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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) 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

 FOR
THE TRANSITION PERIOD FROM __________ TO _____________

 COMMISSION
FILE NUMBER: 001-37726

 MBC

 (Exact
name of registrant as specified in its charter)

 New
 York

 81-0758358

 (State
 or other jurisdiction of

 (I.R.S.
 employer

 incorporation
 or organization)

 identification
 no.)

 Cutter Mill Road, Great Neck, New York

 11021

 (Address
 of principal executive offices)

 (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

 6%
 Senior Secured Notes, due April 22, 2026

 LOAN/26

 NYSE
 American

 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 Section 15(d) of the Act.

 Yes
 No

by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by checkmark 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 definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 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

 There
is no public trading market for the shares of common stock of MBC Funding II Corp. As a result, the aggregate market value of the common
units held by non-affiliates of MBC Funding II Corp cannot be determined.

 As
of March 11, 2024, the Registrant had outstanding 100 shares of Common Stock, par value $0.001 per share, all of which are owned by Manhattan
Bridge Capital, Inc.

 MBC

 FORM
10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item1A.

 Risk
 Factors

 Item1B.

 Unresolved
 Staff Comments

 Item1C.

 Cybersecurity

 Item
 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine
 Safety Disclosure

 PART
 II

 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

 PART
 III

 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

 PART
 IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 SIGNATURES

 PART
I

 ITEM
 1.

 BUSINESS.

 We
are a wholly-owned subsidiary of Manhattan Bridge Capital, Inc., a New York corporation ("MBC"), formed in December 2015,
specifically for the purpose of the public offering of the Notes (described below). On April 25, 2016, we sold $6,000,000 aggregate principal
amount of our 6% Senior Secured Notes, due April 22, 2026 (the "Notes"), in our initial public offering ("IPO").

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

 Under
the terms of the Indenture, 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. To the extent the aggregate
principal amount of the mortgage loans owned by us plus our cash on hand is less than 120% of the aggregate outstanding principal balance
of the Notes, we are 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 us plus, our 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.

 We
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 any party holding
a Note (each referred to as a "Noteholder" and collectively, 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 the Company as of December 31, 2023.

 Each
Noteholder had the right to cause the Company to redeem his, her or its Notes on April 22, 2021 by notifying the Company 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.

 We
are obligated to offer to redeem the Notes if there occurs a "change of control" with respect to us or MBC or if we or MBC
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.

 Prior
to the consummation of the IPO on April 25, 2016, we did not have any material operations. As of April 2016, we collect payments of interest
on the mortgages we hold and use those funds to make the required interest payments to the holders of the Notes and certain operating
expenses. Any excess cash will be distributed to MBC or held by us, to be used for working capital and general corporate purposes. We
currently maintain minimal operations and have no plans to commence any material business operations in the near or long term.

 Our
principal executive officers consist of Assaf Ran, who serves as our Chief Executive Officer and President, and Vanessa Kao, who serves
as our Chief Financial Officer. Each of Mr. Ran and Ms. Kao serve in similar functions with our parent, MBC and, as of December 31, 2023,
own an aggregate of $704,000 and $288,000 of our Notes, respectively.

 Available
information

 Our
principal executive offices are located at 60 Cutter Mill Road, Great Neck, New York, 11021 and our telephone number is (516) 444-3400.
We do not currently maintain a website. You may also review and download a copy of this Annual Report on Form 10-K (the "Report"),
including any exhibits and any schedules filed therewith, and our other periodic and current reports, proxy and information statements,
and other information that we file with the Securities and Exchange Commission (the "SEC"), without charge, by visiting the
SEC's website ( In addition, we will voluntarily provide copies of all such reports free of charge upon request.

 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 Notes are considered speculative, and the trading price of our Notes 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.

 We
are controlled by our parent, MBC, which in turn is controlled by our Chief Executive Officer, Assaf Ran, whose interest may not always
be aligned with the interests of the Noteholders.

 Noteholders
will not have any voting rights with respect to us or the right to influence management or day-to-day operations of our business. The
interests of MBC's shareholders who vote may be different or even in opposition of those of creditors such as the Noteholders.
As of the date of this Report, 100% of our issued and outstanding shares are owned by our parent, MBC. In addition, Assaf Ran is a major
owner of the outstanding shares of common stock of MBC. Mr. Ran is also our Chief Executive Officer and our sole director. Thus, Mr.
Ran currently has and will continue to exercise effective control over all of our corporate actions.

 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 you that
a more active trading market for the Notes will develop. If a more active trading market does not develop you may not be able to sell
your Notes for the price you want at the time you 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 you that you will be able to sell the Notes if you wish to do so or, even if you can sell your Notes that you will recover
your entire investment.

 The
Indenture contains restrictive covenants that may limit our operating flexibility and could adversely affect our financial condition.

 The
Indenture contains restrictive covenants that could adversely affect our operating flexibility as well as our financial condition. For
example, the Indenture requires us 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 our ability to:

 acquire
 or dispose of assets;

 merge
 with another corporation; and

 incur
 additional secured and unsecured indebtedness.

 Our
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. For example, defaults under the mortgage loans held by us could result in a violation of
the debt coverage ratio covenant. In that case, we are 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 we 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 our obligations under the Notes.

 Neither
the Indenture nor the Notes require us 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 we experience significant adverse changes in our financial
condition or results of operations or protect the interest of Noteholders. For example, during the term of the Notes, the true value
of the mortgage loans held by us 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, we will not be deemed to be in default of the debt coverage ratio covenant in the Indenture.

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

 Our
ability to make payments of principal and interest on the Notes is subject to general economic conditions and financial, business and
other factors affecting our mortgage loan portfolio, many of which are beyond our control. We cannot assure you that we 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 upon a change of control. Our 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 us. Our sole source of revenue and cash
flow will be payments of interest and principal we receive with respect to our mortgage loan portfolio. To the extent the interest payments
received by us exceed the payments required to be made to the Noteholders, and both prior to and after giving effect to the distribution
of funds to MBC, we are in compliance with the debt coverage ratio and no default or event of default exists or would occur as a result
of such distribution, we plan to distribute those excess funds to MBC. If we are unable to generate sufficient cash flow to service the
debt evidenced by the Notes, we will be in default of its obligations under the Notes.

 We
are not obligated to contribute to a sinking fund to retire the Notes and the Notes are not guaranteed by any governmental agency.

 We
are 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 we do not have enough funds to make principal or interest payments.

 The
collateral granted as security for our obligations under the Notes may be insufficient to repay the indebtedness upon an event of default.

 The
Notes are secured by all of our assets, which consist primarily of mortgage loans and cash. Under the Indenture, the aggregate principal
amount of the mortgage loans held by us plus our cash on hand must equal at least 120% of the outstanding principal amount of the Notes
at all times. We cannot assure you that the value of the collateral will be sufficient to redeem the Notes in full should we be in default
of our payment obligations under the Notes. Specifically, if the mortgage loans are in default, we cannot assure you that we will be
able to sell those loans for an amount equal to or even approximately equal to the outstanding principal balance of the Notes or that
the properties securing the loans in default can be sold for an amount sufficient to fully repay the mortgage loans. Finally, any foreclosure
action is likely to take a considerable amount of time and involve significant costs, further eroding our ability to stay current on
our obligations under the Notes. Because of the foregoing, Noteholders risk the possibility that the collateral securing our obligations
under the Notes may be insufficient to repay those securities upon an event of default.

 Collateral
concentration could lead to significant losses upon an event of default.

 At
December 31, 2023, each of three different borrowers account for more than 10% of the pool of mortgage loans that we purchased from MBC
as security for our obligations under the Notes. At December 31, 2023, loans receivable from one borrower represented 18.6% of total
loans receivable, with two individuals personally guaranteeing the loan. In addition, loans receivable from one other borrower represented
14.4% of total loans receivable. One individual personally guarantees the loan and is the sole owner of the borrower. Furthermore, loans
receivable from another borrower represented 13.1% of total loans receivable. One individual personally guarantees the loan and is the
sole owner of the borrower. Although MBC guarantees all of our obligations under the Notes, concentration of collateral to a small group
of borrowers may pose a significant risk, as a default could have a material adverse impact on our operating results, cash flow, financial
condition and our ability to repay the indebtedness.

 We
have no obligation to redeem the Notes prior to their maturity date except in limited circumstances.

 The
entire outstanding principal balance of the Notes and all accrued but unpaid interest thereon will be due and payable in full on April
22, 2026, the tenth anniversary of the issue date of the Notes. Except for specifically enumerated circumstances, we have no obligation,
and the Noteholders will have no right to require us, to redeem any Notes prior to their maturity date. For example, if either we or
MBC enter into a transaction that constitutes a "change in control" or an "asset sale," as such terms are defined
under the Indenture, we may be obligated to offer to redeem the Notes at a redemption price equal to 101% of their principal amount,
in the case of a "change in control" and 100% of their principal amount in the case of an "asset sale" plus,
in either case, the accrued and unpaid interest up to, but not including, the date of redemption. The existence of a Noteholder's
right to require us to purchase his, her or its Notes upon a change of control may deter a third party from acquiring us in a transaction
that constitutes a change of control. In addition, we have the right, but not the obligation, to redeem the Notes. As a result, any investment
in the Notes should be considered illiquid and unable to be redeemed until their stated maturity.

 We
may not be able to redeem the Notes when we are obligated to do so, which would constitute an event of default.

 In
connection with transactions constituting a change of control or an Asset Sale (as such terms are defined in the Indenture), we may be
obligated to offer to redeem the Notes at a price equal to 101% of their outstanding principal amount plus accrued and unpaid interest,
if any, to, but not including, the date of repurchase. We cannot assure you that we will have sufficient financial resources available
to satisfy our obligations to redeem the Notes. If we cannot, such failure would constitute an event of default under the Indenture.
In addition, we cannot assure that under such circumstances Noteholders will be able to seek payment from us under the terms of the guaranty
or that Noteholders would be able to sell their Notes. Thus, Noteholders could lose all or a substantial portion of their investment.

 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.

 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. If we are unable to retain qualified personnel in the future, our ability to continue
to operate our business will be impaired.

 ITEM
 1B.

 UNRESOLVED STAFF
 COMMENTS.

 Not
applicable.

 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.

 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.

 We
do not currently own or lease any properties.

 ITEM
 3.

 LEGAL
 PROCEEDINGS.

 We
are not currently a party to or subject to any material legal proceedings.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES.

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 There
is no established public trading market for our common stock and, as a wholly owned subsidiary of MBC, we have no plans for one to develop
or to list our shares on a national securities exchange. Our Notes are listed on the NYSE American and trade under the symbol "LOAN/26".

 As
of March 11, 2024, there was one (1) holder of record of our common stock.

 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 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.

 We
are a wholly-owned subsidiary of Manhattan Bridge Capital, Inc., a New York corporation ("MBC"), formed in December 2015,
specifically for the purpose of the public offering of the Notes (described below). On April 25, 2016, we sold $6,000,000 aggregate principal
amount of our 6% Senior Secured Notes, due April 22, 2026 (the "Notes"), in our initial public offering. The Notes are secured
by a first priority lien on all of our assets, including, primarily, mortgage notes, mortgages and other transaction documents entered
into in connection with first mortgage loans originated and funded by MBC, which we acquired from MBC pursuant to an asset purchase agreement.
The aggregate principal amount of the mortgage loans owned by us plus our cash on hand always must be equal to at least 120% of the outstanding
principal amount of the Notes until the Notes are paid in full. In addition, MBC has guaranteed our obligations under the Notes and has
secured that guaranty with a pledge of all of our outstanding common shares.

 The
Notes are listed on the NYSE American and trade under the symbol "LOAN/26".

 To
the extent any of the mortgages acquired from MBC are satisfied in full, such mortgages will be replaced with one or more mortgages with
similar aggregate principal amount. At December 31, 2023, the pool of mortgage loans was comprised of 18 loans with an aggregate outstanding
principal balance of $8,065,150.

 We
collect payments of interest on the mortgages we hold and use those funds to make the required interest payments to the holders of the
Notes and certain operating expenses. Any excess cash will be distributed to MBC or held by us, to be used for working capital and general
corporate purposes.

 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 mortgage loans held by us is recognized, as earned, over the loan period.

 We
present deferred financing costs in the balance sheet as a direct reduction from the related debt liability rather than an asset, in
accordance with Accounting Standards Update ("ASU") 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying
the Presentation of Debt Issuance Costs. Costs incurred in connection with the issuance of the 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.

 Effective
January 1, 2020, MBC adopted 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. MBC estimates its CECL reserve primarily using the Weighted Average Remaining Maturity method,
which requires reference to historic loss data taking into consideration expected economic conditions over the relevant timeframe. In
addition, MBC 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.

 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 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
revenues for the years ended December 31, 2023 and 2022 of approximately $888,000 and $770,000, respectively, represent interest income
on the secured commercial loans that we purchased from MBC. The increase in revenue was primarily attributable to higher interest rates
charged on such loans due to market conditions at the time the loans were originated or extended.

and amortization of deferred financing costs

and amortization of deferred financing costs for each of the years ended December 31, 2023 and 2022 of approximately $435,000 are attributable
to the issuance of the Notes.

 General
and administrative expenses

 General
and administrative expenses for the years ended December 31, 2023 and 2022 of approximately $17,000 and $14,000, respectively, are comprised
of fees paid to the Indenture trustee and NYSE American LLC, as well as bank fees.

 Liquidity
and Capital Resources

 At
December 31, 2023, we had cash of approximately $40,000 compared to cash of approximately $39,000 at December 31, 2022.

 Net
cash provided by operating activities was approximately $502,000 for the year ended December 31, 2023, compared to approximately $386,000
for the year ended December 31, 2022. The increase in net cash provided by operating activities mainly resulted from the increase in
revenue. Net cash provided by operating activities for the years ended December 31, 2023 and 2022 primarily resulted from our interest
income and amortization of deferred financing costs.

 Net
cash used in financing activities was approximately $501,000 for the year ended December 31, 2023, compared to approximately $408,000
for the year ended December 31, 2022. The increase in net cash used in financing activities primarily resulted from the increase in net
income. Net cash used in financing activities for the years ended December 31, 2023 and 2022 reflected advances of excess cash to MBC
for working capital and general corporate purposes. Amounts advanced to MBC are non-interest bearing and due on demand.

 We
had no cash from, or used in, investing activities for the years ended December 31, 2023 or 2022.

 Under
the terms of the Indenture, the aggregate outstanding principal balance of the mortgage loans held by the Company, together with the
Company's cash on hand, must always equal at least 120% of the aggregate outstanding principal amount of the Notes at all times.

 We
anticipate that our current cash balances together with our cash flows from operations will be sufficient to fund our operations for
the next 12 months.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA.

 The
Financial Statements and Notes thereto can be found beginning on page F-1, following Part III of this Report.

 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
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 SEC 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) identified
in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred 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.

 [During
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 11, 2024 are as follows:

 Name

 Age

 Position

 Assaf
 Ran

 Chief
Executive Officer, President and sole Director

 Vanessa
 Kao

 Chief
 Financial Officer, Treasurer and Secretary

 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. Mr. Ran has served as our Chief Executive Officer, President and sole Director since our inception in 2015. In addition, Mr.
Ran is the founder, Chief Executive Officer and president of MBC since its inception in 1989. Mr. Ran has 35 years of senior management
experience leading public and private directories businesses. Mr. Ran started several yellow page businesses from the ground up and managed
to make each one of them successful. Mr. Ran's professional experience and background with MBC, as its director since March 1999,
have given him the expertise needed to serve as our director.

 Vanessa
Kao. Ms. Kao has served as our Chief Financial Officer, Secretary and treasurer since our inception in 2015. Additionally, Ms. Kao
has served as the Chief Financial Officer, vice president, treasurer and secretary of MBC since rejoining MBC in June 2011. From July
2004 through April 2006 she served as MBC's assistant chief financial officer. From April 2006 through December 2013, she was the
chief financial officer of DAG Jewish Directories, Inc. 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. Ms. Kao
holds a M.B.A. in Finance and MIS/E-Commerce from the University of Missouri and a Bachelor degree of Business Administration in Finance
from the National Taipei University in Taiwan.

 CODE
OF ETHICS

 We
are governed by the code of ethics adopted by MBC that applies to our Chief Executive Officer and Chief Financial Officer. MBC's
code of ethics is posted on its web site at www.manhattanbridgecapital.com. The information on MBC's 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 MBC's code of ethics by posting such information on the website address specified above.

 CORPORATE
GOVERNANCE

 Due
to the fact that we are a controlled company as defined by the NYSE American corporate governance rules, we are not subject to the corporate
governance standards of the NYSE American.

 Audit
Committee. We do not have a standing audit committee. Currently, our Board of Directors (the "Board") recommends to retain
or terminate the services of our independent accountants, reviews annual financial statements, considers matters relating to accounting
policy and internal controls and reviews the scope of annual audits. We do not currently have any audit committee financial expert on
our Board.

 Compensation
Committee. We do not have a standing Compensation Committee. The Board has not established a compensation committee primarily because
we do not pay our executive officers and directors separate compensation from MBC.

 Nominating
Committee. We do not have a standing nominating committee. The Board has not established a nominating committee primarily because
we are a wholly owned subsidiary of MBC. Our Board currently operates as the nominating committee for us. There is no formal process
or policy that governs the manner in which we identify potential candidates for the Board. We do not have a formal policy with respect
to our consideration of Board nominees recommended by our stockholders.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION.

 We
did not pay or accrue any compensation to our executive officers in 2023.

 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END

 Our
executive officers do not have any currently outstanding equity awards.

 During
2023, we did not grant any stock options to our executive officers or directors.

 DIRECTOR
COMPENSATION

 The
Company's director does not presently receive any compensation for his services rendered to the Company, and no remuneration was
paid for or on account of services rendered by our director in such capacity in 2023.

 ITEM
 12.

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

 The
following table sets forth certain information as of March 11, 2024 concerning the beneficial ownership of our voting securities of (i)
the current member of the Board, (ii) our executive officers, (iii) our director and executive officers as a group, and (iv) each beneficial
owner of more than 5% of the outstanding shares of any class of our voting securities.

 As
of March 11, 2024, we had 100 shares of common stock outstanding.

 AMOUNT
 OF
 SHARES
 BENEFICIALLY
 OWNED

 PERCENTAGE
 OWNED

 DIRECTORS
 AND EXECUTIVE OFFICERS

 Assaf
 Ran

 %

 Vanessa Kao

 %

 TOTAL

 %

 5% STOCKHOLDERS*

 Manhattan Bridge
 Capital, Inc.

 %

 *

 The
 address of this beneficial owner is 60 Cutter Mill Road, Great Neck, New York 11021.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 TRANSACTIONS
WITH RELATED PERSONS

 There
are no related person transactions that would be required to be reported pursuant to Item 404 of Regulation S-K.

 DIRECTOR
INDEPENDENCE

 Assaf
Ran, our Chief Executive Officer, president and sole director, is not deemed independent pursuant to the NYSE American rules.

 ITEM

 14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
aggregate fees billed by our principal accounting firm, Hoberman & Lesser CPA's, LLP for the fiscal years ended December 31,
2023 and 2022 are as follows:

 (a)
 Audit
 Fees

 2023

 The
aggregate fees incurred during 2023 for our principal accountant covering the audit of our annual financial statements and the review
of our financial statements for the first, second and third quarters of 2023 are included in the fees for our parent company, MBC.

 2022

 The
aggregate fees incurred during 2022 for our principal accountant covering the audit of our annual financial statements and the review
of our financial statements for the first, second and third quarters of 2022 are included in the fees for our parent company, MBC.

 (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.

 Pre-Approval,
Policies and Procedures

 Prior
to engagement, the Board pre-approves these services by category of service. The fees are budgeted and the Board requires the independent
registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category
of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting
firm for additional services not contemplated in the original pre-approval. In those instances, the Board approves these services before
engaging the independent registered public accounting firm.

 The
Board may delegate pre-approval authority to one or more of its members. If applicable, the member to whom such authority is delegated
must report, for informational purposes only, any pre-approval decisions to the Board at its next scheduled meeting. The Board pre-approved
all the above listed fees in accordance with its policy.

 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.

 (b)
 Exhibits.

 Exhibit

 No.

 Description

 3.1

 Certificate
 of Incorporation (1)

 3.2

 Bylaws (1)

 4.1

 Indenture, dated as of April 25, 2016, among Manhattan Bridge Capital, Inc., MBC Funding II Corp and Worldwide Stock Transfer, LLC, including form of note (2)

 4.2

 Description of Securities (3)

 10.1

 Asset Purchase Agreement, dated as of April 25, 2016, between Manhattan Bridge Capital, Inc. and MBC Funding II Corp. (2)

 10.2

 Continuing Guaranty of Manhattan Bridge Capital Inc. dated April 25, 2016 (2)

 10.3

 Pledge Agreement, dated as of April 25, 2016, between Manhattan Bridge Capital and Worldwide Stock Transfer, LLC (2)

 10.4

 Amendment No. 2 to Credit Agreement, dated April 25, 2016, among Manhattan Bridge Capital, Inc., DAG Funding Solutions Inc. and Webster Business Credit Corporation (2)

 10.6

 Intercreditor Agreement, dated as of April 25, 2016, between Webster Business Credit Corp and Worldwide Stock Transfer, LLC (2)

 31.1

 Chief
 Executive Officer Certification under Rule 13a-14 (4)

 31.2

 Chief
 Financial Officer Certification under Rule 13a-14 (4)

 32.1

 Chief
 Executive Officer Certification pursuant to 18 U.S.C. section 1350 (5)

 32.2

 Chief
 Financial Officer Certification pursuant to 18 U.S.C. section 1350 (5)

 97.1

 Clawback policy (4)

 101.INS

 101.CAL

 101.SCH

 101.LAB

 101.PRE

 101.DEF

 Cover

 (1)

 Previously
 filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on January 26, 2016 and incorporated herein by
 reference.

 (2)

 Previously
filed as an exhibit to our Current Report Form 8-K filed with the SEC on April 27, 2016 and incorporated herein by reference

 (3)

 Previously
 filed as an exhibit to our Annual Report Form 10-K filed with the SEC on March 11, 2021 and incorporated herein by reference.

 (4)

 Filed
 herewith.

 (5)

 Furnished
 herewith.

 (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.

 MBC

 By:

 /s/
 Assaf Ran

 Assaf
 Ran, President, Chief Executive Officer and sole Director

 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:

 Name

 Title

 Date

 /s/
 Assaf Ran

 President,
 Chief Executive Officer and Director (Principal Executive Officer)

 March 11,
 2024

 Assaf Ran

 /s/
 Vanessa Kao

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 March 11,
 2024

 Vanessa Kao

 MBC

to Financial Statements

 Page

Number

 Report
 of Independent Registered Public Accounting Firm Auditor Name: Hoberman & Lesser CPAs, LLP (PCAOB ID: 694)

 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 Stockholder's 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 Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholder and Director of

 MBC
Funding II Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of MBC Funding II Corp. (the "Company") as of December 31, 2023 and 2022, and
the related statements of operations, changes in stockholder's 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 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 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 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 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 financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 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 financial statements, the Company estimates its allowance for credit losses on its loans receivable primarily
using the Weighted Average Remaining Maturity 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
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.

 We
have served as the Company's auditors since 2016.

 New
York, New York

 March
11, 2024

 F- 2

 PART
I. FINANCIAL INFORMATION

 Item
1. FINANCIAL STATEMENTS

 MBC

 BALANCE
SHEETS

 December
31, 2023 and 2022

 2023

 2022

 Assets

 Loans receivable

 $
 8,065,150

 $
 7,984,250

 Cash

 39,969

 39,146

 Interest receivable on loans

 76,720

 68,512

 Due from
 parent company

 986,627

 566,348

 Total
 assets

 $
 9,168,466

 $
 8,658,256

 Liabilities
 and Stockholder's Equity

 Liabilities:

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

 $
 5,827,931

 $
 5,752,845

 Accrued
 interest payable

 15,000

 15,000

 Total
 liabilities

 5,842,931

 5,767,845

 Stockholder's
 equity:

 Common shares
 - $.001 par value; 100 authorized, issued and outstanding

 —

 —

 Additional
 paid-in capital

 Retained
 earnings

 3,325,435

 2,890,311

 Total
 stockholder's equity

 3,325,535

 2,890,411

 Total
 liabilities and stockholder's equity

 $
 9,168,466

 $
 8,658,256

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

 F- 3

 MBC

 STATEMENTS
OF OPERATIONS

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 2023

 2022

 Revenue:

 income from loans

 $
 887,979

 $
 769,733

 Total
 Revenue

 887,979

 769,733

 Operating costs and expenses:

 Interest and amortization of
 deferred financing costs

 435,086

 435,086

 General
 and administrative expenses

 17,119

 14,395

 Total
 operating costs and expenses

 452,205

 449,481

 Income before income tax expense

 435,774

 320,252

 Income
 tax expense

 ( 650
)

 ( 650
)

 Net
 income

 $
 435,124

 $
 319,602

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

 F- 4

 MBC

 STATEMENTS
OF CHANGES IN STOCKHOLDER'S EQUITY

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 Shares

 Amount

 Capital

 Earnings

 Totals

 Common
 Stock

 Additional

 Paid-in

 Retained

 Shares

 Amount

 Capital

 Earnings

 Totals

 Balance, January
 1, 2022

 $
 —

 $

 $
 2,570,709

 $
 2,570,809

 Net income for the year ended
 December 31, 2022

 -

 -

 -

 319,602

 319,602

 Balance, December 31, 2022

 —

 2,890,311

 2,890,411

 Balance

 $
 —

 2,890,311

 2,890,411

 Net income for the year ended
 December 31, 2023

 -

 -

 -

 435,124

 435,124

 Balance,
 December 31, 2023

 $
 —

 $

 $
 3,325,435

 $
 3,325,535

 Balance

 $
 —

 $

 $
 3,325,435

 $
 3,325,535

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

 F- 5

 MBC

 STATEMENTS
OF CASH FLOWS

 FOR
THE YEARS ENDED December 31, 2023 and 2022

 2023

 2022

 Cash flows from operating activities:

 Net
 Income

 $
 435,124

 $
 319,602

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

 Amortization
 of deferred financing costs

 75,086

 75,086

 Changes in
 operating assets:

 receivable on loans

 ( 8,208
)

 ( 8,465
)

 Net
 cash provided by operating activities

 502,002

 386,223

 Cash flows from financing activities:

 Advances
 to parent company, net

 ( 501,179
)

 ( 408,451
)

 Net
 cash used in financing activities

 ( 501,179
)

 ( 408,451
)

 Net increase (decrease) in cash

 ( 22,228
)

 Cash,
 beginning of year

 39,146

 61,374

 Cash,
 end of year

 $
 39,969

 $
 39,146

 Supplemental Disclosure of Cash
 Flow Information:

 Taxes
 paid during the year

 $

 $

 paid during the year

 $
 360,000

 $
 360,000

 Supplemental Schedule of Noncash
 Financing and Investing Activities:

 Assignments
 of loans from parent company

 $
 9,050,900

 $
 9,033,000

 Assigned
 loans repaid to parent company by borrowers

 $
 8,970,000

 $
 9,077,500

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

 F- 6

 MBC

NOTES TO FINANCIAL STATEMENTS

December 31, 2023 and 2022

 1.
 THE COMPANY

 MBC
Funding II Corp. (the "Company"), a New York corporation formed in December 2015 as a wholly-owned subsidiary of Manhattan
Bridge Capital, Inc. ("MBC"), was organized specifically for the purpose of conducting an initial public offering ("IPO")
of certain notes. On April 25, 2016, the Company completed the IPO of its 6% senior secured notes due April 22, 2026 (the "Notes").
Prior to the consummation of the IPO, the Company did not have any material operations. As of April 2016, the Company collects payments
of interest on the mortgages it holds and uses those funds to make the required interest payments to the holders of the Notes (the "Noteholders")
and certain operating expenses.

 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.

 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.

 Concentrations
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company maintains
its cash with one major financial institution. Accounts at the financial institution are insured by the Federal Deposit Insurance
Corporation up to $ 250,000 per depositor.

 Credit
risks associated with short term commercial loans the Company makes to small businesses and related interest receivable are described
in Note 4.

 Allowance
for Credit Losses

 Effective
January 1, 2020, MBC adopted Accounting Standards Update ("ASU") 2016-13, "Financial Instruments – Credit Losses
(Topic 326)". The ASU introduces 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. MBC estimates its CECL reserve
primarily using the Weighted Average Remaining Maturity method, which requires reference to historic loss data taking into consideration
expected economic conditions over the relevant timeframe. In addition, MBC 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, MBC has determined that, as of December 31, 2023, 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.

 F- 7

 Income
Taxes

 The
Company follows Accounting Standards Codification ("ASC") 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, the Company has no material uncertain tax positions to
be accounted for in the financial statements. The Company recognizes interest and penalties related to uncertain tax positions, if any,
as part of income tax expense.

 The
Company is treated as a "qualified REIT subsidiary" for federal income tax purposes, and is not required to pay federal income
tax. As such, the Company is not treated as a separate corporation for purposes of determining whether the Company qualifies and operates
as a REIT for U.S. federal income tax purposes.

 Revenue
Recognition

income from mortgage loans held by the Company is recognized, as earned, over the loan period.

 Deferred
Financing Costs

 Costs
incurred in connection with the issuance of 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
Company presents deferred financing costs in the balance sheet as a direct deduction from the related debt liability rather than as an
asset.

 Fair
Value of Financial Instruments

 For
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 financial statements.

 3.
 SENIOR SECURED NOTES

 The
Notes are 6 % senior secured notes, due April 22, 2026, and have a principal amount of $ 1,000 each. On April 25, 2016, the Company issued
Notes in the IPO in the aggregate principal amount of $ 6,000,000 under the Indenture, dated April 25, 2016, among the Company, as Issuer,
MBC, as Guarantor, and Worldwide Stock Transfer LLC ("Worldwide"), as Indenture Trustee (the "Indenture"). The
Notes 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 the Company, together with the
Company'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 the Company plus the Company's cash on hand is less
than 120% of the aggregate outstanding principal balance of the Notes, the Company 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 the Company plus, the Company'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.

 The
Company 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 the Company
as of December 31, 2023.

 Each
Noteholder had the right to cause the Company to redeem his, her or its Notes on April 22, 2021 by notifying the Company 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.

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 The
Company is obligated to offer to redeem the Notes if there occurs a "change of control" with respect to the Company or MBC
or if the Company or MBC 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's principal executive officers consist of Assaf Ran, who serves as the Company's Chief Executive Officer and
President, and Vanessa Kao, who serves as the Company's Chief Financial Officer. Each of Mr. Ran and Ms. Kao serve in similar
functions with the Company's parent, MBC and, as of December 31, 2023, own an aggregate of $ 704,000
and $ 288,000
of the Notes, respectively.

 4.
 COMMERCIAL LOANS

 The
Company purchased from MBC a pool of mortgage loans, originated and funded by MBC, each of which is secured by first priority liens on
real property, free and clear of all liens and other security interests (see Note 3). To the extent any of the mortgages are satisfied
in full, such mortgages will be replaced with one or more mortgages with similar aggregate principal amount. At December 31, 2023, the
pool of mortgage loans is comprised of 18 loans with an aggregate outstanding principal balance of $ 8,065,150. At December 31, 2022,
the pool of mortgage loans was comprised of 14 loans with an aggregate outstanding principal balance of $ 7,984,250.

 The
loans typically have a maximum initial term of 12 months, bear interest at a fixed rate of 9% to 13.5% per year, and provide for receipt
of interest only during the term of the loan and a balloon payment at the end of the term.

 Credit
risk profile 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

 $
 6,445,150

 $
 1,500,000

 $
 120,000

 $
 8,065,150

 December
 31, 2022

 $
 7,864,250

 $
 —

 $
 120,000

 $
 7,984,250

 At
December 31, 2023, loans receivable from one borrower represented 18.6 % of total loans receivable, with two individuals personally guaranteeing
the loan. In addition, loans receivable from one other borrower represented 14.4 % of total loans receivable. One individual personally
guarantees the loan and is the sole owner of the borrower. Furthermore, loans receivable from another borrower represented 13.1 % of total
loans receivable. One individual personally guarantees the loan and is the sole owner of the borrower.

 At
December 31, 2022, loans receivable from one borrower represented 26.3 % of total loans receivable, with nine individuals personally guaranteeing
the loan. In addition, loans receivable from one other borrower represented 15.7 % of total loans receivable, with two individuals personally
guaranteeing the loan. Furthermore, loans receivable from another borrower represented 13.2 % of total loans receivable. One individual
personally guarantees the loan and is the sole owner of the borrower.

 5.
 DUE FROM PARENT COMPANY

 The
Company utilized the net proceeds from the IPO to purchase a pool of mortgage loans from MBC. Under the Indenture, the aggregate principal
amount of the mortgage loans owned by the Company, plus the Company's cash on hand, must always be equal to at least 120 % of the
outstanding principal amount of the Notes until the Notes are paid in full. The Company collects payments of interest on the mortgages
the Company holds and uses those funds to make the required interest payments to the Noteholders and certain operating expenses. Any
excess cash will be advanced or distributed to MBC or held by the Company, to be used for working capital and general corporate purposes.
Amounts advanced to MBC are non-interest bearing and due on demand.

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