

 1,887,984

 628,420

 Dividend payable

 2,313,822

 2,016,855

 Accounts payable and accrued liabilities

 2,425,471

 1,387,129

 Stock redemption payable

 -

 444,999

 Below-market lease liabilities, net

 1,284,832

 1,410,090

 Due to related entities

 171,619

 156,364

 Contingent liability

 -

 1,503,000

 Capital pending acceptance

 297,000

 538,600

 Total liabilities

 125,138,676

 102,145,587

 Equity

 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.

 1,330

 1,324

 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

 137,072,283

 133,762,999

 Accumulated deficit

 ( 54,715,347

)

 ( 34,856,258

)

 Total stockholders' equity

 82,358,347

 98,908,132

 Non-controlling interests

 25,590,745

 12,103,874

 Total equity

 107,949,092

 111,012,006

 Total liabilities and equity

 $

 233,087,768

 $

 213,157,593

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

 Consolidated
 Statements of Operations

 2024

 2023

 Revenue

 Rental and reimbursements

 $

 15,736,103

 $

 15,107,219

 Expenses

 Depreciation and amortization

 7,153,411

 5,273,793

 Property operating and maintenance

 6,523,406

 9,028,493

 Interest expense

 6,124,395

 7,099,968

 Asset management fees to related party (Note 8)

 3,224,834

 3,004,725

 General and administrative

 1,060,039

 913,258

 Administrative cost reimbursements to related party (Note 8)

 756,733

 726,000

 Professional fees

 639,696

 615,132

 Directors' fees

 105,000

 106,000

 Transfer agent cost reimbursements to related party (Note 8)

 66,267

 92,000

 Impairment loss on assets held for sale

 -

 8,121,090

 Total operating expenses

 25,653,781

 34,980,459

 Operating loss

 ( 9,917,678

)

 ( 19,873,240

)

 Other income (loss)

 Dividend and distribution income from equity securities at fair value

 581,030

 535,199

 Net unrealized loss on equity securities at fair value

 ( 697,644

)

 ( 2,079,093

)

 Net income from equity method investments at fair value

 1,827,232

 2,580,035

 Net realized gain (loss) from investments

 ( 3,016,772

)

 656,984

 Net loss on disposal of real estate

 -

 ( 352,540

)

 Gain on extinguishment of debt

 -

 14,840,728

 Net loss

 ( 11,223,832

)

 ( 3,691,927

)

 Net income attributable to non-controlling interests

 ( 853,665

)

 ( 405,478

)

 Net income attributable to preferred stockholders Series A and B

 ( 1,153,486

)

 ( 695,601

)

 Net loss attributable to common stockholders

 $

 ( 13,230,983

)

 $

 ( 4,793,006

)

 Net loss per share attributable to common stockholders

 $

 ( 1.00

)

 $

 ( 0.36

)

 Weighted average common shares outstanding

 13,293,222

 13,282,928

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

 Consolidated Statements of
 Changes in Equity

 Series B Preferred Stock

 Total

 Stockholders'

 Equity

 Non-controlling

 Interests

 Total Equity

 Par

 Value

 Par

 Value

 Par

 Value

 Additional Paid-

 in Capital

 Accumulated

 Deficit

 Year Ended June 30, 2024

 Balance, June 30, 2023

 13,243,279.96

 $

 1,324

 671,340.45

 $

 -

 $

 -

 $

 133,762,999

 $

 ( 34,856,258

)

 $

 98,908,132

 $

 12,103,874

 $

 111,012,006

 Contributions by non-controlling interest holders

 -

 -

 -

 -

 -

 -

 -

 -

 -

 2,532,429

 2,532,429

 Distributions to non-controlling interest holders

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,105,408

)

 ( 1,105,408

)

 Dividends to common stockholders

 -

 -

 -

 -

 -

 -

 -

 ( 6,628,106

)

 ( 6,628,106

)

 -

 ( 6,628,106

)

 Dividends to Series A preferred stockholders

 -

 -

 -

 -

 -

 -

 -

 ( 1,111,490

)

 ( 1,111,490

)

 -

 ( 1,111,490

)

 Dividends to Series B preferred stockholders

 -

 -

 -

 -

 -

 -

 -

 ( 41,996

)

 ( 41,996

)

 -

 ( 41,996

)

 Net income (loss)

 -

 -

 -

 -

 -

 -

 -

 ( 12,077,497

)

 ( 12,077,497

)

 853,665

 ( 11,223,832

)

 Operating Partnership Class A conversion to

 common stock

 3,011.35

 -

 *

 -

 -

 -

 -

 30,866

 -

 30,866

 ( 30,866

)

 -

 Issuance of common stock through reinvestment

 of dividends

 185,819.74

 -

 -

 -

 -

 1,371,332

 -

 1,371,351

 -

 1,371,351

 Issuance of Series A preferred stock through

 reinvestment of dividends

 -

 -

 7,741.20

 -

 -

 174,178

 -

 174,179

 -

 174,179

 Issuance of Series B preferred stock through

 reinvestment of dividends

 -

 -

 -

 -

 2.11

 -

 *

 -

 -

 Issuance of Series A preferred stock

 -

 -

 85,688.31

 -

 -

 2,140,941

 -

 2,140,949

 -

 2,140,949

 Issuance of Series B preferred stock

 -

 -

 -

 -

 49,562.45

 1,227,945

 -

 1,227,950

 -

 1,227,950

 Increase in liquidation preference - Series B preferred

 stock

 -

 -

 -

 -

 -

 -

 31,497

 -

 31,497

 -

 31,497

 Operating Partnership Series A Preferred Units issued

 -

 -

 -

 -

 -

 -

 -

 -

 -

 10,378,457

 10,378,457

 Operating Partnership Series B Preferred Units issued

 -

 -

 -

 -

 -

 -

 -

 -

 -

 972,290

 972,290

 Issuance Operating Partnership Series A Preferred Units

 through reinvestment of dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 83,883

 83,883

 Increase liquidation preference of Operating Partnership

 Series B Preferred Units

 -

 -

 -

 -

 -

 -

 -

 -

 -

 16,205

 16,205

 Payment of selling commissions and fees

 -

 -

 -

 -

 -

 -

 ( 637,490

)

 -

 ( 637,490

)

 ( 213,784

)

 ( 851,274

)

 Redemptions of common stock

 ( 129,538.06

)

 ( 13

)

 -

 -

 -

 -

 ( 954,194

)

 -

 ( 954,207

)

 -

 ( 954,207

)

 Redemptions of Series A preferred stock

 -

 -

 ( 3,399.50

)

 -

 *

 -

 -

 ( 75,839

)

 -

 ( 75,839

)

 -

 ( 75,839

)

 Balance, June 30, 2024

 13,302,572.99

 $

 1,330

 761,370.46

 $

 49,564.56

 $

 $

 137,072,283

 $

 ( 54,715,347

)

 $

 82,358,347

 $

 25,590,745

 $

 107,949,092

 Total

 Stockholders'

 Equity

 Non-controlling

 Interests

 Total Equity

 Par

 Value

 Par

 Value

 Additional Paid-

 in Capital

 Accumulated

 Deficit

 Year Ended June 30, 2023

 Balance, June 30, 2022

 13,253,571.98

 $

 1,325

 119,416.91

 $

 $

 121,961,699

 $

 ( 24,108,723

)

 $

 97,854,313

 $

 6,367,904

 $

 104,222,217

 Contributions by non-controlling interest holders

 -

 -

 -

 -

 -

 -

 -

 1,333

 1,333

 Distributions to non-controlling interest holders

 -

 -

 -

 -

 -

 -

 -

 ( 630,281

)

 ( 630,281

)

 Operating Partnership Series A Preferred Units issued

 -

 -

 -

 -

 -

 -

 -

 5,953,935

 5,953,935

 Dividends to common stockholders

 -

 -

 -

 -

 -

 ( 5,954,529

)

 ( 5,954,529

)

 -

 ( 5,954,529

)

 Dividends to Series A preferred stockholders

 -

 -

 -

 -

 -

 ( 695,601

)

 ( 695,601

)

 -

 ( 695,601

)

 Net income (loss)

 -

 -

 -

 -

 -

 ( 4,097,405

)

 ( 4,097,405

)

 405,478

 ( 3,691,927

)

 Operating Partnership Class A conversion to

 common stock

 4,478.84

 -

 *

 -

 -

 45,908

 -

 45,908

 ( 45,908

)

 -

 Issuance of Series A preferred stock

 -

 -

 549,973.38

 13,408,034

 -

 13,408,089

 -

 13,408,089

 Issuance of common stock through reinvestment

 of dividends

 189,289.44

 -

 -

 1,638,720

 -

 1,638,739

 -

 1,638,739

 Issuance of Series A preferred stock through

 reinvestment of dividends

 -

 -

 3,350.16

 -

 *

 75,379

 -

 75,379

 -

 75,379

 Issuance Operating Partnership Series A Preferred Units

 through reinvestment of dividends

 -

 -

 -

 -

 -

 -

 -

 51,413

 51,413

 Payment of selling commissions and fees

 -

 -

 -

 -

 ( 1,652,903

)

 -

 ( 1,652,903

)

 -

 ( 1,652,903

)

 Redemptions of common stock

 ( 204,060.30

)

 ( 20

)

 -

 -

 ( 1,681,988

)

 -

 ( 1,682,008

)

 -

 ( 1,682,008

)

 Redemptions of Series A preferred stock

 -

 -

 ( 1,400.00

)

 -

 *

 ( 31,850

)

 -

 ( 31,850

)

 -

 ( 31,850

)

 Balance, June 30, 2023

 13,243,279.96

 $

 1,324

 671,340.45

 $

 $

 133,762,999

 $

 ( 34,856,258

)

 $

 98,908,132

 $

 12,103,874

 $

 111,012,006

 * Amount is less than $1.

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

 Consolidated Statements of
 Cash Flows

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $

 ( 11,223,832

)

 $

 ( 3,691,927

)

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

 Net unrealized loss on equity securities at fair value

 697,644

 2,079,093

 Net income from equity method investments at fair value

 ( 1,556,115

)

 ( 1,216,922

)

 Net realized (gain) loss on investments

 3,016,772

 ( 656,984

)

 Net loss on disposal of real estate

 -

 352,540

 Impairment loss on assets held for sale

 -

 8,121,090

 Gain on extinguishment of debt

 -

 ( 14,840,728

)

 Straight-line rent

 ( 132,635

)

 ( 63,543

)

 Depreciation and amortization

 7,153,411

 5,273,793

 Amortization of deferred financing costs and debt mark-to-market

 1,427,349

 948,554

 Accretion of above (below) market lease, net

 ( 339,767

)

 ( 474,185

)

 Changes in assets and liabilities:

 Investments income, rents and other receivables

 67,547

 1,416,972

 Due from related entities

 17,000

 Prepaid expenses and other assets

 ( 401,222

)

 ( 622,948

)

 Deferred rent and other liabilities

 ( 49,924

)

 ( 796,083

)

 Accounts payable and accrued liabilities

 743,499

 ( 1,945,377

)

 Due to related entities

 ( 15,244

)

 ( 504,520

)

 Net cash from operating activities

 ( 595,517

)

 ( 6,620,774

)

 Cash flows from investing activities:

 Proceeds from sale of investments

 10,564,732

 15,236,124

 Investment acquisition advance

 -

 ( 100,000

)

 Net proceeds from sale of real estate

 -

 8,695,764

 Investments in real estate assets

 ( 10,237,605

)

 ( 18,700,523

)

 Purchase of investments

 ( 1,062,163

)

 ( 1,621,948

)

 Return of capital distributions

 938,296

 12,957,338

 Payment on contingent liability

 ( 1,503,000

)

 ( 1,154,125

)

 Net cash from investing activities

 ( 1,299,740

)

 15,312,630

 Cash flows from financing activities:

 Proceeds from mortgage notes payable

 3,288,715

 3,221,375

 Payments on mortgage notes payable

 ( 1,337,498

)

 ( 8,855,266

)

 Proceeds from notes payable

 200,000

 10,111

 Payments on notes payable

 ( 368,164

)

 ( 17,005

)

 Payment of loan extension fee

 ( 876,500

)

 -

 Acquisition cost of below market debt

 ( 343,000

)

 -

 Dividend to common stockholders

 ( 5,180,792

)

 ( 3,848,624

)

 Dividend to Series A preferred stockholders

 ( 894,748

)

 ( 620,222

)

 Dividend to Series B preferred stockholders

 ( 2,526

)

 -

 Proceeds from issuance of Series A preferred stock

 2,140,949

 13,408,089

 Proceeds from issuance of Series B preferred stock

 1,227,950

 -

 Payment on finance lease liabilities

 ( 104,416

)

 ( 30,276

)

 Payment of selling commissions and fees

 ( 899,372

)

 ( 1,206,115

)

 Contributions by non-controlling interests holders

 2,532,427

 1,333

 Distributions to non-controlling interests holders

 ( 834,804

)

 ( 449,092

)

 Redemption of common stock, net of stock redemption payable

 ( 1,399,205

)

 ( 1,585,060

)

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

 ( 75,839

)

 ( 31,850

)

 Capital pending acceptance

 ( 241,600

)

 453,600

 Net cash from financing activities

 ( 3,168,423

)

 450,998

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

 ( 5,063,680

)

 9,142,854

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

 18,141,019

 8,998,165

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

 $

 13,077,339

 $

 18,141,019

 Cash and cash equivalents at end of the year

 $

 11,854,946

 $

 17,242,781

 Restricted cash at end of the year

 1,222,393

 898,238

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

 $

 13,077,339

 $

 18,141,019

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

 Issuance of common stock through reinvestment of dividends

 $

 1,371,351

 $

 1,638,739

 Issuance of Series A preferred stock through reinvestment of dividends

 $

 174,179

 $

 75,379

 Issuance of Series B preferred stock through reinvestment of dividends

 $

 $

 -

 Increase in liquidation preference of Series B preferred stock

 $

 31,497

 $

 -

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

 $

 83,884

 $

 -

 Cash paid for interest

 $

 4,577,961

 $

 5,743,630

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

 $

 16,205

 $

 -

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

 $

 8,703,127

 $

 -

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

 $

 2,647,620

 $

 -

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

 $

 22,765,656

 $

 -

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

 $

 14,062,529

 $

 -

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

 $

 14,950,638

 $

 -

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

 $

 8,797,634

 $

 -

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

 $

 -

 $

 2,711,378

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

 $

 -

 $

 3,242,557

 Fair value of assets acquired from consolidation of First & Main, LP

 $

 -

 $

 18,507,861

 Fair value of liabilities assumed from consolidation of First & Main, LP

 $

 -

 $

 13,559,483

 Fair value of assets acquired from consolidation of 1300 Main, LP

 $

 -

 $

 10,546,464

 Fair value of liabilities assumed from consolidation of 1300 Main, LP

 $

 -

 $

 8,753,242

 Fair value of assets acquired from consolidation of Main Street West, LP

 $

 -

 $

 20,699,145

 Fair value of liabilities assumed from consolidation of Main Street West, LP

 $

 -

 $

 16,119,679

 Fair value of assets acquired from consolidation of Woodland Corporate Center Two, LP

 $

 -

 $

 11,538,400

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

 $

 -

 $

 8,295,843

 Reduction in contingent consideration estimate

 $

 -

 $

 57,875

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

 Notes to Consolidated Financial Statements

 NOTE 1 – PRINCIPAL BUSINESS AND ORGANIZATION

 MacKenzie Realty Capital, Inc. (the "Parent Company" together with its subsidiaries as discussed below, collectively, the "Company," "we," "us," or
 "our") was incorporated under the general corporation laws of the State of Maryland on January 27, 2012. We have elected to be treated as a real estate investment trust ("REIT") as defined under Subchapter M of the Internal Revenue Code of 1986, as
 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; and (ii) 20,000,000 are designated as preferred stock, with a $ 0.0001 par value per share. We commenced our operations on February 28, 2013, and our fiscal year-end is June 30.

 We filed our initial registration statement in June 2012 with the Securities and Exchange Commission ("SEC") to register the initial public offering
 of 5,000,000 shares of our common stock. The initial public offering commenced in January 2014 and concluded in October 2016. We filed a
 second registration statement with the SEC to register a subsequent public offering of 15,000,000 shares of our common stock. The second
 offering commenced in December 2016 and concluded on October 28, 2019. We filed a third registration statement with the SEC to register a public offering of 15,000,000
 shares of our common stock that was declared effective by the SEC on October 31, 2019. The third offering commenced shortly thereafter and expired on October 31, 2020. 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. 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 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 ("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; therefore, effective December 31, 2021, we have consolidated the financial statements of Hollywood Hillview.

 On January 25, 2022, through the Operating Partnership, we acquired a 98 % limited liability company interest in MacKenzie BAA IG Shoreline LLC ("MacKenzie Shoreline"), formed to acquire, renovate, and own the 84-unit
 multifamily building located at 1841 Laguna Street, Concord, CA. The joint venture partners own the remaining 2 % of the limited
 liability company interest as well as a carried interest. We are the controlling majority owner of the MacKenzie Shoreline; therefore, effective June 30, 2022, we have consolidated the financial statements of MacKenzie Shoreline.

 On April 1, 2022, we, and our newly formed, wholly owned subsidiary, FSP
 Merger Sub, Inc. ("Merger Sub") entered into a reverse triangular merger agreement with FSP Satellite Place Corp. ("FSP Satellite"), pursuant to which the Merger Sub would be merged with and into FSP Satellite with FSP Satellite as the surviving
 entity, but renamed MacKenzie Satellite Place, Inc. ("MacKenzie Satellite"). On June 1, 2022, the merger closed, and MacKenzie Satellite became our wholly owned subsidiary, which owns the Satellite Place Office Building, a six-story Class "A"
 suburban office building containing approximately 134,785 rentable square feet of space located on approximately 10 acres of land in Duluth, GA. The former shareholders of FSP Satellite received cash or shares of the Company, based upon their election. All former
 shareholders of FSP Satellite holders elected to be paid in cash with the exception of two shareholders who elected to receive common
 and preferred stocks in the amount of $ 27,503 and $ 13,752, respectively. Subsequent to the completion of the merger, we have consolidated the financial statements of MacKenzie Satellite effective June 30, 2022.

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

 Basis of Presentation and Consolidation Policy

 The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions
 to Form 10-K and Regulation S-X. 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.

 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

 The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported asset values,
 liabilities, revenues, expenses and unrealized gains (losses) on investments during the reporting period. Material estimates that are susceptible to change, and actual results could differ from those estimates.

 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. Refer to Note 7 for additional information.

 Cash, Cash Equivalents and Restricted Cash

 Our cash and cash equivalents represent current bank accounts and other bank deposits free of encumbrances and having maturity dates of three
 months or less from the respective dates of deposit. We limit cash investments to financial institutions with high credit standing; therefore, we believe our cash investments are not exposed to any significant credit risk. The restricted cash
 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 up to certain
 limits. At times, the cash balances held in financial institutions by us may exceed these insured limits.

 Restricted cash is subject to legal or contractual restrictions as to withdrawal or use, including restrictions that require the funds to be used
 for a specified purpose and restrictions that limit the purpose for which the funds can be used.

 Investment Income Receivable

 Investment

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

 Capital Pending Acceptance

 We conduct closings for new issuance of our stocks twice per month and admit new stockholders effective beginning the first of each month. Subscriptions are effective
 only upon our acceptance. Any gross proceeds received from subscriptions which are not accepted as of the period-end are classified as capital pending acceptance in the consolidated balance sheets. As of June 30, 2024 and June 30, 2023, capital pending acceptance was $ 297,000
 and $ 538,600, respectively.

 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. 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 and Series B preferred stock have been classified as a reduction of equity.

 Income Taxes and Deferred Tax Liability

 The Parent Company has elected to be treated as a REIT for tax purposes under the Code and as a REIT, is not subject to federal income taxes on
 amounts that it distributes to the stockholders, provided that, on an annual basis, it generally distributes at least 90 % of its REIT
 taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meets certain other conditions. To the extent it satisfies the annual distribution requirement but distributes
 less than 100 % of its REIT taxable income, it will be subject to U.S. federal corporate income tax on its undistributed taxable
 income. In addition, it will be subject to a 4 % nondeductible excise tax if the actual amount that it pays to its stockholders in a
 calendar year is less than a minimum amount specified under U.S. federal tax laws.

 The Parent Company satisfied the annual dividend payment and other REIT requirements for the tax year ended December 31, 2023. Therefore, it did
 not incur any tax expense or excise tax on its income from operations during the quarterly periods within the tax year 2023. In addition, for the tax year 2024, we intend to pay the requisite amounts of dividends during the year and meet other
 REIT requirements such that the Parent Company will not owe any income taxes. Therefore, the Parent Company did not record any income tax provisions during any fiscal periods within the tax year 2024.

 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, 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.

 We follow ASC 740, Income Taxes ("ASC 740"), to account for income taxes using the asset and liability
 method, under which deferred tax assets and liabilities are recognized for the future tax liabilities attributable to the net unrealized investment gain (losses) on existing investments. In estimating future tax consequences, we consider all
 future events, other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period of enactment. In addition, ASC 740 provides
 guidance for recognizing, measuring, presenting, and disclosing uncertain tax positions in the financial statements. 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.

 Subsequent Events

 Subsequent events are events or transactions that occur after the date of the consolidated balance sheets but before the date the consolidated
 financial statements are issued. Subsequent events that provide additional evidence about conditions that existed at the date of the consolidated balance sheets are considered in the preparation of the consolidated financial statements presented
 herein. Subsequent events that occur after the date of the consolidated balance sheets that do not provide evidence about the conditions that existed as of the date of the consolidated statements of changes in equity are considered for disclosure
 based upon their significance in relation to our consolidated financial statements taken as a whole.

 Fair Value of Financial Instruments

 Fair
 value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. We
 believe that the carrying amounts of our financial instruments, consisting of cash, restricted cash, investments income, rent and other receivables, prepaid expenses and other assets, mortgage notes payable, accounts payable and accrued
 liabilities, below-market lease liabilities, net, deferred rent and other liabilities and due to related entities, approximate the fair values of such items based on their nature, terms, and interest rates.

 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.

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

 •

 whether the lease stipulates how a tenant improvement allowance may be spent;

 •

 whether the lessee or lessor supervises the construction and bears the risk of cost overruns;

 •

 whether the amount of a tenant improvement allowance is in excess of market rates;

 •

 whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

 •

 whether the tenant improvements are unique to the tenant or general purpose in nature; and

 •

 whether the tenant improvements are expected to have any residual value at the end of the lease.

 In accordance with ASC Topic 842, we determine whether collectability of lease payments in an operating lease is probable. If we determine the
 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
 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

 Dividends (and distributions, if any) to stockholders are recorded on the date of declaration. The amount, if any, to be paid as a quarterly
 dividend (or distribution, if any) is approved quarterly by the Board of Directors and is generally based upon management's estimate of our earnings for the quarter.

 Fair Value Measurements

 GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observables used in measuring
 investments at fair value. Market price is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available actively quoted prices or for which fair value can
 be measured from actively quoted prices generally will have a higher degree of market price observables and a lesser degree of judgment used in measuring fair value.

 Investments measured and reported at fair value are classified and disclosed in one of the following categories:

 Level I –

 Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I are publicly traded equity securities. We
 do not adjust the quoted price for these investments even in situations where we hold a large position and a sale could reasonably impact the quoted price.

 Level II –

 Price inputs are quoted prices for similar financial instruments in active markets; quoted prices for identical or similar financial instruments in markets that are not active; and
 model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. Investments which are generally included in this category are publicly traded equity securities with restrictions.

 Level III –

 Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair values for these investments 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, local market conditions, trading values on public exchanges for
 comparable securities, current and projected operating performance, financial condition, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant
 judgment by management. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had an active market for these investments existed.

 In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an
 investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the fair value measurement, in its
 entirety, requires judgment and considers factors specific to the investment.

 Valuation of Investments

 Our consolidated financial statements include investments that are measured at their estimated fair values in accordance with GAAP. Our valuation
 procedures are summarized below:

 Securities for which market quotations are readily available on an exchange will be valued at such price as of the closing price on the day closest
 to the valuation date. Where a security is traded but in limited volume, we may instead utilize the weighted average closing price of the security over the prior 10 trading days. 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.

 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, 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;

 •

 the portfolio company's ability to make payments;

 •

 the portfolio company's earnings and discounted cash flow;

 •

 the markets in which the issuer does business; and

 •

 comparisons to publicly traded securities.

 Securities for which market data is not readily available or for which a pricing source is not sufficient may include the following:

 •

 private placements and restricted securities that do not have an active trading market;

 •

 securities whose trading has been suspended or for which market quotes are no longer available;

 •

 debt securities that have recently gone into default and for which there is no current market;

 •

 securities whose prices are stale;

 •

 securities affected by significant events; and

 •

 securities that the Investment Adviser believes were priced incorrectly.

 Valuation of Real Property

 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
 documented. 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

 We have minority and non-controlling equity investments in various limited partnerships and non-traded entities, which do not have readily
 determinable fair values. We do not have controlling interests in these entities. Thus, these investments have been recorded as investments in equity securities in accordance with ASC Topic 321, Investments –
 Equity Securities, and measured at fair value. 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

 We elected the fair value option of accounting for the investments listed below that would have otherwise been recorded under the equity method
 of accounting. The primary purpose of electing the fair value option was to enhance the transparency of our financial condition. Changes in the fair value of these investments, which are inclusive of equity in income, are recorded in the
 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:

 Investee

 Legal Form

 % Ownership

 Fair Value as of

 5210 Fountaingate, LP

 9.92

 %

 $

 4,950

 Lakemont Partners, LLC

 Limited Liability Company

 17.02

 %

 791,990

 Green Valley Medical Center, LP

 1.00

 %

 *

 2,005,102

 Martin Plaza Associates, LP

 1.00

 %

 *

 465,053

 Westside Professional Center I, LP

 1.00

 %

 *

 1,436,171

 Total

 $

 4,703,266

 Investee

 Legal Form

 % Ownership

 Fair Value as of

 5210 Fountaingate, LP

 9.92

 %

 $

 6,820

 Capitol Hill Partners, LLC

 Limited Liability Company

 23.33

 %

 1,107,795

 Citrus Park Hotel Holdings, LLC

 Limited Liability Company

 35.27

 %

 4,100,000

 Lakemont Partners, LLC

 Limited Liability Company

 17.10

 %

 829,381

 Green Valley Medical Center, LP

 1.00

 %

 *

 2,363,000

 Martin Plaza Associates, LP

 1.00

 %

 *

 493,000

 One Harbor Center, LP

 1.00

 %

 *

 4,076,500

 Westside Professional Center I, LP

 1.00

 %

 *

 1,784,000

 Total

 $

 14,760,496

 * 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

 These are equity method investments that do
 not meet the consolidation requirements under ASC 810. Under the 1940 Act, these investments are considered "voting securities" as opposed to "investment securities". Therefore, we listed these equity method investments separately from the
 rest of the equity method investments at fair value in the consolidated balance sheets. 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

 In February 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)" ("ASU 2016-02"). Under ASU 2016-02, an entity is required to recognize
 right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and parties to sale and leaseback transactions. Lessees and lessors
 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): 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. 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 lessor.

 Real Estate Assets, Capital Additions, Depreciation and Amortization

 We
 capitalize costs, including certain indirect costs, incurred for capital additions, including redevelopment, development, and construction projects. We also allocate certain department costs, including payroll, at the corporate levels as
 "indirect costs" of capital additions, if such costs clearly relate to capital additions. We also capitalize interest, property taxes and insurance during periods in which redevelopment, development, and construction projects are in progress.
 Cost capitalization begins once the development or construction activity commences and ceases when the asset is ready for its intended use. Repair and maintenance and tenant turnover costs are expensed as incurred. Repair and maintenance and
 tenant turnover costs include all costs that do not extend the useful life of the real estate asset. 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:

 Buildings

 16 – 45 years

 Building improvements

 1 – 15 years

 Land improvements

 5 – 15 years

 Furniture, fixtures and equipment

 3 – 11 years

 In-place leases

 1 – 10 years

 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
 initiated;

 •

 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. The
 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; and

 •

 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.

 Real Estate Purchase Price Allocations

 In accordance with the guidance for business combinations, upon the acquisition of real estate properties, we evaluate whether the transaction is a business combination or an asset acquisition. If the
 transaction does not meet the definition of a business combination, we record the assets acquired, the liabilities assumed, and any non-controlling interest as of the acquisition date, measured at their relative fair values. Acquisition-related
 costs are capitalized in the period incurred and are added to the components of the real estate assets acquired. We assess 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) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on
 several factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant.
 Intangible assets include the value of in-place leases, which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property
 been vacant at the time of acquisition and subject to lease-up. We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average five years. Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate
 market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates, and the number of years the property will be held for investment. The use of
 inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets, and assumed liabilities, which could impact the amount of our net income (loss). Differences in the amount attributed
 to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates.

 Contingent Consideration in an Asset Acquisition

 Contingent consideration recognized is included in the initial cost of the assets acquired. Subsequent changes in the recorded amount of contingent
 consideration will generally be recognized as an adjustment to the cost basis of the acquired assets, in accordance with ASC 323-10-35-14a and ASC 360-10-30-1. The subsequent changes will be allocated to the acquired assets based on their
 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 statements of operations through
 subsequent accounting for the acquired asset. We are aware of diversity in practice regarding the subsequent treatment of the statement of operations effect of changes to the cost basis of the acquired assets. We generally believe the
 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.

 Leases

 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 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
 right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates that we could obtain for similar loans as of the date of commencement or renewal. We do not record leases on the consolidated
 balance sheets that are classified as short term (less than one year).

 At lease inception, we determine the lease term by considering the minimum lease term and all optional renewal periods that we are reasonably certain to renew. The
 lease term is also used to calculate straight-line rent expense. The depreciable life of leasehold improvements is limited by the estimated lease term, including renewals if they are reasonably certain to be renewed. Our leases do not contain
 residual value guarantees or material variable lease payments that will impact our ability to pay dividends or cause us to incur additional expenses.

 The amortization of the right-of-use asset arising from finance leases is expensed through depreciation and amortization expense and the interest on the related
 lease liability is expensed through interest expense on our consolidated statements of operations.

 Impairment of Real Estate Assets

 We
 continually monitor events and changes in circumstances that could indicate that the carrying value of our real estate and related intangible assets may not be recoverable. When indicators of potential impairment emerge, we assess whether we
 will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this assessment, if we do not believe that we will recover the carrying value of the real estate and related
 intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets. No
 impairment charges on assets held for use were recorded for the years ended June 30, 2024 and 2023. 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

 Gains

 on sales of rental real estate are not considered sales to customers and will generally be recognized pursuant to the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), which
 applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Generally, our sales of real estate would be considered a sale of a nonfinancial asset as
 defined by ASC 610-20. ASC 610-20 refers to the revenue recognition principles under ASU No. 2014-09, Revenue from Contracts with
 Customers (Topic 606). Under ASC 610-20, if we determine we do not have a controlling financial
 interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we will dispose of the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset
 transfers to the buyer.

 Reportable Segments

 ASC 280, Segment Reporting, establishes standards for reporting financial and descriptive information
 about an enterprise's reportable segments. We have one reportable segment, income-producing real estate properties, which consists of
 activities related to investing in real estate. The real estate properties are geographically diversified throughout the United States, and we evaluate operating performance on an overall portfolio level.

 NOTE 3 – INVESTMENTS IN REAL ESTATE

 The following
 tables provide summary information regarding our operating properties, which are owned through our subsidiaries. The ownership interest shown below is the percentage of the property owned by the subsidiary, not the percentage of the subsidiary
 owned by the Parent Company or the Operating Partnership.

 Consolidated Operating Properties

 Commodore Apartments

 Pon de Leo Apartments

 Property Owner:

 Madison-PVT Partners LLC

 PVT-Madison Partners LLC

 PT Hillview GP, LLC

 MacKenzie BAA IG Shoreline LLC

 Location:

 Oakland, CA

 Oakland, CA

 Hollywood, CA

 Concord, CA

 Number of Tenants:

 Year Built:

 1912

 1929

 1917

 1968

 Ownership Interest:

 100 %

 100 %

 100 %

 100 %

 Satellite Place Office Building

 Property Owner:

 MacKenzie Satellite Place Corp.

 First & Main, LP

 1300 Main, LP

 Woodland Corporate Center Two, LP

 Location:

 Duluth, GA

 Napa, CA

 Napa, CA

 Woodland, CA

 Number of Tenants:

 Year Built:

 2002

 2001

 2020

 2004

 Ownership Interest:

 100 %

 100 %

 100 %

 100 %

 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

 Location:

 Napa, CA

 Fairfield, CA

 Fairfield, CA

 Suisun, CA

 Number of Tenants:

 Year Built:

 2007

 1990

 2006

 2001

 Ownership Interest:

 100 %

 100 %

 100 %

 100 %

 The following table presents
 the purchase price allocation of real estate assets acquired during the year ended June 30, 2024 based on asset
 acquisition accounting.

 220 Campus Lane Office Building

 Acquisition Date:

 September 8, 2023

 Purchase Price Allocation

 Land

 $

 1,357,288

 Building

 859,594

 Parking Lot

 410,116

 Debt mark-to-market

 223,000

 $

 2,849,998

 Campus Lane Residential Land

 Acquisition Date:

 September 8, 2023

 Purchase Price Allocation

 Land

 $

 1,503,758

 Debt mark-to-market

 120,000

 $

 1,623,758

 Green Valley Executive Center

 Acquisition Date:

 January 1, 2024

 Purchase Price Allocation

 Land

 $

 1,352,865

 Building

 18,193,191

 Site Improvements

 705,843

 Tenant Improvements

 617,514

 Lease In Place

 1,012,044

 Leasing Commissions

 296,001

 Legal & Marketing Lease Up
 Costs

 78,999

 Debt mark-to-market

 993,000

 Solar Finance Lease

 650,276

 23,899,733

 Net leasehold liability

 ( 117,611

)

 Total assets acquired, net

 $

 23,782,122

 One Harbor Center

 Acquisition Date:

 May 1, 2024

 Purchase Price Allocation

 Land

 $

 1,364,866

 Building

 11,209,831

 Site Improvements

 627,639

 Tenant Improvements

 633,788

 Lease In Place

 778,561

 Leasing Commissions

 230,157

 Legal & Marketing Lease Up Costs

 60,937

 Debt mark-to-market

 334,000

 Solar Finance Lease

 713,704

 15,953,484

 Net leasehold asset

 30,212

 $

 15,983,696

 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.

 Operating Leases:

 Our real estate assets are leased to tenants under operating leases that contain varying terms and expirations. The leases may have provisions to extend the lease agreements, options
 for early termination after paying a specified penalty and other terms and conditions as negotiated. We retain substantially all the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a
 lease, we do not require a security deposit from tenants on our commercial real estate properties, depending upon the terms of the respective leases and the creditworthiness of the tenants. Even when required, security deposits generally are not
 significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of the security deposit. Security deposits received in cash related to tenant leases are included in other accrued
 liabilities in the accompanying consolidated balance sheets and were immaterial as of June 30, 2024 and 2023.

 The following table presents the components of income from real estate operations for the year ended June 30, 2024 and 2023:

 2024

 2023

 Lease income - Operating leases

 $

 14,755,307

 $

 13,531,788

 Variable lease income (1)

 980,796

 1,575,431

 $

 15,736,103

 $

 15,107,219

 (1)

 Primarily includes tenant
 reimbursements for utilities and common area maintenance.

 As of June 30, 2024, the future minimum rental income from our real estate properties under non-cancelable operating leases are as follows:

 Year ended June 30,:

 Rental Income

 2025

 $

 12,015,210

 2026

 9,258,288

 2027

 6,589,707

 2028

 5,415,188

 2029

 4,500,143

 9,372,528

 Total

 $

 47,151,064

 Lease Intangibles, Above-Market Lease Assets and Below-Market Lease Liabilities, Net

 As of June 30, 2024 and 2023, our acquired lease intangibles, above-market lease assets, and below-market lease liabilities were as follows:

 As of June 30, 2024

 Lease Intangibles

 Above-Market

 Lease Asset

 Below-Market

 Lease Liabilities

 Cost

 $

 10,738,744

 $

 702,254

 $

 2,717,150

 Accumulated amortization

 ( 4,168,692

)

 ( 226,628

)

 ( 1,432,318

)

 Total

 $

 6,570,052

 $

 475,626

 $

 1,284,832

 Weighted average amortization period (years)

 4.8

 4.6

 4.8

 As of June 30, 2023

 Lease Intangibles

 Above-Market

 Lease Asset

 Below-Market

 Lease Liabilities

 Cost

 $

 7,760,923

 $

 419,166

 $

 2,346,666

 Accumulated amortization

 ( 2,124,799

)

 ( 70,653

)

 ( 936,576

)

 Total

 $

 5,636,124

 $

 348,513

 $

 1,410,090

 Weighted average amortization period (years)

 4.9

 5.4

 5.1

 Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2024, were as
 follows:

 Lease

 Intangibles

 Above-Market

 Lease Asset

 Below-Market

 Lease Liabilities

 Amortization

 $

 2,043,893

 $

 155,975

 $

 ( 495,742

)

 Our amortization of lease intangibles, above-market lease assets and below-market lease liabilities for the year ended June 30, 2023, were as
 follows:

 Lease

 Intangibles

 Above-Market

 Lease Asset

 Below-Market

 Lease Liabilities

 Amortization

 $

 1,538,631

 $

 70,653

 $

 ( 544,838

)

 The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for
 the next five years:

 2025

 2026

 2027

 2028

 2029

 In-place leases, to be included in amortization

 $

 2,267,974

 $

 1,606,267

 $

 903,769

 $

 620,809

 $

 481,998

 $

 689,235

 Above-market lease intangibles

 $

 174,083

 $

 104,811

 $

 76,908

 $

 39,087

 $

 29,089

 $

 51,648

 Below-market lease liabilities

 ( 390,901

)

 ( 300,443

)

 ( 214,007

)

 ( 160,000

)

 ( 120,814

)

 ( 98,667

)

 $

 ( 216,818

)

 $

 ( 195,632

)

 $

 ( 137,099

)

 $

 ( 120,913

)

 $

 ( 91,725

)

 $

 ( 47,019

)

 NOTE 4 – INVESTMENTS

 The following table summarizes the composition of our equity method investments with fair value option election and other equity securities at
 fair value as of June 30, 2024 and 2023:

 June 30,
 2024

 $

 1,341,164

 $

 7,388,484

 GP Interests (Equity method investment with fair value option election)

 LP Interests (Equity
 method investment with fair value option election)

 796,940

 6,043,996

 Total

 $

 $

 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,
 Inc.).

 The following table presents fair value measurements of our investments as of June 30, 2024 and 2023, according to the fair value hierarchy:

 As of June 30,2024

 Total

 Level I

 Level II

 Level III

 $

 1,341,164

 $

 -

 $

 -

 $

 1,341,164

 GP Interests

 -

 -

 796,940

 -

 -

 796,940

 Total

 $

 $

 -

 $

 -

 $

 As of June 30,2023

 Total

 Level I

 Level II

 Level III

 $

 7,388,484

 $

 -

 $

 -

 $

 7,388,484

 GP Interests

 -

 -

 6,043,996

 -

 -

 6,043,996

 Total

 $

 $

 -

 $

 -

 $

 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, 2024:

 Balance at July 1, 2023

 $

 Purchases of investments

 1,062,163

 Transfer to Investments in Real Estate

 ( 3,892,813

)

 Proceeds from sales, net

 ( 10,564,732

)

 Return of capital distributions

 ( 938,296

)

 Net realized loss

 ( 3,016,772

)

 Net unrealized gain

 1,245,900

 Ending balance at June 30, 2024

 $

 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

 $

 57,593,244

 Purchases of investments

 1,621,948

 Transfers to Level I

 ( 30,753

)

 Transfer to Investments in Real Estate

 ( 8,488,467

)

 Proceeds from sales, net

 ( 5,149,058

)

 Return of capital distributions

 ( 12,973,337

)

 Written off contingent consideration

 ( 57,875

)

 Net realized gains

 647,395

 Net unrealized loss

 ( 11,014,117

)

 Ending balance at June 30, 2023

 $

 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
 significant unobservable inputs related to the Level III fair value measurements used at June 30, 2024:

 Primary Valuation

 Techniques

 Unobservable Inputs Used

 Range

 Weighted Average

 $

 1,341,164

 Market Activity

 Secondary market industry publication

 Acquisition cost

 GP Interests

 Direct Capitalization Method

 Capitalization rate

 6.3 % - 6.5 %

 6.3 %

 Discount rate

 6.8 % - 7.0 %

 7.0 %

 791,990

 Discounted Cash Flow

 Discount rate

 7.0 %

 7.0 %

 4,950

 Estimated Liquidation Value

 Sponsor provided value

 $

 The following table shows quantitative information
 about significant unobservable inputs related to the Level III fair value measurements used at June 30, 2023:

 Primary Valuation

 Techniques

 Unobservable Inputs Used

 Range

 Weighted Average

 $

 7,388,484

 Market Activity

 Secondary market industry publication

 GP Interests

 Direct Capitalization Method

 Capitalization rate

 6.3 % - 6.5 %

 6.4 %

 Discount rate

 6.8 % - 7.0 %

 7.0 %

 6,037,176

 Discounted Cash Flow

 Discount rate

 0.0 % - 9.0 %

 7.0 %

 6,820

 Estimated Liquidation Value

 Sponsor provided value

 12.0 %

 12.0 %

 $

 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. 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
 considered "significant", if any. Regulation S-X mandates the use of three different tests to determine if any of our investments are considered significant investments: the investment test, the asset test, and the income test. The rule
 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.

 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

 In accordance with SEC Rules 3-09 and 4-08(g) of Regulation S-X, we must determine which of our investments in securities are considered
 "significant subsidiaries", if any. Regulation S-X mandates the use of three different tests to determine if any of our controlled investments are significant subsidiaries: the investment test, the asset test, and the income test. Rule 3-09 of
 Regulation S-X requires separate audited financial statements for any unconsolidated majority-owned subsidiary in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information in
 an annual report if any of the three tests exceeds 10%.

 As of June 30, 2024 and 2023, none of our investments in securities was considered an unconsolidated significant subsidiary under the SEC
 rules described above.

 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 Note 1, pursuant 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. As of June
 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,
 2024.

 NOTE 6 – LEASES

 Lessee Arrangements

 As discussed in Note 2, we acquired five
 partnerships which had solar equipment leases in place. We reassessed the leases as of the acquisition date and recorded them as finance leases in accordance with ASC 842. 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:

 Balance Sheet Classification

 Right-of-use assets:

 Finance leases

 Real estate assets, net

 $

 1,799,962

 $

 644,616

 Lease liabilities:

 Finance leases

 Finance lease liabilities

 $

 1,887,984

 $

 628,420

 We have included these
 leases in real estate assets, net as follows:

 Building, fixtures and improvements

 $

 2,022,675

 $

 658,695

 Accumulated depreciation

 ( 222,713

)

 ( 14,079

)

 Real estate assets, net

 $

 1,799,962

 $

 644,616

 Lease Expense

 The components of total lease cost were as follows for the year ended June 30,
 2024 and 2023:

 Year ended June 30,

 2024

 2023

 Finance lease cost

 Right-of-use asset amortization

 $

 180,659

 $

 14,079

 Interest expense

 40,594

 12,325

 Total lease cost

 $

 221,253

 $

 26,404

 Lease Obligations

 Future undiscounted lease payments for
 finance leases with initial terms of one year or more are as follows:

 Finance Leases

 2025

 $

 286,748

 2026

 309,282

 2027

 317,245

 2028

 325,585

 2029

 487,239

 495,035

 Total undiscounted lease payments

 2,221,134

 Less: Imputed interest

 ( 333,150

)

 Net lease liabilities

 $

 1,887,984

 Supplemental Lease Information

 Finance lease weighted average remaining lease term (years)

 5.83 years

 7.53 years

 Finance lease weighted average discount rate

 5.0

 %

 5.0

 %

 Cash paid for amounts included in the measurement of lease liabilities

 Financing cash flows from finance leases

 $

 104,416

 $

 30,276

 Right-of-use assets obtained in exchange for new finance lease liabilities

 $

 1,363,980

 $

 658,695

 NOTE 7 – VARIABLE INTEREST ENTITIES

 A variable interest in a variable interest entity (VIE) is an investment or other interest that will absorb portions of the VIE's expected
 losses and/or receive portions of the VIE's expected residual returns. Our variable interests in VIEs include limited partnership interests. VIEs sometimes finance the purchase of assets by issuing limited partnership interests that are either
 collateralized by or indexed to the assets held by the VIE.

 The enterprise with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. We determine
 whether we are the primary beneficiary of a VIE by performing an analysis that principally considers: (a) which variable interest holder has the power to direct activities of the VIE that most significantly impact the VIE's economic
 performance; (b) which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; (c) the VIE's purpose and design, including the risks the VIE
 was designed to create and pass through to its variable interest holders; (d) the VIE's capital structure; (e) the terms between the VIE and its variable interest holders and other parties involved with the VIE; and (f) related-party
 relationships. We reassess our evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether it is the primary beneficiary of a VIE on an ongoing basis based on current facts and
 circumstances.

 Nonconsolidated VIEs

 As of June 30, 2024 and 2023, two
 and four of our unconsolidated VIEs, respectively, include interests in limited partnerships and limited liability companies. We
 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
 performance. 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.

 The table below presents a summary of the nonconsolidated VIEs in which we hold variable interests:

 Total Nonconsolidated VIEs

 As of June 30, 2024

 As of June 30, 2023

 Fair value of investments in VIEs

 $

 796,940

 $

 6,043,996

 Carrying value of variable interests - assets

 $

 867,358

 $

 8,037,475

 Maximum Exposure to Loss:

 Limited Partnership Interest

 $

 867,358

 $

 8,037,475

 Our exposure to the obligations of VIEs is generally limited to the carrying value of the limited partnership interests in these entities.

 NOTE 8 – RELATED PARTY TRANSACTIONS

 Advisory Agreements Effective January 1, 2021:

 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
 Adviser.

 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
 Agreement.

 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 %

 3.0%

 2.0%

 1.5%

 Total Invested

 Capital

 Quarter ended:

 September 30, 2023

 $

 $

 $

 64,229,944

 $

 164,229,944

 December 31, 2023

 $

 $

 $

 64,735,338

 $

 164,735,338

 March 31, 2024

 $

 $

 $

 74,236,629

 $

 174,236,629

 $

 $

 $

 78,833,574

 $

 178,833,574

 Quarter ended:

 September 30, 2022

 $

 $

 $

 48,639,649

 $

 148,639,649

 December 31, 2022

 $

 $

 $

 52,470,792

 $

 152,470,792

 March 31, 2023

 $

 $

 $

 60,153,751

 $

 160,153,751

 $

 $

 $

 62,313,487

 $

 162,313,487

 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, 2024, the ten limited partnerships paid total property management fees of $ 596,268 and leasing commissions of $ 489,571
 to WCM. 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.

 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.

 Organization and Offering Costs Reimbursement:

 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.

 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, 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.

 Year ended

 Unpaid as of

 Types and Recipient

 Asset management fees- the Real Estate Adviser

 $

 3,224,834

 $

 3,004,725

 $

 -

 $

 -

 Administrative cost reimbursements- MacKenzie

 756,733

 726,000

 -

 -

 Asset acquisition fees- the Real Estate Adviser (1)

 1,075,048

 1,878,356

 -

 -

 Transfer agent cost reimbursements - MacKenzie

 66,267

 92,000

 -

 -

 Organization & Offering Cost (2) - MacKenzie

 102,871

 499,689

 79,632

 151,132

 Other expenses (3) - MacKenzie and Subsidiary's GPs

 -

 -

 91,987

 5,232

 Due to related entities

 $

 171,619

 $

 156,364

 (1)

 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.

 (2)

 Offering costs paid by MacKenzie - discussed in this Note under organization and offering costs reimbursements.

 (3)

 Expenses paid by MacKenzie and General Partner of a subsidiary on behalf of us and subsidiary.

 NOTE 9 – MARGIN LOANS

 We have a brokerage account through which we buy and sell publicly traded securities. The provisions of the account allow us to borrow on
 certain securities held in the account and to purchase additional securities based on the account equity (including cash). Amounts borrowed are collateralized by the securities held in the account and bear interest at a negotiated rate payable
 monthly. Securities pledged to secure margin balances cannot be specifically identified as a portion of all securities held in a brokerage account are used as collateral. As of June 30, 2024 and 2023, we had no margin credit available for cash withdrawal or the ability to purchase in additional securities. Accordingly, as of June 30, 2024 and 2023,
 there was no amount outstanding under this short-term credit line.

 NOTE 10 – MORTGAGE NOTES PAYABLE, NOTES PAYABLE AND DEBT
 GUARANTY

 Madison and PVT Notes Payable

 On February 26, 2021, Madison and PVT obtained mortgage loans from First
 Republic Bank in the amounts of $ 6,737,500 and $ 8,387,500, respectively, both at a fixed interest rate of 3.0 % per annum through April 1,
 2026. Effective May 1, 2026, interest rates will be the average of the twelve most recently published yields on U.S. Treasury
 securities adjusted a constant maturity of one year as published by the Federal Reserve System in the Statistical Release H.15
 plus 2.75 % per annum. The loans were obtained to finance the acquisition of the Commodore Apartments and The Park View (f/k/a as
 Pon De Leo Apartments), which are located in Oakland, California. The loans mature on April 1, 2031 and are cross-collateralized
 by both properties owned by Madison and PVT. The loan requires interest only monthly payments through April 1, 2026 and beginning May 1, 2026, monthly payments of principal and interests are due based on 360 months of amortization period. The remaining unpaid principal balance is due at maturity date. Accordingly, as of June 30, 2024 and 2023, the
 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

 On October 4, 2021, PT Hillview entered into a loan agreement with Ladder
 Capital Finance in the amount of $ 17,500,000. The annual interest rate was equal to the greater of (i) a floating rate of
 interest equal to 5.5 % plus LIBOR, and (ii) 5.75 %. The loan was obtained to finance the acquisition of Hollywood Apartments. 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, 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. The

 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
 that a substitute benchmark rate transition event occurred. Accordingly, the loan agreement was amended on March 15, 2023 to update the interest rate on the loan. Pursuant to the amendment, effective April 6, 2023, the annual interest rate
 shall be equal to the greater of (i) a floating rate of interest equal to 5.61148 % plus the secured overnight financing rate
 (SOFR) published by Federal Reserve Bank of New York, and (ii) 5.75 %.

 We (along with three other principals of True USA) guaranteed: (1) the
 "Recourse Obligations" as defined in the loan agreement, which are triggered only if the borrower of the loan engages in "Bad Boy Acts" (such as fraud, intentional misrepresentation, willful misconduct, waste, conversion, intentional failure
 to pay taxes or maintain insurance, filing for bankruptcy, ADA noncompliance, and environmental contamination, etc.), (2) a "Debt Service and Carry Guaranty" under the loan, which guarantees the payment of interest on the loan and other
 "Basic Carrying Costs", and (3) a "Guaranty of Completion" guaranteeing that the redevelopment work contracted to be performed will be completed as agreed. 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 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

 On May 6, 2021, MacKenzie Shoreline entered into a loan agreement with
 Pacific Premier Bank, in the amount of $ 17,650,000. The annual interest rate under the agreement is 3.65 % for the first 60 months,
 and a variable interest rate based on a 6-month CME Term Secured Overnight Financing Rate plus a margin of 3.00 percentage points, for months thereafter until maturity. The loan was obtained to finance the acquisition of Shoreline Apartments. The loan
 matures on June 1, 2032 and is secured by Shoreline Apartments. The loan requires interest only monthly payments through June
 30, 2027, and beginning July 1, 2027, monthly payments of principal and interests are due based on 360 months of amortization
 period. Accordingly, the outstanding loan balance as of June 30, 2024 and 2023, was $ 17,650,000, which is disclosed as a part
 of the mortgage notes payable in the consolidated balance sheets.

 First & Main Mortgage Notes Payable

 On January 4, 2021, First & Main entered into a loan agreement
 with Exchange Bank, in the amount of $ 12,000,000 at a fixed annual interest rate of 3.75 %. The loan was obtained to finance the acquisition of First & Main Office Building. The loan matures on February 1, 2026 and is secured by First & Main 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 $ 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 two years:

 2025

 $

 337,325

 $

 405,364

 2026

 10,626,030

 230,553

 Total

 $

 10,963,355

 $

 635,917

 First & Main Other Note Payables:

 Junior Debt

 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 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 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

 In June 2020, First & Main borrowed $ 151,000 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 December 2022. Monthly payments will be $ 731. The loan is disclosed as a part of the notes payable in the
 consolidated balance sheets.

 Solar System Loan (First & Main)

 In August 2020, First & Main borrowed $ 220,000 from The Wiseman Family Trust to fund the installation of the solar power system at First & Main Office Building. The loan will
 be paid back over a period of 10 years at an annual interest rate of 5 %. Monthly payments of principal and interest will be $ 1,486.
 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

 On April 12, 2019, 1300 Main entered into a loan agreement with Suncrest
 Bank, in the amount of $ 9,160,000 at a fixed annual interest rate of 4.55 % for the first 60 payments. Beginning May 25,
 2024, the interest rate will be calculated on the unpaid principal balance at an interest rate based on the Prime Rate as published in the Western Edition Wall Street Journal, plus a margin of 1 %. The loan was obtained to consolidate the construction loans obtained during the development and construction of the building. The loan matures on April 25, 2029, and is secured by 1300 Main Office Building. The loan requires monthly payments of principal and interest of $ 51,610 for 60 consecutive
 payments followed by 59 monthly payments of principal and interest of $ 60,674 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. 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. 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, 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
 payments on the loan for the next five years:

 2025

 $

 389,709

 $

 367,933

 2026

 377,129

 350,963

 2027

 394,900

 333,192

 2028

 412,646

 315,446

 2029

 6,593,966

 247,220

 Total

 $

 8,168,350

 $

 1,614,754

 1300 Main Other Notes Payable:

 SBA Loan

 On January 13, 2021, 1300 Main 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 July 2023. Monthly payments will be $ 731. 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

 On October 2, 2019, Woodland Corporate Center Two entered into a loan
 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 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
 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 $ 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 year:

 2025

 $

 6,626,543

 $

 92,832

 Total

 $

 6,626,543

 $

 92,832

 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 refinance the prior loan secured by the real property when it
 matured. 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
 maturity. 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, 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 year:

 2025

 $

 14,893,842

 $

 251,898

 Total

 $

 14,893,842

 $

 251,898

 Main Street West Other Notes Payable:

 SBA Loan

 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 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. The loan
 matures on September 30, 2028, and is secured by the vacant office building and the underlying parcel of land. The loan
 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
 term. 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

 On
 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. The loan
 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. The
 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. The initial
 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:

 2025

 $

 252,564

 $

 581,535

 2026

 263,665

 570,434

 2027

 275,253

 558,846

 2028

 250,402

 665,438

 2029

 253,672

 689,415

 12,303,773

 2,139,893

 Total

 $

 13,599,329

 $

 5,205,561

 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
 sheets. 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,
 2023.

 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
 term. 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:

 2025

 $

 143,245

 $

 495,287

 2026

 151,701

 485,957

 2027

 161,643

 476,015

 2028

 7,389,593

 465,422

 Total

 $

 7,846,182

 $

 1,922,681

 One Harbor Center Other
 Notes Payable:

 SBA Loan

 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
 Loan

 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:

 2025

 $

 81,300

 $

 327,367

 2026

 103,403

 386,998

 2027

 110,427

 379,973

 2028

 5,704,870

 62,777

 Total

 $

 6,000,000

 $

 1,157,115

 The below table
 presents the total loan outstanding at the underlying companies as of June 30, 2024, and the fiscal years those loans mature:

 2025

 $

 40,163,288

 2026

 11,739,585

 2027

 953,935

 2028

 8,075,914

 2029

 10,622,103

 45,753,549

 Total

 $

 117,308,374

 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
 Company.

 NOTE 11 – EARNINGS PER SHARE

 Basic earnings per share is computed using the weighted average number of shares outstanding. Diluted earnings per share is computed using the weighted average number of
 shares outstanding adjusted for the incremental shares attributed to potentially diluted securities. The following table sets forth the computation of basic and diluted earnings per share for years ended June 30, 2024 and 2023:

 Year Ended

 Year Ended

 Net loss attributable to common stockholders

 $

 ( 13,230,983

)

 $

 ( 4,793,006

)

 Basic and diluted weighted average common shares outstanding

 13,293,221.84

 13,282,927.98

 Basic and diluted earnings per share

 $

 ( 1.00

)

 $

 ( 0.36

)

 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 DRIP. 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
 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 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

 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:

 Period

 Total Number

 of Shares Repurchased

 Average Repurchase

 Price

 Total Repurchase

 Consideration

 During the year ended June 30, 2024

 Common stock

 September 1, 2023 through September 30, 2023

 64,092.00

 $

 7.38

 $

 472,999

 December 1, 2023 through December 31, 2023

 64,497.30

 7.38

 475,990

 June 1, 2024 through June 30, 2024

 948.76

 5.50

 5,218

 *

 129,538.06

 $

 954,207

 Series A Preferred stock

 December 1, 2023 through December 31, 2023

 400.00

 $

 22.75

 $

 9,100

 March 1, 2024 through March 31, 2024

 2,000.00

 22.00

 44,000

 June 1, 2024 through June 30, 2024

 999.50

 22.75

 22,739

 3,399.50

 $

 75,839

 * Cash in-lieu of fractional shares payout.

 Period

 Total Number

 of Shares Repurchased

 Average Repurchase

 Price

 Total Repurchase

 Consideration

 During the year ended June 30, 2023

 Common stock

 September 1, 2022 through September 30, 2022

 40,817.06

 $

 9.47

 $

 386,385

 December 1, 2022 through December 31, 2022

 44,048.79

 9.44

 415,968

 March 1, 2023 through March 31, 2023

 58,896.45

 7.38

 434,656

 June 1, 2023 through June 30, 2023

 60,298.00

 7.38

 444,999

 204,060.30

 $

 1,682,008

 Series A Preferred stock

 April 1, 2023 through April 30, 2023

 1,400.00

 $

 22.75

 $

 31,850

 NOTE 14 – STOCKHOLDER DIVIDENDS

 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:

 Dividends

 Series B Preferred Stock

 September 30, 2023

 $

 0.125

 $

 1,652,688

 $

 0.375

 $

 268,383

 $

 -

 $

 -

 December 31, 2023

 0.125

 1,652,367

 0.375

 276,600

 0.750

 2,222

 March 31, 2024

 0.125

 1,660,225

 0.375

 281,770

 0.750

 8,078

 0.125

 1,662,826

 0.375

 284,737

 0.750

 31,696

 $

 0.500

 $

 6,628,106

 $

 1.500

 $

 1,111,490

 $

 2.250

 $

 41,996

 *

 * 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
 exchange. 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

 Series A Preferred Units

 Series B Preferred Units

 September 30, 2023

 $

 0.125

 $

 10,372

 $

 0.375

 $

 177,930

 $

 -

 $

 -

 December 31, 2023

 0.125

 10,372

 0.375

 178,277

 -

 -

 March 31, 2024

 0.125

 10,373

 0.375

 323,681

 -

 -

 0.125

 10,279

 0.375

 342,654

 0.750

 21,606

 $

 0.500

 $

 41,396

 $

 1.500

 $

 1,022,542

 $

 0.750

 $

 21,606

 *

 * 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:

 Dividends

 September 30, 2022

 $

 0.105

 $

 1,390,290

 $

 0.375

 $

 87,884

 December 31, 2022

 0.110

 1,456,391

 0.375

 155,909

 March 31, 2023

 0.115

 1,520,985

 0.375

 209,620

 0.120

 1,586,863

 0.375

 242,188

 $

 0.450

 $

 5,954,529

 $

 1.500

 $

 695,601

 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

 September 30, 2022

 $

 0.105

 $

 9,403

 $

 0.375

 $

 107,626

 December 31, 2022

 0.110

 9,851

 0.375

 122,884

 March 31, 2023

 0.115

 10,299

 0.375

 177,222

 0.120

 10,229

 0.375

 177,589

 $

 0.450

 $

 39,782

 $

 1.500

 $

 585,321

 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 project. The total commitments as of June 30, 2024, amounted to $ 19.56 million.

 Schedule III- Real Estate Properties and Accumulated Depreciation

 Initial Costs

 Subsequent Acquisition

 Gross Amount Carried at

 Property:

 Acquisition Date

 Encumbrances at

 Land

 Building &

 Improvements

 Land

 Building &

 Improvements

 Accumulated

 Depreciation

 Commodore Apartment Building

 March 5, 2021

 $

 6,737,500

 $

 5,519,963

 $

 7,626,909

 $

 -

 $

 43,366

 $

 13,190,238

 $

 ( 857,966

)

 The Park View Building

 March 5, 2021

 8,387,500

 4,317,013

 11,927,323

 -

 81,285

 16,325,621

 ( 1,119,423

)

 October 4, 2021

 17,280,875

 8,704,577

 14,200,645

 -

 36,250

 22,941,472

 ( 1,373,138

)

 May 16, 2022

 17,608,676

 7,559,390

 20,429,810

 -

 197,173

 28,186,373

 ( 1,699,638

)

 Satellite Place

 June 1, 2022

 -

 2,966,129

 10,910,897

 -

 1,100,472

 14,977,498

 ( 1,467,706

)

 MRC Aurora

 May 6, 2022

 -

 3,050,000

 361,094

 -

 2,261,274

 5,672,368

 -

 July 23, 2022

 10,963,355

 966,314

 16,952,076

 -

 11,677

 17,930,067

 ( 871,246

)

 October 1, 2022

 8,168,350

 805,575

 14,643,311

 -

 6,244

 15,455,130

 ( 593,096

)

 January 3, 2023

 6,626,543

 1,840,468

 10,212,200

 -

 62,175

 12,114,843

 ( 577,567

)

 February 1, 2023

 14,730,887

 1,433,698

 25,220,403

 -

 67,134

 26,721,235

 ( 927,368

)

 220 Campus Lane Office Building

 September 1, 2023

 1,952,292

 1,357,288

 1,269,710

 -

 152,069

 2,779,067

 ( 30,002

)

 Campus Lane Residential

 September 1, 2023

 1,050,306

 1,503,758

 -

 16,239

 267,451

 1,787,448

 -

 Green Valley Executive Center

 January 1, 2024

 12,655,979

 1,352,864

 20,239,581

 -

 22,417

 21,614,862

 ( 388,845

)

 One Harbor Center

 May 1, 2024

 7,525,436

 1,364,866

 13,184,961

 -

 -

 14,549,827

 ( 120,651

)

 $

 113,687,699

 $

 42,741,903

 $

 167,178,920

 $

 16,239

 $

 4,308,987

 $

 214,246,049

 $

 ( 10,026,646

)

 A summary of activity for real estate and accumulated depreciation for the
 years ended June 30, 2024 and 2023:

 Real Estate

 2024

 2023

 Balance at the beginning of the year

 $

 169,647,797

 $

 96,299,620

 Additions - acquisitions

 44,598,252

 73,348,177

 Balance at the end of the year

 $

 214,246,049

 $

 169,647,797

 Accumulated Depreciation

 Balance at the beginning of the year

 $

 4,917,122

 $

 1,181,962

 Depreciation expense

 5,109,524

 3,735,160

 Balance at end of the year

 $

 10,026,646

 $

 4,917,122

 S-1

 SIGNATURES

 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.

 MACKENZIE REALTY CAPITAL, INC.

 (Registrant)

 By:

 /s/ Robert Dixon

 Robert Dixon

 Chief Executive Officer

 Date:

 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.

 Signature

 Title

 Date

 /s/ Robert Dixon

 Chief Executive Officer

 Robert Dixon

 (Principal Executive Officer)

 /s/ Angche Sherpa

 Chief Financial Officer

 Angche Sherpa

 (Principal Financial and Accounting Officer)

 /s/ Chip Patterson

 Chip Patterson

 /s/ Tim Dozois

 Tim Dozois

 /s/ Tom Frame

 Tom Frame