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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2023

 OR

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

 Commission
File Number 000-25991

BRIDGE CAPITAL, INC.

 New
 York

 11-3474831

 (State
 or other jurisdiction

 (I.R.S.
 Employer

 of
 incorporation or organization)

 Identification
 No.)

 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021

 (Address of Principal Executive Office) (Zip Code)

 (516) 444-3400

 (Registrant's telephone number, including area code)

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $.001 per share

 LOAN

 The
 Nasdaq Capital Market

 Securities
registered pursuant to section 12(g) of the Act: NONE

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

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

by check mark whether the registrant (1) has filed all reports 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 earlier 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

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 such files). Yes No

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

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.

by check mark whether any of these error correction 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).

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

 The
aggregate market value of the Registrant's voting and non-voting common shares held by non-affiliates of the Registrant on June
30, 2023, the last business day of the Registrant's most recently completed second fiscal quarter, computed by reference to the
closing price for a common share on the Nasdaq Capital Market on such date, was approximately $ 43,706,144. (For this computation, the
Registrant has excluded the market value of all common shares reported as beneficially owned by executive officers and directors of the
Registrant and certain other shareholders; such an exclusion shall not be deemed to constitute an admission that any such person is an
"affiliate" of the Registrant.)

 As
of March 11, 2024, the registrant has a total of 11,438,651 common shares outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

BRIDGE CAPITAL, INC.

 FORM
10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosure

 Item
 5.

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

 Item
 6.

 [Reserved]

 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.

 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 Shareholders Matters

 Item
 13.

 Certain Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K ("Report") contains forward-looking statements within the meaning of section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are typically identified by the words "believe,"
"expect," "intend," "estimate" and similar expressions. Those statements appear in a number of places
in this Report and include statements regarding our intent, belief or current expectations or those of our directors or officers with
respect to, among other things, trends affecting our financial condition and results of operations and our business and growth strategies.
These forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ
materially from those projected, expressed or implied in the forward-looking statements as a result of various factors (such factors
are referred to herein as "Cautionary Statements"), including but not limited to the following: (i) our loan origination
activities, revenues and profits are limited by available funds; (ii) we operate in a highly competitive market and competition may limit
our ability to originate loans with favorable interest rates; (iii) our Chief Executive Officer is critical to our business and our future
success may depend on our ability to retain him; (iv) if we overestimate the yields on our loans or incorrectly value the collateral
securing the loan, we may experience losses; (v) we may be subject to "lender liability" claims; (vi) our due diligence may
not uncover all of a borrower's liabilities or other risks to its business; (vii) borrower concentration could lead to significant
losses; (viii) we may choose to make distributions in our own stock, in which case you may be required to pay income taxes in excess
of the cash dividends you receive; and (ix) an increase in interest rates may impact our profitability. The accompanying information
contained in this Report, including the information set forth under "Management's Discussion and Analysis of Financial Condition
and Results of Operations", identifies important factors that could cause such differences. These forward-looking statements speak
only as of the date of this Report, and we caution potential investors not to place undue reliance on such statements. We undertake no
obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable
to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

 Unless
the context otherwise requires, all references in this Report to "Manhattan Bridge Capital," "the Company," "we,"
"us" and "our" refer to Manhattan Bridge Capital, Inc., a New York corporation, and its consolidated subsidiary,
MBC Funding II Corp. ("MBC Funding II"), a New York corporation.

 PART
I

 Item
1. Business

 We
are a New York-based real estate finance company that specializes in originating, servicing and managing a portfolio of first mortgage
loans. We offer short-term, secured, non-banking loans (sometimes referred to as "hard money" loans), which we may renew
or extend on, before or after their initial term expires, to real estate investors to fund their acquisition, renovation, rehabilitation
or improvement of properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. We are
organized and conduct our operations to qualify as a real estate investment trust for federal income tax purposes ("REIT").
We have qualified for taxation as a REIT beginning with our taxable year ended December 31, 2014. For reasons discussed below, our restated
certificate of incorporation restricts the acquisition and ownership of our capital stock to 4.0% of our outstanding shares of capital
stock, by value or number of shares, whichever is more restrictive.

 In
order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT taxable income to
our shareholders each year. To the extent we distribute less than 100% of our taxable income to our shareholders (but more than 90%)
we will maintain our qualification for taxation as a REIT, but the undistributed portion will be subject to regular corporate income
taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes. We also intend to operate our business in a
manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the "Investment
Company Act"). In addition, in order for us to qualify for taxation as a REIT, not more than 50% in value of our outstanding common
shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended
(the "Code") to include certain entities) at any time during the last half of each taxable year, and at least 100 persons
must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during a proportionate portion of a shorter
taxable year. To help ensure that we meet the tests, our restated certificate of incorporation restricts the acquisition and ownership
of our capital stock. The ownership limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or number of shares,
whichever is more restrictive. Assaf Ran, our Chief Executive Officer and founder, is exempt from this restriction.

 The
properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing.
Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of
the borrower, which guarantee may be collaterally secured by a pledge of the guarantor's interest in the borrower. The face amount
of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.3 million. Our lending policy limits the maximum
amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration)
and (ii) $3.5 million. Our loans typically have a maximum initial term of 12 months and bear interest at a fixed rate of 9% to 13.5%
per year. In addition, we usually receive origination fees or "points" ranging from 0% to 2% of the original principal amount
of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the
case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined
by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

 Since
commencing our business in 2007, except as set forth below, we have never foreclosed on a property, although sometimes we have renewed
or extended the term of a loan to enable the borrower to avoid premature sale or refinancing of the property. When we renew or extend
a loan, we generally receive additional "points" and other fees. In June 2023, we filed a foreclosure lawsuit relating to
one property, as a result of a deed transfer from the borrower to a buyer without our consent. In that instance, the buyer of the property
on which we had a valid mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the
loan payoff. In October 2023, we received the entire payoff amount for the loan receivable, including all unpaid fees, to rectify
the situation.

 Our
executive officers are experienced in hard money lending under various economic and market conditions. Loans are underwritten and structured
by our Chief Executive Officer, assisted by our Chief Financial Officer, and then managed and serviced principally by our Chief Financial
Officer and our internal team. A principal source of new transactions has been repeat business from prior customers and their referral
of new business. Loans are originated by our internal team, and we also receive leads for new business from real estate brokers, mortgage
brokers and a limited amount of advertising.

 Our
primary business objective is to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive
risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this objective by continuing to
selectively originate, fund loans secured by first mortgages on residential and commercial real estate held for investment located in
the New York metropolitan area, including New Jersey and Connecticut, and in Florida, and to carefully manage and service our portfolio
in a manner designed to generate attractive risk-adjusted returns across a variety of market conditions and economic cycles. We believe
that current market dynamics specifically the demand/supply imbalance for relatively small real estate loans, presents opportunities
for us to selectively originate high-quality first mortgage loans and we believe that these market conditions should persist for a number
of years. We have built our business on a foundation of intimate knowledge of the New York metropolitan area real estate market combined
with a disciplined credit and due diligence culture that is designed to protect and preserve capital. We believe that our flexibility
and ability to structure loans that address the needs of our borrowers without compromising our standards on credit risk, our expertise,
our intimate knowledge of the New York metropolitan area real estate market and our focus on newly originated first mortgage loans, has
defined our success until now and should enable us to continue to achieve our objectives.

 The
Market Opportunity

 Real
estate investment is a capital-intensive business that relies heavily on debt capital to acquire, develop, improve, construct, renovate
and maintain properties. We believe that the demand for relatively small loans to acquire, renovate or improve residential and commercial
real estate held around the New York metropolitan area, including New Jersey and Connecticut, and in Florida markets presents a compelling
opportunity to generate attractive returns for an established, well-financed, non-bank lender like us. We have competed successfully
in these markets notwithstanding the fact that many traditional lenders, such as banks and other institutional lenders, also service
this market. Our primary competitive advantage is our ability to approve and fund loans quickly and efficiently. In this environment,
characterized by a supply-demand imbalance for financing and increasing asset values, we believe we are well positioned to capitalize
and profit from these industry trends.

 We
believe there is a significant market opportunity for a well-capitalized "hard money" real estate finance company to originate
attractively priced loans with strong credit fundamentals. Particularly around the New York metropolitan area where real estate values
are relatively stable and substandard properties are being improved, rehabilitated and renovated, we believe there are many opportunities
for a "hard money" lender providing capital for these purposes to small scale developers. We further believe that our flexibility
to structure loans to suit the particular needs of our borrowers and our ability to close quickly make us an attractive alternative to
banks and other large institutional lenders for small real estate developers and investors.

 Our
Business and Growth Strategies

 Our
objective is to protect and preserve capital in a manner that provides for attractive risk-adjusted returns to our shareholders over
the long term, principally through dividends. We intend to achieve this objective by continuing to focus exclusively on selectively originating,
servicing and managing a portfolio of short-term real estate loans secured by first mortgages on real estate located in the New York
metropolitan area, including New Jersey and Connecticut, and in Florida, that are designed to generate attractive risk-adjusted returns
across a variety of market conditions and economic cycles. We believe that our ability to react quickly to the needs of borrowers, our
flexibility in terms of structuring loans to meet the needs of borrowers, our intimate knowledge of the New York metropolitan area real
estate market, our expertise in "hard money" lending and our focus on newly originated first mortgage loans, should enable
us to achieve this objective. Nevertheless, we will remain flexible in order to take advantage of other real estate related opportunities
that may arise from time to time, whether they relate to the mortgage market or, if we determine that it is in our best interest, to
make direct or indirect investments in real estate.

 Our
strategy to achieve our objective includes the following:

 capitalize
 on opportunities created by the long-term structural changes in the real estate lending market and the continuing demand for liquidity
 in the real estate market;

 take
 advantage of the prevailing economic environment as well as economic, political and social trends that may impact real estate lending
 currently and in the future as well as the outlook for real estate in general and particular asset classes;

 remain
 flexible in order to capitalize on changing sets of investment opportunities that may be present in the various points of an economic
 cycle; and

 operate
 so as to qualify for taxation as a REIT and for an exemption from registration under the Investment Company Act.

 In
furtherance of these strategies, we have a credit line agreement with Webster Business Credit Corporation ("Webster"), Flushing
Bank ("Flushing"), and Mizrahi Tefahot Bank Ltd. ("Mizrahi") whereby Webster, Flushing and Mizrahi have extended
us a $32.5 million credit line.

 Our
Competitive Strengths

 We
believe our competitive strengths include:

 Experienced
 management team. Our management team has successfully originated and serviced a portfolio of real estate mortgage loans generating
 attractive annual returns under varying economic and real estate market conditions. We expect that the experience of our management
 team will provide us with the ability to effectively deploy our capital in a manner that we believe will provide for attractive risk-adjusted
 returns but with a focus on capital preservation and protection.

 Long-standing
 relationships. A significant portion of our business comes from repeat customers with whom we have long-standing relationships. These
 customers are also a referral source for new borrowers. As long as these customers remain active real estate investors, they provide
 us with an advantage in securing new business and help us maintain a pipeline to attractive new opportunities that may not be available
 to many of our competitors or to the general market.

 Knowledge
 of the market. Our intimate knowledge of the real estate markets in the geographic areas in which we operate enhances our ability
 to identify attractive opportunities and helps distinguish us from many of our competitors.

 Disciplined
 lending. We seek to maximize our risk-adjusted returns, and preserve and protect capital, through our disciplined and credit-based
 approach. We utilize rigorous underwriting and loan closing procedures that include numerous checks and balances to evaluate the
 risks and merits of each potential transaction. We seek to protect and preserve capital by carefully evaluating the conditions of
 various properties, property locations, and the creditworthiness of the guarantors.

 Vertically-integrated
 loan origination platform. We manage and control the loan process from origination through closing with our own personnel and independent
 legal counsel and appraisers, with whom we have long relationships, who together constitute a highly experienced team in credit evaluation,
 underwriting and loan structuring. We also believe that our procedures and experience allow us to quickly and efficiently execute
 opportunities we deem desirable.

 Structuring
 flexibility. As a relatively small, non-bank real estate lender, we can move quickly and have much more flexibility than traditional
 lenders to structure loans to suit the needs of our clients. Our ability to customize financing structures to meet borrowers'
 needs is one of our key business strengths.

 No
 legacy issues. Unlike many of our competitors, we are not burdened by distressed legacy real estate assets. We do not have a legacy
 portfolio of lower-return or problem loans that could potentially dilute the attractive returns we believe are available in the current
 liquidity-challenged environment and/or distract and monopolize our management team's time and attention. We do not have any
 adverse credit exposure to, and we do not anticipate that our performance will be negatively impacted by, previously purchased assets.

 Our
Real Estate Lending Activities

 Our
real estate lending activities involve originating, funding, servicing and managing short-term loans (i.e.: loans with an initial term
of not more than one year), secured by first mortgage liens on real estate property located in the New York metropolitan area, including
New Jersey and Connecticut, and in Florida, held for investment or resale. Generally, borrowers use the proceeds from our loans for one
of three purposes: (i) to acquire and renovate existing residential (single, two or three family) real estate properties; (ii) to acquire
vacant land and construct residential real properties; and (iii) to purchase and hold income producing properties. Our mortgage loans
are structured to fit the needs and business plans of the borrowers. Revenue is generated primarily from the interest borrowers pay on
our loans and, to a lesser extent, loan fee income generated on the origination and extension of loans.

 Most
of our loans are funded in full at the closing. However, our loan portfolio includes a number of construction loans, which are only partially
funded at closing. At December 31, 2023 and 2022, our unfunded commitment was approximately $7.98 million and $8.58 million, respectively.
Advances under construction loans are funded against requests supported by all required documentation as and when needed to pay contractors
and other costs of construction. In the case of construction loans, the borrower will either deliver multiple notes or one global note
for the entire commitment. In either case, interest only accrues on the funded portion of the loan.

 In
general, our strategy is to service and manage the loans we originate until they are paid. However, there have been a few instances where
we have either used loans as collateral, or sold participating interests in loans. At December 31, 2023, most of our loans are secured
by properties located around the New York metropolitan area. Most of the properties we finance are residential, although on occasion
they are classified as commercial. However, in all instances the properties are held only for investment by the borrowers. Most of these
properties do not generate any cash flow.

 The
typical terms of our loans are as follows:

 Principal
amount – In the last seven years, a minimum of $40,000 to a maximum of $3.3 million. Our lending policy limits the maximum
loan amount to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration) and (ii)
$3.5 million.

 Loan-to-Value
Ratio - Up to 75%, and/or up to 80% of construction costs.

rate - Most of the loans in our portfolio have a fixed rate of typically 9% to 13.5%.

 Term
 - Generally, one year with early termination in the event of a sale of the property or a refinancing. We entertain requests for granting
extensions under certain conditions.

 Prepayments
 - Borrower may prepay the loan at any time beginning three months after the funding date and in some instances, we waive prepayment
fees.

 Covenants
 - To timely pay all interest on the loan and to maintain hazard insurance with respect to the property.

 Events
of default - Include: (i) failure to comply with the loan terms; (ii) breach of a covenant.

 Payment
terms - Interest only is payable monthly in arrears. Principal is due in a "balloon" payment at the maturity date.

 Escrow
 - None.

 Reserves
 - None.

 Security
 - The loan is evidenced by a promissory note, which is secured by a first mortgage lien on the real property owned by the borrower.
In addition, each loan is guaranteed by the principals of the borrower, which may be collaterally secured by a pledge of the guarantor's
interest in the borrower.

 Fees
and Expenses - Borrowers generally pay an origination fee equal to 0% to 2% of the loan amount. If we agree to extend the term of
the loan, we usually collect the same origination fee we charged on the initial funding of the loan. In addition, borrowers in some cases
also pay a processing fee, wire fee, bounced check fee, assignment fee and, in the case of construction loans, check requisition fee
for each draw from the loan. Finally, the borrower pays all expenses relating to obtaining the loan including the cost of a property
appraisal, and all title, recording fees and legal fees.

 Operating
Data

 The
continued increase in interest rates adversely impacts our interest costs, and also results in less competition and less liquidity in
the real estate market. We have experienced a slowdown in the deployment of capital, as well as lower demand for new loans. We are increasing
the interest rates charged on our commercial loans in order to offset our increased interest costs. In addition, most of our loans contain
an adjustable interest rate clause allowing us to charge no less than the prime rate plus 3% on the outstanding loans.

 Our
loan portfolio

 The
following table highlights certain information regarding our real estate lending activities for the periods indicated:

 Year Ended December 31,

 ($ in thousands)

 2023

 2022

 Loans originated

 $
 56,301

 $
 60,916

 Loans repaid

 $
 57,736

 $
 52,147

 Mortgage lending revenues

 $
 9,796

 $
 8,571

 Mortgage lending expenses

 $
 2,528

 $
 1,827

 Number of loans outstanding

 Principal amount of loans earning interest

 $
 73,048

 $
 74,483

 Average outstanding loan balance

 $

 $

 Percent of loans secured by New York metropolitan area properties, including in New Jersey and Connecticut (1)

 97.50
 %

 95.90
 %

 Weighted average contractual interest rate

 11.49
 %

 10.44
 %

 Weighted average term to maturity (in months) (2)

 6.77

 6.23

 (1)

 Calculated
 based on the number of loans.

 (2)

 Without
 giving effect to extension options.

 At
December 31, 2023 and 2022, no single loan, borrower or group of affiliated borrowers accounted for more than 10% of our loan portfolio.

 The
following table sets forth information regarding the types of properties securing our mortgage loans outstanding at December 31, 2023
and 2022, and the interest earned, on the active loans, in each category (dollars in thousands):

 2023

 2022

 Number of
 Loans

 Earned

 Percentage

 Number of
 Loans

 Earned

 Percentage

 Residential

 $
 4,504

 %

 $
 3,940

 %

 Commercial

 %

 %

 Mixed Use

 %

 %

 Total

 $
 5,362

 %

 $
 4,901

 %

 Our
Origination Process and Underwriting Criteria

 We
primarily rely on our relationships with existing and former borrowers, real estate investors, real estate brokers, loan initiators,
and mortgage brokers to originate loans. Many of our borrowers are "repeat customers." When underwriting a loan, the primary
focus of our analysis is the value of a property and the credit worthiness of the borrower and its principals. Prior to making a final
decision on a loan application we conduct extensive due diligence of the borrower and its principals. In terms of the property, we require
an assessment report and evaluation. We also order title, lien and judgment searches. We will also evaluate the neighborhood in order
to determine the liquidity of the property. Finally, we analyze and assess financial and operational data provided by the borrower relating
to its operation and maintenance of the property. In terms of the borrower and its principals, we usually obtain third party credit reports
from one of the major credit reporting services as well as personal financial information provided by the borrower and its principals.
We analyze all this information carefully prior to making a final determination. Ultimately, our decision is based on our conclusions
regarding the value of the property, which takes into account factors such as the neighborhood in which the property is located, the
current use and potential alternative use of the property, current and potential net income from the property, the local market, sales
information of comparable properties, existing zoning regulations, the creditworthiness of the borrower and its principals and their
experience in real estate ownership, construction, development and management. In conducting our due diligence, we rely, in part, on
third party professionals and experts including appraisers, title insurers and attorneys.

 Before
a loan commitment is issued, the loan must be reviewed and approved by our Chief Executive Officer. Our loan commitments are generally
issued subject to receipt by us of title documentation and title report, in a form satisfactory to us, for the underlying property. We
require a personal guarantee from the principal or principals of the borrower.

 Our
Current Financing Strategies

 Our
financing strategies are critical to the success and growth of our business. Our financing strategies at this time are limited to equity
and debt offerings, as well as lines of credit from banks. Our principal capital raising transactions have consisted of the following:

 Credit
line. Currently, we have a credit line with Webster, Flushing, and Mizrahi pursuant to which we are eligible to borrow up to $32.5
million against assignments of mortgages and other collateral (the "Webster Credit Line"), as described in Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations - "Liquidity
and Capital Resources" below. As of December 31, 2023, the interest rates under the Webster Credit Line equaled (i) the Secured
Overnight Financing Rate ("SOFR") plus a premium, which rate aggregated 8.96%, including a 0.5% agency fee, or (ii) a Base
Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% plus a 0.5% agency fee, as chosen by the Company for each drawdown.
(See Note 5 to the financial statements included elsewhere in this Report.) As of December 31, 2023 and March 4, 2024, $25,152,338 and
$25,568,012, respectively, was outstanding under the Webster Credit Line. The following table shows our capitalization, including our
financing arrangements, and our loan portfolio as of December 31, 2023:

 Capitalization ($ in thousands):

 Debt:

 Line of credit

 $
 25,152

 Senior secured notes (net of deferred financing costs of $172)

 5,828

 Total debt

 30,980

 Other liabilities

 2,522

 Capital (equity)

 42,933

 Total sources of capital

 $
 76,435

 Assets:

 Loans

 $
 73,048

 Other assets

 3,387

 Total assets

 $
 76,435

 Competition

 The
real estate finance market around the New York metropolitan area is highly competitive. We face competition for lending and investment
opportunities from a variety of institutional lenders and investors and many other market participants, including specialty finance companies,
mortgage/other REITs, commercial banks and thrift institutions, investment banks, insurance companies, hedge funds and other financial
institutions as well as private equity funds, family offices and high net worth individuals. Many of these competitors enjoy competitive
advantages over us, including greater name recognition, established lending relationships with customers, financial resources, and access
to capital. However, we have seen less competition and less liquidity in the real estate market due to the interest rate increases in
recent years. We also believe that we benefit from our low equity-to-debt ratio in the current market condition.

 Notwithstanding
some of our competitive disadvantages, we believe we have carved a niche for ourselves among small real estate developers, owners and
contractors throughout the New York metropolitan area because of our ability to structure each loan to suit the needs of each individual
borrower and our ability to act quickly. In addition, we believe we have developed a reputation among these borrowers as offering reasonable
terms and providing outstanding customer service. We believe our future success will depend on our ability to maintain and capitalize
on our existing relationships with borrowers and brokers and to expand our borrower base by continuing to offer attractive loan products,
remain competitive in pricing and terms, and provide superior service.

 In
addition, we have also begun operating in the New Jersey, Connecticut and Florida markets. As we have not operated in those markets for
an extended period of time, we have faced competition from more established lenders, as well as some smaller lenders, in those markets.

 Sales
and Marketing

 We
rely on our internal team to generate lending opportunities as well as referrals from existing or former borrowers, brokers and bankers
and advertising to generate lending opportunities. A principal source of new transactions has been repeat business from prior customers
and their referral of new leads. We also engage with third parties in order to support sales and marketing efforts as needed.

 Intellectual
Property

 Our
business does not depend on exploiting or leveraging any intellectual property rights. To the extent we own any rights to intellectual
property, we rely on a combination of federal, state and common law trademarks, service marks and trade names, copyrights and trade secret
protection. We have registered some of our trademarks and service marks in the United States Patent and Trademark Office including "Manhattan
Bridge Capital".

 The
protective steps we have taken may not deter misappropriation of our proprietary information. These claims, if meritorious, could require
us to license other rights or subject us to damages and, even if not meritorious, could result in the expenditure of significant financial
and managerial resources on our part.

 Employees

 As
of December 31, 2023, we employed five employees. In addition, during 2023 we used outside lawyers and other independent professionals
to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers were used to assist management in
evaluating the worth of collateral, when deemed necessary by management. We also used construction inspectors as well as mortgage brokers
and deal initiators.

 Regulation

 Our
operations are subject, in certain instances, to supervision and regulation by state and federal governmental authorities and may be
subject to various laws and judicial and administrative decisions imposing various requirements and restrictions. In addition, we may
rely on exemptions from various requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange
Act, the Investment Company Act and ERISA. These exemptions are sometimes highly complex and may in certain circumstances depend on compliance
by third parties who we do not control.

 Regulation
of Commercial Real Estate Lending Activities

 Although
most states do not regulate commercial finance, certain states impose limitations on interest rates and other charges and on certain
collection practices and creditor remedies, and require licensing of lenders and financiers and adequate disclosure of certain contract
terms. We also are required to comply with certain provisions of, among other statutes and regulations, certain provisions of the Equal
Credit Opportunity Act that are applicable to commercial loans, The USA PATRIOT Act, regulations promulgated by the Office of Foreign
Asset Control and federal and state securities laws and regulations.

 Investment
Company Act Exemption

 Although
we reserve the right to modify our business methods at any time, we are not currently required to register as an investment company under
the Investment Company Act. However, we cannot assure you that our business strategy will not evolve over time in a manner that could
subject us to the registration requirements of the Investment Company Act.

 Section
3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily,
or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment
Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value
of the issuer's total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer
to as the 40% test.

 We
rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act which excludes from the definition of investment
company "[a]ny person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment
type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses... (C) purchasing
or otherwise acquiring mortgages and other liens on and interests in real estate." This exception generally requires that at least
55% of an entity's assets be comprised of mortgages and other liens on and interests in real estate, also known as "qualifying
interests," and at least another 25% of the entity's assets must be comprised of real estate-type interests reduced by any
amount of qualifying interests that the entity holds in excess of the 55% minimum limit (with no more than 20% of the entity's
assets comprised of miscellaneous assets). At the present time, we qualify for the exception under this section and our current intention
is to continue to focus on originating short-term loans secured by first mortgages on real property. However, if, in the future, we do
acquire non-real estate assets without the acquisition of substantial real estate assets, we may be deemed to be an "investment
company" and be required to register as such under the Investment Company Act, which could have a material adverse effect on us.

 If
we were required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation
with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons
(as defined in the Investment Company Act), portfolio composition, including restrictions with respect to diversification and industry
concentration, and other matters.

 Qualification
for exclusion from the definition of an investment company under the Investment Company Act will limit our ability to make certain investments.
In addition, complying with the tests for such exclusion could restrict the time at which we can acquire and sell assets.

 Environmental
Laws

 Our
borrowers, who own properties, may be subject to various environmental laws of federal, state and local governments. To the extent that
an owner of a property underlying one of our debt instruments becomes liable for removal costs, the ability of the owner to make payments
to us may be reduced, which in turn may adversely affect the value of the relevant mortgage asset held by us and our ability to make
distributions to our shareholders. To date, our borrowers' compliance with existing laws has not had a material adverse effect
on our earnings and we do not have reason to believe it will have such an impact in the future. However, we cannot predict the impact
of unforeseen environmental contingencies or new or changed laws or regulations on the properties owned by our borrowers.

 Available
information

 We
make available our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports
filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act), as amended, free
of charge on our website at www.manhattanbridgecapital.com, as soon as reasonably practicable after they are electronically filed with
or furnished to the Securities and Exchange Commission. The information on our website is not incorporated by reference into this Report.

 Item
1A. Risk Factors

 The
following risk factors, among others, could affect our actual results of operations and could cause our actual results to differ materially
from those expressed in forward-looking statements made by us. These forward-looking statements are based on current expectations and
except as required by law we assume no obligation to update this information. You should carefully consider the risks described below
and elsewhere in this Report before making an investment decision. Our business, financial condition or results of operations could be
materially adversely affected by any of these risks. Our common stock is considered speculative and the trading price of our common stock
could decline due to any of these risks, and you may lose all or part of your investment. The following risk factors are not the only
risk factors facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may
also affect our business.

 Summary
of Risk Factors

 Our
business is subject to a number of risks, including risks that may adversely affect our business, financial condition and results of
operations. These risks are discussed more fully below and include, but are not limited to, risks related to:

 Risks
Relating to Our Business

 our
 loan origination activities, revenues and profits are limited by available funds;

 the
 competitive real estate lending market and competition;

 our
 investment, leverage and financing strategies;

 the
 broad authority of our management team in making lending decisions and their importance to our business;

 the
 impact of potential security breaches;

 Risks
Related to Our Portfolio

 the
 impact of interest rates on our borrowing and business and the requirement to meet covenants contained in our credit line facility;

 the
 impact of overestimating loan yields or the value of collateral and interest rate fluctuations;

 market
 conditions for mortgages and mortgage-related assets;

 extension
 of existing loans;

 potential
 lender liability claims;

 the
 impact of the timing of prepayment of loans;

 the
 liquidity of our loan portfolio;

 the
 geographic concentration of our loan portfolio;

 our
 exposure to economic slowdowns or recessions;

 our
 ability to foreclose as promptly as may be necessary;

 potential
 liability relating to environmental matters;

 loan
 defaults;

 casualty
 events occurring on properties securing our loans;

 borrower
 concentration;

 Risks
Related to Financing Transactions

 complying
 with covenants in our existing credit line;

 our
 use of leverage;

 Risks
Related to REIT Status and Investment Company Act Exemption

 potential
 challenges by the Internal Revenue Service (the "IRS");

 compliance
 with REIT requirements, including REIT distribution requirements;

 potential
 tax liabilities and our reliance on tax and legal advice on our REIT status;

 the
 impact of our distributions and the tax impact of our dividend payments;

 the
 impact of the liquidation of our assets;

 the
 ownership restrictions set forth in our restated certificate of incorporation;

 our
 ability to generate sufficient cash flow to make distributions;

 the
 impact of being deemed an investment company under the Investment Company Act;

 Risks
Related to Our Common Shares

 the
 potential for our largest shareholder's interests not aligning with those of our other
 shareholders;

 Risks
Related to Our Organization and Structure

 the
 impact of certain provisions of New York law;

 our
 capital structure may prevent a change in control and the limited rights of shareholders to take action against our officers and
 directors;

 Risks
Related to the Notes issued by MBC Funding II

 our
 shareholders and noteholders may not have aligned interests;

 the
 restrictive covenants in the indenture (the "Indenture"), dated April 25, 2016, among MBC Funding, as Issuer, the Company,
 as Guarantor, and Worldwide Stock Transfer LLC, as Indenture Trustee (the "Indenture Trustee") relating to the notes
 issued to certain noteholders (the Noteholders");

 the
 potential lack of protection against certain events that may impact the obligations under the Notes;

 our
 inherent conflict of interest with MBC Funding II;

 the
 potential lack of ability of the Indenture Trustee and Noteholders to enforce their rights;

 the
 impact of bankruptcy on us or MBC Funding II;

Risk Factors

 access
 to financing;

 the
 limited trading and volatility in our common stock;

 future
 events that may impact the price of our common stock; and

 future
 offerings may adversely affect the market and our stockholders.

 Risks
Related to Our Business

 Our
loan origination activities, revenues and profits are limited by available funds. If we do not increase our working capital, we will
not be able to grow our business.

 As
a real estate finance company, our revenue and net income is limited to interest received or accrued on our loan portfolio. Our ability
to originate real estate loans is limited by the funds at our disposal. As of March 4, 2024, we had approximately $6.9 million of borrowing
availability under the Webster Credit Line. We intend to use the proceeds from the repayment of loans outstanding and the additional
borrowing capacity under the Webster Credit Line to originate real estate loans. Nevertheless, if demand for our mortgage loans increases,
we cannot assure you that we will be able to capitalize on this demand given the limited funds available to us to originate loans.

 We
operate in a highly competitive market and competition may limit our ability to originate loans with favorable interest rates.

 We
operate in a highly competitive market, and we believe these conditions will persist for the foreseeable future as the financial services
industry continues to consolidate, producing larger, better capitalized and more geographically diverse companies with broad product
and service offerings. Thus, our profitability depends, in large part, on our ability to compete effectively. Our competition includes
mortgage/other REITs, specialty finance companies, savings and loan associations, banks, mortgage banks, insurance companies, mutual
funds, pension funds, private equity funds, hedge funds, institutional investors, investment banking firms, non-bank financial institutions,
governmental bodies, family offices and high net worth individuals. We may also compete with companies that partner with and/or receive
financing from the U.S. Government. Many of our competitors are substantially larger and have considerably greater financial, technical,
marketing and other resources than we do. In addition, larger and more established competitors may enjoy significant competitive advantages,
including enhanced operating efficiencies, more extensive referral networks, greater and more favorable access to investment capital
and more desirable lending opportunities. Several of these competitors, including mortgage REITs, have recently raised or are expected
to raise, significant amounts of capital, which enables them to make larger loans or a greater number of loans. Some competitors may
also have a lower cost of funds and access to funding sources that may not be available to us, such as funding from various governmental
agencies or under various governmental programs for which we are not eligible. 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 possible loan transactions or to offer
more favorable financing terms than we would. Finally, as a REIT and because we operate in a manner so as to be exempt from the requirements
of the Investment Company Act, we may face further restrictions to which some of our competitors may not be subject. As a result, we
may find that the pool of potential borrowers available to us is limited. We cannot assure you that the competitive pressures we face
will not have a material adverse effect on our business, financial condition and results of operations.

 We
may change our investment, leverage, financing and operating strategies, policies or procedures without shareholder consent, which may
adversely affect the market value of our common shares and our ability to make distributions to shareholders.

 We
may amend or revise our policies, including our policies with respect to growth strategy, operations, indebtedness, capitalization, financing
alternatives and underwriting criteria and guidelines, or approve transactions that deviate from our existing policies at any time, without
a vote of, or notice to, our shareholders. For example, we may decide that in order to compete effectively, we should relax our underwriting
guidelines and make riskier loans, which could result in a higher default rate on our portfolio. We may also decide to expand our business
focus to other targeted asset classes, such as participation interests in mortgage loans, mezzanine loans and subordinate interests in
mortgage loans. We could also decide to adopt investment strategies that include securitizing our portfolio, hedging transactions and
swaps. We may even decide to broaden our business to include acquisitions of real estate assets, which we may or may not operate. Finally,
as the market evolves, we may determine that the residential and commercial real estate markets do not offer the potential for attractive
risk-adjusted returns for an investment strategy that is consistent with our intention to remain qualified for taxation as a REIT and
to operate in a manner to remain exempt from registration under the Investment Company Act. If we believe it would be advisable for us
to be a more active seller of loans and/or interests thereon, we may determine that we should conduct such business through a taxable
REIT subsidiary or that we should cease to maintain our qualification for taxation as a REIT. These changes may increase our exposure
to interest rate risk, default risk, financing risk and real estate market fluctuations, which could adversely affect our business, operations
and financial conditions as well as the value of our securities and our ability to make distributions to our shareholders.

 Management
has broad authority to make lending decisions. If management fails to generate attractive risk-adjusted loans on a consistent basis,
our revenue and income could be materially and adversely affected and the market price of a share of our common shares is likely to decrease.

 Our
board of directors has given management broad authority to make decisions to originate loans. The only limitation imposed by the board
of directors is that no single loan may exceed the lower of (i) 9.9% of our loan portfolio (without taking into account the loan under
consideration) and (ii) $3.5 million. Within these broad guidelines, our Chief Executive Officer has the absolute authority to make all
lending decisions. Thus, management could authorize transactions that may be costly and/or risky, which could result in returns that
are substantially below expectations or that result in losses, which would materially and adversely affect our business operations and
results. Further, management's decisions may not fully reflect the best interests of our shareholders. Our board of directors may
periodically review our underwriting guidelines but will not, and will not be required to, review all of our proposed loans. In conducting
periodic reviews, our board of directors will rely primarily on information provided to them by management.

 Our
Chief Executive Officer and Chief Financial Officer are each critical to our business and our future success may depend on our ability
to retain them. In addition, as our business grows we will need to hire additional personnel.

 Our
future success depends to a significant extent on the continued efforts of our founder, president and Chief Executive Officer, Assaf
Ran, and our Chief Financial Officer, Vanessa Kao. Mr. Ran generates most, if not all, of our loan applications, supervises all aspects
of the underwriting and due diligence process in connection with each loan, structures each loan and has absolute authority (subject
only to the maximum amount of the loan) as to whether or not to approve the loan. Ms. Kao services all loans in our portfolio. If Mr.
Ran is unable to continue to serve as our Chief Executive Officer on a full-time basis, we might not be able to generate sufficient loan
applications and our business and operations would be adversely affected. In addition, in the future we may need to attract and retain
qualified senior management and other key personnel, particularly individuals who are experienced in the real estate finance business
and people with experience in managing a mortgage REIT. If we are unable to recruit and retain qualified personnel in the future, our
ability to continue to operate and to grow our business will be impaired.

 Terrorist
attacks and other acts of violence or war may affect the real estate industry generally and our business, financial condition and results
of operations.

 The
risk of terrorist attacks by extremist groups has risen over the last few years. Any future terrorist attacks, the anticipation of any
such attacks, and the consequences of any military or other response by the United States and its allies may have an adverse impact on
the U.S. financial markets and the economy in general. In addition, a significant terrorist attack in New York City could have a material
adverse impact on the New York real estate market, which, in turn, could make it more difficult for our borrowers to repay their loans.
We cannot predict the severity of the effect that any such future events would have on the U.S. financial markets, including the real
estate capital markets, the economy or our business. Any future terrorist attacks could adversely affect the credit quality of some of
our loan portfolio. We may suffer losses as a result of the adverse impact of any future terrorist attacks and these losses may adversely
impact our results of operations.

 The
enactment of the Terrorism Risk Insurance Act of 2002, or the TRIA, and the subsequent enactment of the Terrorism Risk Insurance Program
Reauthorization Act of 2007, which extended TRIA through the end of 2020, which in turn was extended by the Terrorism Risk Insurance
Program Reauthorization Act of 2019 through the end of 2027 requires insurers to make terrorism insurance available under their property
and casualty insurance policies in order to receive federal compensation under TRIA for insured losses. However, this legislation does
not regulate the pricing of such insurance. The absence of affordable insurance coverage may adversely affect the general real estate
lending market, lending volume and the market's overall liquidity and may reduce the number of suitable financing opportunities
available to us and the pace at which we are able to make loans. If property owners are unable to obtain affordable insurance coverage,
the value of their properties could decline and in the event of an uninsured loss, we could lose all or a portion of our investment.

 Our
existing credit line has numerous covenants. If we are unable to comply with these covenants, or obtain necessary waivers, the outstanding
amount of the loan could become due and payable.

 The
Webster Credit Line contains various covenants and restrictions that are typical for these kinds of credit facilities, including limiting
the amount that we can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations
on the terms of loans we make to our customers. If we fail to meet or satisfy any of these covenants, or fail to obtain a waiver in the
event we do fail to meet or satisfy any of these covenants, we would be in default under our agreement with Webster, Flushing and Mizrahi,
and Webster, Flushing and/or Mizrahi could elect to declare outstanding amounts due and payable, terminate its commitments to us, require
us to post additional collateral and/or enforce their interests against existing collateral. Acceleration of our debt to Webster, Flushing
and/or Mizrahi could significantly reduce our liquidity or require us to sell our assets to repay amounts due and outstanding. This would
significantly harm our business, financial condition, results of operations and ability to make distributions and could result in the
foreclosure of our assets which secure our obligations, which could cause the value of our outstanding securities to decline. A default
could also significantly limit our financing alternatives such that we would be unable to pursue our leverage strategy, which could adversely
affect our returns.

 Our
indebtedness could adversely affect our financial flexibility and our competitive position.

 We
have, and expect that we will continue to have a significant amount of indebtedness. As of December 31, 2023, we had approximately $31.0
million of debt outstanding, consisting of the amounts outstanding under the Webster Credit Line and the balance of senior secured notes.
As of March 4, 2024, another $6.9 million was available under the recently amended Webster Credit Line. This level of indebtedness increases
the risk that we may be unable to generate cash sufficient to pay amounts due in respect of the indebtedness. Our indebtedness could
have other important consequences to you and significantly impact our business. For example, it could:

 make
 it more difficult for us to satisfy our obligations;

 increase
 our vulnerability to adverse changes in general economic, industry and competitive conditions;

 require
 us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the
 availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

 limit
 our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

 limit
 our ability to make material acquisitions or take advantage of business opportunities that may arise;

 expose
 us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest;

 place
 us at a competitive disadvantage compared to our competitors that have less debt;

 limit
 our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution
 of our business plan or other general corporate purposes on reasonable terms or at all;

 reduce
 the amount of surplus funds distributable by our subsidiary to us for use in our business, such as for the payment of indebtedness
 and dividends to our shareholders; and

 lead
 us to elect to make additional investments in our subsidiary if their cash flow from operations is insufficient for them to make
 payments on their indebtedness.

 We
may incur additional debt, which could exacerbate the risks associated with our leverage.

 We
and our subsidiary may incur substantial additional indebtedness in the future. The covenants in the agreement governing the Webster
Credit Line may limit our ability and the ability of our subsidiary to incur additional indebtedness. To the extent that we are nevertheless
able to incur additional indebtedness or such other obligations, the risks associated with our indebtedness described above, including
our possible inability to service our debt, will increase.

 While
we are implementing protocols to prevent future cyber-security incidents, these protocols may not prevent future incidents and any significant
similar future incidents could expose us to liability and have a negative impact on our business and our reputation.

June 2022, we experienced a cybersecurity incident in which one of our unused computer servers as well as one of our executive's
personal computers were hacked and rendered inoperable. We did not suffer any financial loss as a result of the cybersecurity incident,
though it is possible that unauthorized individuals did obtain copies of our clients' records. To date, the cybersecurity incident
has not had any effect on our ability to meet our financial obligations, including our ability to carry out our operations and business
activities.

 We
are constantly exploring new and advanced security protection measures to prevent future cybersecurity incidents. These steps may include
working with a cybersecurity consultant as well as potential additional measures. We continually assess cybersecurity threats and make
investments to increase internal protection, detection, and response capabilities to address this risk. To date, we have not experienced
any material impact to the business or operations resulting from information or cybersecurity attacks, including the incident mentioned
above; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks,
there is the potential for us to be adversely impacted. In addition, any cybersecurity breach could compromise our networks and the information
stored there could be accessed, publicly disclosed, lost or stolen. In addition, such cybersecurity breach could impact our borrowers
if sensitive borrower information is compromised. Any such access, disclosure or other loss of information could result in legal claims
or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations
and the services we provide to customers or damage our reputation, which could materially and adversely affect us. This impact could
result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. See Item 1C.
" Cybersecurity ", for additional information.

 Risks
Related to Our Portfolio

rate fluctuations could reduce our ability to generate income and may cause losses.

 Our
primary interest rate exposures relate to the yield on our loan portfolio and the financing cost of our debt. In that regard, we have
observed a steady increase in interest rates on our debt which, if rates continue to remain high, may have an impact on our income, as
well as may impact the rate of our dividends. Our operating results depend, in part, on differences between the interest income generated
by our loan portfolio net of credit losses and our financing costs. Thus, changes in interest rates will affect our revenue and net income
in one or more of the following ways:

 an
 increase or continued high level in the SOFR rate impacts our cost of borrowing under the Webster Credit Line;

 our
 operating expenses may increase;

 our
 ability to originate loans may be adversely impacted;

 to
 the extent we use our credit line or other forms of debt financing to originate loans, our borrowing costs would rise, reducing the
 "spread" between our cost of funds and the yield on our outstanding mortgage loans, which tend to be fixed rate obligations;

 a
 rise in, or high level of, interest rates may discourage potential borrowers from refinancing existing loans or defer plans to renovate
 or improve their properties;

 a
 drop in interest rates may reduce our revenues by requiring us to reduce the interest rates we charge potential borrowers;

 borrower
 default rates may increase;

 property
 values may be negatively impacted, making our existing loans riskier and new loans that we originate smaller; and

 rising
 or continued high interest rates could also result in reduced turnover of properties which may reduce the demand for new mortgage
 loans.

 Rising
or continued high interest rates may reduce our profitability and may cause losses.

 Our
borrowings under the Webster Credit Line are currently subject to SOFR. In addition, in the future we may enter into financing arrangements
that may be determined by reference to floating rates, such as SOFR or a Treasury index, and the amount of the cost of borrowing may
depend on the level and movement of interest rates. The U.S. Federal Reserve has raised interest rates significantly since March 2022.
The continued increases in, and current high level of, interest rates have adversely impact our interest costs. We have experienced a
slowdown in the deployment of capital and lower demand for new loans. We have increased the interest rates charged on our commercial
loans in order to offset our increased interest costs. In addition, most of our loans contain an adjustable interest rate clause allowing
us to charge no less than the prime rate plus 3% on the outstanding loans. We also believe that we benefit from our low equity-to-debt
ratio in the current market condition. However, in the event of additional increases in, or sustained high levels of, interest rates,
our borrowing costs would increase further or remain elevated which would adversely affect our results of operations and financial condition
and may negatively impact our distributions to shareholders.

 If
we overestimate the yields on our loans or incorrectly value the collateral securing the loan, we may experience losses.

 Loan
decisions are typically made based on the credit-worthiness of the borrower and the value of the collateral securing the loan. We cannot
assure you that our assessments will always be accurate or the circumstances relating to a borrower or the collateral will not change
during the loan term, which could lead to losses and write-offs. Losses and write-offs could materially and adversely affect our business,
operations and financial condition and the market price of our securities.

 Difficult
conditions in the markets for mortgages and mortgage-related assets as well as the broader financial markets have resulted in a significant
contraction in liquidity for mortgages and mortgage-related assets, which may adversely affect the value of the assets that we intend
to originate.

 Our
results of operations will be materially affected by conditions in the markets for mortgages and mortgage-related assets as well as the
broader financial markets and the economy generally. Significant adverse changes in financial market conditions may result in a decline
in real estate values, jeopardizing the performance and viability of many real estate loans. As a result, many traditional mortgage lenders
may suffer severe losses and even fail. This situation may negatively affect both the terms and availability of financing for small non-bank
real estate finance companies. This could have an adverse impact on our financial condition, business and operations.

 Loans
on which the maturity date has been extended may involve a greater risk of loss than traditional mortgage loans.

 Borrowers
usually use the proceeds of a long-term mortgage loan or sale to repay our loans. We may therefore depend on a borrower's ability
to obtain permanent financing or sell the property to repay our loan, which could depend on market conditions and other factors. Our
loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard
hazard insurance. In the event of a default, we bear the risk of loss of principal and non-payment of interest and fees to the extent
of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the loan. To the extent
we suffer such losses with respect to our loans, our enterprise value and the price of our securities may be adversely affected.

 We
may be subject to "lender liability" claims. Our financial condition could be materially and adversely impacted if we were
to be found liable and required to pay damages.

 In
recent years, a number of judicial decisions have upheld the right of borrowers to sue lenders on the basis of various evolving legal
theories, collectively termed "lender liability." Generally, lender liability is founded on the premise that a lender has
either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of
control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders.
We cannot assure you that such claims will not arise or that we will not be subject to significant liability if a claim of this type
did arise.

 An
increase in the rate of prepayment of outstanding loans may have an adverse impact on the value of our portfolio as well as our revenue
and income.

 The
value of our loan portfolio may be affected by prepayment rates and a significant increase in the rate of prepayments could have an adverse
impact on our operating results. Prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from
prepayment or other such risks. In periods of declining interest rates, prepayment rates on mortgage and other real estate-related loans
generally increase. Proceeds of prepayments received during such periods are likely to be reinvested by us in new loans yielding less
than the yields on the loans that were prepaid, resulting in lower revenues and possibly, lower profits. A portion of our loan portfolio
requires prepayment fees if a loan is prepaid. However, there can be no assurance that these fees will make us whole for the detriment
incurred by virtue of the prepayment.

 The
lack of liquidity in our portfolio may adversely affect our business.

 The
illiquidity of our loan portfolio may make it difficult for us to sell such assets if the need or desire arises. As a result, if we are
required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the outstanding loan balance.

 The
geographic concentration of our loan portfolio may make our revenues and the values of the mortgages and real estate securing our portfolio
vulnerable to adverse changes in economic conditions around the New York metropolitan area.

 Under
our current business model, we have one asset class — mortgage loans that we originate, service and manage — and we have
no current plans to diversify. Moreover, most of our collateral is located in a limited geographic area. At December 31, 2023, most of
our outstanding loans are secured by properties located in the New York metropolitan area. A lack of geographical diversification makes
our mortgage portfolio more sensitive to local and regional economic conditions. A significant decline around the New York metropolitan
area economy could result in a greater risk of default compared with the default rate for loans secured by properties in other geographic
locations. This could result in a reduction of our revenues and provision for loan loss allowances, which might not be as acute if our
loan portfolio were more geographically diverse. Therefore, our loan portfolio is subject to greater risk than other real estate finance
companies that have a more diversified asset base and broader geographic footprint. To the extent that our portfolio is concentrated
in one region and/or one type of asset, downturns relating generally to such region or type of asset may result in defaults on a number
of our assets within a short time period, which may reduce our net income and the value of our securities and accordingly reduce our
ability to make distributions to our shareholders.

 A
prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair our investments and harm our
operations.

 A
prolonged economic slowdown, a recession or declining real estate values could impair the performance of our assets and harm our financial
condition and results of operations, increase our funding costs, limit our access to the capital markets or result in a decision by lenders
not to extend credit to us. Thus, we believe the risks associated with our business will be more severe during periods of economic slowdown
or recession because these periods are likely to be accompanied by declining real estate values. Declining real estate values are likely
to have one or more of the following adverse consequences:

 reduce
 the level of new mortgage and other real estate-related loan originations since borrowers often use appreciation in the value of
 their existing properties to support the purchase or investment in additional properties;

 make
 it more difficult for existing borrowers to remain current on their payment obligations; and

 significantly
 increase the likelihood that we will incur losses on our loans in the event of default because the value of our collateral may be
 insufficient to cover our cost on the loan.

 Any
sustained period of increased payment delinquencies, foreclosures or losses could adversely affect both our net interest income from
loans in our portfolio as well as our ability to originate new loans, which would materially and adversely affect our results of operations,
financial condition, liquidity and business and our ability to make distributions to our shareholders.

 We
do not carry any loan loss reserves. If we are required to write-off all or a portion of any loan in our portfolio, our net income will
be adversely impacted. Loan loss reserves are particularly difficult to estimate in a turbulent economic environment.

 Based
on our experience and our periodic evaluation of our loan portfolio, we have not deemed it necessary to create any loan loss reserves.
Thus, a loss with respect to all or a portion of a loan in our portfolio will have an immediate and adverse impact on our net income.
The valuation process of our loan portfolio requires us to make certain estimates and judgments, which are particularly difficult to
determine during a period in which the availability of real estate credit is limited and real estate transactions have decreased. These
estimates and judgments are based on a number of factors, including projected cash flows from the collateral securing our mortgage loans,
if any, loan structure, including the availability of reserves and recourse guarantees, likelihood of repayment in full at the maturity
of a loan, the relative strength or weakness of the refinancing market and expected market discount rates for varying property types.
If our estimates and judgments are not correct, our results of operations and financial condition could be severely impacted.

 Our
due diligence may not reveal all of a borrower's liabilities and may not reveal other weaknesses in its business.

 Before
making a loan to a borrower, we assess the strength and skills of such entity's management and other factors that we believe are
material to the performance of the loan. In making the assessment and otherwise conducting customary due diligence, we rely on the resources
available to us and, in some cases, services provided by third parties. This process is particularly important and subjective with respect
to newly organized entities because there may be little or no information publicly available about the entities. There can be no assurance
that our due diligence processes will uncover all relevant facts or that the borrower's circumstances will not change after the
loan is funded. In either case, this could adversely impact the performance of the loan and our operating results.

 Our
loans are usually made to entities to enable them to acquire, develop or renovate residential or commercial property, which may involve
a greater risk of loss than loans to individual owners of residential real estate.

 We
make loans to corporations, partnerships and limited liability companies that are looking to purchase, renovate and/or improve residential
or commercial real estate held for resale or investment. More often than not, the property is under-utilized, poorly managed, or located
in a recovering neighborhood. These loans may have a higher degree of risk than loans to individual property owners with respect to their
primary residence or to owners of commercial operating properties because of a variety of factors. For instance, our borrowers usually
do not have the need to occupy the property, or an emotional attachment to the property as borrowers of owner-occupied residential properties
typically have, and therefore they do not always have the same incentive to avoid foreclosure. Similarly, in the case of non-residential
property, a majority of the properties securing our loans have little or no cash flow. If the neighborhood in which the asset is located
fails to recover according to the borrower's projections, or if the borrower fails to improve the quality of the property's
performance and/or the value of the property, the borrower may not receive a sufficient return on the property to satisfy the loan, and
we bear the risk that we may not recover some or all of our principal. Finally, there are difficulties associated with collecting debts
from entities that may be judgment proof. While we try to mitigate these risks in various ways, including by getting personal guarantees
from the principals of the borrower, we cannot assure you that these lending and credit enhancement strategies will be successful.

 Volatility
of values of residential and commercial properties may adversely affect our loans and investments.

 Residential
and commercial property values are subject to volatility and may be affected adversely by a number of factors, including, but not limited
to, events such as natural disasters, including hurricanes and earthquakes, acts of war and/or terrorism and others that may cause unanticipated
and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investment; national,
regional and local economic conditions, such as what we have experienced in recent years (which may be adversely affected by industry
slowdowns and other factors); local real estate conditions (such as an oversupply of housing, retail, industrial, office or other commercial
space); changes or continued weakness in specific industry segments; construction quality, construction cost, age and design; demographic
factors; retroactive changes to building or similar codes; and increases in operating expenses (such as energy costs). In the event of
a decline in the value of a property securing one of our loans, the borrower may have difficulty repaying our loan, which could result
in losses to us. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to
a borrower to repay our loans, which could also cause us to suffer losses.

 Our
inability to promptly foreclose on defaulted loans could increase our costs and/or losses.

 The
performance of first mortgage loans may depend on the performance of the underlying real estate collateral. In particular, mortgage loans
secured by property held for investment or resale are subject to risks of delinquency and foreclosure, and risks of loss that are greater
than similar risks associated with loans secured by owner-occupied residential properties. The ability of a borrower under a first mortgage
loan to repay a loan secured by an income-producing property typically depends primarily on the successful operation of such property
rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced,
the borrower's ability to repay the loan is impaired and the borrower defaults, we may lose all or substantially all of our investment.
If the property is not income producing, as is the case with most of our loans, the risks are even greater. While we have certain rights
with respect to the real estate collateral underlying a first mortgage loan, and rights against the borrower and guarantor(s), in the
event of a default there are a variety of factors that may inhibit our ability to enforce our rights to collect the loan, whether through
a non-payment action against the borrower, a foreclosure proceeding against the underlying property or a collection or enforcement proceeding
against the guarantor. These factors include, without limitation, state foreclosure timelines and deferrals associated therewith (including
with respect to litigation); unauthorized occupants living in the property; federal, state or local legislative action or initiatives
designed to provide residential property owners with assistance in avoiding foreclosures and that serve to delay the foreclosure process;
government programs that require specific procedures to be followed to explore the refinancing of a residential mortgage loan prior to
the commencement of a foreclosure proceeding; and continued declines in real estate values and sustained high levels of unemployment
that increase the number of foreclosures and place additional pressure on the already overburdened judicial and administrative systems.

 Our
loans are typically not funded with interest reserves and our borrowers may be unable to pay the interest accruing on the loans when
due, which could have a material adverse impact on our financial condition.

 Our
loans are typically not funded with an interest reserve. Thus, we rely on the borrowers to make interest payments as and when due from
other sources of cash. Given the fact that most of the properties securing our loans are not income producing or even cash producing
and most of the borrowers are entities with no assets other than the single property that is the subject of the loan, some of our borrowers
have considerable difficulty servicing our loans and the risk of a non-payment or default is considerable. We depend on the borrower's
ability to refinance the loan at maturity or sell the property for repayment. If the borrower is unable to repay the loan, together with
all the accrued interest, at maturity, our operating results and cash flows would be materially and adversely affected. Foreclosure of
a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the
foreclosed mortgage loan. In addition, in the event of the bankruptcy of the borrower, we may not have full recourse to the assets of
the borrower, or the assets of the borrower or the guarantor may not be sufficient to satisfy the debt.

 Liability
relating to environmental matters may impact the value of properties that we may acquire or the properties 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. The presence of hazardous substances may adversely affect an owner's
ability to sell real estate or borrow using real estate as collateral. To the extent that an owner of a property underlying one of our
debt instruments becomes liable for removal costs, the ability of the owner to make payments to us may be reduced, which in turn may
adversely affect the value of the relevant mortgage asset held by us and our ability to make distributions to our shareholders. If we
acquire any properties by foreclosure or otherwise, the presence of hazardous substances on a property may adversely affect our ability
to sell the property and we may incur substantial remediation costs, 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 shareholders.

 Defaults
on our loans may cause declines in revenues and net income.

 Defaults
by borrowers could result in one or more of the following adverse consequences:

 a
 decrease in interest income, profitability and cash flow;

 the
 establishment of or an increase in loan loss reserves;

 write-offs
 and losses;

 an
 increase in legal and enforcement costs, as we seek to protect our rights and recover the amounts owed; and

 default
 under our credit facilities.

 As
a result, we will have less cash available for paying our other operating expenses and for making distributions to our shareholders.
This would have a material adverse effect on the market value of our securities.

 Our
revenues and the value of our portfolio may be negatively affected by casualty events occurring on properties securing our loans.

 We
require our borrowers to obtain, for our benefit, all risk property insurance covering the property and any improvements to the property
collateralizing our loan in an amount intended to be sufficient to provide for the cost of replacement in the event of casualty. However,
the amount of insurance coverage maintained for any property may not be sufficient to pay the full replacement cost following a casualty
event. Furthermore, there are certain types of losses, such as those arising from earthquakes, floods, hurricanes and terrorist attacks,
that may be uninsurable or that may not be economically feasible to insure. Changes in zoning, building codes and ordinances, environmental
considerations and other factors may make it impossible for our borrowers to use insurance proceeds to replace damaged or destroyed improvements
at a property. If any of these or similar events occur, the amount of coverage may not be sufficient to replace a damaged or destroyed
property and/or to repay in full the amount due on loans collateralized by such property. As a result, our returns and the value of our
investment may be reduced.

 Borrower
concentration could lead to significant losses, which could have a material adverse impact on our operating results and financial condition.

 A
single borrower or a group of affiliated borrowers may account for more than 10% of our loan portfolio. A default by one borrower in
a group is likely to result in a default by the other borrowers in the group. Concentration of loans to one borrower or a group of affiliated
borrowers poses a significant risk, as default would have a material adverse impact on our operating results, cash flow, financial condition
and our ability to service our debt.

 Risks
Related to Financing Transactions

 Our
existing credit line has numerous covenants with which we must comply. If we are unable to comply with these covenants, the outstanding
amount of the loan could become due and payable and we may have to sell off a portion of our loan portfolio to pay off the debt.

 We
have a $32.5 million credit line with Webster, Flushing and Mizrahi that expires on February 28, 2026. The Webster Credit Line contains
various covenants and restrictions that are typical for these kinds of credit facilities, including limiting the amount that we can borrow
relative to the value of the underlying collateral, maintaining various financial ratios and limitations on the terms of loans we make
to our customers. The Webster Credit Line imposes certain restrictions which may adversely impact our ability to grow and/or maintain
our qualification for taxation as a REIT. These limitations include the following:

 limit
 our ability to pay dividends under certain circumstances;

 limit
 our ability to make certain investments or acquisitions;

 limit
 our ability to reduce liquidity below certain levels;

 limit
 our ability to redeem debt or equity securities;

 limit
 our ability to determine our operating policies and investment strategies; and

 limit
 our ability to repurchase our common shares, sell assets, engage in mergers or consolidations, grant liens and enter into transactions
 with affiliates.

 If
we fail to meet or satisfy any of these covenants, we would be in default under our agreement with Webster, Flushing and Mizrahi and
they could elect to declare outstanding amounts due and payable, terminate its commitments to us, require us to post additional collateral
and/or enforce their interests against existing collateral. Acceleration of our debt to Webster, Flushing and/or Mizrahi could also make
it difficult for us to satisfy the requirements necessary to maintain our qualification for taxation as a REIT, significantly reduce
our liquidity or require us to sell our assets to repay amounts due and outstanding. This would significantly harm our business, financial
condition, results of operations and ability to make distributions and could result in the foreclosure of our assets which secure our
obligations, which could cause the value of our outstanding securities to decline. A default could also significantly limit our financing
alternatives such that we would be unable to pursue our leverage strategy, which could adversely affect our returns.

 Under
the terms of the agreement governing the Webster Credit Line, our borrowing capacity is limited to 70% of Eligible Mortgage Loans (as
defined). Moreover, Webster, in its discretion, may reduce this percentage. This borrowing limitation is determined, in part, by the
value of the real estate securing the loans in our portfolio. Thus, a general decline in real estate values or a change in the percentage
will adversely impact our ability to borrow under the Webster Credit Line and could even result in a situation where any amount in excess
of the borrowing limitation will become immediately due and payable. If we default and Webster accelerates the loan we would have to
repay the debt immediately with our working capital ( i.e., proceeds from loan repayments), sell a portion of our loan portfolio
and use the proceeds to repay the debt or refinance with another lender. We cannot assure you that we would be able to replace the Webster
Credit Line on similar terms or on any terms. If we have to sell a portion of our loan portfolio, the amount we realize may be less than
the face amount of the loans sold, resulting in a loss. If we sell a portion of our portfolio or use proceeds from loan repayments to
pay the debt incurred pursuant to the Webster Credit Line, our opportunities to grow our business will be negatively impacted.

 Our
use of leverage may adversely affect the return on our assets and may reduce cash available for distribution to our shareholders, as
well as increase losses when economic conditions are unfavorable.

 We
do not have a formal policy limiting the amount of debt we incur and our governing documents contain no limitation on the amount of leverage
we may use. We may significantly increase the amount of leverage we utilize at any time without approval of our board of directors. In
addition, we may leverage individual assets at substantially higher levels. Incurring substantial debt could subject us to many risks
that, if realized, would materially and adversely affect us, including the risk that:

 our
 cash flow from operations may be insufficient to make required payments of principal and interest on our outstanding indebtedness
 or we may fail to comply with other covenants contained in the debt, which is likely to result in (i) acceleration of such debt (and
 any other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or
 to refinance on favorable terms, or at all, (ii) our inability to borrow unused amounts under our financing arrangements, even if
 we are current in payments on borrowings under those arrangements and/or (iii) the loss of some or all of our assets pledged or liened
 to secure our indebtedness to foreclosure or sale;

 our
 debt may increase our vulnerability to adverse economic and industry conditions with no assurance that yields will increase with
 higher financing costs;

 we
 may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds
 available for operations, future business opportunities, shareholder distributions or other purposes; and

 we
 are not able to refinance debt that matures prior to the asset it was used to finance on favorable terms, or at all.

 Our
board of directors may adopt leverage policies at any time without the consent of our shareholders, which could result in a portfolio
with a different risk profile.

 Risks
Related to REIT Status and Investment Company Act Exemption

 Our
investments in construction loans require us to make estimates about the fair value of land improvements that may be challenged by the
IRS.

 We
may invest in construction loans, the interest from which would be qualifying income for purposes of the gross income tests applicable
to REITs, provided that the loan value of the real property securing the construction loan was equal to or greater than the highest outstanding
principal amount of the construction loan during any taxable year. For purposes of construction loans, the loan value of the real property
is generally the fair value of the land plus the reasonably estimated cost of the improvements or developments that secure the loan and
that are to be constructed from the proceeds of the loan. There can be no assurance that the IRS, will not challenge our estimates of
the loan values of the real property related to any construction loans in which we invest.

 Complying
with REIT requirements may hinder our ability to maximize profits, which would reduce the amount of cash available to be distributed
to our shareholders. This could have a negative impact on the value of our securities.

 In
order to maintain our qualification for taxation as a REIT, we must continually satisfy tests concerning among other things, the composition
of our assets, our sources of income, the amounts we distribute to our shareholders and the ownership of our capital stock. Specifically,
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 REIT real estate assets. The remainder of our investment in securities of any issuer (excluding those of our
taxable REIT subsidiaries and our qualified REIT subsidiaries) cannot include more than 10% of the outstanding voting securities of such
issuer, more than 10% of the total value of the outstanding securities of such issuer or exceed more than 5% of the value of our assets.
If we fail to comply with these requirements, we must dispose of the portion of our assets in excess of such amounts within 30 days after
the end of the calendar quarter in order to maintain our qualification for taxation as a REIT and to avoid suffering other adverse tax
consequences. In such event, we may be forced to sell non-qualifying assets at less than their fair market value. In addition, we may
also be required to make distributions to shareholders at times when we do not have funds readily available for distribution or are otherwise
not optional for us. Accordingly, compliance with REIT requirements may hinder our ability to operate solely on the basis of maximizing
profits.

 Our
failure to remain qualified for taxation as a REIT would subject us to U.S. federal income tax and applicable state and local taxes,
which would reduce the amount of cash available for distribution to our shareholders.

 We
intend to continue to operate in a manner that will enable us to continue to remain qualified for taxation as a REIT as long as we believe
it is in the best interests of our shareholders. While we believe that we qualified for taxation as a REIT for the taxable year ended
December 31, 2023, we have not requested and do not intend to request a ruling from the IRS that we so qualified in 2023 or that we will
qualify in future years. The U.S. federal income tax laws and the Treasury Regulations promulgated thereunder governing REITs are complex.
In addition, judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited.
To qualify for taxation as a REIT, we must meet, on an ongoing basis, various tests regarding the nature of our assets and our income,
the ownership of our outstanding shares, and the amount of our distributions. Our ability to satisfy the asset tests depends on our analysis
of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which
we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset test requirements also depends on
our ability to successfully manage the composition of our income and assets on an ongoing basis. Thus, while we intend to operate so
that we will continue to qualify for taxation as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance
of factual determinations, and the possibility of future changes in our circumstances, no assurance can be given that we will so qualify
for any particular year. These considerations also might restrict the types of assets that we can acquire in the future.

 If
we fail to qualify for taxation as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would
be required to pay U.S. federal income tax on our taxable income, and distributions to our shareholders would not be deductible by us
in determining our taxable income. In such a case, we might need to borrow money or sell assets in order to pay our taxes. Our payment
of income tax would decrease the amount of our income available for distribution to our shareholders. Furthermore, if we fail to maintain
our qualification for taxation as a REIT, we no longer would be required to distribute substantially all of our taxable income to our
shareholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to qualify for taxation
as a REIT until the fifth calendar year following the year in which we failed to qualify.

 REIT
distribution requirements could adversely affect our ability to execute our business plan and may require us to incur debt or sell assets
to make such distributions.

 In
order to qualify for taxation as a REIT, we must distribute to our shareholders, each calendar year, at least 90% of our REIT taxable
income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding net
capital gain. To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we
are subject to U.S. federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax
on the amount, if any, by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income
tax laws. We intend to distribute our net income to our shareholders in a manner that will satisfy the REIT 90% distribution requirement
and avoid the 4% nondeductible excise tax.

 Under
the terms of the agreement governing the Webster Line of Credit, we are prohibited from paying dividends with respect to our common shares
if at the time during the 90-day period before the payment of the dividend and the 90-day period following the payment of the dividend
we are within $500,000 of our maximum borrowing ability under the facility. Under these circumstances, we would have to choose to either
pay the dividend putting us in default under the Webster Credit Line and maintain our qualification for taxation as a REIT or not pay
the dividend and jeopardize our REIT status. In either case, there would be material adverse consequences to us and our shareholders.

 Our
taxable income may substantially exceed our net income as determined by U.S. GAAP and differences in timing between the recognition of
taxable income and the actual receipt of cash may occur. For example, we may be required to accrue interest and discount income on mortgage
loans before we receive any payments of interest or principal on such assets. In addition, the Code requires that we accrue income no
later than when it is taken into account on applicable financial statements, even if financial statements take such income into account
before it would accrue under the original discount rules, the market discount rules, or other rules in the Code. Thus, we may be required
under the terms of the indebtedness that we incur, to use cash received from interest payments to make principal payment on that indebtedness,
with the effect that we will recognize income but will not have a corresponding amount of cash available for distribution to our shareholders.

 As
a result of the foregoing, we may generate less cash flow than taxable income in a particular year and find it difficult or impossible
to meet the REIT distribution requirements in certain circumstances. In such circumstances, we may be required to: (i) sell assets in
adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested in future acquisitions,
capital expenditures or repayment of debt, (iv) make a taxable distribution of our shares as part of a distribution in which shareholders
may elect to receive shares or (subject to a limit measured as a percentage of the total distribution) cash or (v) use cash reserves,
in order to comply with the REIT distribution requirements and to avoid corporate income tax and the 4% nondeductible excise tax. Thus,
compliance with the REIT distribution requirements may hinder our ability to grow, which could adversely affect the value of our securities.

 Even
if we remain qualified for taxation as a REIT, we may face tax liabilities that reduce our cash flow.

 As
a REIT, we may be subject to certain U.S. 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, franchise, property and
transfer taxes, including mortgage recording taxes. In addition, in order to meet the REIT qualification requirements, or to avoid the
imposition of a 100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale
to customers in the ordinary course of business, we may create "taxable REIT subsidiaries" to hold some of our assets. Any
taxes paid by such subsidiary corporations would decrease the cash available for distribution to our shareholders.

 Our
qualification for taxation as a REIT may depend on the accuracy of legal opinions or advice rendered or given and the inaccuracy of any
such opinions, advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.

 In
determining whether we qualify for taxation as a REIT, we may rely on opinions or advice of counsel as to whether certain types of assets
that we hold or acquire are deemed REIT real estate assets for purposes of the REIT asset tests and produce income which qualifies under
the gross income tests. The inaccuracy of any such opinions, advice or statements may adversely affect our qualification for taxation
as a REIT and result in significant corporate-level tax.

 We
may choose to make distributions in shares of our capital stock, in which case you may be required to pay income taxes in excess of the
cash dividends you receive.

 We
may distribute taxable dividends that are payable in cash and/or common shares at the election of each shareholder. Shareholders receiving
such dividends will be required to include the full amount of the dividend as ordinary income. As a result, shareholders may be required
to pay income taxes with respect to such dividends in excess of the cash portion of the dividend. Accordingly, shareholders receiving
a distribution of common shares may be required to sell those shares or may be required to sell other assets they own at a time that
may be disadvantageous in order to satisfy any tax imposed on the distribution they receive from us. If a shareholder sells the common
shares that he or she receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income
with respect to the dividend, depending on the market price of our common shares at the time of the sale. Furthermore, with respect to
certain non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or
a portion of such dividend that is payable in common shares, by withholding or disposing of some of the common shares in the distribution
and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of our shareholders
determine to sell our common shares in order to pay taxes owed on dividends, such sales may put downward pressure on the trading price
of our common shares.

 Dividends
paid by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the
value of our common shares.

 Dividends
paid by REITs are not generally eligible for reduced rates applicable to "qualified" dividends paid by other corporations
but are taxed at the same rate as ordinary income. However, for tax years beginning before 2026, REIT dividends paid to noncorporate
U.S. shareholders that meet specified holding requirement are generally taxed at an effective tax rate lower than applicable ordinary
income tax rates due to the availability of a deduction under the Code for specified forms of income from passthrough entities. More
favorable rates will nevertheless continue to apply to regular corporate "qualified" dividends, which may cause investors
who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks
of non-REIT corporations that pay dividends. This could have an adverse impact on the market price of our common shares.

 Liquidation
of our assets may jeopardize our qualification for taxation as a REIT.

 To
qualify for taxation as a REIT, we must comply with requirements regarding our assets and our sources of income. If we are compelled
to liquidate our assets to repay obligations to our lenders, we may be unable to comply with these requirements, thereby jeopardizing
our qualification for taxation as a REIT. In addition, we may be subject to a 100% tax on any gain realized from the sale of assets that
are treated as inventory or property held primarily for sale to customers in the ordinary course of business.

 The
ownership restrictions set forth in our restated certificate of incorporation may not prevent five or fewer shareholders from owning
50% or more of our outstanding shares of capital stock causing us to lose our status as a REIT, which may inhibit market activity in
our common shares and restrict our business combination opportunities.

 In
order for us to qualify for taxation as a REIT, not more than 50% in value of our outstanding common shares 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, and at least 100 persons must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during
a proportionate portion of a shorter taxable year. To help ensure that we meet the tests, our restated certificate of incorporation restricts
the acquisition and ownership of our capital stock. The ownership limitation is fixed at 4.0% of our outstanding shares of capital stock,
by value or number of shares, whichever is more restrictive. Assaf Ran, our Chief Executive Officer and founder, is exempt from this
restriction. As of December 31, 2023, Mr. Ran owns 22.8% of our outstanding common shares. In addition, our board of directors may grant
such an exemption to such limitations in its sole discretion, subject to such conditions, representations and undertakings as it may
determine. These ownership limits could delay or prevent a transaction or a change in control of our company that might involve a premium
price for shares of our common shares or otherwise be in the best interest of our shareholders.

 Legislative
or other actions affecting REITs could materially and adversely affect us and our shareholders.

 The
rules dealing with U.S. federal, state, and local taxation are constantly under review by persons involved in the legislative process
and by the IRS, the U.S. Department of the Treasury, and other taxation authorities. Changes to the tax laws, with or without retroactive
application, could materially and adversely affect us and our shareholders. We cannot predict how changes in the tax laws might affect
us or our shareholders. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly
and negatively affect our ability to remain qualified for taxation as a REIT or the tax consequences of such qualification.

 We
may be unable to generate sufficient cash flows from our operations to make distributions to our shareholders at any time in the future.

 As
a REIT, we are required to distribute to our shareholders at least 90% of our REIT taxable income each year. We intend to satisfy this
requirement through quarterly distributions of all or substantially all of our REIT taxable income in such year, subject to certain adjustments.
Our ability to make distributions may be adversely affected by a number of factors, including the risk factors described in this Report.
If we distribute proceeds from the sale of securities, which would generally be considered to be a return of capital for tax purposes,
our future earnings and cash available for distribution may be reduced from what they otherwise would have been. All distributions will
be made at the discretion of our board of directors and will depend on various factors, including our earnings, our financial condition,
our liquidity, our debt and preferred stock covenants, maintenance of our REIT qualification, applicable provisions of the New York Business
Corporation Law ("NYBCL"), and other factors as our board of directors may deem relevant from time to time. We believe that
a change in any one of the following factors could adversely affect our results of operations and impair our ability to pay distributions
to our shareholders:

 how
 we deploy the net proceeds from the sale of securities;

 our
 ability to make loans at favorable interest rates;

 expenses
 that reduce our cash flow;

 defaults
 in our asset portfolio or decreases in the value of our portfolio; and

 the
 fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.

 A
change in any of these factors could affect our ability to make distributions. As a result, we cannot assure you that we will be able
to make distributions to our shareholders at any time in the future or that the level of any distributions we do make to our shareholders
will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect us.

 In
addition, distributions that we make to our shareholders will generally be taxable to our shareholders as ordinary income (subject to
the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the
Code, which is generally available to our noncorporate U.S. shareholders that meet specified holding requirement for taxable years before
2026). However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they are attributable
to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our earnings and profits
as determined for tax purposes. A return of capital is not taxable, but has the effect of reducing the basis of a shareholder's
investment in our common shares.

 We
could be materially and adversely affected if we are deemed to be an investment company under the Investment Company Act.

 We
intend to conduct our business in a manner that will qualify for the exception from the Investment Company Act set forth in Section 3(c)(5)(C)
of the Investment Company Act. The SEC generally requires that, for the exception provided by Section 3(c)(5)(C) to be available, at
least 55% of an entity's assets be comprised of mortgages and other liens on and interests in real estate, also known as "qualifying
interests," and at least another 25% of the entity's assets must be comprised of additional qualifying interests or real
estate-type interests (with no more than 20% of the entity's assets comprised of miscellaneous assets). Any significant acquisition
by us of non-real estate assets without the acquisition of substantial real estate assets could cause us to meet the definitions of an
"investment company." If we are deemed to be an investment company, we could be required to dispose of non-real estate assets
or a portion thereof, potentially at a loss, in order to qualify for the Section 3(c)(5)(C) exception. We may also be required to register
as an investment company if we are unable to dispose of the disqualifying assets, which could have a material adverse effect on us.

 Registration
under the Investment Company Act would require us to comply with a variety of substantive requirements that impose, among other things:

 limitations
 on capital structure;

 restrictions
 on specified investments;

 restrictions
 on leverage or senior securities;

 restrictions
 on unsecured borrowings;

 prohibitions
 on transactions with affiliates; and

 compliance
 with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating
 expenses.

 If
we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and
criminal and civil actions could be brought against us.

 Registration
with the SEC as an investment company would be costly, would subject us to a host of complex regulations and would divert attention from
the conduct of our business, which could materially and adversely affect us. In addition, if we purchase or sell any real estate assets
to avoid becoming an investment company under the Investment Company Act, our net asset value, the amount of funds available for investment
and our ability to pay distributions to our shareholders could be materially adversely affected.

 Risks
Related to Our Common Shares

 Our
largest shareholder's interests may not always be aligned with the interests of our other shareholders.

 As
of December 31, 2023, Assaf Ran, our Chief Executive Officer, beneficially owned 22.8% of our outstanding shares. Thus, Mr. Ran currently
has and will continue to exercise significant control over all corporate actions. This concentration of ownership could have an adverse
impact on the market price of our common shares.

 There
is limited trading in our common shares, which could make it difficult for you to sell your common shares.

 Our
common shares are listed on The Nasdaq Capital Market. Average daily trading volume in our common shares was approximately 26,000 and
22,000 shares in 2022 and in 2023, respectively. The lack of liquidity may make it more difficult for you to sell your common shares
when you wish to do so. Even if an active trading market develops, the market price of our common shares may be highly volatile and could
be subject to wide fluctuations.

 Risks
Related to Our Organization and Structure

 Certain
provisions of New York law could inhibit changes in control.

 Various
provisions of the NYBCL may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in
control under circumstances that otherwise could provide the holders of our common shares with the opportunity to realize a premium over
the then-prevailing market price of our common shares. For example, we are subject to the "business combination" provisions
of the NYBCL that, subject to limitations, prohibit certain business combinations (including a merger, consolidation, share exchange,
or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between us and
an "interested shareholder" (defined generally as any person who beneficially owns 20% or more of our then outstanding voting
capital stock or an affiliate thereof for five years after the most recent date on which the shareholder becomes an interested shareholder).
After the five-year prohibition, any business combination between us and an interested shareholder generally must be recommended by our
board of directors and approved by the affirmative vote of a majority of the votes entitled to be cast by holders of outstanding shares
of our voting capital stock other than shares held by the interested shareholder with whom or with whose affiliate the business combination
is to be effected or held by an affiliate or associate of the interested shareholder. These provisions do not apply if holders of our
common shares receive a minimum price, as defined under the NYCBL, for their shares in the form of cash or other consideration in the
same form as previously paid by the interested shareholder for its common shares. They also do not apply to business combinations that
are approved or exempted by a board of directors prior to the time that the interested shareholder becomes an interested shareholder.

 Our
authorized but unissued common and preferred shares may prevent a change in our control.

 Our
restated certificate of incorporation authorizes us to issue up to 25,000,000 common shares and 5,000,000 preferred shares. As of March
4, 2024, we had 11,757,058 common shares issued and 11,438,651 common shares outstanding and no preferred shares issued or outstanding.
Our board of directors has the power and authority to create classes of common or preferred shares, with such rights and designations
as it deems appropriate or advisable, which rights and designations may be senior to or have a priority over the rights and designations
of any existing class of common or preferred shares. For example, our board of directors may establish a series of common or preferred
shares that could delay or prevent a transaction or a change in control that might involve a premium price for our common shares or otherwise
be in the best interest of our shareholders.

 Our
rights and the rights of our shareholders to take action against our directors and officers are limited, which could limit your recourse
in the event of actions not in your best interests.

 Our
restated certificate of incorporation limits the liability of our present and former directors to us and our shareholders for money damages
due to any breach of duty in such capacity, if a judgment or other final adjudication adverse to a present or former officer or director
establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that
he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or
her acts violated Section 719 of the NYBCL. Section 719 of the NYBCL limits director liability to the following four instances:

 declarations
 of dividends in violation of the NYBCL;

 a
 purchase or redemption by a corporation of its own shares in violation of the NYBCL;

 distributions
 of assets to shareholders following dissolution of the corporation without paying or providing
 for all known liabilities; and

 making
 any loans to directors in violation of the NYBCL.

 Our
restated certificate of incorporation and bylaws authorize us to indemnify our directors and officers for actions taken by them in those
capacities to the maximum extent permitted by the NYBCL. In addition, we may be obligated to pay or reimburse the defense costs incurred
by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification.

 Our
bylaws contain provisions that make removal of our directors difficult, which could make it difficult for our shareholders to effect
changes to our management.

 Our
bylaws provide that a director may be removed by either the board of directors or by shareholders for cause. Vacancies may be filled
only by a majority of the remaining directors in office, even if less than a quorum, unless the vacancy occurred as a result of shareholder
action, in which case the vacancy must be filled by a vote of shareholders at a special meeting of shareholders duly called for that
purpose. These requirements make it more difficult to change our management by removing and replacing directors and may prevent a change
in control of our company that is in the best interests of our shareholders.

 Risks
Related to the Notes issued by MBC Funding II

 Shareholders'
interests may not always be aligned with the interests of the Noteholders.

 Noteholders
do not have any voting rights with respect to us or MBC Funding II (other than as set forth in the Indenture) or the right to influence
management or day-to-day operations of MBC Funding II or of us. The interests of shareholders who do vote may be different or even in
opposition of those of creditors such as the Noteholders. For example, shareholders may place a higher priority on the long-term, as
opposed to short-term, performance of a company. Shareholders also tend to focus on building value and increasing stock price while creditors
are more interested in cash flow. As of the date of this Report, Mr. Ran beneficially owns 22.8%, of our outstanding common shares. Mr.
Ran is also the Chief Executive Officer and sole director of MBC Funding II. Thus, Mr. Ran currently has and will continue to exercise
control over all corporate actions of us and MBC Funding II.

 The
Indenture contains restrictive covenants that may limit MBC Funding II's operating flexibility and could adversely affect its financial
condition.

 The
Indenture contains restrictive covenants that could adversely affect MBC Funding II's operating flexibility as well as its financial
condition. For example, the Indenture requires MBC Funding II to maintain a specific debt coverage ratio at all times, specifically providing
that the aggregate outstanding principal balance of the mortgage loans held by us, together with our cash on hand, must always equal
at least 120% of the aggregate outstanding principal amount of the Notes at all times, as well as limits or prohibits its ability to:

 acquire
 or dispose of assets;

 merge
 with another corporation; and

 incur
 additional secured and unsecured indebtedness.

 MBC
Funding II's failure to comply with those covenants could result in an event of default which, if not cured or waived, could result
in the acceleration of the indebtedness evidenced by the Notes. In addition, a default by MBC Funding could serve as a default under
our existing Webster Credit Line. For example, defaults under the mortgage loans held by MBC Funding II could result in a violation of
the debt coverage ratio covenant. In that case, MBC Funding II is required to make monthly payments of principal on the Notes until such
debt coverage ratio covenant is in compliance. We cannot assure you that in that event MBC Funding II will be able to repay all the Notes
in full, or at all.

 The
limited covenants in the Indenture and the terms of the Notes will not provide protection against significant events that could adversely
impact MBC Funding II's obligations under the Notes.

 Neither
the Indenture nor the Notes require MBC Funding II to maintain any financial ratios or specific levels of net worth, revenues, income,
cash flow or liquidity and, accordingly, do not protect the Noteholders in the event that MBC Funding II experiences significant adverse
changes in its financial condition or results of operations or protect your interest as a Noteholder. For example, during the term of
the Notes, the true value of the mortgage loans held by MBC Funding II may fluctuate based on a number of factors including interest
rates on the loans relative to prevailing market rates, as well as the solvency and credit-worthiness of the borrower. However, as long
as the borrowers are not in default of their obligations, MBC Funding II will not be deemed to be in default of the debt coverage ratio
covenant in the Indenture.

 As
the controlling shareholder of MBC Funding II, we have an inherent conflict of interest and we may not always act in the best interests
of the Noteholders.

 We
have absolute control over MBC Funding II as we own all of its stock, and its Chief Executive Officer and sole director is our largest
shareholder, Chief Executive Officer and Chairman of our board of directors. Subject to the requirements set forth in the Indenture,
we will determine which mortgage loans MBC Funding II will purchase from us and any additional mortgage loans that we will transfer to
MBC Funding II in order to meet the debt coverage ratio requirement set forth in the Indenture. In addition, we will decide whether MBC
Funding II should extend the term of any mortgage loan in its portfolio that becomes due. Finally, we will decide how MBC Funding II
should reinvest the principal payments on existing loans and the terms of any new mortgage loans that MBC Funding II will make. In making
these decisions we may be conflicted by our obligations to our shareholders and our obligations to the Noteholders. We cannot assure
you that the decisions we ultimately make will be in the best interest of the Noteholders.

 Various
provisions in the Indenture restrict the ability of the Indenture Trustee and the Noteholders to enforce their rights against us in the
event MBC Funding II defaults on its obligations under the Notes.

 We
have guaranteed MBC Funding II's obligations under the Notes and we have secured that guaranty with a pledge of 100% of the issued
and outstanding shares of MBC Funding II. However, if MBC Funding II is in default of its obligations to the Noteholders, the value of
MBC Funding II may be less than the amount due to the Noteholders. Under the Indenture, if an event of default occurs, the Indenture
Trustee, at the written direction of the holders of at least 50% of the principal amount of the Notes then outstanding, must declare
the unpaid principal and all accrued but unpaid interest on the Notes to be immediately due and payable. In addition, pursuant to the
terms of an Inter-creditor Agreement entered into by the Indenture Trustee and Webster, neither the Indenture Trustee nor the Noteholders
can exercise their rights under the guaranty until the Webster Credit Line has been paid in full except in connection with their exercise
of remedies under the Pledge Agreement. Furthermore, under our agreement with Webster, we are prohibited from making any payment, direct
or indirect (whether for interest, principal, as a result of any redemption or repayment at maturity, on default, or otherwise), on the
Notes so long as there are any unpaid balances on the Webster Credit Line. Although the Webster Credit Line matures and is fully payable
on February 28, 2026, we are not prohibited from renewing, extending or increasing the amount of the Webster Credit Line or replacing
it with a new credit facility provided by a different lender, which may insist on the same restriction. Thus, upon a default by MBC Funding
II, the Noteholders may never have full recourse to us under our guaranty.

 If
a bankruptcy petition were filed by or against us or MBC Funding II, Noteholders may receive less than the outstanding balance on the
Notes.

 If
a bankruptcy case were filed by or against us or MBC Funding II under the U.S. Bankruptcy Code, the Noteholders may receive, on account
of their claims related to the Notes, less than they would be entitled to under the terms of the Indenture.

 An
active public trading market for the Notes may not develop.

 The
Notes are currently listed on the NYSE American and trade under the symbol "LOAN/26". However, we cannot assure that a more
active trading market for the Notes will develop. If a more active trading market does not develop the Noteholders may not be able to
sell their Notes for the price they want at the time they want. The liquidity of any such market will depend upon various factors, including:

 the
 number of Noteholders;

 the
 interest of securities dealers in making a market for the Notes;

 the
 overall market for debt securities;

 our
 financial performance and prospects; and

 the
 prospects for companies in our industry generally.

 We
cannot assure the Noteholders that they will be able to sell the Notes if they wish to do so or, even if they can sell their Notes that
they will recover their entire investment.

 MBC
Funding II may not be able to make the required payments of interest and principal on the Notes.

 MBC
Funding II's ability to make payments of principal and interest on the Notes is subject to general economic conditions and financial,
business and other factors affecting their mortgage loan portfolio, many of which are beyond their control. We cannot assure that MBC
Funding II will have sufficient funds available when necessary to make any required payments of interest or principal under the Notes,
including payments in connection with a redemption of Notes, whether upon a change of control. MBC Funding II's failure to make
payments of interest or principal when due could result in an event of default and would give the Indenture Trustee and the Noteholders
certain rights against MBC Funding II. MBC Funding II's sole source of revenue and cash flow will be payments of interest and principal
they receive with respect to their mortgage loan portfolio. To the extent the interest payments received by MBC Funding II exceed the
payments required to be made to the Noteholders, and both prior to and after giving effect to the distribution of funds to us, MBC Funding
II is in compliance with the debt coverage ratio and no default or event of default exists or would occur as a result of such distribution,
MBC Funding II plans to distribute those excess funds to us. If MBC Funding II is unable to generate sufficient cash flow to service
the debt evidenced by the Notes, they will be in default of its obligations under the Notes.

 MBC
Funding II is not obligated to contribute to a sinking fund to retire the Notes and the Notes are not guaranteed by any governmental
agency.

 MBC
Funding II is not obligated to contribute funds to a sinking fund to repay principal or interest on the Notes upon maturity or default.
The Notes are not certificates of deposit or similar obligations of, or guaranteed by, any depositary institution. Further, no governmental
entity insures or guarantees payment on the Notes if MBC Funding II does not have enough funds to make principal or interest payments.

Risk Factors

 Our
access to financing may be limited and, thus, our ability to maximize our returns may be adversely affected.

 Our
ability to grow and compete may depend on our ability to borrow money to leverage our loan portfolio and to build and manage the cost
of expanding our infrastructure to manage and service a larger loan portfolio. In general, the amount, type and cost of any financing
that we obtain from another financial institution will have a direct impact on our revenue and expenses and, therefore, can positively
or negatively affect our financial results. The percentage of leverage we employ will vary depending on our assessment of a variety of
factors, which may include the anticipated liquidity and price volatility of our existing portfolio, the potential for losses and extension
risk in our portfolio, the gap between the duration of our assets and liabilities, the availability and cost of financing, our opinion
as to the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial mortgage markets, our outlook
for the level, slope, and volatility of interest rates, the credit quality of our borrowers and the collateral underlying our assets.

 Our
access to financing will depend upon a number of factors, over which we have little or no control, including:

 general
 market conditions;

 the
 market's view of the quality of our assets;

 the
 market's perception of our growth potential;

 our
 eligibility to participate in and access capital from programs established by the U.S. Government;

 our
 current and potential future earnings and cash distributions; and

 the
 market price of our common shares.

 Continuing
weakness in the capital and credit markets could adversely affect our ability to secure financing on favorable terms or at all. In general,
this could potentially increase our financing costs and reduce our liquidity or require us to sell loans at an inopportune time or price.

 We
cannot assure you that we will always have access to structured financing arrangements when needed. If structured financing arrangements
are not available to us we may have to rely on equity issuances, which may be dilutive to our shareholders, or on less efficient forms
of debt financing that require a larger portion of our cash flow from operations, thereby reducing funds available for our operations,
future business opportunities, cash distributions to our shareholders and other purposes. We cannot assure you that we will have access
to such equity or debt capital on favorable terms (including, without limitation, cost and term) at the desired times, or at all, which
may cause us to curtail our lending activities and/or dispose of loans in our portfolio, which could negatively affect our results of
operations.

 The
market prices of our common shares may be adversely affected by future events.

 Market
factors unrelated to our performance could also negatively impact the value of our securities, including the market price of our common
shares. One of the factors that investors may consider in deciding whether to buy or sell our common shares is our distribution rate
as a percentage of our share price relative to market interest rates. If market interest rates increase or remain at high levels, prospective
investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest
rate fluctuations and conditions in the capital markets can affect the market value of our common shares. For instance, if interest rates
rise, it is likely that the market price of our common shares will decrease as market rates on interest-bearing securities increase.
Other factors that could negatively affect the market price of our common shares include:

 our
 actual or projected operating results, financial condition, cash flows and liquidity, or
 changes in business strategy or prospects;

 actual
 or perceived conflicts of interest with individuals, including our executive officers;

 equity
 issuances by us, or share resales by our shareholders, or the perception that such issuances
 or resales may occur;

 actual
 or anticipated accounting problems;

 changes
 in our earnings estimates or publication of research reports about us or the real estate
 industry;

 changes
 in market valuations of similar companies;

 adverse
 market reaction to any increased indebtedness we incur in the future;

 additions
 to or departures of our key personnel;

 speculation
 in the press or investment community;

 our
 failure to meet, or the lowering of, our earnings' estimates or those of any securities
 analysts;

 increases
 in market interest rates, which may lead investors to demand a higher distribution yield
 for our common shares, would result in increased interest expenses on our debt;

 decreases
 in market interest rates, which will increase competition in the market for loans and may
 require use to lower our interest rates and fees for loans we originate;

 changes
 in the credit markets;

 failure
 to maintain our qualification for taxation as a REIT or exemption from the Investment Company
 Act;

 actions
 by our shareholders;

 price
 and volume fluctuations in the stock market generally;

 general
 market and economic conditions, including the current state of the credit and capital markets;

 sales
 of large blocks of our common shares;

 sales
 of our common shares by our executive officers, directors and significant shareholders; and

 restatements
 of our financial results and/or material weaknesses in our internal controls.

 The
price of our common shares is volatile, and purchasers of our common shares could incur substantial losses.

 Historically,
the price at which our common shares trade on The Nasdaq Capital Market has been volatile and seemingly unrelated to our operating performance.
In 2022, the range was $5.07 to $6.48. In 2023, the range was $4.27 to $5.91. These broad market fluctuations may adversely affect the
trading price of our common shares. Class action litigation has often been instituted against companies whose securities have experienced
periods of volatility in market price. Any such litigation brought against us could result in substantial costs, which would hurt our
financial condition and results of operations, divert management's attention and resources.

 Common
shares eligible for future sale may have adverse effects on our share price.

 We
cannot predict the effect, if any, the future sale of the common shares would have on the market price of our common shares. The market
price of our common shares may decline significantly when the restrictions on resale lapse. Sales of substantial amounts of common shares
or the perception that such sales could occur may adversely affect the prevailing market price for our common shares.

 We
may, from time-to-time, issue common shares and securities convertible into, or exchangeable or exercisable for, common shares to attract
or retain key employees or in public offerings or private placements to raise capital. We are not required to offer any such shares or
securities to existing shareholders on a preemptive basis. Therefore, it may not be possible for existing shareholders to participate
in such future share or security issuances, which may dilute the existing shareholders' interests in us.

 Future
offerings of debt or equity securities, which would rank senior to our common shares, may adversely affect the market price of our common
shares.

 If
we decide to issue debt or equity securities in the future, which would rank senior to our common shares, it is likely that they will
be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible
or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common
shares and may result in dilution to owners of our common shares. We and, indirectly, our shareholders, will bear the cost of issuing
and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions
and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders
of our common shares will bear the risk of our future offerings reducing the market price of our common shares and diluting the value
of their stock holdings in us.

 Item
1B. Unresolved Staff Comments

 None.

 ITEM 1C. Cybersecurity.

 Our
board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business
partners and employees. Our management, led by our Chief Executive Officer and Chief Financial Officer, are actively involved in oversight
of our risk management efforts, and cybersecurity represents an important component of the Company's overall approach to enterprise
risk management ("ERM"). Our cybersecurity processes and practices are fully integrated into the Company's ERM efforts.
In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality,
security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats
and effectively responding to cybersecurity incidents when they occur. In addition, we regularly review cybersecurity trends and, partially
as a result of our prior cybersecurity exposure, have moved some of our internal servers to off-site locations.

 Risk
Management and Strategy

 As
one of the critical elements of our overall ERM approach, our cybersecurity efforts are focused on the following key areas:

 Governance:
 Management oversees cybersecurity risk mitigation and reports to the board of directors
 any cybersecurity incidents. Further, our Audit Committee periodically discusses cybersecurity.

 Collaborative
 Approach: We have implemented a cross-functional approach to identifying, preventing
 and mitigating cybersecurity threats and incidents, while also implementing controls and
 procedures that provide for the prompt escalation of certain cybersecurity incidents so that
 decisions regarding the public disclosure and reporting of such incidents can be made by
 management in a timely manner.

 Technical
 Safeguards: We deploy technical safeguards that are designed to protect our information
 systems from cybersecurity threats, including firewalls, intrusion prevention and detection
 systems, anti-malware functionality and access controls, which are evaluated and improved
 through vulnerability assessments and cybersecurity threat intelligence.

 Third
parties also play a role in our cybersecurity. We engage third-party service providers to conduct evaluations of our security controls,
independent audits or consulting on best practices to address new challenges.

 While
we have experienced cybersecurity threats in the past in the normal course of business and expect to continue to experience such threats
from time to time, to date, none have had a material adverse effect on our business, financial condition, results of operations or cash
flows. Even with the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident
that could have a material adverse effect on us.

 Item
2. Properties

 Our
executive and principal operating office is located in Great Neck, New York. We use this space for all of our operations. This space
is occupied under a lease, as amended, that expires November 30, 2027. The current monthly rent is $5,190, including electricity and
real estate taxes. We believe this facility is adequate to meet our requirements at our current level of business activity.

 Item
3. Legal Proceedings

 None.

 Item
4. Mine Safety Disclosure

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

 Holders

 As
of March 4, 2024, the number of registered holders of our common shares was 10 and the estimated number of beneficial owners of our common
shares was approximately 5,500. American Stock Transfer & Trust Company serves as transfer agent for our common shares.

 Dividends

 We
elected to be taxed as a REIT commencing with our year ended December 31, 2014. From and after the effective date of our REIT election,
we intend to pay regular quarterly distributions to holders of our common shares in an amount not less than 90% of our REIT taxable income
(determined before the deduction for dividends paid and excluding any net capital gains). As a REIT, our distributions generally will
be taxable as ordinary income to our shareholders (subject to the lower effective tax rates applicable to qualified REIT dividends via
the deduction-without-outlay mechanism of Section 199A of the Code, which is generally available to our noncorporate U.S. shareholders
that meet specified holding requirement for taxable years before 2026), although we may designate a portion of the distributions as qualified
dividend income or capital gain or a portion of the distributions may constitute a return of capital. For tax reporting purposes, taxable
income dividends/distributions and non-taxable return of capital distributions may result and will be reported as such to U.S. individual
taxpayers on Form 1099-DIV. For the tax year of 2023, 100% of our total distributions are characterized as non-qualified dividends (Section
199A).

 Issuer
Purchases of Equity Securities

 On
April 11, 2023, our board of directors authorized a share buyback program for the repurchase of up to 100,000 of our common shares in
the next twelve months. As of December 31, 2023, we repurchased an aggregate of 54,294 common shares under this repurchase program, at
an aggregate cost of approximately $262,000. An additional 2,000 shares were repurchased between January 1, 2024 and March 4, 2024, in
the aggregate amount of approximately $10,000.

 As
set forth in the table below, during the quarter ended December 31, 2023, we repurchased 16,434 of our common shares under the share
buyback program at an aggregate cost of $75,977.

 ISSUER
PURCHASES OF EQUITY SECURITIES

 Period

 (a)
 Total Number
 of Shares
 (or Units)
 Purchased

 (b)
 Average
 Price Paid
 per Share
 (or Unit)

 (c)
 Total Number
 of Shares (or
 Units)
 Purchased as
 Part of Publicly
 Announced
 Plans or
 Programs

 (d)
 Maximum Number
 (or Approximate
 Dollar Value) of
 Shares (or Units)
 that May Yet Be
 Purchased Under
 the Plans or
 Programs

 October 2023

 7,500

 $
 4.61

 7,500

 54,640

 November 2023

 2,366

 $
 4.45

 2,366

 52,274

 December 2023

 6,568

 $
 4.70

 6,568

 45,706

 Total

 16,434

 $
 4.62

 16,434

 45,706

 Item
6. [Reserved.]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following management's discussion and analysis of financial condition and results of operations should be read in conjunction with
our audited consolidated financial statements and notes thereto contained elsewhere in this Report. This discussion contains forward-looking
statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differ
significantly from those projected in such forward-looking statements.

 Overview

 We
are a New York-based real estate finance company taxed as a REIT that specializes in originating, servicing and managing a portfolio
of first mortgage loans. We offer short-term, secured, non-banking loans (sometimes referred to as "hard money" loans), which
we may renew or extend on, before or after their initial term expires, to real estate investors to fund their acquisition, renovation,
rehabilitation or development of residential or commercial properties located in the New York metropolitan area, including New Jersey
and Connecticut, and in Florida. As a REIT, we are required to distribute at least 90% of our REIT taxable income to our shareholders
on an annual basis.

 In
order to maintain our qualification for taxation as a REIT, we are required to distribute at least 90% of our REIT taxable income to
our shareholders each year. To the extent we distribute less than 100% of our taxable income to our shareholders (but more than 90%)
we will maintain our qualification for taxation as a REIT, but the undistributed portion will be subject to regular corporate income
taxes. As a REIT, we may also be subject to federal excise taxes and minimum state taxes. We also intend to operate our business in a
manner that will permit us to maintain our exemption from registration under the Investment Company Act. In addition, in order for us
to qualify for taxation as a REIT, not more than 50% in value of our outstanding common shares 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,
and at least 100 persons must beneficially own our stock during at least 335 days of a taxable year of 12 months, or during a proportionate
portion of a shorter taxable year. To help ensure that we meet the tests, our restated certificate of incorporation restricts the acquisition
and ownership of our capital stock. The ownership limitation is fixed at 4.0% of our outstanding shares of capital stock, by value or
number of shares, whichever is more restrictive.

 The
properties securing the loans are generally classified as residential or commercial real estate and, typically, are not income producing.
Each loan is secured by a first mortgage lien on real estate. In addition, each loan is personally guaranteed by the principal(s) of
the borrower, which guarantee may be collaterally secured by a pledge of the guarantor's interest in the borrower. The face amount
of the loans we originated in the past seven years ranged from $40,000 to a maximum of $3.3 million. Our lending policy limits the maximum
amount of any loan to the lower of (i) 9.9% of the aggregate amount of our loan portfolio (not including the loan under consideration)
and (ii) $3.5 million. Our loans typically have a maximum initial term of 12 months bearing interest at a fixed rate of 9% to 13.5% per
year. In addition, we usually receive origination fees or "points" ranging from 0% to 2% of the original principal amount
of the loan as well as other fees relating to underwriting and funding the loan. Interest is always payable monthly, in arrears. In the
case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined
by an independent appraiser) and in the case of construction financing, it is typically up to 80% of construction costs.

 Since
commencing this business in 2007, we have made over 1,220 loans and never foreclosed on a property, except as set forth below, although
sometimes we have renewed or extended our loans to enable the borrower to avoid premature sale or refinancing of the property. When we
renew or extend a loan, we receive additional "points" and other fees.

February 2023, the Company sold one of its loans receivable to a third-party investor at its face value of $485,000.
Mr. Assaf Ran, the Company's President and Chief Executive Officer, participated in such acquisition in the amount of $152,000.
In addition, in June 2023, the Company filed a foreclosure lawsuit relating to one property, as a result of a deed transfer from the
borrower to a buyer without the Company's consent. In that instance, the buyer of the property on which the Company had a valid
mortgage suffered a data breach which resulted in the failure of the buyer to remit the funds needed for the loan payoff. In October
2023, the Company received the entire payoff amount for the loan receivable, including all unpaid fees, to rectify the situation.

 Our
primary business objective is to grow our loan portfolio while protecting and preserving capital in a manner that provides for attractive
risk-adjusted returns to our shareholders over the long term through dividends. We intend to achieve this objective by continuing to
selectively originate loans and carefully manage our portfolio of first mortgage real estate loans in a manner designed to generate attractive
risk-adjusted returns across a variety of market conditions and economic cycles. We believe that the demand for relatively small loans
secured by residential and commercial real estate held for investment around the New York metropolitan market, including New Jersey and
Connecticut, and in the Florida market remains relatively strong, but weakened due to the continued increase in interest-rates. In that
regard, we have observed a steady increase in interest rates on our debt which, if it continues, may have an impact on our income, as
well as may impact the rate of our dividends. Our ability to close deals fast has created an opportunity for non-bank "hard money"
real estate lenders like us to selectively originate high-quality first mortgage loans and this condition should persist for a number
of years.

 We
have built our business on a foundation of intimate knowledge of the New York metropolitan area real estate market combined with a disciplined
credit and due diligence culture that is designed to protect and preserve capital. We believe that our flexibility in terms of meeting
the needs of borrowers without compromising our standards on credit risk, our expertise, our intimate knowledge of the New York metropolitan
area real estate market and our focus on newly originated first mortgage loans, has defined our success until now and should enable us
to continue to achieve our objectives.

 A
principal source of new transactions has been repeat business from prior customers and their referral of new business. We also receive
leads for new business from banks, brokers and a limited amount of advertising. Finally, our Chief Executive Officer also spends a significant
portion of his time on new business development. We rely on our own employees, independent legal counsel, and other independent professionals
to verify titles and ownership, to file liens and to consummate the transactions. Outside appraisers are used to assist us in evaluating
the worth of collateral, when deemed necessary by management. We also use construction inspectors.

 As
of December 31, 2023, we were committed to $7,978,089 in construction loans that can be drawn by our borrowers when certain conditions
are met.

 To
date, none of the loans previously made have been non-collectable, although no assurances can be given that existing or future loans
may not prove to be non-collectible or foreclosed in the future.

 Critical
Accounting Policies and Use of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Management will base the use of estimates on (a) a preset number of assumptions that consider past experience, (b) future projections,
and (c) general financial market conditions. Actual amounts could differ from those estimates.

income from commercial loans is recognized, as earned, over the loan period.

 Origination
fee revenue on commercial loans is amortized over the term of the respective note.

 Effective
January 1, 2020, we adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic
326). The ASU introduced a new credit loss methodology, Current Expected Credit Losses ("CECL"), which requires earlier recognition
of credit losses, while also providing additional transparency about credit risk. Management estimates our CECL reserve primarily using
the Weighted Average Remaining Maturity ("WARM") method, which requires reference to historic loss data taking into consideration
expected economic conditions over the relevant timeframe. Application of the WARM method to estimate a CECL reserve requires judgment,
including (i) the appropriate historical loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments,
and (iii) the current credit quality of our loan portfolio and expectations of performance and market conditions over the relevant time
period. In addition, management reviews each loan on a quarterly basis and evaluates the borrower's ability to pay the monthly
interest, the borrower's likelihood of executing the original exit strategy, as well as the loan-to-value ratio. Failure to properly
measure an allowance for credit losses could result in the overstatement of earnings and the carrying value of the loans receivable.
Actual losses, if any, could differ significantly from estimated amounts.

 We
continually monitor events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including
intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived
assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If
the total of the undiscounted cash flows is less than the carrying amount of these assets, we recognize an impairment loss based on the
excess of the carrying amount over the fair value of the assets.

 There
are also areas in which in management's judgment in selecting any available alternative would not produce a materially different
result. See our audited consolidated financial statements and notes thereto which begin on page F-1 of this Report, which contain accounting
policies and other disclosures required by accounting principles generally accepted in the United States of America.

 Results
of operations

 Years
ended December 31, 2023 and 2022

 Total
revenue

 Total
revenue for the year ended December 31, 2023, was approximately $9,796,000, compared to approximately $8,571,000 for the year ended December
31, 2022, an increase of $1,225,000, or 14.3%. The increase in revenue was due to higher interest rates charged on our commercial loans.
In 2023, approximately $7,976,000 of our revenue represents interest income on secured, real estate loans that we offer to real estate
investors compared to approximately $6,773,000 in 2022, and approximately $1,820,000 represents origination fees on such loans, compared
to approximately $1,798,000 in 2022. The loans are principally secured by collateral consisting of real estate and accompanied by personal
guarantees from the principals of the borrowers.

and amortization of deferred financing costs

and amortization of deferred financing costs for the year ended December 31, 2023, were approximately $2,526,000, compared to approximately
$1,823,000 for the year ended December 31, 2022, an increase of $703,000, or 38.6%. The increase is primarily attributable to the increase
in interest expense due to higher interest rates and increases in amounts borrowed relating to the use of the Webster Credit Line. (See
Note 5 to the financial statements included elsewhere in this Report).

and administrative expenses

and administrative expenses for the year ended December 31, 2023, were approximately $1,825,000, compared to approximately $1,549,000
for the year ended December 31, 2022, an increase of $276,000, or 17.8%. This increase is primarily attributable to a special bonus to
officers for extending the Webster Credit Line as well as an annual bonus in 2023, totaling approximately $195,000, and increases in
marketing, insurance, travel and meals expenses, partially offset by a decrease in advertising expense.

 Net
income

 Net
income for the year ended December 31, 2023, was approximately $5,476,000, compared to approximately $5,212,000 for the year ended December
31, 2022, an increase of $264,000, or 5.1%. This increase is primarily attributable to the increase in interest income from loans, partially
offset by the increases in interest expense and in general and administrative expenses.

 Liquidity
and Capital Resources

 As
of December 31, 2023 and 2022, we had cash of approximately $104,000, not including restricted cash, which mainly represents collections
received, pending clearance, from the Company's commercial loans and is primarily dedicated to the reduction of the Webster Credit
Line.

 For
the year ended December 31, 2023, net cash provided by operating activities was approximately $5,608,000, compared to approximately $5,167,000
of net cash provided by operating activities for the year ended December 31, 2022. The increase in net cash provided by operating activities
primarily resulted from the increases in net income and deferred origination fees, partially offset by the changes in interest receivable
on loans as well as accounts payable and accrued expenses.

 For
the year ended December 31, 2023, net cash provided by investing activities was approximately $1,430,000, compared to approximately $8,771,000
of net cash used in investing activities for the year ended December 31, 2022. Net cash provided by investing activities for the year
ended December 31, 2023, mainly consisted of collection of our commercial loans of approximately $57,736,000, offset by the issuance
of our short-term commercial loans of approximately $56,301,000. Net cash used in investing activities for the year ended December 31,
2022, mainly consisted of the issuance of our short-term commercial loans of approximately $60,916,000, offset by collection of our commercial
loans of approximately $52,147,000.

 For
the year ended December 31, 2023, net cash used in financing activities was approximately $5,450,000, compared to approximately $3,565,000
of net cash provided by financing activities for the year ended December 31, 2022. Net cash used in financing activities for the year
ended December 31, 2023, reflects dividend payments of approximately $5,308,000, purchase of treasury shares of approximately $262,000
and cash paid for deferred financing costs of approximately $38,000, offset by proceeds from the Webster Credit Line of approximately
$158,000. Net cash provided by financing activities for the year ended December 31, 2022, reflects net proceeds from the Webster Credit
Line of an aggregate of approximately $9,348,000, offset by dividend payments of approximately $5,747,000 and cash paid for deferred
financing costs of approximately $36,000.

 Our
Amended and Restated Credit and Security Agreement with Webster, Flushing Bank and Mizrahi (the "Lenders"), provides for
the Webster Credit Line. Currently, the Webster Credit Line provides us with a credit line of $32.5 million in the aggregate until February
28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the Webster Credit Line equal (i)
SOFR plus a premium, which rate aggregated approximately 8.96%, including a 0.5% agency fee, as of December 31, 2023, or (ii) a Base
Rate (as defined in the Amended and Restated Credit Agreement) plus 2.00% and a 0.5% agency fee, as chosen by the Company for each drawdown.

 The
Webster Credit Line contains various covenants and restrictions including, among other covenants and restrictions, limiting the amount
that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations
on the terms of loans the Company makes to its customers, limiting the Company's ability to pay dividends under certain circumstances,
and limiting the Company's ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens,
and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem
any default under any indebtedness owed by us or our subsidiary, MBC Funding II, as a default under the credit line. Under the Amended
and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an amount not to exceed
ten percent of our annual net income from the prior fiscal year. Further, the Company may issue up to $20 million in bonds through its
subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes receivable, and provided that the terms
and conditions of such bonds are approved by Webster, subject to its reasonable discretion.

 On
January 31, 2023, we entered into another amendment, effective as of January 2, 2023, with respect to the Amended and Restated Credit
Agreement with the Lenders and Mr. Ran, as guarantor, to (i) extend the maturity date of the credit line by three years to February 28,
2026; (ii) transition the applicable benchmark from LIBOR to SOFR and adjust the applicable margin with respect to Base Rate Loans and
SOFR Loans; (iii) update the required calculation with respect to the fixed charge coverage ratio covenant; (iv) further increase the
limit on individual loans and the concentration of any mortgagor (together with guarantors and other related entities and affiliates);
and (v) eliminate the requirement to pledge an additional mortgage loans as collateral for the credit line. In addition, the terms of
the personal guaranty provided by Mr. Ran were amended such that the potential sums owed under such guaranty will not exceed the sum
of $1,000,000 plus any costs relating to the enforcement of the personal guaranty.

 We
were in compliance with all covenants of the Webster Credit Line, as amended, as of December 31, 2023. At December 31, 2023, the outstanding
amount under the Amended and Restated Credit Agreement was $25,152,338. The interest rate on the amount outstanding fluctuates daily.
The rate, including a 0.5% agency fee, as of December 31, 2023 was approximately 8.96%.

 MBC
Funding II has $6,000,000 of outstanding principal amount of Notes. The Notes mature on April 22, 2026, unless redeemed earlier, and
accrue interest at a rate of 6% per annum commencing on May 16, 2016 and will be payable monthly, in arrears, in cash, on the 15 th
 day of each calendar month, commencing June 2016.

 Under
the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC Funding II, together with its
cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of the Notes at all times. To the extent
the aggregate principal amount of the mortgage loans owned by MBC Funding II plus its cash on hand is less than 120% of the aggregate
outstanding principal balance of the Notes, MBC Funding II is required to repay, on a monthly basis, the principal amount of the Notes
equal to the amount necessary such that, after giving effect to such repayment, the aggregate principal amount of all mortgage loans
owned by it plus, its cash on hand at such time is equal to or greater than 120% of the outstanding principal amount of the Notes. For
this purpose, each mortgage loan is deemed to have a value equal to its outstanding principal balance, unless the borrower is in default
of its obligations.

 The
Notes are secured by a first priority lien on all of MBC Funding II's assets, including, primarily, mortgage notes, mortgages and
other transaction documents entered into in connection with first mortgage loans originated and funded by us, which MBC Funding II acquired
from MBC pursuant to an asset purchase agreement. MBC Funding II may redeem the Notes, in whole or in part, at any time after April 22,
2019 upon at least 30 days prior written notice to the noteholders. The redemption price will be equal to the outstanding principal amount
of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including, the date of redemption, without penalty
or premium. No Notes were redeemed by MBC Funding II as of December 31, 2023.

 Each
Noteholder had the right to cause MBC Funding II to redeem his, her or its Notes on April 22, 2021 by notifying MBC Funding II in writing,
no earlier than November 22, 2020 and no later than January 22, 2021. No Noteholder exercised such right during the required time frame
and as such the Notes are no longer redeemable by the Noteholders.

 MBC
Funding II is obligated to offer to redeem the Notes if there occurs a "change of control" with respect to us or MBC Funding
II or if we or MBC Funding II sell any assets unless, in the case of an asset sale, the proceeds are reinvested in the business of the
seller. The redemption price in connection with a "change of control" will be 101% of the principal amount of the Notes redeemed
plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption price in connection with an
asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but not including,
the date of redemption.

 We
guarantee MBC Funding II's obligations under the Notes, which are secured by our pledge of 100% of the outstanding common shares
of MBC Funding II that we own.

 On
April 11, 2023, our board of directors authorized a share buyback program for the repurchase of up to 100,000 of our common shares in
the next twelve months. As of December 31, 2023, we have purchased an aggregate of 54,294 common shares under this repurchase program,
at an aggregate cost of approximately $262,000.

 Outlook

 The
interest rate on the Notes is fixed and the interest rate under the Webster Credit Line is adjustable. The high level of SOFR rates adversely
impacts our interest costs. We have experienced a slowdown in the deployment of capital and lower demand for new loans. We are increasing
the interest rates charged on our commercial loans in order to offset our increased interest costs. In addition, most of our loans contain
an adjustable interest rate clause allowing us to charge no less than the prime rate plus 3% on the outstanding loans. We also believe
that we benefit from our low equity-to-debt ratio in the current market condition.

 We
anticipate that our current cash balances and the Amended and Restated Credit Agreement, as described above, together with our cash
flows from operations will be sufficient to fund our operations for the next 12 months. In addition, from time to time, we receive
short-term unsecured loans from our executive officers and others in order to provide us with the flexibility necessary to maintain
a steady deployment of capital. However, we expect our working capital requirements to increase over the next 12 months as we
continue to strive for growth at the right condition.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 We
are a "smaller reporting company" as defined by Regulation S-K and as such, are not required to provide the information contained
in this item pursuant to Regulation S-K.

 Item
8. Financial Statements

 The
consolidated financial statements required by this item are set forth beginning on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures

 1.
 Disclosure
 Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023 (the "Evaluation
Date"). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the Evaluation
Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the
SEC's rules and forms and (ii) 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.

 2.
 Internal
 Control over Financial Reporting

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment
of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of our principal
executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America. Our internal control over financial reporting is supported
by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America
and that our receipts and expenditures are being made only in accordance with authorizations of our management and 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 financial statements.

 Our
internal control system was designed to provide reasonable assurances to our management and the Board regarding the preparation and fair
presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations
which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. 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.

 Management
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this
assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, management concluded that
our internal control over financial reporting was effective as of December 31, 2023.

 This
Report does not include an attestation report by the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this Report.

 Changes
in Internal Control Over Financial Reporting

 There
was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during
the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

 Item
9B. Other Information

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Executive
Officers and Directors

 Our
executive officers and directors and their respective ages as of March 4, 2024 are as follows:

 Name

 Age

 Position

 Assaf
Ran

 Founder,
Chairman of the Board, Chief Executive Officer and President

 Vanessa
 Kao

 Chief
 Financial Officer, Vice President, Treasurer, Secretary and Director

 Michael
Jackson (1)(2)(3)

 Eran
Goldshmit (1)(2)(3)

 Lyron
 Bentovim (1)

 Phillip
 Michals (1)(2)(3)

 (1)
Member of the Audit Committee.

 (2)
Member of the Compensation Committee.

 (3)
Member of the Corporate Governance and Nominating Committee.

 All
directors hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified. Officers
are elected to serve subject to the discretion of the Board.

 Set
forth below is a brief description of the background and business experience of our executive officers and directors:

 Assaf
Ran, our founder, has been our Chief Executive Officer, president and chairman since our inception in 1989. Mr. Ran has 35 years
of senior management experience leading public and private businesses. Mr. Ran started several yellow page and other businesses from
the ground up and managed to make each one of them successful. Mr. Ran's professional experience and background with us, as our
director since March 1999, have given him the expertise needed to serve as one of our directors.

 Vanessa
Kao has been our Chief Financial Officer, vice president, treasurer and secretary since rejoining us in June 2011. Ms. Kao joined
our board in November 2023. From January 2014 through April 2016, she was also the Chief Financial Officer of Jewish Marketing Solutions
LLC. Since April 2016, she has been serving as a consultant to Jewish Marketing Solutions LLC. From July 2004 through April 2006, she
served as our assistant Chief Financial Officer. From April 2006 through December 2013, she was the Chief Financial Officer of DAG Jewish
Directories, Inc. Ms. Kao holds a M.B.A. in Finance and MIS/E-Commerce from the University of Missouri and a bachelor's degree
of Business Administration in Finance from the National Taipei University in Taiwan.

 Lyron
Bentovim has been a member of the Board since December 2008. Mr. Bentovim currently serves as the president and chief executive officer
of The Glimpse Group, Inc. (Nasdaq: VRAR), a virtual reality and augmented reality company based in New York, NY. Mr. Bentovim also serves
as a managing partner at Darklight Partners, a strategic advisor to small and mid-size public and private companies. Prior to that, from
July 2014 to August 2015, Mr. Bentovim served as chief operating officer and chief financial officer of Top Image Systems Ltd. (formerly
listed on Nasdaq: TISA), and from March 2013 to July 2014, Mr. Bentovim served as chief operating officer and chief financial officer
of NIT Health Inc. and as chief operating officer and chief financial officer and managing director at Cabrillo Advisors LLC. From August
2009 until July 2012, Mr. Bentovim has served as chief operating officer and chief financial officer of Sunrise Telecom, Inc. Prior to
joining Sunrise Telecom, Inc., from January 2002 until August 2009, Mr. Bentovim served as a portfolio manager for Skiritai Capital LLC,
an investment advisor based in San Francisco. Mr. Bentovim has over 25 years of management experience, including his experience as a
member of the board of directors at RTW Inc., Ault, Inc., Top Image Systems Ltd., Three-Five Systems Inc., Sunrise Telecom Inc., Blue
Sphere Corporation, and Argonaut Technologies Inc. Prior to his position in Skiritai Capital LLC, Mr. Bentovim served as president, chief
operating officer and co-founder of WebBrix, Inc. Additionally, Mr. Bentovim spent time as a senior engagement manager with strategy
consultancies including USWeb/CKS, the Mitchell Madison Group LLC and McKinsey & Company Inc. Mr. Bentovim has an MBA from Yale School
of Management and a law degree from the Hebrew University, Jerusalem, Israel. Mr. Bentovim's professional experience and background
with other companies and with us have given him the expertise needed to serve as one of our directors.

 Eran
Goldshmit has been a member of the Board since March 1999. Since August 2001, he has been the president of the New York Diamond Center,
New York, NY. From December 1998 until July 2001, Mr. Goldshmit was the general manager of the Carmiel Shopping Center in Carmiel, Israel.
Mr. Goldshmit received certification as a financial consultant in February 1993 from the School for Investment Consultants, Tel Aviv,
Israel, and a BA in business administration from the University of Humberside, England, in December 1998. Mr. Goldshmit's professional
experience and background with other companies and with us have given him the expertise needed to serve as one of our directors.

 Michael
J. Jackson has been a member of the Board since July 2000. Since May 2017, Mr. Jackson has been the chief financial officer of Radius
Global Market Research. From March 2016 through April 2017, Mr. Jackson served as chief financial officer and executive vice president
of both Ethology, Inc., a digital marketing agency, and Tallwave, LLC, a business design and innovation agency. From April 2007 through
February 2016, he was the chief financial officer and the executive vice president of iCrossing, Inc., a digital marketing agency. From
October 1999 to April 2007, he served as executive vice president and chief financial officer of AGENCY.COM, a global Internet professional
services company. He also served as the chief accounting officer of AGENCY.com from May 2000 and as its corporate controller from August
1999 until September 2001. From October 1994 until August 1999, Mr. Jackson was a senior manager at Arthur Andersen, LLP and manager
at Ernst & Young LLP. Mr. Jackson also served on the New York State Society Auditing Standards and Procedures Committee from 1998
to 1999 and served on the New York State Society's Securities and Exchange Commission Committee from 1999 to 2001. Mr. Jackson
holds an MBA in Finance from Hofstra University and is a certified public accountant. Mr. Jackson is a current member of the board of
directors of AvenueZ, Inc a privately held digital marketing technology company. For the five years ended May 2008, Mr. Jackson was a
member of the board of directors of Adstar, Inc. (OTC PINK: ADST). Mr. Jackson's professional experience and background with other
companies and with us have given him the expertise needed to serve as one of our directors.

 Phillip
Michals has been a member of the Board since rejoining our Board in June 2019. Mr. Michals is the chief executive officer and executive
chairman of A.G.P./Alliance Global Partners, a full-service investment banking and wealth management firm since 2018. Mr. Michals is
also a Co-Founder, Chairman of the Board and Director of A.G.P. Canada, where he assists the team with developing and executing business
goals in Canada. Mr. Michals has also been a partner in RG Michals since 1999 and affiliated with an independent firm from 2010 to 2018.
His responsibilities were primarily in business development. He was also a partner for over 10 years at MSCI, an advisory/consulting
firm that consulted for member firms of NYSE and FINRA. Mr. Michals currently has his Series 7, 63, 24, 99, and 65 licenses and received
his Bachelor of Science from the University of Delaware. Mr. Michal's professional experience and background with other companies
and with us have given him the expertise needed to serve as one of our directors.

 Code
of Ethics

 We
have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer and other persons performing
similar functions. Our current Code of Ethics is posted on our web site at www.manhattanbridgecapital.com. The information on our website
is not incorporated by reference into this Report. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding
amendment to, or waiver from, a provision of our Code of Ethics by posting such information on the website address specified above.

 Committees
of the Board of Directors

 We
have three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each
committee is made up entirely of independent directors as defined under the Nasdaq Stock Market Rules. The members of the Audit Committee
are Michael Jackson, who serves as chairman, Eran Goldshmit, Lyron Bentovim and Phillip Michals. The members of the Compensation Committee
and the Corporate Governance and Nominating Committee are Michael Jackson, Eran Goldshmit and Phillip Michals. Current copies of each
committee's charter are available on our website at www.manhattanbridgecapital.com.

 Audit
Committee. The Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial
controls, relationships with auditors and audits of financial statements. Specifically, the Audit Committee's responsibilities
include the following:

 selecting,
 hiring and terminating our independent auditors;

 evaluating
 the qualifications, independence and performance of our independent auditors;

 approving
 the audit and non-audit services to be performed by the independent auditors;

 reviewing
 the design, implementation and adequacy and effectiveness of our internal controls and critical
 policies;

 overseeing
 and monitoring the integrity of our consolidated financial statements and our compliance
 with legal and regulatory requirements as they relate to our financial statements and other
 accounting matters;

 with
 management and our independent auditors, reviewing any earnings announcements and other public
 announcements regarding our results of operations; and

 preparing
 the report that the Securities and Exchange Commission requires in our annual proxy statement.

 The
Board has determined that Michael Jackson is qualified as an Audit Committee Financial Expert pursuant to Item 407(d)(5) of Regulation
S-K. Each Audit Committee member is independent, as that term is defined in Section 10A(m)(3) of the Exchange Act and their relevant
experience is more fully described above.

Committee. The Compensation Committee assists the Board in determining the compensation of our officers and directors. Specific responsibilities
include the following:

 approving
 the compensation and benefits of our executive officers;

 administering
 our clawback policy;

 reviewing
 the performance objectives and actual performance of our officers; and

 administering
 our stock option and other equity and incentive compensation plans.

 The
Compensation Committee is comprised entirely of directors who satisfy the standards of independence applicable to compensation committee
members under Section 16(b) of the Exchange Act. During the fiscal year ended December 31, 2023, the Compensation Committee did not utilize
the services of a compensation consultant.

 Corporate
Governance and Nominating Committee. The Corporate Governance and Nominating Committee assists the Board by identifying and recommending
individuals qualified to become members of the Board. Specific responsibilities include the following:

 evaluating
 the composition, size and governance of the Board and its committees and making recommendations
 regarding future planning and the appointment of directors to our committees;

 establishing
 a policy for considering shareholder nominees to the Board;

 reviewing
 our corporate governance principles and making recommendations to the Board regarding possible
 changes; and

 reviewing
 and monitoring compliance with our code of ethics and insider trading policy.

 Shareholder
Communications

 The
Board has established a process to receive communications from shareholders. Shareholders and other interested parties may contact any
member (or all members) of the Board, or the non-management directors as a group, any Board committee or any chair of any such committee
by mail or electronically. To communicate with the Board, any individual director or any group or committee of directors, correspondence
should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such
correspondence should be sent c/o Corporate Secretary at 60 Cutter Mill Road, Suite 205, Great Neck, NY 11021.

 All
communications received as set forth in the preceding paragraph will be opened by the Secretary for the sole purpose of determining whether
the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or
service, patently offensive material or matters deemed inappropriate for the Board will be forwarded promptly to the addressee. In the
case of communications to the Board or any group or committee of directors, the Secretary will make sufficient copies of the contents
to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

 Item
11. Executive Compensation

 The
following Summary Compensation Table sets forth all compensation earned by or paid to, in all capacities, during the years ended December
31, 2023 and 2022 by (i) the Company's Chief Executive Officer and (ii) the most highly compensated executive officers, other than
the Chief Executive Officer, who were serving as executive officers and whose total compensation exceeded $100,000 (the individuals falling
within categories (i) and (ii) are collectively referred to as the "Named Executives"):

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 All Other

 ($) (1)

 Total

 ($)

 Assaf Ran

 2023

 $
 350,000

 $
 130,000

 $
 48,751

 $
 528,751

 Chief Executive Officer and President

 2022

 $
 329,231

 $
 —

 $
 46,190

 $
 375,421

 Vanessa Kao

 2023

 $
 170,000

 $
 65,000

 $
 12,090

 $
 247,090

 Chief Financial Officer, Vice President, Treasurer and Secretary

 2022

 $
 160,769

 $
 —

 $
 12,190

 $
 172,959

 (1)
Consists of certain expense reimbursements and Company matching contributions made pursuant to its Simple IRA Plan.

 Employment
Contracts

 We
have an employment agreement with Mr. Assaf Ran, our President and Chief Executive Officer, pursuant to which: (i) Mr. Ran's employment
term renews automatically on June 30 th of each year for successive one-year periods unless either party gives to the other
written notice at least 180 days prior to June 30 th of its intention to terminate the agreement; (ii) Mr. Ran receives a current
annual base salary of $350,000 and annual bonuses as determined by the Compensation Committee of the Board, in its sole and absolute
discretion, and is eligible to participate in all executive benefit plans established and maintained by us; and (iii) Mr. Ran agreed
to a one-year non-competition period following the termination of his employment. If the employment agreement is terminated by Mr. Ran
for "good reason" (as defined in the employment agreement) he shall be paid (1) his base compensation up to the effective
date of such termination; (2) his full share of any incentive compensation payable to him for the year in which the termination occurs;
and (3) a lump sum payment equal to 100% of the average cash compensation paid to, or accrued for, him in the two calendar years immediately
preceding the calendar year in which the termination occurs.

 In
June 2022, the Compensation Committee approved an increase of Mr. Ran's annual base salary from $305,000 to $350,000.

 Restricted
Stock Grant

 In
September 2011, upon shareholders' approval at the 2011 annual meeting of shareholders, we granted 1,000,000 restricted common
shares (the "Restricted Shares") to Mr. Ran, our Chief Executive Officer. Under the terms of the restricted shares agreement,
among other things, Mr. Ran may not sell, convey, transfer, pledge, encumber or otherwise dispose of the Restricted Shares until the
earliest to occur of the following: (i) September 9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect
to an additional 1/3 of the Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii) the
date on which Mr. Ran's employment is terminated by us for any reason other than for "Cause" (i.e., misconduct that
is materially injurious to us monetarily or otherwise, including engaging in any conduct that constitutes a felony under federal, state
or local law); or (iii) the date on which Mr. Ran's employment is terminated on account of (A) his death; or (B) his disability,
which, in the opinion of his personal physician and a physician selected by us prevents him from being employed with us on a full-time
basis (each such date being referred to as a "Risk Termination Date"). If at any time prior to a Risk Termination Date Mr.
Ran's employment is terminated by us for Cause, or by Mr. Ran voluntarily for any reason other than death or disability, Mr. Ran
will forfeit that portion of the Restricted Shares which has not previously vested. Mr. Ran has the power to vote the Restricted Shares
and will be entitled to all dividends payable with respect to the Restricted Shares.

 In
connection with the Compensation Committee's approval of the foregoing grant of Restricted Shares, the Compensation Committee consulted
with and obtained the concurrence of independent compensation experts and informed Mr. Ran that it had no present intention of continuing
its prior practice of annually awarding stock options to Mr. Ran as Chief Executive Officer. Also, Mr. Ran, advised the Compensation
Committee that he would not seek future stock option grants.

 Termination
and Change of Control Arrangement

 In
the event of termination, Mr. Ran will not be entitled to receive any severance and any non-vested options will be automatically forfeited.
If at any time prior to a Risk Termination Date Mr. Ran's employment is terminated by us for cause or by Mr. Ran voluntarily for
any reason other than death or disability, Mr. Ran will forfeit that portion of the Restricted Shares which have not previously vested.
If Mr. Ran is terminated for any reason other than for cause, the Restricted Shares become immediately transferable.

 The
following table sets forth information concerning outstanding equity awards to the Named Executives as of December 31, 2023.

 Outstanding
Equity Awards at Fiscal Year-End

 Stock Awards

 Name

 Number of Shares or Units of Stock That Have Not Vested (#)

 Market Value of Shares or Units of Stock That Have Not Vested ($)

 Assaf Ran

 Chief Executive Officer and President

 1,000,000

 4,970,000
 (1)(2)

 (1)
 Calculated
 based on the closing market price of $4.97 at the end of the last completed fiscal year on
 December 29, 2023.

 (2)
 Mr.
 Ran may not sell, convey, transfer, pledge, encumber or otherwise dispose of the Restricted
 Shares until the earliest to occur of the following: (i) September 9, 2026, with respect
 to 1/3 of the Restricted Shares, September 9, 2027 with respect to an additional 1/3 of the
 Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares;
 (ii) the date on which Mr. Ran's employment is terminated by us for any reason other
 than for "Cause;" or (iii) on a Risk Termination Date. If at any time prior to
 a Risk Termination Date Mr. Ran's employment is terminated by us for Cause or Mr. Ran
 voluntarily terminates his employment for any reason other than death or disability, Mr.
 Ran will forfeit that portion of the Restricted Shares which have not previously vested.

of Directors

2023, the annual cash compensation paid to each independent member of the Board was $16,000, plus an additional $300 for each committee
meeting attended. The table below summarizes the compensation paid to our directors for the year ended December 31, 2023:

 Name
 (a)

 Fees Earned or Paid in Cash
 ($)

 Michael Jackson

 $
 17,500

 Eran Goldshmit

 $
 17,200

 Lyron Bentovim

 $
 17,500

 Phillip Michals

 $
 17,200

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 The
following table, together with the accompanying footnotes, sets forth information, as of March 4, 2024, regarding the beneficial ownership
of our common shares by all persons known by us to beneficially own more than 5% of our outstanding common shares, each Named Executive
Officer, each director, and all of our directors and executive officers as a group:

 Name of Beneficial Owner

 Amount of Beneficial Ownership (1)

 Percentage of
 Class

 Executive Officers and Directors

 Assaf Ran (2)

 2,606,000

 22.8
 %

 Vanessa Kao

 8,236

 *

 Michael Jackson

 41,344

 *

 Eran Goldshmit

 10,978

 *

 Lyron Bentovim

 39,287

 *

 Phillip Michals

 101,058

 *

 All executive officers and directors as a group (6 persons)

 2,806,903

 24.5
 %

 *
Less than 1%

 (1)
 A
 person is deemed to be a beneficial owner of securities that can be acquired by such person
 within 60 days from March 4, 2024, upon the exercise of options and warrants or conversion
 of convertible securities. Each beneficial owner's percentage ownership is determined
 by assuming that options, warrants and convertible securities that are held by such person
 (but not held by any other person) and that are exercisable or convertible within 60 days
 from March 4, 2024 have been exercised or converted. Except as otherwise indicated, and subject
 to applicable community property and similar laws, each of the persons named has sole voting
 and investment power with respect to the shares shown as beneficially owned. All percentages
 are determined based on 11,438,651 shares outstanding on March 4, 2024.

 (2)
 Includes 1,000,000 Restricted Shares granted to Mr. Ran on September 9, 2011, which was approved by shareholders at our 2011 annual meeting
of shareholders. Mr. Ran may not sell, convey, transfer, pledge, encumber or otherwise dispose of the Restricted Shares until the earliest
to occur of the following: (i) September 9, 2026, with respect to 1/3 of the Restricted Shares, September 9, 2027 with respect to an
additional 1/3 of the Restricted Shares and September 9, 2028 with respect to the final 1/3 of the Restricted Shares; (ii) the date on
which Mr. Ran's employment is terminated by us for any reason other than for "Cause;" or (iii) on a Risk Termination
Date. If at any time prior to a Risk Termination Date Mr. Ran's employment is terminated by us for Cause or Mr. Ran voluntarily
terminates his employment for any reason other than death or disability, Mr. Ran will forfeit that portion of the Restricted Shares which
have not previously vested. Mr. Ran's address is c/o Manhattan Bridge Capital, Inc., 60 Cutter Mill Road, Suite 205, Great Neck,
New York 11021.

 Item
13. Certain Relationships and Related Transactions and Director Independence

 The
Board is comprised of Assaf Ran, Vanessa Kao, Michael J. Jackson, Eran Goldshmit, Lyron Bentovim and Phillip Michals. The Board has determined,
in accordance with Nasdaq's Stock Market Rules, that: (i) Messrs. Jackson, Goldshmit, Bentovim and Michals (the "Independent
Directors") are independent and represent a majority of its members; (ii) Messrs. Jackson, Goldshmit, Bentovim and Michals, as
the members of the Audit Committee, are independent for such purposes; and (iii) Messrs. Jackson, Goldshmit and Michals, as the members
of the Compensation Committee, are independent for such purposes. In determining director independence, the Board applies the independence
standards set by the Nasdaq. In its application of such standards the Board takes into consideration all transactions with Independent
Directors and the impact of such transactions, if any, on any of the Independent Directors' ability to continue to serve on the
Board.

 In
February 2023, we sold a mortgage note from our loan portfolio to a third-party investor at its face value of $485,000. Mr. Assaf Ran
participated in such acquisition in the amount of $152,000.

 Item
14. Principal Accountant Fees and Services

 The
aggregate fees billed by our principal accounting firm, Hoberman & Lesser CPAs, LLP, for the fiscal years ended December 31, 2023,
and 2022 (including for services for MBC Funding II) are as follows:

 (a)
Audit Fees

 2023

 The
aggregate fees incurred during 2023 for our principal accountant were $71,000, covering the audit of our annual financial statements
and the review of our financial statements for the first, second and third quarters of 2023.

 2022

 The
aggregate fees incurred during 2022 for our principal accountant were $69,500, covering the audit of our annual financial statements
and the review of our financial statements for the first, second and third quarters of 2022.

 (b)
Audit-Related Fees

 There
were no audit-related fees billed by our principal accountant during 2023 or 2022.

 (c)
Tax Fees

 There
were no tax fees billed by our principal accountant during 2023 or 2022.

 (d)
All Other Fees

 No
other fees, beyond those disclosed in this Item 14, were billed during 2023 or 2022.

 Audit
Committee Pre-Approval, Policies and Procedures

 Our
Audit Committee approved the engagement with Hoberman & Lesser CPAs, LLP. These services were pre-approved by our Audit Committee
to assure that such services do not impair the auditor's independence from us.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)

 1.

 Financial Statements - See Index to Financial Statements
on page F-1.

 2.

 Financial Statement Schedules – See (c) below.

 3.

 Exhibits – See (b) below.

 Exhibit

 No.

 Description

 3.1

 Restated Certificate of Incorporation filed with the Secretary of State of New York in July 2014 (1)

 3.2

 Amended and Restated Bylaws effective in May 2014 (1)

 4.1

 Specimen
 Stock Certificate (2)

 4.2

 Indenture, dated as of April 25, 2016, among Manhattan Bridge Capital, Inc., MBC Funding II Corp and Worldwide Stock Transfer, LLC (3)

 4.3

 Description of Securities (11)

 10.1**

 Employment
 Agreement dated March 1, 1999 by and between Assaf Ran and the Company (4)

 10.2**

 2009 Stock Option Plan, as amended (6)

 10.3

 Continuing Guaranty of Manhattan Bridge Capital Inc. dated April 25, 2016. (3)

 10.4

 Pledge Agreement, dated as of April 25, 2016, between Manhattan Bridge Capital and Worldwide Stock Transfer, LLC (3)

 10.5

 Guaranty dated April 25, 2016 of MBC Funding II Corp. (3)

 10.6

 Intercreditor Agreement, dated as of April 25, 2016, between Webster Business Credit Corp and Worldwide Stock Transfer, LLC (3)

 10.7

 Amendment of Lease, dated July 21, 2016, between the Company and Philips Cutter Mill Owner LLC for the premises located at 60 Cutter Mill Road, Great Neck, New York 11201 (5)

 10.8**

 Restricted Share Agreement, dated September 9, 2011, between the Company and Assaf Ran (11)

 10.9

 Amended and Restated Revolving Credit Note, dated July 7, 2017, executed by Manhattan Bridge Capital, Inc (7)

 10.10

 Amended and Restated Credit and Security Agreement, effective August 8, 2017, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, and Flushing Bank (8)

 10.11

 Waiver and Amendment No. 1 to Amended and Restated Credit and Security Agreement, effective July 11, 2018, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, Flushing Bank and Assaf Ran (10)

 10.12

 Amended and Restated Revolving Credit Note, effective July 11, 2018, between Manhattan Bridge Capital, Inc. and Flushing Bank (10)

 10.13

 Amendment No. 2 to Amended and Restated Credit and Security Agreement, effective December 31, 2019, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, Flushing Bank and Assaf Ran (11)

 10.14

 Amendment No. 3 to Amended and Restated Credit and Security Agreement, effective February 26, 2020, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, Flushing Bank, Mizrahi and Assaf Ran (11)

 10.15

 Amendment No. 5 to Amended and Restated Credit and Security Agreement, effective April 13, 2022, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, Flushing Bank, Mizrahi and Assaf Ran (12)

 10.16

 Amendment No. 6 to Amended and Restated Credit and Security Agreement, effective April 13, 2022, among Manhattan Bridge Capital, Inc., Webster Business Credit Corporation, Flushing Bank, Mizrahi and Assaf Ran (12)

 10.17

 Revolving Credit Note dated February 25, 2020, between Manhattan Bridge Capital, Inc. and Mizrahi (11)

 10.18

 Consent and Amendment Letter Agreement by and among Manhattan Bridge Capital Inc., Webster Business Credit Corporation, Flushing Bank and Mizrahi Tefahot Bank Ltd., dated July 2, 2021 (13)

 10.19

 Waiver Agreement by and among Manhattan Bridge Capital Inc., and Webster Business Credit Corporation, Flushing Bank and Mizrahi Tefahot Bank Ltd, a division of Webster Bank, N.A., dated March 7, 2022 (14)

 21.1

 List of Subsidiaries (9)

 23.1

 Consent of Hoberman & Lesser CPA's, LLP, dated March 16, 2020 (***)

 31.1

 Chief Executive Officer Certification under Rule 13a-14 (***)

 31.2

 Chief Financial Officer Certification under Rule 13a-14 (***)

 32.1

 Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 (*)

 32.2

 Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 (*)

 97.1*

 Clawback policy

 101.INS

 Instance Document

 101.CAL

 Taxonomy Extension Schema Document

 101.SCH

 Taxonomy Extension Calculation Linkbase Document

 101.LAB

 Taxonomy Extension Label Linkbase Document

 101.PRE

 Taxonomy Extension Presentation Linkbase Document

 101.DEF

Taxonomy Extension Definition Linkbase Document

 Cover

 *
Furnished herewith.

 **
Compensation plan or arrangement for current or former executive officers and directors.

 ***
Filed herewith.

 (1)

 filed as exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and incorporated herein by reference.

 (2)

 filed as exhibit to Registration Statement on Form SB-2/A filed on April 23, 1999 and incorporated herein by reference.

 (3)

 filed as exhibit to Current Report on Form 8-K filed on April 27, 2016 and incorporated herein by reference.

 (4)

 filed as exhibit to Registration Statement on Form SB-2 filed on March 10, 1999 and incorporated herein by reference.

 (5)

 filed as exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference.

 (6)

 filed as Appendix A to Schedule 14A filed on August 5, 2011 and incorporated herein by reference.

 (7)

 filed as exhibit to Current Report on Form 8-K filed on July 13, 2017 and incorporated herein by reference.

 (8)

 filed as exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference.

 (9)

 filed as exhibit to Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and incorporated by reference herein.

 (10)

 filed as exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference.

 (11)

 filed as exhibit to Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated by reference herein.

 (12)

 filed as exhibit to Current Report on Form 8-K filed on April 25, 2022 and incorporated herein by reference.

 (13)

 filed as exhibit to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference.

 (14)

 filed as exhibit to Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated by reference herein.

 (c)

 No
 financial statement schedules are included because the information is either provided in the financial statements or is not required
 under the related instructions or is inapplicable and such schedules therefore have been omitted.

 Item
16. 10-K Summary

 None.

 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.

 Manhattan
 Bridge Capital, Inc.

 By:

 /s/
 Assaf Ran

 Assaf
 Ran, President, Chief Executive Officer and Chairman of the Board of Directors

 Date:
March 11, 2024

 In
accordance with the Exchange Act, 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/ Assaf Ran

 President, Chief Executive Officer and Chairman of

 March

 Assaf Ran

 the Board
 of Directors (Principal Executive Officer)

 /s/ Vanessa Kao

 Chief
 Financial Officer and Treasurer (Principal

 March

 Vanessa Kao

 Financial and Accounting
 Officer), Director

 /s/Lyron Bentovim

 March

 Lyron Bentovim

 /s/ Eran Goldshmit

 March

 Eran Goldshmit

 /s/ Michael Jackson

 March

 Michael Jackson

 /s/ Phillip Michals

 March

 Phillip Michals

BRIDGE CAPITAL, INC.

to Consolidated Financial Statements

 Page

 Number

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 694)

 Consolidated
 Financial Statements:

 Balance Sheets at December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

 Manhattan
Bridge Capital, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Manhattan Bridge Capital, Inc. and Subsidiary (the "Company")
as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
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 that 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.

 F- 2

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter
does not alter in any way our opinion on the 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 account or disclosures to which it relates.

 Allowance
for Credit Losses

 As
discussed in Note 2 to the consolidated financial statements, the Company estimates its allowance for credit losses on its loans
receivable primarily using the Weighted Average Remaining Maturity (WARM) method along with consideration of other variables. Based
on these assessments, the Company determined that no allowance for credit losses is required.

 The
allowance for credit losses was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant
audit effort to evaluate the subjective and complex judgments made by management in determining whether any of its loans receivable are
impaired and/or require an allowance for credit losses.

 Addressing
the critical audit matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the
consolidated financial statements. These procedures included evaluating the appropriateness of the method and other variables used, testing
the application of the method and other variables used, as well as testing the accuracy of data used with respect to the method and other
variables. These procedures also included, with the assistance of outside valuation specialists, as well as utilization of independent
empirical data, evaluating significant judgments applied by management in determining whether indicators of impairment were present,
with respect to the Company's loan portfolio and the underlying collateral, by obtaining evidence to corroborate such judgments
and searching for evidence contrary to such judgments.

 /s/ Hoberman & Lesser, CPA's
LLP

 We
have served as the Company's auditors since 2007.

 New
York, New York

 March

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 December
31, 2023 and 2022

 2023

 2022

 Assets

 Loans receivable

 $
 73,048,403

 $
 74,483,463

 Interest receivable on loans

 1,395,905

 1,363,502

 Cash

 104,222

 103,540

 Cash - restricted

 1,587,773

 —

 Other assets

 63,636

 59,566

 Operating lease right-of-use asset, net

 207,364

 262,222

 Deferred financing costs, net

 27,583

 7,708

 Total assets

 $
 76,434,886

 $
 76,280,001

 Liabilities and Stockholders' Equity

 Liabilities:

 Line of credit

 $
 25,152,338

 $
 24,994,234

 Senior secured notes (net of deferred financing costs of $ 172,069 and $ 247,155, respectively)

 5,827,931

 5,752,845

 Deferred origination fees

 719,019

 669,128

 Accounts payable and accrued expenses

 295,292

 289,868

 Operating lease liability

 220,527

 273,485

 Dividends payable

 1,287,073

 1,436,868

 Total liabilities

 33,502,180

 33,416,428

 Commitments and contingencies

 -

 -

 Stockholders' equity:

 Preferred shares - $.01 par value; 5,000,000 shares authorized; none issued

 —

 —

 Common shares - $.001 par value; 25,000,000 shares authorized; 11,757,058 issued; 11,440,651 and 11,494,945 outstanding, respectively

 Additional paid-in capital

 45,548,876

 45,535,811

 Less: Treasury stock, at cost – 316,407
 and 262,113
 shares

 ( 1,060,606
)

 ( 798,939
)

 Accumulated deficit

 ( 1,567,321
)

 ( 1,885,056
)

 Total stockholders' equity

 42,932,706

 42,863,573

 Total liabilities and stockholders' equity

 $
 76,434,886

 $
 76,280,001

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

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 2023

 2022

 Revenue:

 Interest income from loans

 $
 7,976,232

 $
 6,772,889

 Origination fees

 1,820,024

 1,798,075

 Total Revenue

 9,796,256

 8,570,964

 Operating costs and expenses:

 Interest and amortization of deferred financing costs

 2,525,935

 1,822,825

 Referral fees

 2,153

 4,500

 General and administrative expenses

 1,825,227

 1,549,251

 Total operating costs and expenses

 4,353,315

 3,376,576

 Income from operations

 5,442,941

 5,194,388

 Other income

 33,880

 18,000

 Income before income tax expense

 5,476,821

 5,212,388

 Income tax expense

 ( 650
)

 ( 650
)

 Net income

 $

 $
 5,211,738

 Basic and diluted net income per common share outstanding:

 —Basic

 $
 0.48

 $
 0.45

 —Diluted

 $
 0.48

 $
 0.45

 Weighted average number of common shares outstanding

 —Basic

 11,469,741

 11,494,945

 —Diluted

 11,469,741

 11,494,945

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

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 Shares

 Amount

 Capital

 Shares

 Cost

 Deficit

 Totals

 Common Stock

 Additional Paid-in

 Treasury Stock

 Accumulated

 Shares

 Amount

 Capital

 Shares

 Cost

 Deficit

 Totals

 Balance, January 1, 2022

 $

 $
 45,522,746

 262,113

 $
 ( 798,939
)

 $
 ( 1,349,322
)

 $
 43,386,242

 Purchase of treasury shares

 Purchase of treasury stock, shares

 Non-cash compensation

 Dividends paid

 ( 4,310,604
)

 ( 4,310,604
)

 Dividends declared and payable

 ( 1,436,868
)

 ( 1,436,868
)

 Net income for the year ended December 31, 2022

 -

 -

 5,211,738

 5,211,738

 Balance, December 31, 2022

 45,535,811

 262,113

 ( 798,939
)

 ( 1,885,056
)

 42,863,573

 Balance

 45,535,811

 262,113

 ( 798,939
)

 ( 1,885,056
)

 42,863,573

 Purchase of treasury shares

 54,294

 ( 261,667
)

 ( 261,667
)

 Non-cash compensation

 Dividends paid

 ( 3,871,363
)

 ( 3,871,363
)

 Dividends declared and payable

 ( 1,287,073
)

 ( 1,287,073
)

 Net income for the year ended December 31, 2023

 -

 -

 Net income

 Balance, December 31, 2023

 $

 $
 45,548,876

 316,407

 $
 ( 1,060,606
)

 $
 ( 1,567,321
)

 $
 42,932,706

 Balance

 $

 $
 45,548,876

 316,407

 $
 ( 1,060,606
)

 $
 ( 1,567,321
)

 $
 42,932,706

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

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 2023

 2022

 Cash flows from operating activities:

 Net income

 $

 $
 5,211,738

 Adjustments to reconcile net income to net cash provided by operating activities -

 Amortization of deferred financing costs

 93,403

 113,736

 Depreciation

 4,057

 2,307

 Non-cash compensation expense

 Adjustment to operating lease right-of-use asset and liability

 1,900

 4,096

 Changes in operating assets and liabilities:

 Interest receivable on loans

 ( 32,403
)

 ( 408,059
)

 Other assets

 ( 3,042
)

 5,742

 Accounts payable and accrued expenses

 5,424

 135,699

 Deferred origination fees

 49,891

 88,667

 Net cash provided by operating activities

 5,608,466

 5,166,991

 Cash flows from investing activities:

 Issuance of short term loans

 ( 56,301,376
)

 ( 60,915,596
)

 Collections received from loans

 57,736,436

 52,147,497

 Purchase of fixed assets

 ( 5,085
)

 ( 2,871
)

 Net cash provided by (used in) investing activities

 1,429,975

 ( 8,770,970
)

 Cash flows from financing activities:

 Proceeds from line of credit, net

 158,104

 9,348,264

 Dividends paid

 ( 5,308,231
)

 ( 5,747,472
)

 Purchase of treasury shares

 ( 261,667
)

 —

 Deferred financing costs incurred

 ( 38,192
)

 ( 35,819
)

 Net cash (used in) provided by financing activities

 ( 5,449,986
)

 3,564,973

 Net increase (decrease) in cash and restricted cash

 1,588,455

 ( 39,006
)

 Cash, beginning of year

 103,540

 142,546

 Cash and restricted cash, end of year *

 $
 1,691,995

 $
 103,540

 Supplemental Disclosure of Cash Flow Information:

 Cash paid for taxes during the year

 $

 $

 Cash paid for interest during the year

 $
 2,423,838

 $
 1,581,935

 Cash paid for operating leases during the year

 $
 64,055

 $
 63,621

 Supplemental Schedule of Noncash Financing Activities:

 Dividend declared and payable

 $
 1,287,073

 $
 1,436,868

 *
 At December 31,
2023, cash and restricted cash included $ 1,587,773 of restricted cash.

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

 F- 7

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 December
31, 2023 and 2022

 1.
 The Company

 Manhattan
Bridge Capital, Inc. ("MBC") and its wholly-owned subsidiary, MBC Funding II Corp. ("MBC Funding") (collectively,
the "Company"), offer short-term, secured, non–banking loans (sometimes referred to as "hard money" loans)
to real estate investors to fund their acquisition, renovation, rehabilitation or development of residential or commercial properties
located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida.

 2.
 Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP").

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Manhattan Bridge Capital, Inc. and its wholly-owned subsidiary, MBC Funding.
All significant intercompany balances and transactions have been eliminated in consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Management will base the use of estimates on (a) a preset number of assumptions that consider past experience,
(b) future projections, and (c) general financial market conditions. Actual amounts could differ from those estimates.

 Concentrations
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and short-term
commercial loans.

 The
Company maintains its cash with major financial institutions. Accounts at the financial institutions are insured by the Federal
Deposit Insurance Corporation (FDIC) up to $ 250,000
per depositor.

 Credit
risks associated with short-term commercial loans the Company makes to real estate investors and related interest receivable are described
in Note 4.

 F- 8

 Allowance
for Credit Losses

 Effective
January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, "Financial Instruments – Credit
Losses (Accounting Standards Codification ("ASC") 326)." The ASU introduced a new credit loss methodology, Current Expected Credit Losses ("CECL"), which
requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes
a lifetime "expected credit loss" methodology for the recognition of credit losses for loans and other receivables at the
time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime
credit losses. This method replaces the multiple existing impairment methods in current U.S. GAAP, which generally require a loss be
incurred before it is recognized.

 The
Company estimates its CECL reserve primarily using the Weighted Average Remaining Maturity ("WARM") method, which has been
identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards Board Staff Q&A ASC
326, No.1. The WARM method requires reference to historic loss data taking into consideration expected economic conditions over the relevant
timeframe. The Company applies the WARM method for the majority of its loan portfolio, which loans share similar risk characteristics.

 Application
of the WARM method to estimate a CECL reserve requires judgment, including (i) the appropriate historical loan loss reference data, (ii)
the expected timing and amount of future loan fundings and repayments, and (iii) the current credit quality of the Company's loan
portfolio and expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant
to the Company's portfolio, the Company reviews its historical loan performance, which includes zero realized principal losses
since the inception of the Company's business. In addition, the Company reviews each loan on a quarterly basis and evaluates the
borrower's ability to pay the monthly interest, the borrower's likelihood of executing the original exit strategy, as well
as the loan-to-value ratio. Based on these analyses, as of December 31, 2023 and 2022, no allowance for credit losses is required. Failure
to properly measure an allowance for credit losses could result in the overstatement of earnings and the carrying value of the loans
receivable. Actual losses, if any, could differ significantly from estimated amounts.

 Accrued
interest receivable on loans receivable is excluded from the estimate of credit losses.

 Income
Taxes

 The
Company follows ASC Sub-Topic 740-10, "Accounting for Uncertainty in Income Taxes",
which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position
taken, or expected to be taken, in a tax return. For those benefits to be recognized, a tax position must be more likely than not to
be sustained upon examination by taxing authorities. As of December 31, 2023 and 2022, the Company has no material uncertain tax positions
to be accounted for in the consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax
positions, if any, as part of income tax expense.

 The
Company is organized and conducts its operations to qualify as a real estate investment trust ("REIT") for federal income
tax purposes. The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2014. A REIT calculates taxable
income similar to other domestic corporations, with the major difference being a REIT is entitled to a deduction for dividends paid.
A REIT is generally required to distribute each year at least 90 % of its REIT taxable income. If it chooses to retain the remaining 10 %
of taxable income, it may do so, but it will be subject to a corporate income tax on such income. The Company may be subject to federal
excise tax and minimum state taxes.

 F- 9

 Revenue
Recognition

income from commercial loans is recognized, as earned, over the loan period.

 Origination
fee revenue on commercial loans is amortized over the term of the respective note.

 Deferred
Financing Costs

 The
Company presents deferred financing costs, excluding those incurred in connection with its line of credit, in the consolidated
balance sheet as a direct reduction from the related debt liability rather than an asset, in accordance with ASU 2015-03,
"Interest – Imputation of Interest (ASC Sub-Topic 835-30): Simplifying the Presentation of Debt Issuance Costs."
These costs, incurred in connection with the issuance of the Company's senior secured notes, are being amortized over ten
years, using the straight-line method, as the difference between use of the effective interest method is not material. The
amortization of loan costs are included in interest and amortization of deferred financing costs in the accompanying consolidated
statements of operations.

 Deferred
financing costs in connection with the Company's Amended and Restated Credit and Security Agreement, as amended (the
"Amended and Restated Credit Agreement"), with Webster Business Credit Corporation ("Webster"), Flushing
Bank ("Flushing") and Mizrahi Tefahot Bank Ltd ("Mizrahi"), which established the Company's credit
line (the "Webster Credit Line"), as discussed in Note 5, are presented as an asset in the balance sheet, in accordance
with ASU 2015-15, "Interest – Imputation of Interest (ASC Sub-Topic 835-30): Presentation and Subsequent Measurement of
Debt Issuance Costs Associated With Line of Credit Arrangements." These costs are being amortized over the term of the
respective agreement, using the straight-line method.

 Earnings
Per Share ("EPS")

 Basic
and diluted EPS are calculated in accordance with ASC 260, "Earnings Per Share." Under ASC 260, basic earnings per share
is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period.
Diluted EPS includes the potential dilution from the exercise of stock options and warrants for common shares using the treasury stock
method. The numerator in calculating both basic and diluted EPS for each year is the reported net income. There were no outstanding stock
options or warrants at December 31, 2023 and 2022.

 Stock-Based

 The
Company measured and recognized compensation awards for all stock option grants made to employees and directors, based on their fair
value in accordance with ASC 718, "Compensation - Stock Compensation" ("ASC 718"), which establishes
standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. A key
provision of this statement is to measure the cost of employee services received in exchange for an award of equity instruments
(including stock options) based on the grant-date fair value of the award. The cost will be recognized over the service period
during which an employee is required to provide service in exchange for the award (i.e., the requisite service period or vesting
period). The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 718 and ASC
Sub-Topic 505-50, "Equity-Based Payment to Non-Employees." All transactions with non-employees in which goods or
services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued, whichever is more appropriately measurable.

 F- 10

 Fair
Value of Financial Instruments

 For
the line of credit, as well as interest bearing commercial loans held by the Company, the carrying amount approximates fair value due
to the relative short-term nature of such instruments. The Company determines the fair value of its senior secured notes using market
prices which currently approximate their carrying amount.

 Recent
Accounting Pronouncements

 Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 3.
 Cash - Restricted

 Restricted
cash mainly represents collections received, pending clearance, from the Company's commercial loans and is primarily dedicated
to the reduction of the Company's Webster Credit Line established pursuant to the Amended and Restated Credit Agreement (see Note
5).

 4.
 Commercial Loans

 Loans
Receivable

 The
Company offers short-term secured non–banking loans to real estate investors (also known as hard money) to fund their acquisition
and construction of properties located in the New York metropolitan area, including New Jersey and Connecticut, and in Florida. The loans
are principally secured by collateral consisting of real estate and accompanied by personal guarantees from the principals of the borrowers.
The loans are generally for a term of one year. The short term loans are initially recorded, and carried thereafter, in the financial
statements at cost. Most of the loans provide for receipt of interest only during the term of the loan and a balloon payment at the end
of the term.

 For
the years ended December 31, 2023 and 2022, the total amounts of $ 56,301,376 and $ 60,915,596, respectively, have been lent, offset by
collections received from borrowers, under the commercial loans in the amount of $ 57,736,436 and $ 52,147,497, respectively. The face
amounts of the loans the Company originated in the past seven years have ranged from a minimum of $ 40,000 to a maximum of $ 3,300,000.
The Company's board of directors established a policy limiting the maximum amount of any loan to the lower of (i) 9.9% of the aggregate
amount of the Company's loan portfolio (not including the loan under consideration) and (ii) $3.5 million. The Company's
loans typically have a maximum initial term of 12 months and bear interest at a fixed rate of 9 % to 13.5 % per year. In addition, the
Company usually receives origination fees, or "points," ranging from 0 % to 2 % of the original principal amount of the loan
as well as other fees relating to underwriting, funding and managing the loan. Interest is always payable monthly, in arrears. In the
case of acquisition financing, the principal amount of the loan usually does not exceed 75% of the value of the property (as determined
by an independent appraiser), and in the case of construction financing, up to 80% of construction costs.

 F- 11

 At
December 31, 2023, the Company was committed to $ 7,978,089 in construction loans that can be drawn by the borrowers when certain conditions
are met.

 At
December 31, 2023 and 2022, no one entity has loans outstanding representing more than 10 % of the total balance of the loans outstanding.

 The
Company generally grants loans for a term of one year. When a performing loan reaches its maturity and the borrower requests an extension,
the Company may extend the term of the loan beyond one year. Prior to granting an extension of any loan, the Company reevaluates the
underlying collateral.

 Credit
Risk

 Credit
risk profile based on loan activity as of December 31, 2023 and 2022:

 Schedule
of Credit Risk

 Performing loans

 Developers-Residential

 Developers-Commercial

 Developers-Mixed Use

 Total outstanding loans

 December 31, 2023

 $
 64,729,403

 $
 7,300,000

 $
 1,019,000

 $
 73,048,403

 December 31, 2022

 $
 62,264,463

 $
 9,300,000

 $
 2,919,000

 $
 74,483,463

 At
December 31, 2023, the Company's loans receivable consisted of loans in the amount of $ 33,343, $ 760,433, $ 2,210,250, $ 1,854,000,
$ 7,225,000 and $ 20,480,886, originally due or committed to lend to borrowers in 2016, 2019, 2020, 2021, 2022 and 2023, respectively.
At December 31, 2022, the Company's loans receivable consisted of loans in the amount of $ 46,678, $ 500,000, $ 749,391, $ 3,230,250,
$ 6,515,000 and $ 19,802,356, originally due or committed to lend to borrowers in 2016, 2017, 2019, 2020, 2021 and 2022, respectively.

 Generally,
borrowers are paying their interest, and the Company receives a fee in connection with the extension of the loans. In all instances,
except as described below, the borrowers have either signed an extension agreement or are in the process of signing an extension. Accordingly,
at December 31, 2023, no loan impairments exist and there are no provisions for impairments of loans or recoveries thereof.

February 2023, the Company sold one of its loans receivable at its face value of $ 485,000. Mr. Assaf Ran, the Company's President
and Chief Executive Officer, participated in such acquisition in the amount of $ 152,000. In addition, in June 2023, the Company filed
a foreclosure lawsuit relating to one property, as a result of a deed transfer from a borrower to a buyer without the Company's
consent. In that instance, the buyer of the property on which the Company had a valid mortgage suffered a data breach which resulted
in the failure of the buyer to remit the funds needed for the loan payoff. In October 2023, the Company received the entire payoff amount
for the loan receivable, including all unpaid fees, to rectify the situation.

 Subsequent
to the balance sheet date, approximately $ 6,932,000 of the loans receivable at December 31, 2023 were paid down or paid off, including
approximately $ 2,767,000 originally due on or before December 31, 2023.

 F- 12

 5.
 Line of Credit

 The
Company is a party to the Amended and Restated Credit and Security Agreement with Webster, Flushing and Mizrahi (the "Lenders"),
which provides for the Webster Credit Line. Currently, the Webster Credit Line provides the Company with a credit line of $ 32.5 million
in the aggregate until February 28, 2026, secured by assignments of mortgages and other collateral. The interest rates relating to the
Webster Credit Line equal (i) the Secured Overnight Financing Rate ("SOFR") plus a premium, which rate aggregated approximately
 8.96 %, including a 0.5 % agency fee, as of December 31, 2023, or (ii) a Base Rate (as defined in the Amended and Restated Credit Agreement)
plus 2.00 % and a 0.5 % agency fee, as chosen by the Company for each drawdown.

 The
Webster Credit Line contains various covenants and restrictions including, among other covenants and restrictions, limiting the amount
that the Company can borrow relative to the value of the underlying collateral, maintaining various financial ratios and limitations
on the terms of loans the Company makes to its customers, limiting the Company's ability to pay dividends under certain circumstances,
and limiting the Company's ability to repurchase its common shares, sell assets, engage in mergers or consolidations, grant liens,
and enter into transactions with affiliates. In addition, the Webster Credit Line contains a cross default provision which will deem
any default under any indebtedness owed by the Company or its subsidiary, MBC Funding, as a default under the credit line. Under the
Amended and Restated Credit Agreement, the Company may repurchase, redeem or otherwise retire its equity securities in an amount not
to exceed ten percent of the Company's annual net income from the prior fiscal year. Further, the Company may issue up to $20 million
in bonds through its subsidiary, of which not more than $10 million of such bonds may be secured by mortgage notes receivable, and provided
that the terms and conditions of such bonds are approved by Webster, subject to its reasonable discretion.

 On
March 7, 2022, the Company entered into a waiver agreement, with respect to the Amended and Restated Credit Agreement, with the lenders
and Mr. Ran, as guarantor, to provide the Company with a waiver of its covenant with respect to maintaining its fixed charge coverage
ratio for the period ended December 31, 2021. In addition, the waiver agreement also provided an amount of $ 700,000 of distributions
and/or dividends paid during the quarter ended December 31, 2021 shall be excluded from the calculation of fixed charge coverage ratio
for the fiscal quarters ending March 31, 2022, June 30, 2022 and September 30, 2022.

 On
April 25, 2022, the Company entered into an amendment, with respect to the Amended and Restated Credit Agreement with the Lenders and
Mr. Ran, as guarantor, to increase the limit on individual loans as well as the concentration of any mortgagor (together with guarantors
and other related entities and affiliates), and also permit the Company to originate loans in the state of Florida in any county south
of, and including, Palm Beach and Lee counties, in an amount up to $ 4.875 million.

 F- 13

 On
January 31, 2023, the Company entered into another amendment, effective as of January 2, 2023, with respect to the Amended and Restated
Credit Agreement with the Lenders and Mr. Ran, as guarantor, to (i) extend the maturity date of the credit line by three years to February
28, 2026; (ii) transition the applicable benchmark from LIBOR to SOFR and adjust the applicable margin with respect to Base Rate Loans
and SOFR Loans; (iii) update the required calculation with respect to the fixed charge coverage ratio covenant; (iv) further increase
the limit on individual loans and the concentration of any mortgagor (together with guarantors and other related entities and affiliates);
and (v) eliminate the requirement to pledge additional mortgage loans as collateral for the credit line. In addition, the terms of the
personal guaranty provided by Mr. Ran were amended such that the potential sums owed under such guaranty will not exceed the sum of $ 1,000,000
plus any costs relating to the enforcement of the personal guaranty.

 The
costs to establish and amend the Webster Credit Line are being amortized over the term of the respective agreement, using the straight-line
method. The amortization costs for the years ended December 31, 2023 and 2022 were $ 18,318 and $ 39,583, respectively.

 The
Company was in compliance with all covenants of the Webster Credit Line, as amended, as of December 31, 2023. At December 31, 2023, the
outstanding amount under the Amended Credit Agreement was $ 25,152,338. The interest rate on the amount outstanding fluctuates daily.
The rate, including a 0.5 % Agency Fee, as of December 31, 2023, was approximately 8.96 %.

 6.
 Senior Secured Notes

 On
April 25, 2016, in an initial public offering, MBC Funding issued 6 % senior secured notes, due April 22, 2026 (the "Notes")
in the aggregate principal amount of $ 6,000,000 under the Indenture, dated April 25, 2016, among MBC Funding, as Issuer, the Company,
as Guarantor, and Worldwide Stock Transfer LLC, as Indenture Trustee (the "Indenture"). The Notes, having a principal amount
of $ 1,000 each, are listed on the NYSE American and trade under the symbol "LOAN/26." Interest accrues on the Notes commencing
on May 16, 2016. The accrued interest is payable monthly in cash, in arrears, on the 15th day of each calendar month commencing June
2016.

 Under
the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by MBC Funding, together with MBC
Funding's cash on hand, must always equal at least 120 % of the aggregate outstanding principal amount of the Notes at all times.
To the extent the aggregate principal amount of the mortgage loans owned by MBC Funding plus MBC Funding's cash on hand is less
than 120% of the aggregate outstanding principal balance of the Notes, MBC Funding is required to repay, on a monthly basis, the principal
amount of the Notes equal to the amount necessary such that, after giving effect to such repayment, the aggregate principal amount of
all mortgage loans owned by MBC Funding plus, MBC Funding's cash on hand at such time is equal to or greater than 120% of the outstanding
principal amount of the Notes. For this purpose, each mortgage loan is deemed to have a value equal to its outstanding principal balance,
unless the borrower is in default of its obligations.

 MBC
Funding may redeem the Notes, in whole or in part, at any time after April 22, 2019 upon at least 30 days prior written notice to the
Noteholders. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid
interest thereon up to, but not including, the date of redemption, without penalty or premium. No Notes were redeemed by MBC Funding
as of December 31, 2023.

 Each
Noteholder had the right to cause MBC Funding to redeem his, her or its Notes on April 22, 2021 by notifying MBC Funding in writing,
no earlier than November 22, 2020 and no later than January 22, 2021. No Noteholder exercised such right during the required time frame
and as such the Notes are no longer redeemable by the Noteholders.

 F- 14

 MBC
Funding is obligated to offer to redeem the Notes if there occurs a "change of control" with respect to MBC Funding or the
Company or if MBC Funding or the Company sell any assets unless, in the case of an asset sale, the proceeds are reinvested in the business
of the seller. The redemption price in connection with a "change of control" will be 101 % of the principal amount of the
Notes redeemed plus accrued but unpaid interest thereon up to, but not including, the date of redemption. The redemption price in connection
with an asset sale will be the outstanding principal amount of the Notes redeemed plus accrued but unpaid interest thereon up to, but
not including, the date of redemption.

 The
Company guaranteed MBC Funding's obligations under the Notes, which are secured by its pledge of 100 % of the outstanding common
shares of MBC Funding that it owns.

 The
Company's principal executive officers consist of Assaf Ran, who serves as its Chief Executive Officer and President, and Vanessa
Kao, who serves as its Chief Financial Officer. As of December 31, 2023, each of Mr. Ran and Ms. Kao own an aggregate of $ 704,000 and
$ 288,000 of the Notes, respectively.

 7.
 Simple IRA Plan

 On
October 26, 2000, the board of directors approved a Simple IRA Plan (the "IRA Plan") to attract and retain valuable executives.
The IRA Plan allows for participation by up to 100 eligible employees of the Company. Under the IRA Plan, eligible employees may contribute
a portion of their pre-tax yearly salary, up to the maximum contribution limit for Simple IRA Plans as set forth under the Internal Revenue
Code of 1986, as amended, with the Company matching on a dollar-for-dollar basis up to 3% of the employees' annual pre-tax compensation.
These thresholds are subject to change under notice by the trustee for the IRA Plan. The Company is not responsible for any other costs
under the IRA Plan. For the years ended December 31, 2023 and 2022, the Company contributed $ 19,554 and $ 18,985, respectively, as matching
contributions to the IRA Plan.

 8.
 Stockholders' Equity

 The
Company adopted a share buyback program on April 11, 2023, for the repurchase of up to 100,000 of the Company's common shares in
the next twelve months. As of December 31, 2023, the Company purchased an aggregate of 54,294 common shares under this repurchase program,
at an aggregate cost of approximately $ 262,000.

 9.
 Stock-Based Compensation

 Stock
based compensation expense recognized under ASC 718 of $ 13,065 for each of the years ended December 31, 2023 and 2022 reflects the amortization
of the fair value of 1,000,000 restricted shares granted to the Company's Chief Executive Officer on September 9, 2011 of $ 195,968,
after adjusting for the effect on the fair value of the stock options related to this transaction. The fair value is being amortized
over 15 years. At December 31, 2023, all 1,000,000 shares remain restricted, and the remaining unrecognized stock-based compensation
amounted to $ 34,839.

 F- 15

 10.
 Commitments and Contingencies

 Operating
Leases

 On
October 27, 2020, the Company amended its existing lease (the "Lease Amendment") for its corporate headquarters located
at 60 Cutter Mill Road, Great Neck, New York, to expand the office premises and to extend
the term of the non-cancelable lease through November 30, 2027. Among other things, the
Lease Amendment provides for gradual rent increases from approximately $ 4,500
per month during the first three years to $ 5,100
per month during the last year of the extension term, and requires payments for electricity and future escalation increases,
as defined. The Company also leases office equipment under a non-cancelable lease expiring in 2024.

 At
December 31, 2023, approximate future minimum lease payments, including mandatory fixed electricity charges, are as follows:

 Schedule
of Future Minimum Lease Payments

 2024

 $
 61,526

 2025

 60,926

 2026

 60,926

 2027

 55,848

 Total minimum lease payments

 239,226

 Less: amount representing interest

 ( 18,699
)

 Present Value of Net Minimum Lease Payments

 $
 220,527

 At
December 31, 2023, the Company's operating leases had a weighted-average remaining lease term of 3.91 years, and the weighted-average
discount rate used was 4.15 %, which was based on the Company's incremental borrowing rate at
the inception of the lease.

 Rent
expense, including fixed electricity charges and variable real estate taxes, in the years 2023 and 2022 was approximately $ 64,000 and
$ 63,000, respectively.

 Employment
Agreements

 In
March 1999, the Company entered into an employment agreement with Mr. Ran, pursuant to which: (i) Mr. Ran's employment term renews
automatically on June 30 th of each year for successive one-year periods unless either party gives to the other written notice
at least 180 days prior to June 30 th of its intention to terminate the agreement; (ii) Mr. Ran receives a current annual base
salary of $ 350,000 and annual bonuses as determined by the Compensation Committee of the board of directors, in its sole and absolute
discretion, and is eligible to participate in all executive benefit plans established and maintained by the Company; and (iii) Mr. Ran
agreed to a one-year non-competition period following the termination of his employment.

 In
June 2022, the Compensation Committee approved an increase of Mr. Ran's annual base salary from $ 305,000 to $ 350,000. Mr. Ran's
annual base compensation for the years 2023 and 2022 was $ 350,000 and $ 329,231, respectively. In addition, the Compensation Committee
approved a special bonus of $ 60,000 and an annual bonus of $ 70,000 to Mr. Ran in 2023.

 11.
 Subsequent Event

 In
accordance with the dividend declared by the Company's Board of Directors on November 28, 2023, a cash dividend of $ 0.1125 per
share in an aggregate amount of $ 1,287,073 was paid on January 16, 2024 to all shareholders of record on December 29, 2023.

 F- 16