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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~ DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended: ~~March~~June 3130, 2023

orOR


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

For the transition period from ~~____________~~_____________ to _____________

Commission File Number: 000-51229

MANUFACTURED HOUSING PROPERTIES INC.

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Nevada	51-0482104	~~51-0482104~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
( State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)
136 Main StreetPineville, NC	28134
(Address of principal executive offices)	(Zip Code)

136 Main Street, Pineville, North Carolina		28134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 273-1702

(980) 273-1702 (Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

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

As of ~~May~~August 119, 2023, there were 12,493,012 common shares of the registrant issued and outstanding.

Manufactured Housing Properties Inc.

Quarterly Report on Form 10-Q

Period Ended ~~March~~June 3130, 2023

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION
	PART IFINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	222
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1130
Item 4.	Controls and Procedures.	1130
	PART II OTHER INFORMATION
	PART IIOTHER INFORMATION
Item 1.	Legal Proceedings	1332
Item 1A.	Risk Factors	1332
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1332
Item 3.	Defaults Upon Senior Securities	1332
Item 4.	Mine Safety Disclosures	1332
Item 5.	Other Information	1333
Item 6.	Exhibits	1434

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

MANUFACTURED HOUSING PROPERTIES INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	~~Page~~	Page
Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	F-1
Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022		2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)	F-2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)		3
Condensed Consolidated Statements of Changes in Deficit for the Three Months Ended March 31, 2023 and 2022 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements	~~F-5 - F-25~~	6

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~MARCH~~JUNE 3130, 2023 AND DECEMBER 31, 2022

	March 31, 2023			December 31, 2022
	June 30,2023			December 31,2022
Assets	(unaudited)
Investment Property
Land	$	3637,~~399~~403,~~696~~653		$	30,263,687
Site and Land Improvements		4549,~~346~~267,~~146~~021			44,035,649
Buildings and Improvements		2531,~~321~~005,~~424~~616			23,229,657
Construction in Process		1,~~692~~726,~~050~~093			2,541,376
Total Investment Property		~~108~~119,~~759~~402,~~316~~383			100,070,369
Accumulated Depreciation		(910,~~245~~416,~~738~~912	)		(8,225,976	)
Net Investment Property		99108,~~513~~985,~~578~~471			91,844,393
Cash and Cash Equivalents		51,~~710~~745,~~926~~129			5,090,369
Restricted Cash		5,~~222~~374,~~057~~687			5,315,246
Accounts Receivable		~~225~~326,~~894~~109			368,081
Other Assets		~~788~~1,~~927~~377,189			975,064
TOTAL ASSETS	$	~~111~~117,~~461~~808,~~382~~585		$	103,593,153
Liabilities
Accounts Payable	$	~~780~~732,~~511~~614		$	755,124
Notes Payable, net of $3,772,073 and $3,666,214 debt discount, respectively		80,942,053			75,883,866
Notes Payable, net of $3,873,258 and $3,666,214 debt discount, respectively		86,758,070			75,883,866
Lines of Credit – Variable Interest Entities, net of $205,877 and $160,372 debt discount, respectively		7,624,918			6,208,947
Lines of Credit – Variable Interest Entities, net of $199,737 and $160,372 debt discount, respectively		7,498,868			6,208,947
Lines of Credit – Related Party		2,000,000			2,000,000
Accrued Liabilities including amounts due to related parties of $1,229,166 and $1,154,166, respectively		2,053,265			2,054,438
Accrued Liabilities including amounts due to related parties of $1,305,833 and $1,154,166, respectively		2,825,777			2,054,438
Tenant Security Deposits		~~892~~957,~~726~~714			879,676
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 25,394 and 21,584 shares issued and outstanding; redemption value $25,393,919 and $21,584,002 as of March 31, 2023 and December 31, 2022, respectively		23,812,360			20,177,187
Series C Redeemable Preferred Stock, par value $0.01 per share; 47,000 shares authorized; 27,089 and 21,584 shares issued and outstanding and redemption value $27,088,919 and $21,584,002 as of June 30, 2023 and December 31, 2022, respectively		25,488,375			20,177,187
Total Liabilities		~~118~~126,~~105~~261,~~833~~418			107,959,238
Commitments and Contingencies (See note 6)
Redeemable Preferred Stock – subject to redemption
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,826,000 shares issued and outstanding; redemption value $6,847,500 as of March 31, 2023 and December 31, 2022		6,222,041			6,107,916
Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share; 4,000,000 shares authorized; 1,826,000 shares issued and outstanding and redemption value $6,847,500 as of June 30, 2023 and December 31, 2022		6,336,166			6,107,916
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 747,951 shares issued and outstanding; redemption value $11,219,265 as of March 31, 2023 and December 31, 2022		9,303,822			9,122,218
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share; 1,000,000 shares authorized; 747,951 shares issued and outstanding and redemption value $11,219,265 as of June 30, 2023 and December 31, 2022		9,485,426			9,122,218
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share; 75,000 shares authorized; no shares issued and outstanding; no redemption value as of March 31, 2023 and December 31, 2022		-			-
Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share; 75,000 shares authorized; 738 and 0 shares issued and outstanding and redemption value $737,942 and $0 as of June 30, 2023 and December 31, 2022, respectively		654,666			—
Deficit
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,493,012 shares are issued and outstanding as of March 31, 2023 and December 31, 2022		124,930			124,930
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 12,493,012 shares are issued and outstanding as of June 30, 2023 and December 31, 2022		124,930			124,930
Additional Paid in Capital		(56,~~856~~277,~~037~~812	)		(5,428,984	)
Accumulated Deficit		(1416,~~456~~499,~~564~~783	)		(12,521,376	)
Total Manufactured Housing Properties Inc. Deficit		(2022,~~187~~652,~~671~~665	)		(17,825,430	)
Non-controlling interest in Variable Interest Entities		(12,~~982~~276,~~643~~426	)		(1,770,789	)
Total Deficit		(2224,~~170~~929,~~314~~091	)		(19,596,219	)
TOTAL LIABILITIES AND DEFICIT	$	~~111~~117,~~461~~808,~~382~~585		$	103,593,153

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

~~F-1~~ 2

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2023 ~~and~~AND 2022

(UNAUDITED)

	Three Months Ended March 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
	2023			2022			2023			2022
Revenue
Rental and related income	$	4,~~145~~224,~~189~~714		$	3,~~040~~283,~~022~~777		$	8,369,903		$	6,323,799
Gross Revenues from Home Sales		~~112~~198,~~300~~800			1587,~~000~~594			311,100			102,594
Total revenues		4,~~257~~423,~~489~~514			3,~~055~~371,~~022~~371			8,681,003			6,426,393
Community operating expenses
Repair and maintenance		~~275~~348,~~529~~117			~~221~~327,~~019~~265			623,646			515,819
Real estate taxes		~~201~~210,~~633~~862			~~180~~217,~~829~~093			412,495			397,922
Utilities		~~306~~278,~~412~~954			~~235~~239,~~895~~985			585,366			475,880
Insurance		~~104~~119,~~059~~367			6078,~~298~~999			223,426			139,297
General and administrative expense		~~708~~686,~~168~~547			~~376~~405,~~196~~044			1,394,715			781,240
Total community operating expenses		1,~~595~~643,~~801~~847			1,~~074~~268,~~237~~386			3,239,648			2,310,158
Corporate payroll and overhead		1,~~571~~484,~~454~~216			~~909~~1,~~078~~254,918			3,055,670			2,163,996
Depreciation expense		1,~~023~~178,~~015~~089			~~759~~818,~~704~~975			2,201,104			1,578,679
Interest expense		2,~~053~~292,~~455~~869			1,~~101~~235,~~693~~048			4,346,324			2,336,741
Cost of home sales		130,806			-
Refinancing costs		—			15,751			—			15,751
Total expenses		6,374,531			3,844,712
Cost of home sales		131,495			122,269			262,301			154,734
Net loss before provision for income taxes		(2,117,042	)		(789,690	)
Total expenses		6,730,516			4,715,347			13,105,047			8,560,059
Provision for income taxes		-			-
Net loss before provision for income taxes		(2,307,002	)		(1,343,976	)		(4,424,044	)		(2,133,666	)
Net loss	$	(2,117,042	)	$	(789,690	)
Provision for income taxes		—			—			—			—
Net loss attributable to non-controlling interest variable interest entities		(182,466	)		(159,570	)
Net loss	$	(2,307,002	)	$	(1,343,976	)	$	(4,424,044	)	$	(2,133,666	)
Net income (loss) attributable to Manufactured Housing Properties, Inc.		(1,934,576	)		(630,120	)
Net loss attributable to non-controlling interest variable interest entities		(263,783	)		(250,915	)		(446,249	)		(410,485	)
Preferred stock dividends and put option value accretion
Net loss attributable to Manufactured Housing Properties, Inc.		(2,043,219	)		(1,093,061	)		(3,977,795	)		(1,723,181	)
Series A preferred dividends		91,633			94,300
Preferred stock dividends and put option value accretion
Series A preferred put option value accretion		114,125			117,871
Series A preferred dividends		91,300			94,300			182,933			188,600
Series B preferred dividends		149,665			151,785
Series A preferred put option value accretion		114,125			117,875			228,250			235,746
Series B preferred put option value accretion		181,604			184,254
Series B preferred dividends		149,665			151,785			299,330			303,570
Total preferred stock dividends and put option value accretion		537,027			548,210
Series B preferred put option value accretion		181,604			184,254			363,208			368,508
Net loss attributable to common stockholders	$	(2,471,603	)	$	(1,178,330	)
Series D preferred dividends		1,132			—			1,132			—
Weighted average shares - basic and fully diluted		12,883,521			13,108,188
Series D preferred put option value accretion		307			—			307			—
Net loss per share – basic and fully diluted	$	(0.19	)	$	(0.09	)
Total preferred stock dividends and put option value accretion		538,133			548,214			1,075,160			1,096,424
Net loss attributable to common stockholders	$	(2,581,352	)	$	(1,641,275	)	$	(5,052,955	)	$	(2,819,605	)
Weighted average shares - basic and fully diluted		12,916,854			12,835,977			12,916,854			12,833,928
Net loss per share – basic and fully diluted	$	(0.20	)	$	(0.13	)	$	(0.39	)	$	(0.22	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

~~F-2~~ 3

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

FOR THE THREE MONTHS ENDED ~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

	COMMON STOCK				~~ADDITIONAL~~ADDITIONALPAID ~~PAID~~ IN			ACCUMULATED			~~TOTAL MANUFACTURED HOUSING PROPERTIES~~TOTALMANUFACTUREDHOUSINGPROPERTIES			~~NON CONTROLLING~~NONCONTROLLING
	SHARES		PAR VALUE		CAPITAL			DEFICIT			INC.			INTEREST			DEFICIT
Balance at January 1, 2022		12,403,680	$	124,037	$	(3,160,712	)	$	(4,672,537	)	$	(7,709,212	)	$	(977,513	)	$	(8,686,725	)
Stock option expense		-—		-—		49,760			-—			49,760			-—			49,760
Preferred shares Series A dividends		-—		-—		(94,300	)		-—			(94,300	)		-—			(94,300	)
Preferred shares Series A put option value accretion		-—		-—		(117,871	)		-—			(117,871	)		-—			(117,871	)
Preferred shares Series B dividends		-—		-—		(151,785	)		-—			(151,875	)		-—			(151,875	)
Preferred shares Series B put option value accretion		-—		-—		(184,254	)		-—			(184,254	)		-—			(184,254	)
Distributions from VIE		-—		-—		-—			-—			-—			(30,000	)		(30,000	)
Net loss		-—		-—		-—			(630,120	)		(630,120	)		(159,570	)		(789,690	)
Balance at March 31, 2022		12,403,680	$	124,037	$	(3,659,162	)	$	(5,302,657	)	$	(8,837,782	)	$	(1,167,083	)	$	(10,004,865	)
Balance at January 1, 2023		12,493,012	$	124,930	$	(5,428,984	)	$	(12,521,376	)	$	(17,825,430	)	$	(1,770,789	)	$	(19,596,219	)
Stock option expense		—		—		28,062			—			28,062			—			28,062
Stock option expense		-		-		109,974			-			109,974			-			109,974
Common Stock issuance exercise stock options		8,333		83		—			—			83			—			83
Preferred shares Series A dividends		-—		-—		(9194,~~633~~300	)		-—			(9194,~~633~~300	)		-—			(9194,~~633~~300	)
Preferred shares Series A put option value accretion		-—		-—		(~~114~~117,~~125~~875	)		-—			(~~114~~117,~~125~~875	)		-—			(~~114~~117,~~125~~875	)
Preferred shares Series B dividends		-—		-—		(~~149~~151,~~665~~785	)		-—			(~~149~~151,~~665~~785	)		-—			(~~149~~151,~~665~~785	)
Preferred shares Series B put option value accretion		-—		-—		(~~181~~184,~~604~~254	)		-—			(~~181~~184,~~604~~254	)		-—			(~~181~~184,~~604~~254	)
Distributions from VIE		-—		-—		-—			~~(612~~—	)		~~(612~~—	)		(2930,~~388~~000	)		(30,000	)
Net Income (Loss)		-		-		-			(1,934,576	)		(1,934,576	)		(182,466	)		(2,117,042	)
Net Loss		—		—		—			(1,093,061	)		(1,093,061	)		(250,915	)		(1,343,976	)
Balance at June 30, 2022		12,412,013		124,120		(4,179,314	)		(6,395,718	)		(10,450,912	)		(1,447,998	)		(11,898,910	)
Balance at January 1, 2023		12,493,012	$	124,930	$	(5,428,985	)	$	(12,521,376	)	$	(17,825,430	)	$	(1,770,789	)	$	(19,596,219	)
Stock option expense		—		—		109,975			—			109,974			—			109,974
Preferred shares Series A dividends		—		—		(91,633	)		—			(91,633	)		—			(91,633	)
Preferred shares Series A put option value accretion		—		—		(114,125	)		—			(114,125	)		—			(114,125	)
Preferred shares Series B dividends		—		—		(149,665	)		—			(149,665	)		—			(149,665	)
Preferred shares Series B put option value accretion		—		—		(181,604	)		—			(181,604	)		—			(181,604	)
Distributions from VIE		—		—		—			(612	)		(612	)		(29,388	)		(30,000	)
Net Loss		—		—		—			(1,934,576	)		(1,934,576	)		(182,466	)		(2,117,042	)
Balance at March 31, 2023		12,493,012	$	124,930	$	(5,856,037	)	$	(14,456,564	)	$	(20,187,671	)	$	(1,982,643	)	$	(22,170,314	)
Stock option expense		—		—		116,358			—			116,358			—			116,358
Preferred shares Series A dividends		—		—		(91,300	)		—			(91,300	)		—			(91,300	)
Preferred shares Series A put option value accretion		—		—		(114,125	)		—			(114,125	)		—			(114,125	)
Preferred shares Series B dividends		—		—		(149,665	)		—			(149,665	)		—			(149,665	)
Preferred shares Series B put option value accretion		—		—		(181,604	)		—			(181,604	)		—			(181,604	)
Preferred shares Series D dividends		—		—		(1,132	)		—			(1,132	)		—			(1,132	)
Preferred shares Series D put option value accretion		—		—		(307	)		—			(307	)		—			(307	)
Distributions from VIE		—		—		—			—			—			(30,000	)		(30,000	)
Net Loss		—		—		—			(2,043,219	)		(2,043,219	)		(263,783	)		(2,307,002	)
Balance at June 30, 2023		12,493,012	$	124,930	$	(6,277,812	)	$	(16,499,783	)	$	(22,652,665	)	$	(2,276,426	)	$	(24,929,091	)

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

~~F-3~~ 4

MANUFACTURED HOUSING PROPERTIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

	March 31, 2023			March 31, 2022
	June 30,2023			June 30,2022
Cash Flows from Operating Activities:
Net Loss	$	(24,~~117~~424,~~042~~044	)	$	(~~789~~2,~~690~~133,666	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock option expense		~~109~~226,~~974~~333			4977,~~760~~822
Amortization of debt discount		~~310~~659,~~512~~703			~~162~~306,~~328~~230
Write off acquisition and development pursuit costs		19,806			59,486
Write off debt issuance costs recorded as debt discount		—			15,751
Loss on sales of homes		18,505			17,465
Write off acquisition and development pursuit costs		—			60,759
Depreciation		1,023,015			759,704
(Gain) Loss on Home Sales		(48,799	)		52,140
Depreciation		2,201,104			1,578,679
Changes in operating assets and liabilities:
Accounts receivable		~~142~~41,~~187~~972			15(111,~~182~~329	)
Other assets		~~257~~211,~~376~~658			~~269~~316,~~602~~864
Accounts payable		25(22,~~386~~510	)		33202,~~547~~116
Tenant security deposits		1378,~~050~~038			48105,~~884~~085
Accrued liabilities		~~(303~~771,~~477~~343	)		(~~728~~444,~~086~~026	)
Net Cash Used in Operating Activities		(500,708	)		(101,818	)
Net Cash (Used in) Provided by Operating Activities		(305,202	)		26,425
Cash Flows from Investing Activities:
Capital improvements		(~~446~~1,~~055~~585,169	)		(~~764~~1,~~907~~507,382	)
Proceeds from sales of homes		~~112~~311,~~300~~100			15102,~~000~~594
Proceeds from sale of community		242,356			-
Purchases of investment properties		(6,528,479	)		(3,697,135	)
Purchases of investment properties		(2,570,000	)		(1,050,000	)
Purchase of intangible assets		(613,783	)		—
Payment of pursuit costs		~~(231,141~~—	)		(66113,~~071~~964	)
Payment of acquisition costs		(~~107~~161,~~832~~716	)		(~~163~~296,~~578~~170	)
Net Cash Used in Investing Activities		(38,~~000~~578,~~372~~047	)		(25,~~029~~512,~~556~~057	)
Cash Flows from Financing Activities:
Proceeds from line of credit – related party		-—			4,700,000
Repayment of lines of credit - VIEs		(110,644	)		(47,952	)
Repayment of note payable - VIEs		—			(850,000	)
Repayment of notes payable		(15,955	)		(1,699,464	)
Proceeds from notes payable		—			1,875,000
Proceeds from lines of credit - VIEs		1,329,417			-
Repayment of notes payable		(28,753	)		(1,916,434	)
Proceeds from issuance of preferred stock		3,874,917			4,289,444
Proceeds from lines of credit - VIEs		1,353,000			596,563
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount		(636,614	)		(847,499	)
Repayment of lines of credit - VIEs		(242,831	)		(682,646	)
Redemption of Preferred Stock		(65,000	)		-
Proceeds from exercise of options		—			83
Fees paid in advance for debt		(78,675	)		-
Proceeds from issuance of preferred stock		6,285,525			6,297,617
Series A and Series B Preferred share dividends		(238,998	)		(242,785	)
Payment of debt costs and Series C Preferred Stock costs recorded as debt discount		(1,099,846	)		(1,263,667	)
Distributions from VIE		(30,000	)		(30,000	)
Redemption of Preferred Stock		(126,250	)		—
Net Cash Provided by Financing Activities		4,028,448			2,121,744
Fees paid in advance for debt		—			(1,761,363	)
Net change in cash, cash equivalents and restricted cash		527,368			(9,630	)
Series A, Series B and Series D Preferred share dividends		(483,395	)		(485,570	)
Distributions from VIE		(60,000	)		(60,000	)
Net Cash Provided by Financing Activities		5,597,450			6,449,583
Net change in cash, cash equivalents and restricted cash		(3,285,799	)		963,951
Cash, cash equivalents and restricted cash at beginning of the period		10,405,615			2,106,329
Cash, cash equivalents and restricted cash at end of the period	$	107,~~932~~119,~~983~~816		$	23,~~096~~070,~~699~~280
Cash, cash equivalents and restricted cash consist of the following:
End of period
Cash and cash equivalents	$	51,~~710~~745,~~926~~129		$	12,~~342~~260,~~620~~000
Restricted cash		5,~~222~~374,~~057~~687			~~754~~810,~~079~~280
Total	$	107,~~932~~119,~~983~~816		$	23,~~096~~070,~~699~~280
Cash, cash equivalents and restricted cash consist of the following:
Beginning of period
Cash and cash equivalents	$	5,090,369		$	1,401,134
Restricted cash		5,315,246			705,195
Total	$	10,405,615		$	2,106,329
Cash paid for:
Income Taxes		-—			-—
Interest	$	12,~~195~~519,~~172~~320		$	~~784~~1,~~735~~448,072
Series C Preferred share dividends included in interest expense	$	~~373~~815,~~773~~321		$	96275,~~126~~137
Non-Cash Investing and Financing Activities
Notes and lines of credit related to acquisitions and capital improvements	$	511,~~399~~329,120		$	45,~~624~~875,~~414~~735
Non-cash Series A and B Preferred Stock accretion	$	295,729		$	302,125
Non-cash Series A, B and D Preferred Stock accretion	$	591,765		$	604,254

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements

~~F-4~~ 5

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Organization

Manufactured Housing Properties Inc. (the “Company”) is a Nevada corporation whose principal activities are to acquire, own, and operate manufactured housing communities.

Basis of Presentation

The Company prepares its unaudited condensed financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all information and footnotes required by GAAP for complete financial statements. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 29, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair statement of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the ~~three~~six months ended ~~March~~June 3130, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest, and any other entities in which the Company has a controlling financial interest. The Company consolidates variable interest entities (“VIEs”) where the Company is the primary beneficiary. The primary beneficiary of a VIE is the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

~~F-5~~ The Company’s formation of all subsidiaries and VIEs’ date of consolidation are as follows:

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

The Company’s formation of all subsidiaries and VIEs’ date of consolidation are as follows:


Name of Subsidiary	State of Formation	Date of Formation	Ownership
Pecan Grove MHP LLC	North Carolina	October 12, 2016	100%
Azalea MHP LLC	North Carolina	October 25, 2017	100%
Holly Faye MHP LLC	North Carolina	October 25, 2017	100%
Chatham Pines MHP LLC	North Carolina	October 31, 2017	100%
Maple Hills MHP LLC	North Carolina	October 31, 2017	100%
Lakeview MHP LLC	South Carolina	November 1, 2017	100%
MHP Pursuits LLC	North Carolina	January 31, 2019	100%
Mobile Home Rentals LLC	North Carolina	September 30, 2016	100%
Hunt Club MHP LLC	South Carolina	March 8, 2019	100%
B&D MHP LLC	South Carolina	April 4, 2019	100%
Crestview MHP LLC	North Carolina	June 28, 2019	100%
Springlake MHP LLC	Georgia	October 10, 2019	100%
ARC MHP LLC	South Carolina	November 13, 2019	100%
Countryside MHP LLC	South Carolina	March 12, 2020	100%
Evergreen MHP LLC	Tennessee	March 17, 2020	100%
Golden Isles MHP LLC	Georgia	March 16, 2021	100%
Anderson MHP LLC	South Carolina	June 2, 2021	100%
Capital View MHP LLC	South Carolina	August 6, 2021	100%
Hidden Oaks MHP LLC	South Carolina	August 6, 2021	100%
North Raleigh MHP LLC	North Carolina	September 16, 2021	100%
Carolinas 4 MHP LLC	North Carolina	November 30, 2021	100%
Charlotte 3 Park MHP LLC	North Carolina	December 10, 2021	100%
Sunnyland MHP LLC	Georgia	January 7, 2022	100%
Warrenville MHP LLC	South Carolina	February 15, 2022	100%
Solid Rock MHP LLC	South Carolina	June 6, 2022	100%
Spaulding MHP LLC	Georgia	June 10, 2022	100%
Raeford MHP Development LLC	North Carolina	June 20, 2022	100%
Solid Rock MHP Homes LLC	South Carolina	June 22, 2022	100%
Country Estates MHP LLC(1)	North Carolina	July 6, 2022	100%
Statesville MHP LLC	North Carolina	July 6, 2022	100%
Timberview MHP LLC	North Carolina	July 7, 2022	100%
Red Fox MHP LLC	North Carolina	July 7, 2022	100%
Northview MHP LLC	North Carolina	July 8, 2022	100%
Meadowbrook MHP LLC	South Carolina	July 25, 2022	100%
Sunnyland 2 MHP LLC	Georgia	July 27, 2022	100%
Dalton 3 MHP LLC(1)	Georgia	August 8, 2022	100%
MHP Home Holdings LLC	North Carolina	August 17, 2022	100%
Glynn Acres MHP LLC	Georgia	September 9, 2022	100%
Wake Forest 2 MHP LLC	North Carolina	October 27, 2022	100%
Country Aire MHP LLC	South Carolina	December 1, 2022	100%
Mobile Cottage MHP LLC	North Carolina	December 7, 2022	100%
Merritt Place MHP LLC	Georgia	December 6, 2022	100%
MHR Home Development LLC	Delaware	January 19, 2023	100%
Palm Shadows LLC	Texas	April 12, 2023	100%
Gvest Finance LLC	North Carolina	December 11, 2018	VIE
Gvest Homes I LLC	Delaware	November 9, 2020	VIE
Brainerd Place LLC	Delaware	February 24, 2021	VIE
Bull Creek LLC	Delaware	April 13, 2021	VIE
Gvest Anderson Homes LLC	Delaware	June 22, 2021	VIE
Gvest Capital View Homes LLC	Delaware	August 6, 2021	VIE
Gvest Hidden Oaks Homes LLC	Delaware	August 6, 2021	VIE
Gvest Springlake Homes LLC	Delaware	September 24, 2021	VIE
Gvest Carolinas 4 Homes LLC	Delaware	November 13, 2021	VIE
Gvest Sunnyland Homes LLC	Delaware	January 6, 2022	VIE
Gvest Warrenville Homes LLC	Delaware	February 14, 2022	VIE
Gvest Wake Forest 2 Homes LLC	North Carolina	October 27, 2022	VIE

(1) During the ~~three~~six months ended ~~March~~June 3130, 2023, there was no activity in Country Estates MHP LLC and Dalton 3 MHP LLC.

All intercompany transactions and balances have been eliminated in consolidation. The Company does not have a majority or minority interest in any other company, either consolidated or unconsolidated.

F-6

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Revenue Recognition

Rental and related income is generated from lease agreements for our manufactured housing sites and homes. The lease component of these agreements is accounted for under Topic 842 of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, for leases.

Under ASC 842, the Company must assess on an individual lease basis whether it is probable that we will collect the future lease payments. The Company considers the tenant’s payment history and current credit status when assessing collectability. When collectability is not deemed probable, the Company will write-off the tenant’s receivables, including straight-line rent receivable, and limit lease income to cash received.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

The Company’s revenues primarily consist of rental revenues and other rental related fee income. The Company has the following revenue sources and revenue recognition policies:

•

● Rental revenues include revenues from the leasing of land lot or a combination of both, the mobile home and land at our properties to tenants.

•

● Revenues from the leasing of land lot or a combination of both, the mobile home and land at the Company’s properties to tenants include (i) lease components, including land lot or a combination of both, the mobile home and land, and (ii) reimbursement of utilities and account for the components as a single lease component in accordance with ASC 842.

•

● Revenues derived from fixed lease payments are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. ~~Revenue~~Revenues derived from the reimbursement of utilities are generally recognized in the same period as the related expenses are incurred. The majority of the Company’s leases are month-to-month.

Revenue from sales of manufactured homes is recognized in accordance with the core principle of ASC 606, at the time of closing when control of the home transfers to the customer. After closing of the sale transaction, the Company generally has no remaining performance obligation.

Accounts Receivable

Accounts receivable consist primarily of amounts currently due from residents. Accounts receivable are reported in the balance sheet at outstanding principal adjusted for any charge-offs and allowance for losses. The Company records an allowance for bad debt when receivables are over 90 days old.

F-7

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Variable Interest Entities

In December 2020, the Company entered into a property management agreement with Gvest Finance LLC, a company owned and controlled by the Company’s parent company, Gvest Real Estate Capital LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and has subsequently entered into property management agreements with Gvest Homes I LLC, Gvest Anderson Homes LLC, Gvest Capital View Homes LLC, Gvest Hidden Oaks Homes LLC, Gvest Springlake Homes LLC, Gvest Carolinas 4 Homes LLC, Gvest Sunnyland Homes LLC, Gvest Warrenville Homes LLC and Gvest ~~Warrenville~~Wake Forest 2 Homes LLC, which are all wholly owned subsidiaries of Gvest Finance LLC. Under the property management agreements, the Company manages the homes owned by the VIEs and the VIEs remit to the Company all income, less any sums paid out for operational expenses and debt service but retain 5% of the debt service payment as a reserve.

Additionally, during 2021, the Company formed two entities, Brainerd Place LLC and Bull Creek LLC, for the purpose of exploring opportunities to develop mobile home communities. The Company owns 49% of these entities and Gvest Real Estate LLC, an entity whose sole owner is Raymond M. Gee, owns 51%. The Company also executed operating agreements with these entities which designate Gvest Capital Management LLC, a company owned and controlled by Gvest Real Estate Capital LLC, as manager with the authority, power, and discretion to manage and control the entities’ business decisions. The operating agreements require the Company to make cash contributions to the entities to fund their activities, operations, and existence, if the Company approves the contribution requests from the manager, which ultimately provides the Company with power to direct the economically significant activities of these entities.

Pursuant to U.S. generally accepted accounting principles, or GAAP, a company with interests in a VIE must consolidate the entity if the company is deemed to be the primary beneficiary of the VIE; that is, if it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. Such a determination requires management to evaluate circumstances and relationships that may be difficult to understand and to make a significant judgment, and to repeat the evaluation at each subsequent reporting date. Primarily due to the Company’s common ownership by Mr. Gee, its power to direct the activities of these entities that most significantly impact their economic performance, and the fact that the Company has the obligation to absorb losses or the right to receive benefits from these entities that could potentially be significant to these entities, the entities listed above are considered to be VIEs in accordance with applicable GAAP.

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding, including vested penny stock options during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding plus the weighted average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method.

For the ~~three~~six months ended ~~March~~June 3130, 2023, the potentially dilutive penny options for the purchase of ~~390~~423,~~509~~842 shares of Common Stock were included in basic loss per share. Other securities outstanding as of ~~March~~June 3130, 2023 not included in dilutive loss per share, as the effect would be anti-dilutive, were ~~198~~165,~~333~~000 unvested stock options and 1,826,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,826,000 shares.

For the ~~three~~six months ended ~~March~~June 3130, 2022, the potentially dilutive penny options for the purchase of ~~704~~428,~~508~~176 shares of Common Stock were included in basic loss per share. Other securities outstanding as of ~~March~~June 3130, 2022 not included in dilutive loss per share, as the effect would be anti-dilutive, were 15146,~~000~~666 unvested stock options and 1,886,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, which are convertible into Common Stock for a total of 1,886,000 shares.

F-8

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

Use of Estimates

The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that effect 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 reported period. Actual results could differ from those estimates.

Leases

Rental revenue is generated from lease agreements with tenants for lease of the Company’s sites and manufactured homes where the Company is the lessor. The terms of these leases are generally annual or month-to-month and are renewable upon the consent of both parties and contain no option to purchase the underlying asset. Therefore, these leases are accounted for as operating leases in accordance with ASC 842.

The Company is the lessee in a lease agreement for its corporate office space with a related party entity owned and controlled by Raymond M. Gee, the Company’s CEO and chairman. The lease term for the office is month-to-month, the lease is terminable by either party if written, thirty-day notice is given, and the lease contains no option to purchase the facility. This lease is accounted for as an operating lease. Pursuant to ASC 842-20-25-2, the Company, as the lessee, has elected the short-term lease measurement exception whereby lease expense is recognized on a straight-line basis over the term of the lease with no right-of-use asset or lease liability recognized on the consolidated balance sheet.

Acquisitions

The Company accounts for acquisitions as asset acquisitions in accordance with ASC 805, “Business Combinations,” and allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, site and land improvements, buildings and improvements, ~~and~~ rental homes and intangibles. The Company allocates the purchase price of an acquired property generally determined by a third-party purchase price allocation report obtained in conjunction with the purchase based on appraisals.

Intangibles

The Company's intangible assets include trademarks and trade names. These intangible assets are recorded in Other Assets on the Consolidated Balance Sheet. The valuation of intangibles is generally determined by a third-party purchase price allocation report obtained in conjunction with an acquisition purchase based on appraisals. Acquisition costs allocated to intangible assets are capitalized. The Company's intangibles and associated acquisition costs are amortized over a 15-year estimated useful life on a straight line basis commencing on the date of acquisition. As of June 30, 2023, intangibles consisted of $613,783. As of June 30, 2023, accumulated amortization of intangible assets and related acquisition costs was $8,737.

Debt Issuance Costs

Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related obligation with the amortization included as a component of interest expense in the statement of operations. The unamortized balance of the debt issuance costs is presented in the consolidated balance sheet as direct reduction from the carrying amount of the debt. Upon prepayment, refinance, or substantial modification of a debt obligation, the related unamortized costs are written off to expense.

Investment Property and Depreciation

Investment real property and equipment are carried at cost. Depreciation of buildings, improvements to sites and buildings, rental homes, equipment, and vehicles is computed principally on the straight-line method over the estimated useful lives of the assets (ranging from 3 to 25 years). Land development costs are not depreciated until they are put in use, at which time they are capitalized as land improvements. Interest Expense pertaining to Land Development Costs are capitalized. Maintenance and Repairs are charged to expense as incurred and improvements are capitalized. The costs and related accumulated depreciation of property sold or otherwise disposed of are removed from the financial statement and any gain or loss is reflected in the current period’s results of operations.

Impairment Policy

The Company applies FASB ASC 360-10, “Property, Plant & Equipment,” to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than the carrying value under its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. There was no impairment during the three and six months ended ~~March~~June 3130, 2023 and 2022, respectively.

~~F-9~~ Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

~~Cash~~As of June 30, ~~Cash~~ ~~Equivalents~~2023, the restricted cash balance of $5,374,687 was comprised of $957,714 of cash reserved for tenant security deposits and ~~Restricted~~lender ~~Cash~~escrows for capital improvements, insurance, and real estate taxes in the amount of $4,416,973. As of December 31, 2022, the restricted cash balance of $5,315,246 was comprised of $879,676 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $4,435,570.

The Company ~~considers~~maintains ~~all~~cash ~~highly~~balances ~~liquid~~at ~~financial~~banks ~~instruments~~and ~~purchased~~deposits ~~with~~at antimes ~~original~~may ~~maturity~~exceed offederally ~~three~~insured ~~months~~limits. orManagement ~~less~~believes tothat bethe financial institutions that hold the Company’s cash ~~equivalents~~are financially secure and, accordingly, minimal credit risk exists. At June 30, 2023 and December 31, 2022, the Company had approximately $1,168,956 and $4,006,000 above the FDIC-insured limit, respectively.

As of March 31, 2023, restricted cash consisted of $5,222,057 related to cash reserved for tenant security deposits of $892,726 and lender escrows for capital improvements, insurance, and real estate taxes of $4,329,331. As of December 31, 2022, the restricted cash balance of $5,315,246 was comprised of $879,676 of cash reserved for tenant security deposits and lender escrows for capital improvements, insurance, and real estate taxes in the amount of $4,435,570.

The Company maintains cash balances at banks and deposits at times may exceed federally insured limits. Management believes that the financial institutions that hold the Company’s cash are financially secure and, accordingly, minimal credit risk exists. At March 31, 2023 and December 31, 2022, the Company had approximately $4,318,000 and $4,006,000 above the FDIC-insured limit, respectively.

Liquidity

The unaudited condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses each quarter since inception and has experienced slightly negative cash flows from operations during the ~~three~~six months ended ~~March~~June 3130, 2023. The Company is in an acquisitive, growth stage whereby it has more than doubled the number of home sites in its portfolio of manufactured housing communities over the past two years. The Company acquires communities and invests in physical improvements, implements operational efficiencies to cut costs, works to improve occupancy and collections, and increases rents based on each respective market all to stabilize the acquired communities to their full potential. The Company has incurred additional corporate payroll and overhead and interest expense in order to accomplish such growth which has driven losses and used operating cash flow.

The Company’s principal demands for cash are operating and administrative expenses, dividends on preferred stock, debt service payments, capital expenditures to improve properties, and community acquisitions. The Company expects to fund its operating cash requirements over the next year through a combination of cash on hand, net cash provided by its property operations, and if necessary, borrowings from related party lines of credit available for working capital or other cash flow needs.

The Company’s continued growth depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing, which includes its ability to raise capital. There is no guarantee that any of these additional opportunities will materialize or that the Company will be able to take advantage of such opportunities. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. Proceeds from issuance of Series C Preferred Stock and cash held in escrow with lenders will fund the Company’s capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made.

Stock Based Compensation

All stock-based payments to employees, nonemployee consultants, and to nonemployee directors for their services as directors, including any grants of restricted stock and stock options, are measured at fair value on the grant date and recognized in the statements of operations as compensation or other expense over the relevant service period in accordance with FASB ASC Topic 718. Stock based payments to non-employees are recognized as an expense over the period of performance. Such payments are measured at fair value at the earlier of the date a performance commitment is reached, or the date performance is completed. In addition, for awards that vest immediately and are nonforfeitable, the measurement date is the date the award is issued. The Company recorded stock option expense of $~~109~~226,~~975~~333 and $4977,~~760~~822 during the ~~three~~ six months ended ~~March~~June 3130, 2023 and 2022, respectively.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB ASC to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Most of the Company’s financial assets do not have a quoted market value. Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management). Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties, future expected loss experience and other factors. Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model. Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.

The fair value of cash and cash equivalents, accounts ~~receivables~~receivable, and accounts payable approximates their current carrying amounts since all such items are short-term in nature. The fair value of variable and fixed rate mortgages payable and lines of credit approximate their current carrying amounts on the balance sheet since such amounts payable are at approximately a weighted average current market rate of interest.

~~F-10~~ Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

Income Taxes

The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties, if any, with income tax expense in the accompanying unaudited condensed consolidated statement of operations. As of ~~March~~June 3130, 2023, and December 31, 2022, there were no such accrued interest or penalties.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2022. The Company adopted the new guidance on January 1, 2023 and determined it did not have a material impact on its consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

~~Impact of Coronavirus Pandemic~~11

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic, and on March 13, 2020, the United States declared a national emergency.

Some states and cities, including some where the Company’s properties are located, reacted by instituting quarantines, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate, as well as guidance in response to the pandemic and the need to contain it.

The rules and restrictions put in place had a negative impact on the economy and business activity and may adversely impact the ability of the Company’s tenants, many of whom may be restricted in their ability to work, to pay their rent as and when due. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, have established rules and/or regulations preventing us from evicting tenants for certain periods in response to the pandemic. If the Company is unable to enforce its rights as landlords, our business would be materially affected.

The extent to which the pandemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic, and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

F-11

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

NOTE 2 – VARIABLE INTEREST ENTITIES

Included in the unaudited condensed consolidated results of operations for the three months ended ~~March~~June 3130, 2023 and 2022 were net ~~loss~~losses of $~~182~~263,~~466~~ 783 and $~~159~~250,~~570~~915, respectively, after deducting an additional management fee equal to cash flow after debt service ~~per~~pursuant to the management agreement of $30111,~~522~~ 919 and $88222,~~013~~566, respectively.

~~The consolidated~~Included ~~balance~~in ~~sheets~~the asunaudited condensed consolidated results of ~~March~~operations 31for the six months ended June 30, 2023 and ~~December~~2022 31were net losses of $446,249 ~~2022~~and ~~included~~$410,485, ~~the~~respectively, ~~following~~after ~~amounts~~deducting ~~related~~an additional management fee equal to cash flow after debt service pursuant to the ~~consolidated~~management ~~VIEs~~agreement of $142,441 and $305,579, respectively.

	March 31, 2023			December 31, 2022
	(Unaudited)
Assets
Investment Property	$	15,239,329		$	14,688,424
Accumulated Depreciation		(1,141,707	)		(997,240	)
Net Investment Property		14,097,622			13,691,184
Cash and Cash Equivalents		40,381			40,080
Accounts Receivable		25,319			60,538
Other Assets		200,571			194,871
Total Assets	$	14,363,893		$	13,986,673
Liabilities and Deficit
Accounts Payable	$	132,818		$	206,882
Notes Payable, net of $44,531 and $45,790 debt discount, respectively		3,026,842			3,035,455
Line of Credit, net of $205,877 and $160,372 debt discount, respectively		7,624,918			6,208,947
Accrued Liabilities(1)		5,561,958			6,306,178
Total Liabilities		16,346,536			15,757,462
Non-controlling Interest		(1,982,643	)		(1,770,789	)
Total Non-controlling Interest in Variable Interest Entities		(1,982,643	)		(1,770,789	)

The consolidated balance sheets as of June 30, 2023 and December 31, 2022 included the following amounts related to the consolidated VIEs.

(1) Included in accrued liabilities is an intercompany balance of $5,490,202 and $6,232,561 as of March 31, 2023 and December 31, 2022, respectively. The intercompany balances have been eliminated on the consolidated balance sheet.


	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investment Property	$	15,388,605		$	14,688,424
Accumulated Depreciation		(1,303,541	)		(997,240	)
Net Investment Property		14,085,064			13,691,184
Cash and Cash Equivalents		43,526			40,080
Accounts Receivable		136,181			60,538
Other Assets		230,853			194,871
Total Assets	$	14,495,624		$	13,986,673

Liabilities and Deficit
Accounts Payable	$	106,749		$	206,882
Notes Payable, net of $44,531 and $45,790 debt discount, respectively		3,025,069			3,035,455
Line of Credit, net of $205,877 and $160,372 debt discount, respectively		7,498,868			6,208,947
Accrued Liabilities(1)		6,141,364			6,306,178
Total Liabilities		16,772,050			15,757,462

Non-controlling Interest		(2,276,426	)		(1,770,789	)
Total Non-controlling Interest in Variable Interest Entities		(2,276,426	)		(1,770,789	)

~~F-12~~ (1) Included in accrued liabilities is an intercompany balance of $6,009,666 and $6,232,561 as of June 30, 2023 and December 31, 2022, respectively. The intercompany balances have been eliminated on the condensed consolidated balance sheet.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

NOTE 3 – INVESTMENT PROPERTY

The following table summarizes the Company’s property and equipment balances. These assets are generally depreciated on a straight-line basis.

	March 31, 2023			December 31, 2022
	June 30,2023			December 31,2022
	(Unaudited)
Investment Property
Land	$	3637,~~399~~403,~~696~~653		$	30,263,687
Site and Land Improvements		4549,~~346~~267,~~146~~021			44,035,649
Buildings and Improvements		2531,~~321~~005,~~424~~616			23,229,657
Construction in Process		1,~~692~~726,~~050~~093			2,541,376
Total Investment Property		~~108~~119,~~759~~402,~~316~~383			100,070,369
Accumulated Depreciation		(910,~~245~~416,~~738~~912	)		(8,225,976	)
Net Investment Property	$	99108,~~513~~985,~~578~~471		$	91,844,393

Depreciation expense totaled $1,~~023~~178,~~015~~089 and $~~759~~818,~~704~~975 for the three months ended ~~March~~June 3130, 2023 and 2022, respectively, and $2,201,104 and $1,578,679 for the six months ended June 30, 2023 and 2022, respectively.

During the ~~three~~six months ended ~~March~~June 3130, 2023, Gvest Finance LLC, the Company’s VIE, purchased four new manufactured homes for approximately $219,120 for use in the Meadowbrook community. ~~These~~Three ~~four~~of these homes are included in Construction in Process on the balance sheet. These recently purchased homes along with several new homes purchased during 2022 are not yet occupiable and still in the set-up phase as of ~~March~~ 31June 30, 2023 and are included in Construction in Process on the balance sheet as of that date.

During the year ended December 31, 2022, Gvest Finance LLC, the Company’s VIE, purchased 25 new manufactured homes for approximately $1,300,000 for use in the Golden Isles, Springlake, Sunnyland, and Crestview communities. The majority of these recently purchased homes along with several new homes purchased during 2021 are not yet occupiable and still in the set-up phase as of December 31, 2022 and are included in Construction in Process on the balance sheet as of that date.

~~F-13~~ 12

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

NOTE 4 – ACQUISITIONS AND DISPOSITIONS

During the ~~three~~six months ended ~~March~~June 3130, 2023, the Company acquired ~~two~~three communities. These were acquisitions from third parties and have been accounted for as asset acquisitions.

On January 12, 2023, the Company purchased a manufactured housing community located in Simpsonville, South Carolina, consisting of 107 sites all occupied by tenant-owned manufactured homes on approximately 21 acres for a total purchase price of $5,350,000. Country Aire MHP LLC purchased the land, land improvements, and homes.

On January 27, 2023, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 40 developed sites, 14 undeveloped sites, and 24 homes on approximately 18 acres for a total purchase price of $2,400,000. Merritt Place MHP LLC - Land purchased the land and land improvements, and Merritt Place MHP LLC – Homes purchased the homes.

~~During the~~On ~~three~~April ~~months ended March 31~~14, ~~2022~~2023, the Company ~~acquired~~purchased ~~two~~a manufactured housing ~~communities.~~community ~~These~~located ~~were~~in ~~acquisitions~~Donna, ~~from~~Texas ~~third parties~~consisting ~~and~~of ~~have~~402 ~~been~~developed ~~accounted~~sites on approximately 27 acres for asa ~~asset~~total ~~acquisitions~~purchase price of $10,500,000. Palm Shadows MHP LLC purchased the land, land improvements, homes, intangibles and furniture, fixtures and equipment.

During the six months ended June 30, 2022, the Company acquired four communities and one large parcel of undeveloped land. These were acquisitions from third parties and have been accounted for as asset acquisitions.

On January 31, 2022, the Company purchased a manufactured housing community located in Byron, Georgia consisting of 73 sites on approximately 18.57 acres and an adjacent parcel of 15.09 acres of undeveloped land for a total purchase price of $2,200,000. Sunnyland MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Sunnyland Homes LLC, purchased the homes.

On March 31, 2022, the Company purchased two manufactured housing communities located in Warrenville, South Carolina consisting of 85 sites on approximately 45 acres for a total purchase price of $3,050,000. Warrenville MHP LLC purchased the land and land improvements and the Company’s VIE, Gvest Warrenville Homes LLC, purchased the homes.

~~F-14~~ On June 17, 2022, the Company purchased a manufactured housing community located in Brunswick, Georgia consisting of 72 sites on approximately 17 acres for a total purchase price of $2,000,000. Spaulding MHP LLC purchased the land, land improvements, and homes.

On June 28, 2022, the Company, through its wholly owned subsidiary Raeford MHP Development LLC, purchased 62 acres of undeveloped land zoned for approximately 200 mobile home lots in Raeford, North Carolina, a town in the Fayetteville Metropolitan Statistical Area, for a total purchase price of $650,000.

Six Months Ended June 30, 2022


Acquisition Date	Name (number of communities, if multiple)	Land		Improvements		Building		Intangibles		Total Purchase Price
January 2022	Sunnyland MHP	$	672,400	$	891,580	$	—	$	—	$	1,563,980
January 2022	Sunnyland Gvest		—		—		636,020		—		636,020
March 2022	Warrenville MHP		975,397		853,473		—		—		1,828,870
March 2022	Warrenville Gvest		—		—		1,221,130		—		1,221,130
June 2022	Spaulding MHP		1,217,635		304,409		477,956		—		2,000,000
June 2022	Raeford MHP Parcel		650,000		—		—		—		650,000
	Total Purchase Price	$	3,515,432	$	2,049,462	$	2,335,106	$	—	$	7,900,000
	Acquisition Costs		139,502		78,757		60,356		—		278,615
	Total Investment Property	$	3,654,934	$	2,128,219	$	2,395,462	$	—	$	8,178,615

Six Months Ended June 30, 2023


Acquisition Date	Name (number of communities, if multiple)	Land		Improvements			Building		Intangibles		Total Purchase Price
January 2023	Country Aire MHP	$	4,661,722	$	682,724		$	5,554	$	—	$	5,350,000
January 2023	Merritt Place MHP		1,410,806		557,446	(1)		431,748		—		2,400,000
April 2023	Palm Shadows MHP		984,166		3,822,004			5,082,309		611,521		10,500,000
	Total Purchase Price	$	7,056,694	$	5,062,174		$	5,519,611	$	611,521	$	18,250,000
	Acquisition Costs		76,621		48,325			28,862		2,262		156,070
	Total Investment Property	$	7,133,315	$	5,110,499		$	5,548,473	$	613,783	$	18,406,070

(1)

Includes an allocation of $300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of June 30, 2023.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

The Company entered into various purchase agreements during and after the three months ended March 31, 2023 totaling an aggregate purchase price commitment of $23,200,000 which are inclusive of non-probable acquisitions that have the potential to close at a future date. See Note 9 for more information about acquisitions that occurred subsequent to March 31, 2023.

Three Months Ended March 31, 2022

Acquisition Date	Name (number of communities, if multiple)	Land		Improvements		Building		Total Purchase Price
January 2022	Sunnyland MHP	$	672,400	$	891,580	$	-	$	1,563,980
January 2022	Sunnyland Gvest		-		-		636,020		636,020
March 2022	Warrenville MHP		975,397		853,473		-		1,828,870
March 2022	Warrenville Gvest		-		-		1,221,130		1,221,130
	Total Purchase Price	$	1,647,797	$	1,745,053	$	1,857,150	$	5,250,000
	Acquisition Costs		51,760		62,097		38,367		152,224
	Total Investment Property	$	1,699,557	$	1,807,150	$	1,895,517	$	5,402,224

Three Months Ended March 31, 2023

Acquisition Date	Name (number of communities, if multiple)	Land		Improvements			Building		Total Purchase Price
January 2023	Country Aire MHP	$	4,661,722	$	682,724		$	5,554	$	5,350,000
January 2023	Merritt Place MHP		1,410,806		557,446	(1)		431,748		2,400,000
	Total Purchase Price	$	6,072,528	$	1,240,170		$	437,302	$	7,750,000
	Acquisition Costs		63,481		34,188			9,713		107,382
	Total Investment Property	$	6,136,009	$	1,274,358		$	447,015	$	7,857,382

(1) Includes an allocation of $300,000 for 14 lots under development to be completed by seller and a respective note payable for the same amount has been included in accrued liabilities financial statement line item on the balance sheet as of March 31, 2023.

NOTE 5 – PROMISSORY NOTES

Promissory Notes

The Company has issued promissory notes payable to lenders related to the acquisition of its manufactured housing communities and mobile homes. The interest rates on outstanding promissory notes range from 4% to 8% with 5 to 30 years principal amortization. The promissory notes are secured by the real estate assets and thirty-~~three~~four loans totaling $8086,~~752~~676,~~977~~ 140 are guaranteed by Raymond M. Gee.

FAs of June 30, 2023 and December 31, 2022, the outstanding principal balance on all third-15 party promissory notes was $90,631,328 and $79,550,080, respectively. The following are the terms of these notes:

MANUFACTURED HOUSING PROPERTIES INC.


	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance June 30, 2023			Balance December 31, 2022
Pecan Grove MHP LLC(1)(2)	9/1/2032		4.870	%		60	$	4,489,000		$	4,489,000
Azalea MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,830,000			1,830,000
Holly Faye MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,608,000			1,608,000
Chatham MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,263,000			2,263,000
Lakeview MHP LLC(1)(2)	9/1/2032		4.870	%		60		3,229,000			3,229,000
B&D MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,887,000			2,887,000
Hunt Club MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,756,000			2,756,000
Crestview MHP LLC(1)(2)	9/1/2032		4.870	%		60		4,625,000			4,625,000
Maple Hills MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,570,000			2,570,000
Springlake MHP LLC(1)(2)	9/1/2032		4.870	%		60		6,590,000			6,590,000
ARC MHP LLC(1)(2)	9/1/2032		4.870	%		60		3,687,000			3,687,000
Countryside MHP LLC(1)(2)	9/1/2032		4.870	%		60		4,343,000			4,343,000
Evergreen MHP LLC (1)(2)	9/1/2032		4.870	%		60		2,604,000			2,604,000
Golden Isles MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,987,000			1,987,000
Anderson MHP LLC(1)(2)	9/1/2032		4.870	%		60		5,118,000			5,118,000
Capital View MHP LLC(1)(2)	9/1/2032		4.870	%		60		829,000			829,000
Hidden Oaks MHP LLC(1)(2)	9/1/2032		4.870	%		60		764,000			764,000
North Raleigh MHP LLC(1)(2)	9/1/2032		4.870	%		60		5,279,000			5,279,000
Charlotte 3 Park MHP LLC (Dixie) (1)(2)(3)	9/1/2032		4.870	%		60		485,000			485,000
Charlotte 3 Park MHP LLC (Driftwood) (1)(2)	9/1/2032		4.870	%		60		274,000			274,000
Carolinas 4 MHP LLC (Asheboro) (1)(2)	9/1/2032		4.870	%		60		1,374,000			1,374,000
Carolinas 4 MHP LLC (Morganton) (1)(2)	9/1/2032		4.870	%		60		1,352,000			1,352,000
Sunnyland MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,057,000			1,057,000
Warrenville MHP LLC(1)	3/10/2027		5.590	%		36		1,218,870			1,218,870
Spaulding MHP LLC	7/22/2043	WSJ Prime + 1%				12		1,600,000			1,600,000
Solid Rock MHP LLC	6/30/2032		5.000	%		12		925,000			925,000
Red Fox MHP LLC	8/1/2032		5.250	%		24		2,250,000			2,250,000
Statesville MHP LLC – land(1)	9/13/2025	SOFR + 2.35%				36		1,519,925			1,519,925
Timberview MHP LLC – land(1)	9/13/2025	SOFR + 2.35%				36		1,418,075			1,418,075
Northview MHP LLC - land (Seller Finance)	9/15/2027		6.000	%		60		792,654			792,654
Statesville, Northview, Timberview MHP LLC - homes (Seller Finance)	9/15/2027		6.000	%		60		407,345			407,345
Glynn Acres MHP LLC	11/1/2042		6.000	%		—		886,189			898,052
Wake Forest MHP LLC (Cooley’s Country road)(1)	12/10/2027		7.390	%		36		3,038,914			3,038,914
Mobile Cottage MHP LLC	12/20/2027		5.000	%		30		400,000			400,000
Gvest Finance LLC (B&D homes)	5/1/2024		5.000	%		—		597,920			614,809
Gvest Finance LLC (Golden Isles homes)	3/31/2031		4.000	%		120		684,220			684,220
Warrenville Gvest Homes LLC(1)	3/10/2027		5.590	%		36		1,221,130			1,221,130
Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home)(1)	12/10/2027		7.390	%		36		561,086			561,086
Merritt Place MHP LLC	1/27/2024	WSJ Prime + 1%				12		1,680,000			—
Country Aire MHP LLC(1)	9/13/2025	SOFR + 2.35%				36		3,500,000			—
Palm Shadows MHP LLC(4)	4/12/2033		7.030	%		12		5,930,000			—
Total Notes Payable							$	90,631,328		$	79,550,080
Discount Direct Lender Fees								(3,873,258	)		(3,666,214	)
Total Net of Discount							$	86,758,070		$	75,883,866

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

As of March 31, 2023 and December 31, 2022, the outstanding principal balance on all third-party promissory notes was $84,714,126 and $79,550,080, respectively. The following are the terms of these notes:

	Maturity Date	Interest Rate			Interest Only Period (Months)		Balance March 31, 2023			Balance December 31, 2022
Pecan Grove MHP LLC(1)(2)	9/1/2032		4.870	%		60	$	4,489,000		$	4,489,000
Azalea MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,830,000			1,830,000
Holly Faye MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,608,000			1,608,000
Chatham MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,263,000			2,263,000
Lakeview MHP LLC(1)(2)	9/1/2032		4.870	%		60		3,229,000			3,229,000
B&D MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,887,000			2,887,000
Hunt Club MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,756,000			2,756,000
Crestview MHP LLC(1)(2)	9/1/2032		4.870	%		60		4,625,000			4,625,000
Maple Hills MHP LLC(1)(2)	9/1/2032		4.870	%		60		2,570,000			2,570,000
Springlake MHP LLC(1)(2)	9/1/2032		4.870	%		60		6,590,000			6,590,000
ARC MHP LLC(1)(2)	9/1/2032		4.870	%		60		3,687,000			3,687,000
Countryside MHP LLC(1)(2)	9/1/2032		4.870	%		60		4,343,000			4,343,000
Evergreen MHP LLC (1)(2)	9/1/2032		4.870	%		60		2,604,000			2,604,000
Golden Isles MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,987,000			1,987,000
Anderson MHP LLC(1)(2)	9/1/2032		4.870	%		60		5,118,000			5,118,000
Capital View MHP LLC(1)(2)	9/1/2032		4.870	%		60		829,000			829,000
Hidden Oaks MHP LLC(1)(2)	9/1/2032		4.870	%		60		764,000			764,000
North Raleigh MHP LLC(1)(2)	9/1/2032		4.870	%		60		5,279,000			5,279,000
Charlotte 3 Park MHP LLC (Dixie) (1)(2)(3)	9/1/2032		4.870	%		60		485,000			485,000
Charlotte 3 Park MHP LLC (Driftwood) (1)(2)	9/1/2032		4.870	%		60		274,000			274,000
Carolinas 4 MHP LLC (Asheboro) (1)(2)	9/1/2032		4.870	%		60		1,374,000			1,374,000
Carolinas 4 MHP LLC (Morganton) (1)(2)	9/1/2032		4.870	%		60		1,352,000			1,352,000
Sunnyland MHP LLC(1)(2)	9/1/2032		4.870	%		60		1,057,000			1,057,000
Warrenville MHP LLC(1)	3/10/2027		5.590	%		36		1,218,870			1,218,870
Spaulding MHP LLC	7/22/2043		WSJ Prime + 1	%		12		1,600,000			1,600,000
Solid Rock MHP LLC	6/30/2032		5.000	%		12		925,000			925,000
Red Fox MHP LLC	8/1/2032		5.250	%		24		2,250,000			2,250,000
Statesville MHP LLC – land(1)	9/13/2025		SOFR + 2.35	%		36		1,519,925			1,519,925
Timberview MHP LLC – land(1)	9/13/2025		SOFR + 2.35	%		36		1,418,075			1,418,075
Northview MHP LLC - land (Seller Finance)	9/15/2027		6.000	%		60		792,654			792,654
Statesville, Northview, Timberview MHP LLC - homes (Seller Finance)	9/15/2027		6.000	%		60		407,345			407,345
Glynn Acres MHP LLC	11/1/2042		6.000	%		0		892,150			898,052
Wake Forest MHP LLC (Cooley’s Country road)(1)	12/10/2027		7.390	%		36		3,038,914			3,038,914
Mobile Cottage MHP LLC	12/20/2027		5.000	%		30		400,000			400,000
Gvest Finance LLC (B&D homes)	5/1/2024		5.000	%		-		604,757			614,809
Gvest Finance LLC (Golden Isles homes)	3/31/2031		4.000	%		120		684,220			684,220
Warrenville Gvest Homes LLC(1)	3/10/2027		5.590	%		36		1,221,130			1,221,130
Gvest Wake Forest 2 Homes LLC (Cooley’s, Country Road home)(1)	12/10/2027		7.390	%		36		561,086			561,086
Merritt Place MHP LLC	1/27/2024		WSJ Prime + 1	%		12		1,680,000			-
Country Aire MHP LLC(1)	9/13/2025		SOFR + 2.35	%		36		3,500,000			-
Total Notes Payable							$	84,714,126		$	79,550,080
Discount Direct Lender Fees								(3,772,073	)		(3,666,214	)
Total Net of Discount							$	80,942,053		$	75,883,866

(1) The notes indicated above are subject to certain financial covenants.

F(2) On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-16 three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, promissory note issued to Metrolina Loan Holdings, LLC for $1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

(3) The Company repaid the Charlotte 3 Park MHP LLC note payable of $1,500,000 on March 1, 2022 and recognized refinancing cost expense totaling $15,751. This community was refinanced on April 14, 2022 with a different lender and the Company capitalized $258,023 of debt issuance costs related to the new note.

(4) The Palm Shadows MHP LLC note contains a future earn out funding option, which allows the Company to draw down on an additional $1,420,000 non-revolving straight line of credit within the first 24 months of the term assuming certain debt coverage ratios are achieved. As of June 30, 2023, the Company has not exercised this option.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

(2) On September 1, 2022, the Company, through its wholly owned subsidiaries, entered into twenty-three loan agreements with KeyBank National Association (“KeyBank”) and Fannie Mae for a total principal balance of $62,000,000. The loan proceeds were primarily used to pay off third party notes and line of credit with various other lenders totaling approximately $54,000,000, promissory note issued to Metrolina Loan Holdings, LLC for $1,500,000 and a revolving promissory Note issued to Gvest Real Estates Capital LLC for $2,000,000. KeyBank withheld approximately $4,000,000 in escrow for planned capital projects to improve the financed communities which is included in restricted cash. The Company may prepay the notes in part or in full subject to prepayment penalties if repaid before May 31, 2032, and without penalty if repaid on or subsequent to that date. The loans are secured by the real estate, which predominately excludes mobile homes, and are guaranteed by the Company and Raymond M. Gee. The Company capitalized $2,842,213 of debt issuance costs in connection with this refinancing including a $1,000,000 accrued guaranty fee owed to Raymond M. Gee to be paid at a later date.

Lines of Credit – Variable Interest Entities

Facility	Borrower	Community	~~Maturity Date~~MaturityDate	~~Interest Rate~~InterestRate	~~Maximum Credit Limit~~MaximumCreditLimit		~~Balance~~BalanceJune ~~March 31~~30, 2023			~~Balance~~BalanceDecember ~~December~~ 31, 2022
Occupied Home Facility(1)	Gvest Homes I LLC	ARC, Crestview, Maple, Countryside	01/01/30	8.375%	$	20,000,000	$	3,~~755~~715,~~107~~287		$	2,424,896
Multi-Community Rental Home Facility	Gvest Finance LLC	ARC, Golden Isles, Springlake,	Various (2)	Greater of 3.25% or Prime, + 375 bps	$	5,000,000	$	2,~~490~~458,~~623~~188		$	2,561,380
Multi-Community Floorplan Home Facility	Gvest Finance LLC	Golden Isles, Springlake, Sunnyland, Crestview, Meadowbrook	Various (2)	LIBOR + 6 – 8% based on days outstanding	$	4,000,000	$	1,~~585~~525,~~065~~130		$	1,383,043
Total Lines of Credit - VIEs							$	7,~~830~~698,~~795~~605		$	6,369,319
Discount Direct Lender Fees							$	(~~205~~199,~~877~~737	)	$	(160,372	)
Total Net of Discount							$	7,~~624~~498,~~918~~868		$	6,208,947

(1) During the ~~three~~six months ended ~~March~~June 3130, 2023, Gvest Homes I LLC drew down $1,353,000 related to the Occupied Home Facility.

(2) The maturity date of the of the Multi-Community Floorplan and Rental Line of Credit will vary based on each statement of financial transaction, a report identifying the funded homes and the applicable financial terms.

The agreements for each of the above line of credit facilities require the maintenance of certain financial ratios or other affirmative and negative covenants. All the above line of credit facilities are guaranteed by Raymond M. Gee.

F-17

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Metrolina Promissory Note

On October 22, 2021, the Company issued a promissory note to Metrolina Loan Holdings, LLC, a significant stockholder, in the principal amount of $1,500,000. On September 2, 2022, the Company repaid the full outstanding balance of the loan with proceeds from the KeyBank portfolio refinance. The note bore interest at a rate of 18% per annum and was set to mature on April 1, 2023. The note was guaranteed by Raymond M. Gee. As of ~~March~~June 3130, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three and six months ended ~~March~~June 3130, 2022, interest expense recognized was $6667,~~575~~315 and $133,890, respectively.

Gvest Revolving Promissory Note

On December 27, 2021, the Company issued a revolving promissory note to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, pursuant to which the Company may borrow up to $12,~~500~~000,000 on a revolving basis for working capital or acquisition purposes. On September 9, 2022, the Company paid off the full balance with proceeds from the KeyBank portfolio refinance. This note had a five-year term and was interest-only based on a 15% annual rate through the maturity date and was unsecured. As of ~~March~~June 3130, 2023 and December 31, 2022, there was no outstanding balance on this note. During the three and six months ended ~~March~~June 3130, 2022, interest expense recognized was $1413,~~718~~657 and $28,375, respectively.

NAV Real Estate LLC Promissory Note

On June 29, 2022, the Company issued a revolving promissory note to NAV RE, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse, pursuant to which the Company may borrow up to $2,000,000 on a revolving basis for working capital or acquisition purposes. On the same date, the Company borrowed $2,000,000. As of ~~March~~June 3130, 2023 and December 31, 2022, the outstanding principal balance on this note was $2,000,000. This note has a five-year term and is interest-only based on a 15% annual rate through the maturity date and is unsecured. During the three and six months ended ~~March~~June 3130, 2023 ~~and 2022~~, interest expense ~~totaled~~recognized was $7576,~~000~~667 and $151,667, respectively.

Maturities of Long-Term Obligations for Five Years and Beyond

The minimum annual principal payments of notes payable, related party debt and lines of credit at ~~March~~June 3130, 2023 by fiscal year were:

2023 (remainder)	$	~~351~~381,~~666~~642
2024	$	3,~~877~~365,~~634~~524
2025	$	7,~~117~~335,~~026~~633
2026	$	~~523~~755,~~354~~661
2027	$	10,~~251~~498,~~778~~794
Thereafter	$	7277,~~423~~992,~~463~~679
Total minimum principal payments	$	94100,~~544~~329,~~921~~933

NOTE 6 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition, or operating results.

~~F-18~~ 15

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~JUNE 30, 2023 AND 2022

(UNAUDITED)

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.01 par value.

Series A Cumulative Convertible Preferred Stock

On May 8, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 4,000,000 shares of its preferred stock as Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series B Preferred Stock, Series C Preferred Stock and Series CD Preferred Stock (as defined below). The terms of the Series A Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series A Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series A Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series A Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.017 per share each month, which is equivalent to the rate of 8% of the $2.50 liquidation preference per share. Dividends on shares of Series A Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company paid dividends of $91182,~~633~~ 933 and $94188,600, respectively. Due to timing of payments, accrued dividends of $2,300 and $0 are presented in accrued liabilities on the balance sheet as of June 30, 2023 and 2022, respectively.

Liquidation Preference. The liquidation preference for each share of Series A Preferred Stock is $2.50. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series A Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series B Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Stockholder Optional Conversion. Each share of Series A Preferred Stock is convertible, at any time and from time to time, at the option of the holder thereof and without the payment of additional consideration, into that number of shares of Common Stock determined by dividing the liquidation preference of such share by the conversion price then in effect. The conversion price is initially equal $2.50, subject to adjustment as set forth in the certificate of designation. In addition, if at any time the trading price of the Common Stock is greater than the liquidation preference of $2.50, the Company may deliver a written notice to all holders to cause each holder to convert all or part of such holders’ Series A Preferred Stock.

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series A Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series A Preferred Stock at a call price equal to $3.75, or 150% of the original issue price of the Series A Preferred Stock, and correspondingly, each holder of shares of Series A Preferred Stock shall have a right to put the shares of Series A Preferred Stock held by such holder back to the Company at a put price equal to $3.75, or 150% of the original issue purchase price of such shares. During the ~~three~~ six months ended ~~March~~June 3130, 2023 and 2022, the Company recorded a put option value accretion of $~~114~~228,~~125~~ 250 and $~~117~~235,~~871~~746, respectively.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series A Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series A Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the outstanding shares of Series A Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series A Preferred Stock do not have any voting rights.

As of ~~March~~June 3130, 2023 and December 31, 2022, there were 1,826,000 shares of Series A Preferred Stock issued and outstanding. As of ~~March~~June 3130, 2023, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,565,000 and accretion of put options totaling $1,~~657~~771,~~041~~166. As of December 31, 2022, the Series A Preferred Stock balance was made up of Series A Preferred Stock totaling $4,565,000 and accretion of put options totaling $1,542,916.

F-19

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Series B Cumulative Redeemable Preferred Stock

On December 2, 2019, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 1,000,000 shares of its preferred stock as Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The Series B Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions:

Ranking. The Series B Preferred Stock rank, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock, Series C Preferred Stock and Series CD Preferred Stock. The terms of the Series B Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series B Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Dividend Rate and Payment Dates. Dividends on the Series B Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends in the amount of $0.067 per share each month, which is equivalent to the annual rate of 8% of the $10.00 liquidation preference per share; provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to $0.083 per month, which is equivalent to the annual rate of 10% of the $10.00 liquidation preference per share. During the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company paid dividends of $~~149~~299,~~665~~ 330 and $~~151~~303,~~785~~570, respectively.

Liquidation Preference. The liquidation preference for each share of Series B Preferred Stock is $10.00. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series B Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series C Preferred Stock, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (whether or not declared) to, but not including, the date of payment with respect to such shares.

Company Call and Stockholder Put Options. Commencing on the fifth anniversary of the initial issuance of shares of Series B Preferred Stock and continuing indefinitely thereafter, the Company will have a right to call for redemption the outstanding shares of Series B Preferred Stock at a call price equal to $15.00, or 150% of the original issue price of the Series B Preferred Stock, and correspondingly, each holder of shares of Series B Preferred Stock shall have a right to put the shares of Series B Preferred Stock held by such holder back to the Company at a put price equal to $15.00, or 150% of the original issue purchase price of such shares. The Company recorded a put option value accretion of $~~181~~363,~~604~~208 and $~~184~~368,~~254~~508 during the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022.

Voting Rights. The Company may not authorize or issue any class or series of equity securities ranking senior to the Series B Preferred Stock as to dividends or distributions upon liquidation (including securities convertible into or exchangeable for any such senior securities) or amend the Company’s articles of incorporation (whether by merger, consolidation, or otherwise) to materially and adversely change the terms of the Series B Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of outstanding shares of Series B Preferred Stock, voting together as a class. Otherwise, holders of the shares of Series B Preferred Stock do not have any voting rights.16

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

F-20

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

AsVoting ofRights. ~~March 31,~~The ~~2023,~~Company ~~there~~may ~~were 747,951 shares~~not ofauthorize ~~Series~~or Bissue ~~Preferred~~any ~~Stock~~class ~~issued~~or ~~and~~series ~~outstanding~~of ~~and~~equity securities ranking senior to the Series B Preferred Stock ~~balance was~~as ~~made~~to updividends ofor ~~Series~~distributions Bupon ~~Preferred~~liquidation ~~Stock,~~(including ~~net~~securities ofconvertible ~~commissions,~~into ~~totaling~~or ~~$7,079,716 and~~exchangeable ~~accretion~~for ofany ~~put~~such ~~options~~senior ~~totaling~~securities) ~~$2,224,106. As~~or amend the Company’s articles of ~~December~~incorporation 31(whether by merger, ~~2022~~consolidation, ~~there~~or ~~were 747,951 shares~~otherwise) to materially and adversely change the terms of the Series B Preferred Stock ~~issued~~without ~~and~~the ~~outstanding~~affirmative ~~and~~vote of at least two-thirds of the ~~Series~~votes Bentitled ~~Preferred Stock~~to ~~balance~~be ~~was~~cast ~~made~~on upsuch matter by holders of outstanding shares of Series B Preferred Stock, ~~net~~voting oftogether ~~commissions,~~as ~~totaling~~a $7class. Otherwise,~~079,716 and~~ ~~accretion~~holders of ~~put~~the ~~options~~shares ~~totaling $2,042,502~~of Series B Preferred Stock do not have any voting rights.

No Conversion Right. The Series B Preferred Stock is not convertible into shares of Common Stock.

As of June 30, 2023, there were 747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,079,716 and accretion of put options totaling $2,405,710. As of December 31, 2022, there were 747,951 shares of Series B Preferred Stock issued and outstanding and the Series B Preferred Stock balance was made up of Series B Preferred Stock, net of commissions, totaling $7,079,716 and accretion of put options totaling $2,042,502.

Series C Cumulative Redeemable Preferred Stock

On May 24, 2021, the Company filed an amended and restated certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 47,000 shares of its preferred stock as Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

Ranking. The Series C Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to Common Stock and pari passu with Series A Preferred Stock, Series B Preferred Stock and Series BD Preferred Stock. The terms of the Series C Preferred Stock do not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series C Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Stated Value. Each share of Series C Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series C Preferred Stock.

Dividend Rate and Payment Dates. Dividends on the Series C Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series C Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 7% of the stated value (or $5.83 per share each month based on the initial stated value). Dividends on each share begin accruing on, and are cumulative from, the date of issuance and regardless of whether the board of directors declares and pays such dividends. Dividends on shares of Series C Preferred Stock will continue to accrue even if any of the Company’s agreements prohibit the current payment of dividends or the Company does not have earnings. During the ~~three~~six months ended ~~March~~June 3130, 2023 and 2022, the Company paid dividends of $~~373~~815,~~773~~600 and $275,137, respectively. Due to timing of payments, accrued dividends of $~~157~~186,~~974~~101 is and $55,785 are presented in accrued liabilities on the balance sheet as of ~~March~~June 3130, 2023 and 2022, respectively.

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series C Preferred Stock are entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock and Series B Preferred Stock, a liquidation preference equal to the stated value per share, plus accrued but unpaid dividends thereon.

F-21

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023 AND 2022

(UNAUDITED)

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series C Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions will be limited to four percent (4%) of the total outstanding Series C Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be:

•

● 11% if the redemption is requested on or before the first anniversary of the original issuance of such shares;

•

● 8% if the redemption is requested after the first anniversary and on or before the second anniversary of the original issuance of such shares;

•

● 5% if the redemption is requested after the second anniversary and on or before the third anniversary of the original issuance of such shares; and

•

● after the third anniversary of the date of original issuance of shares to be redeemed, no redemption fee shall be subtracted from the redemption price.

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series C Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon; provided, however, that if the Company redeems any shares of Series C Preferred Stock prior to the fourth (4th) anniversary of their issuance, then the redemption price shall include a premium equal to ten percent (10%) of the stated value.

Mandatory Redemption by the Company. The Company must redeem the outstanding shares of Series C Preferred Stock on the fourth (4th) anniversary of their issuance at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

Voting Rights. The Series C Preferred Stock has no voting rights.

No Conversion Right. The Series C Preferred Stock is not convertible into shares of Common Stock.

In accordance with ASC 480-10, the Series C Preferred Stock is treated as a liability and is presented net of unamortized debt issuance costs on the balance sheet because the Company has an unconditional obligation to redeem the Series C Preferred Stock and dividends on the Preferred C Stock are included in interest expense.

On June 11, 2021, the Company launched a new offering under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”) for Tier 2 offerings, pursuant to which the Company is offering up to 47,000 shares of Series C Preferred Stock at an offering price of $1,000 per share for a maximum offering amount of $47,000,000.

During the ~~three~~ six months ended ~~March~~June 3130, 2023, the Company sold an aggregate of 35,~~875~~505 shares of Series C Preferred Stock for total gross proceeds of $35,~~874~~504,917 and redeemed an aggregate of $126,500. After deducting a placement fee and broker dealer commissions, the Company received net proceeds of $35,~~613~~311,~~371~~188. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $2926,~~326~~691 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

During the three months ended March 31, 2022, the Company sold an aggregate of 4,293 shares of Series C Preferred Stock for total gross proceeds of $4,289,444. After deducting a placement fee and other expenses, the Company received net proceeds of $4,004,110. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $9,997 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.17

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023 AND 2022

(UNAUDITED)

During the six months ended June 30, 2022, the Company sold an aggregate of 6,303 shares of Series C Preferred Stock for total gross proceeds of $6,297,617. After deducting a placement fee and other expenses, the Company received net proceeds of $5,877,935. In addition to the placement fee and broker dealer commissions, the Company capitalized an additional $18,383 of other issuance costs associated with the offering which, net of amortization expense, offset with the net proceeds on the balance sheet.

As of June 30, 2023 there were 27,089 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $27,088,919 net of total unamortized debt issuance costs of $1,600,544.

As of December 31, 2022 there were 21,584 shares of Series C Preferred Stock issued and outstanding and the Series C Preferred Stock balance was made up of Series C Preferred Stock gross proceeds totaling $21,584,002 net of total unamortized debt issuance costs of $1,406,815.

~~F-22~~ Series D Cumulative Redeemable Preferred Stock

On April 10, 2023, the Company filed a certificate of designation with the Nevada Secretary of State pursuant to which the Company designated 75,000 shares of its preferred stock as Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”). The Series D Preferred Stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations, or restrictions:

Ranking. The Series D Preferred Stock ranks, as to dividend rights and rights upon liquidation, dissolution, or winding up, senior to the Common Stock and pari passu with the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. The terms of the Series D Preferred Stock will not limit the Company’s ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or junior in rank to the shares of Series D Preferred Stock as to distribution rights and rights upon liquidation, dissolution or winding up.

Stated Value. Each share of Series D Preferred Stock has an initial stated value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series D Preferred Stock.

Dividend Rate and Payment Dates. Dividends on the Series D Preferred Stock are cumulative and payable monthly in arrears to all holders of record on the applicable record date. Holders of Series D Preferred Stock are entitled to receive cumulative monthly cash dividends at a per annum rate of 9.5% of the stated value (or $7.81 per share each month based on the initial stated value); provided that upon an event of default (generally defined as the Company’s failure to pay dividends when due or to redeem shares when requested by a holder), such amount shall be increased to 10.5% of the stated value (or $8.63 per month based on the initial stated value). During the six months ended June 30, 2023, the Company paid dividends of $1,132.

Exit Premium. Holders of Series D Preferred Stock are entitled to receive upon redemption or repurchase, or upon a liquidation, dissolution or winding up of the Company, a premium equal to 1% of the stated value per share, accruing upon each anniversary of issuance for the first five years from issuance and shall be payable to the recordholder of such stock at the time of redemption, repurchase, liquidation, dissolution or winding up of the Company (the “Exit Premium”).

Liquidation Preference. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred Stock will be entitled to receive, before any payment or distribution is made to the holders of Common Stock and on a pari passu basis with holders of Series A Preferred Stock, Series B Stock and Series C Preferred Stock, a liquidation preference equal to the stated value per share, plus any accrued but unpaid dividends and the Exit Premium.

Redemption Request at the Option of a Holder. Once per calendar quarter, a holder will have the opportunity to request that the Company redeem that holder’s Series D Preferred Stock. The board of directors may, however, suspend cash redemptions at any time in its discretion if it determines that it would not be in the best interests of the Company to effectuate cash redemptions at a given time because the Company does not have sufficient cash, including because the board believes that the Company’s cash on hand should be utilized for other business purposes. Redemptions occurring prior to the fifth (5th) anniversary from the date of issuance will be limited to five percent (5%) of the total outstanding Series D Preferred Stock per quarter and any redemptions in excess of such limit or to the extent suspended, shall be redeemed in subsequent quarters on a first come, first served, basis. The Company will redeem shares at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon and the Exit Premium, less the applicable redemption fee (if any) specified below:

(i)

10% discount to stated value on shares redeemed on or before the first anniversary of the original issuance date of the shares;

(ii)

10% discount to stated value on shares redeemed after the first anniversary and on or before the second anniversary of the original issuance date of the shares;

(iii)

8% discount to stated value on shares redeemed after the second anniversary and on or before the third anniversary of the original issuance date of the shares;

(iv)

6% discount to stated value on shares redeemed after the third anniversary and on or before the fourth anniversary of the original issuance date;

(v)

4% discount to stated value on shares redeemed after the fourth anniversary and on or before the fifth anniversary of the original issuance date; and

(vi)

0% discount to stated value on shares redeemed after the fifth anniversary of the original issuance date.

Optional Redemption by the Company. The Company has the right (but not the obligation) to redeem shares of Series D Preferred Stock at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon and the Exit Premium.

Optional Repurchase Upon Death or Total Disability of a Holder. Within sixty (60) days of the death or Total Permanent Disability (as defined in the certificate of designation) of a holder, the holder or the estate of such holder (in the event of death) may request that the Company repurchase, in whole but not in part, without penalty, the Series D Preferred Stock held by such holder at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon.

Voting Rights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of stockholders (other than as required by law). However, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then issued and outstanding Series D Preferred Stock: (i) amend or waive any provision of the certificate of designation or otherwise take any action that modifies any powers, rights, preferences, privileges or restrictions of the Series D Preferred Stock (other than an amendment solely for the purpose of changing the number of shares of Series D Preferred Stock designated for issuance as provided in the certificate of designation); (ii) authorize, create or issue shares of any class of stock having rights, preferences or privileges as to dividends or distributions upon a liquidation that are superior to the Series D Preferred Stock; or (iii) amend the Company’s articles of incorporation in a manner that adversely and materially affects the rights of the Series D Preferred Stock.

No Conversion Right. The Series D Preferred Stock is not convertible into shares of Common Stock.

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

As of June 30, 2023, there were 738 shares of Series D Preferred Stock issued and outstanding and the Series D Preferred Stock balance was made up of Series D Preferred Stock, net of commissions, totaling $654,359 and accretion of put options totaling $307.

During the six months ended June 30, 2023, the Company sold an aggregate of 738 shares of Series D Preferred Stock for total gross proceeds of $737,635. After deducting a placement fee and other expenses, the Company received net proceeds of $654,359.

Common Stock

The Company is authorized to issue up to 200,000,000 shares of Common Stock, par value $0.01 per share. As of ~~March~~June 3130, 2023 and December 31, 2022, there were 12,493,012 shares of Common Stock issued and outstanding.

No shares of Common Stock were issued ~~upon employee exercise~~ during the ~~three~~six months ended ~~March~~June 3130, 2023. and 2022.

Equity Incentive Plan

In December 2017, the Board of Directors, with the approval of a majority of the stockholders of the Company, adopted the Manufactured Housing Properties Inc. Stock Compensation Plan (the “Plan”) which is administered by the Compensation Committee. As of ~~March~~June 3130, 2023, there were 588,842 shares granted and 411,158 shares remaining available under the Plan. The Company has issued options to directors, officers, and employees under the Plan.

During the ~~three~~ six months ended ~~March~~June 3130, 2023 and 2022, the Company issued 50,000 and 45 145,000 options and recorded stock option expense of $~~109~~226,~~975~~ 333 and $4977,~~760~~822, respectively. The aggregate fair value of the options issued during the ~~three~~six months ended ~~March~~June 3130, 2023 was $65,817. The vesting schedule for 50,000 options issued to an officer in January 2023 is as follows: one third vests after ~~two~~one ~~years~~year, and two thirds vest in equal installments over the succeeding two-year period. With the exception of 50,000 options issued in January 2023 and an additional 50,000 options issued in December 2022, all options were granted at a price of $0.01 per share, which represents a price that may be deemed to be below the market value per share of the Company’s common stock as defined by the Plan.

The following table summarizes the stock options outstanding as of ~~March~~June 3130, 2023:

	Number of options		Weighted average exercise price (per share)		Weighted average remaining contractual term (in years)
Outstanding at December 31, 2022		538,842	$	0.0601		6.86
Granted		50,000		1.32		9.96
Exercised		-—		-—		-—
Forfeited / cancelled / expired		-—		-—		-—
Outstanding at March 31, 2023		588,842	$	0.16		6.9
Outstanding at June 30, 2023		588,842	$	0.16		6.6
Exercisable at March 31, 2023		390,509	$	0.03		5.6
Exercisable at June 30, 2023		423,842		0.03		5.6

As of ~~March~~June 3130, 2023, there were 538,842 “in-the-money” options with an aggregate intrinsic value of $508,954. The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price at fiscal year-end and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all options holders exercised their options on ~~March~~June 3130, 2023.

~~F-23~~ The following table summarizes information concerning options outstanding as of June 30, 2023.


Strike Price Range ($)			Outstanding stock options		Weighted average remaining contractual term (in years)		Weighted average outstanding strike price		Vested stock options		Weighted average vested strike price
$		1.32		50,000		9.6	$	1.32		-	$	-
$		0.01		288,675		4.9	$	0.01		288,675	$	0.01
$		0.01		13,500		7.0	$	0.01		13,500	$	0.01
$		0.01		50,000		8.0	$	0.01		50,000	$	0.01
$	0.01 – 0.50			186,667		8.5	$	0.14		71,667	$	0.12

The table below presents the weighted average expected life in years of options granted under the Plan as described above. The risk-free rate of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds with the expected term of the option granted.

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.


Stock option assumptions	June 30, 2023			June 30, 2022
Risk-free interest rate	1.40-3.98%			1.55-1.76%
Expected dividend yield		0.00	%		0.00	%
Expected volatility	223.05-249.77%			245.51%
Expected life of options (in years)	6.5-7			6.5

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

The following table summarizes information concerning options outstanding as of March 31, 2023.

Strike Price Range ($)		Outstanding stock options		Weighted average remaining contractual term (in years)		Weighted average outstanding strike price		Vested stock options		Weighted average vested strike price
$	1.32		50,000		9.9	$	1.32		-	$	-
$	0.01		288,675		4.9	$	0.01		288,675	$	0.01
$	0.01		13,500		7.0	$	0.01		13,500	$	0.01
$	0.01		50,000		8.0	$	0.01		50,000	$	0.01
$	0.01 - 0.50		186,667		8.8	$	0.14		38,334	$	0.22

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions for grants made during the periods indicated.

Stock option assumptions	March 31, 2023			March 31, 2022
Risk-free interest rate		1.40-3.98	%		1.55-1.76	%
Expected dividend yield		0.00	%		0.00	%
Expected volatility		223.05-249.77	%		245.51	%
Expected life of options (in years)		6.5-7			6.5

NOTE 8 – RELATED PARTY TRANSACTIONS

See Note 5 for information regarding the revolving promissory note issued to Gvest Real Estate Capital, LLC, an entity whose sole owner is Raymond M. Gee, the Company’s chairman and chief executive officer, and the revolving promissory note issued to NAV Real Estate, LLC, an entity whose owners are Adam Martin, the Company’s chief investment officer, and his spouse.

In August 2019, the Company entered into an office lease agreement with 136 Main Street LLC, an entity whose sole owner is Gvest Real Estate LLC, whose sole owner is Mr. Gee, for the lease of the Company’s offices. The lease is $12,000 per month and is on a month-to-month term. During the six months ended June 30, 2023 and 2022, the Company paid $72,000 of rent expense to 136 Main Street LLC. During the three months ended ~~March~~June 3130, 2023 and 2022, the Company paid $36,000 of rent expense to 136 Main Street LLC.

On September 1, 2022, the Company entered into a consulting agreement with Gvest Real Estate Capital, LLC for development consulting and management services related to several upcoming mobile home community development projects at the Sunnyland and Raeford properties and assistance with major capital improvement projects at existing communities. The consulting agreement is $8,000 per month and is on a month-to-month term. During the six months ended June 30, 2023, the Company paid $48,000 for development consulting services to Gvest Real Estate Capital LLC. During the three months ended ~~March~~June 3130, 2023, the Company paid $824,000 for development consulting services to Gvest Real Estate Capital LLC.

On April 1, 2022, the Company entered into an agreement with Gvest Capital LLC, an entity whose sole owner is Raymond M. Gee, and its employee Michael P. Kelly, a significant beneficial stockholder, whereby the Company pays a fee per completed acquisition and a monthly retainer fee to Mr. Kelly for legal services in connection with acquisitions and other operating matters. During the three and ~~three~~six months ended ~~March~~June 3130, 2023, the company paid Mr. Kelly $2520,000 and $45,000, respectively. During the three and six months ended June 30, 2022, the company paid Mr. Kelly $35,000.

During the ~~three~~six months ended ~~March~~June 3130, 2023, Raymond M. Gee received fees totaling $245,000 for his personal guaranty on certain promissory notes relating to the acquisition and refinancing of mobile home communities owned by the Company, in relation to the Merritt Place MHP and County Aire MHP acquisitions paid at closing. The Company also accrued a $245,000 guaranty fee owed to Raymond M. Gee, in relation to the Palm Shadows MHP acquisition to be paid at a later date which is still outstanding and unpaid as of June 30, 2023. During the ~~three~~six months ended ~~March~~June 3130, 2022, Raymond M. Gee received fees totaling $~~450~~620,000 for his personal guaranty on certain promissory notes relating to the acquisitions of mobile home communities owned by the Company, including $250,000 in relation to the Asheboro and Morganton acquisitions which were accrued for at December 31, 2021 and paid in January 2022. The Company also accrued a $1,000,000 guaranty fee owed to Raymond M. Gee, during the year ended December 31, 2022 for his personal guaranty of the KeyBank $62,000,000 portfolio refinance made up of several loans to be paid at a later date which is still outstanding and unpaid as of ~~March~~June 3130, 2023.

See Note 2 for information regarding related party VIEs.

~~F-24~~ 20

MANUFACTURED HOUSING PROPERTIES INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2023 AND 2022

(UNAUDITED)

NOTE 9 – SUBSEQUENT EVENTS

Additional Closings of Regulation A Offering

Subsequent to ~~March~~ 31June 30, 2023, the Company sold an aggregate of ~~1,434~~ 40 shares of Series C Preferred Stock in additional closings of this offering for total gross proceeds of $140,~~433,750~~000. After deducting a placement fee, the Company received net proceeds of approximately $137,~~336,972~~300.

~~New~~Additional Closings of Regulation D Offering

OnSubsequent ~~April~~to 10June 30, 2023, the Company ~~filed~~sold aan ~~certificate~~aggregate of ~~designation~~1,576 ~~with~~shares ~~the Nevada Secretary~~ of ~~State~~Series ~~pursuant~~D toPreferred ~~which~~Stock ~~the~~in ~~Company~~additional ~~designated 75,000 shares~~ closings of ~~its~~this ~~preferred~~offering ~~stock~~for astotal ~~Series~~gross Dproceeds ~~Cumulative~~of ~~Redeemable Preferred Stock~~$1,576,000. ~~The~~ ~~Company~~After ~~filed~~deducting ~~this~~a ~~designation~~placement infee, ~~anticipation of~~ the ~~launching~~ ofCompany areceived ~~new~~net ~~offering~~proceeds ~~under Regulation D~~ of ~~the~~approximately ~~Securities Act~~$1,434,840.

~~Palm Shadows Acquisition~~21

OnITEM ~~March~~2. ~~28, 2023, MHP Pursuits assigned its rights and obligations in the Palm Shadows Purchase Agreement to the Company~~MANAGEMENT’sS ~~newly~~DISCUSSION ~~formed~~AND ~~wholly~~ANALYSIS ~~owned~~OF ~~subsidiary~~FINANCIAL ~~Palm~~CONDITION ~~Shadows~~AND ~~MHP~~RESULTS ~~LLC, a~~OF ~~Texas limited liability company (“Palm Shadows MHP”) (the “Palm Shadows Assignment”)~~OPERATIONS. On April 14, 2023, closing of the Palm Shadows Purchase Agreement was completed and Palm Shadows MHP purchased the land, land improvement, and buildings for a total purchase price of $10,500,000. The Palm Shadows Purchase Agreement also contains additional covenants, representations, and warranties that are customary of real estate purchase and sale agreements.

InUse ~~connection with the closing~~ of the Palm Shadows Property, on April 12, 2022, Palm Shadows MHP entered into a loan agreement (the “Palm Shadows Loan Agreement”) with Five Star Bank for a loan in the principal amount of $7,350,000 and issued a promissory note to the lender for the same amount (the “Palm Shadows Note”).Terms

~~The~~Except ~~loan~~as isotherwise ~~interest~~indicated ~~only~~by ~~for~~ the ~~first~~context ~~twelve months.~~and ~~Interest~~for on the ~~disbursed~~purposes ~~and unpaid principal balance accrues at a rate~~ of ~~7.030%~~this ~~per~~report ~~annum for the first sixty months~~only, ~~and~~references ~~for the~~in ~~remainder~~this ofreport ~~the~~to ~~term~~“we,” ~~interest~~“our” ~~on the disbursed~~ and ~~unpaid principal balance accrues based on~~ the ~~Daily~~“Company” ~~Treasury~~refer ~~Yield~~to ~~Curve~~Manufactured onHousing ~~United States~~Properties ~~Treasury Securities plus a margin of 3~~Inc.~~00% per annum adjusted for minimum and maximum rate limitations on the loan~~, ~~resulting in an initial rate of $7.03%. Interest is calculated on the basis of~~ a ~~360-day~~Nevada ~~year and the actual number of calendar days elapsed. Interest-only payments will begin on May 12~~corporation, ~~2023~~ and ~~continue~~its ~~monthly~~consolidated ~~until~~subsidiaries ~~May 12, 2024, at which point the monthly payment consisting of principal~~ and variable interest ~~will be $39~~entities,~~982~~ ~~per month until maturity on May 12, 2033. Palm Shadows MHP may prepay the Palm Shadows Note in part~~ or ~~in full at any time if they pay a prepayment fee~~VIEs.

~~The~~Special ~~Palm Shadows~~ Note isRegarding ~~secured~~Forward byLooking a first priority security interest in the Palm Shadows Property pursuant to a deed of trust (the “Palm Shadow Deed”), an assignment of rents (the “Palm Shadows Assignment of Rents”) and is guaranteed by the Company (the “Corporate Guaranty”) and Raymond M. Gee.Statements

~~The~~This ~~Palm~~report ~~Shadows~~contains ~~Loan~~“forward-looking ~~Agreement~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and ~~Palm~~Section ~~Shadows~~21E ~~Note contain~~of ~~customary~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include information relating to future events, future financial ~~and~~performance, ~~other~~strategies, ~~covenants~~expectations, competitive environment, regulation and ~~events~~availability of ~~default~~resources. These forward-looking statements include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for aour ~~loan~~business, financial and operating results and future economic performance; statements of ~~its~~management’s ~~type~~goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

FForward-25 looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

~~ITEM~~Potential 2investors should not place undue reliance on any forward-looking statements. ~~MANAGEMENT’S~~Except ~~DISCUSSION~~as ~~AND~~expressly ~~ANALYSIS~~required OFby ~~FINANCIAL~~the ~~CONDITION~~federal ~~AND~~securities ~~RESULTS~~laws, OFthere ~~OPERATIONS~~is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Potential investors should not make an investment decision based solely on our projections, estimates or expectations.

~~Use~~The specific discussions herein about our company include financial projections and future estimates and expectations about our company’s business. The projections, estimates and expectations are presented in this report only as a guide about future possibilities and do not represent actual amounts or assured events. All the projections and estimates are based exclusively on our management’s own assessment of ~~Terms~~our business, the industry in which we operate and the economy at large and other operational factors, including capital resources and liquidity, financial condition, fulfillment of contracts and opportunities. The actual results may differ significantly from the projections.

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “our” and the “Company” refer to Manufactured Housing Properties Inc., a Nevada corporation, and its consolidated subsidiaries and variable interest entities, or VIEs.Overview

~~Special~~We ~~Note~~are ~~Regarding Forward~~a ~~Looking~~self-administered, ~~Statements~~self-managed, vertically integrated owner and operator of manufactured housing communities. We earn income from leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities.

~~This~~As ~~report contains “forward-looking statements” within the meaning~~ of ~~Section~~June ~~27A~~30, ~~of the Securities Act of 1933~~2023, aswe ~~amended~~owned ~~(the “Securities Act”),~~ and ~~Section~~ ~~21E~~operated of58 ~~the~~manufactured ~~Securities~~housing ~~Exchange~~communities ~~Act~~containing ofapproximately ~~1934~~3,125 asdeveloped ~~amended~~sites ~~(the~~and ~~“Exchange Act”)~~1,410 ~~which include information relating to future events~~company-owned, ~~future~~manufactured ~~financial performance, strategies, expectations, competitive environment, regulation and availability of resources~~homes. ~~These~~ ~~forward-looking~~Our ~~statements~~communities include, without limitation: statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; statements regarding our financing plans or growth strategies; statements concerning litigation or other matters; and other similar expressions concerning matters that are ~~not~~ ~~historical~~located ~~facts.~~in ~~Words such as “may~~Georgia,” ~~“will,”~~North ~~“should~~Carolina,” ~~“could,”~~South ~~“would~~Carolina,~~” “predicts,”~~ ~~“potential,”~~Tennessee ~~“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes”~~ and ~~“estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements~~Texas.

~~Forward-looking~~As ~~statements should not be read as a guarantee~~ of ~~future~~June ~~performance or results and will not necessarily be accurate indications of the times~~30, ~~or by which~~2023, ~~that~~our ~~performance~~portfolio orof ~~those~~manufactured ~~results~~housing ~~will~~properties beconsisted ~~achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith beliefs as~~ of ~~that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by~~ the ~~forward-looking statements.~~ following:

•

~~Potential~~Pecan ~~investors~~Grove ~~should not~~– ~~place~~an ~~undue~~82 ~~reliance on any forward-looking statements. Except as expressly required by the federal securities laws~~lot, ~~there is no undertaking to publicly update or revise any forward~~all-~~looking~~age ~~statements,~~community ~~whether~~situated ason ~~a result of new information, future events, changed circumstances or any other reason~~10.71 Ifacres weand dolocated ~~update~~in ~~one or more forward-looking statements~~Charlotte, noNorth ~~inference should be drawn that we will make additional updates with respect to those or other forward-looking statements~~Carolina. ~~Potential investors should not make an investment decision based solely on our projections, estimates or expectations.~~

•

~~The~~Azalea ~~specific~~Hills ~~discussions herein~~– ~~about~~a ~~our~~39 ~~company include financial projections and future estimates and expectations about our company’s business. The projections~~lot, ~~estimates~~ ~~and~~all-age ~~expectations~~community ~~are~~situated ~~presented~~on ~~in this report only as a guide about future possibilities and do not represent actual amounts or assured events~~7.46 ~~All~~acres ~~the projections~~ and ~~estimates~~located ~~are based exclusively on our management’s own assessment of our business, the industry~~ in ~~which we operate and the economy at large and other operational factors~~Gastonia, ~~including~~North ~~capital resources and liquidity~~Carolina, ~~financial condition,~~a ~~fulfillment~~suburb of ~~contracts~~Charlotte, ~~and~~North ~~opportunities~~Carolina. ~~The actual results may differ significantly from the projections.~~

•

~~Overview~~Holly Faye – a 35 lot all-age community situated on 8.01 acres and located in Gastonia, North Carolina, a suburb of Charlotte North Carolina.

•

WeLakeview ~~are~~– aan ~~self-administered, self-managed,~~84 ~~vertically~~lot ~~integrated~~all-age ~~owner~~community ~~and~~situated ~~operator~~on ~~of manufactured housing communities~~17.26 Weacres ~~earn~~in ~~income~~Spartanburg, ~~from~~South ~~leasing manufactured home sites to tenants who own their own manufactured home and the rental of company-owned manufactured homes to residents of the communities~~Carolina.

•

2 Chatham Pines – a 49 lot all-age community situated on 23.57 acres and located in Chapel Hill, North Carolina.

•

AsMaple ofHills ~~March~~– ~~31,~~a ~~2023, we~~74 ~~owned~~lot ~~and~~all-age ~~operated~~community 57situated ~~manufactured~~on ~~housing~~21.20 ~~communities~~acres ~~containing~~and ~~approximately~~located ~~2,723~~in ~~developed~~Mills ~~sites~~River, ~~and~~North 1Carolina,~~410~~ ~~company-owned,~~which ~~manufactured homes.~~is ~~Our~~part ~~communities~~of ~~are~~the ~~located in Georgia~~Asheville, North Carolina, ~~South~~Metropolitan ~~Carolina~~Statistical ~~and Tennessee~~Area.

•

AsHunt ofClub ~~March~~Forest ~~31,~~– ~~2023,~~a ~~our~~78 ~~portfolio~~lot ofall-age ~~manufactured housing~~community ~~properties~~situated ~~consisted~~on of13.02 acres and located in the ~~following:~~Columbia, South Carolina metro area.

•

●B&D ~~Pecan Grove~~ – ana 8296 lot, all-age community situated on 1017.7175 acres and located in ~~Charlotte~~Chester, ~~North~~South Carolina.

•

●Crestview ~~Azalea Hills~~ – a 39113 lot, all- age community situated on 717.461 acres and located in ~~Gastonia~~the Asheville, North Carolina, aMetropolitan ~~suburb~~Statistical ~~of Charlotte, North Carolina~~Area.

•

●Springlake ~~Holly Faye~~ – athree ~~35 lot~~ all-age ~~community~~communities with 221 lots situated on 872.017 acres and located in ~~Gastonia,~~Warner ~~North Carolina~~Robins, ~~a suburb of Charlotte North Carolina~~Georgia.

•

●ARC ~~Lakeview~~ – anfive ~~84 lot~~ all-age ~~community~~communities with 180 lots situated on 1739.2634 acres and located in ~~Spartanburg~~Lexington, South Carolina.

•

●Countryside ~~Chatham Pines~~ – a 49110 lot all-age community situated on ~~23.57~~35 acres and located in ~~Chapel Hill~~Lancaster, North Carolina.

•

●Evergreen ~~Maple Hills~~ – a 7465 lot all-age community situated on 2128.204 acres and located in ~~Mills River~~Dandridge, ~~North Carolina, which is part of the Asheville, North Carolina, Metropolitan Statistical Area~~Tennessee.

•

●Golden ~~Hunt~~Isles ~~Club Forest~~ – a 78107 ~~lot~~lots all-age community situated on 1316.0276 acres and located in ~~the Columbia~~Brunswick, South Carolina metro area. ● B&D – a 96 lot all-age community situated on 17.75 acres and located in Chester, South Carolina. ● Crestview – a 113 lot all age community situated on 17.1 acres and located in the Asheville, North Carolina, Metropolitan Statistical Area. ● Springlake – three all-age communities with 221 lots situated on 72.7 acres and located in Warner Robins, Georgia. ● ARC – five all-age communities with 180 lots situated on 39.34 acres and located in Lexington, South Carolina. ● Countryside – a 110 lot all-age community situated on 35 acres and located in Lancaster, North Carolina.

•

● Evergreen – a 65 lot all-age community situated on 28.4 acres and located in Dandridge, Tennessee. ● Golden Isles – a 107 lots all-age community situated on 16.76 acres and located in Brunswick, Georgia. ● Anderson – ten all-age communities with 178 lots situated on 50 acres and located in Anderson, South Carolina. ● Capital View – a 32 lot all-age community situated on 9.84 acres and located in Gaston, South Carolina. ● Hidden Oaks - a 44 lot all-age community situated on 8.96 acres and located in West Columbia, South Carolina. ● North Raleigh – five all-age communities with 138 lots situated on 135 acres and located in Franklin and Granville Counties, North Carolina.

•

3 Capital View – a 32 lot all-age community situated on 9.84 acres and located in Gaston, South Carolina.

•

●Hidden ~~Dixie~~Oaks ~~– a 37 lot all~~-~~age~~ ~~community situated on 3.43 acres and located in Kings Mountain, North Carolina. ● Driftwood –~~ a 2644 lot all-age community situated on 348.9296 acres and located in ~~Charlotte,~~West ~~North Carolina. ● Meadowbrook – a 94 lot all-age community situated on 40.1 acres and located in York~~Columbia, South Carolina. ● Morganton – a 61 lot all-age community situated on 31.29 acres and located in Morganton, North Carolina. ● Asheboro – an 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina. ● Sunnyland – a 72 lot all-age community situated on 18.57 acres and an adjacent parcel of 15 acres of undeveloped land both located in Byron, Georgia. ● Warrenville – two all-age communities with 85 lots situated on 45 acres and located in Warrenville, South Carolina. ● Lake Village (fka Spaulding) – a 73 lot all-age community situated on 17 acres and located in Brunswick, Georgia. ● Solid Rock – a 39 lot all-age community situated on 11 acres and located in Leesville, South Carolina. ● Red Fox – a 52 lot all-age community situated on 9 acres and located in Clyde, North Carolina. ● Statesville – a 44 lot all age community situated on 12.86 acres and located in Statesville, North Carolina. ● Timberview – a 55 lot all age community situated on 50 acres and located in Trinity, North Carolina. ● Glynn Acres – a 21 lot all age community situated on 2.9 acres and located in Brunswick, Georgia. ● Cooley’s (aka Wake Forest 2) – a 44 lot all age community situated on 16 acres and located in Youngsville, North Carolina. ● Country Road (aka Wake Forest 2) – a 72 lot all age community situated on 27 acres and located in Franklinton, North Carolina. ● Mobile Cottage – a 23 lot all age community situated on 13 acres and located in Morganton, North Carolina. ● Merritt Place – a 39 lot all age community situated on 13 acres and located in Morganton, North Carolina. ● Country Aire – a 105 lot all age community situated on 21 acres and located in Simpsonville, South Carolina.

•

~~Manufactured~~North ~~housing~~Raleigh ~~communities are~~– ~~residential~~five ~~developments designed and improved for the placement of detached, single~~all-~~family~~age ~~manufactured~~communities ~~homes~~with ~~that~~138 ~~are~~lots ~~produced~~situated ~~off-site and installed~~ on ~~residential~~135 ~~sites~~acres ~~within~~and ~~the community. The owner of a manufactured home leases the site on which it is~~ located orin ~~the lessee~~Franklin ~~of a manufactured home leases both the home~~ and ~~site~~Granville onCounties, ~~which~~North ~~the home is located~~Carolina.

•

WeDixie ~~believe~~– that manufactured housing is one of the only non-subsidized affordable housing options in the U.S. and that manufactured housing is an economically attractive alternative to traditional single-family and multi-family housing, as it provides a ~~housing~~37 ~~alternative~~lot ~~that has characteristics of single~~all-~~family housing~~age ~~(no~~community ~~shared~~situated ~~walls,~~on ~~dedicated parking and a yard), yet is more attainable than single-family while being competitively priced to multi-family~~3.43 ~~Demand~~acres ~~for housing affordability continues to increase, but supply of manufactured housing remains virtually static, as there are not many new manufactured housing communities being developed,~~ and ~~many~~located ~~are~~in ~~redeveloped~~Kings ~~to less affordable options. We are committed to providing this attainable housing option and an improved level of service to our residents~~Mountain, ~~while~~North ~~producing an attractive and risk adjusted return to our investors~~Carolina.

4 22

•

~~Recent~~Driftwood ~~Developments~~– a 26 lot all-age community situated on 34.92 acres and located in Charlotte, North Carolina.

•

~~Additional Closings~~Meadowbrook of– ~~Regulation~~a A94 ~~Offering~~lot all-age community situated on 40.1 acres and located in York, South Carolina.

•

~~Subsequent~~Morganton ~~to March~~– ~~31,~~a ~~2023,~~61 ~~the~~lot ~~Company~~all-age ~~sold~~community ansituated ~~aggregate~~on ~~of 1,434 shares~~31.29 ofacres ~~Series~~and Clocated ~~Preferred Stock~~ in ~~additional closings of this offering for total gross proceeds of $1~~Morganton,~~433,750.~~ ~~After~~North ~~deducting a placement fee, the Company received net proceeds of approximately $1,336,972~~Carolina.

•

~~Palm~~Asheboro ~~Shadows Acquisition~~– an 84 lot all-age community situated on 45.4 acres and located in Asheboro, North Carolina.

•

OnSunnyland ~~March~~– ~~28, 2023, MHP Pursuits assigned its rights and obligations in the Palm Shadows Purchase Agreement to the Company’s newly formed wholly owned subsidiary Palm Shadows MHP LLC,~~ a ~~Texas~~72 ~~limited~~lot ~~liability~~all-age ~~company~~community ~~(“Palm~~situated ~~Shadows~~on ~~MHP”)~~18.57 ~~(the~~acres ~~“Palm~~and ~~Shadows~~an ~~Assignment”).~~adjacent Onparcel ~~April~~of ~~14,~~15 ~~2023,~~acres ~~closing~~ of ~~the~~undeveloped ~~Palm Shadows Purchase Agreement was completed and Palm Shadows MHP purchased the~~ land, ~~land~~both ~~improvement,~~located ~~and~~in ~~buildings. The Palm Shadows Purchase Agreement also contains additional covenants~~Byron, ~~representations, and warranties that are customary of real estate purchase and sale agreements~~Georgia.

•

InWarrenville ~~connection~~– ~~with~~two ~~the~~all-age ~~closing~~communities ofwith ~~the~~85 ~~Palm~~lots ~~Shadows Property,~~situated on ~~April~~45 ~~12,~~acres ~~2022,~~and ~~Palm~~located ~~Shadows MHP entered into a loan agreement (the “Palm Shadows Loan Agreement”) with Five Star Bank for a loan~~ in ~~the principal amount of $7~~Warrenville,~~350,000~~ ~~and~~South ~~issued a promissory note to the lender for the same amount (the “Palm Shadows Note”)~~Carolina.

•

~~The~~Lake ~~loan~~Village is(aka ~~interest~~Spaulding) ~~only~~– ~~for the first twelve months. Interest on the disbursed and unpaid principal balance accrues at~~ a ~~rate~~73 oflot ~~7.030%~~all-age ~~per~~community ~~annum~~situated ~~for the first sixty months, and for the remainder of the term, interest~~ on ~~the~~17 ~~disbursed~~acres and ~~unpaid~~located principal balance accrues based on the Daily Treasury Yield Curve on United States Treasury Securities plus a margin of 3.00% per annum adjusted for minimum and maximum rate limitations on the loan, resulting in ~~an initial rate of $7.03%. Interest is calculated on the basis of a 360-day year and the actual number of calendar days elapsed. Interest-only payments will begin on May 12~~Brunswick, ~~2023, and continue monthly until May 12, 2024, at which point the monthly payment consisting of principal and interest will be $39,982 per month until maturity on May 12, 2033~~Georgia. ~~Palm Shadows MHP may prepay the Palm Shadows Note in part or in full at any time if they pay a prepayment fee.~~

•

~~The~~Solid ~~Palm~~Rock ~~Shadows~~– ~~Note is secured by~~ a ~~first~~39 ~~priority security~~lot ~~interest~~all-age incommunity ~~the~~situated ~~Palm~~on ~~Shadows~~11 ~~Property~~acres ~~pursuant~~and tolocated ain ~~deed of trust (the “Palm Shadow Deed”)~~Leesville, anSouth ~~assignment of rents (the “Palm Shadows Assignment of Rents”) and is guaranteed by the Company (the “Corporate Guaranty”) and Raymond M~~Carolina. ~~Gee.~~

•

~~The~~Red ~~Palm~~Fox ~~Shadows~~– ~~Loan~~a ~~Agreement~~52 ~~and~~lot ~~Palm~~all-age ~~Shadows~~community ~~Note contain~~situated ~~customary~~on ~~financial~~9 ~~and~~acres ~~other covenants~~ and ~~events~~located ofin ~~default~~Clyde, ~~for~~North ~~a loan of its type~~Carolina.

•

~~Impact~~Statesville of– ~~Coronavirus Pandemic~~a 44 lot all age community situated on 12.86 acres and located in Statesville, North Carolina.

•

InTimberview ~~December~~– ~~2019,~~ a ~~novel strain~~55 ~~of coronavirus~~lot ~~was~~all ~~reported~~age tocommunity ~~have~~situated ~~surfaced~~on in50 ~~Wuhan,~~acres ~~China. On March 11, 2020, the World Health Organization declared the outbreak a pandemic,~~ and onlocated ~~March 13,~~in ~~2020~~Trinity, ~~the~~North ~~United States declared a national emergency~~Carolina.

•

~~Some~~Glynn ~~states~~Acres ~~and~~– ~~cities,~~a ~~including some~~21 ~~where~~lot ~~the~~all ~~Company’s~~age ~~properties~~community ~~are~~situated ~~located, reacted by instituting quarantines, restrictions~~ on ~~travel,~~2.9 ~~“stay~~acres ~~at home” rules~~ and ~~restrictions~~located onin ~~the types of businesses that may continue to operate and is what capacity~~Brunswick, ~~as well as guidance in response to the pandemic and the need to contain it~~Georgia.

•

~~The rules and restrictions put in place have had a negative impact on the economy and business activity and may adversely impact the ability of the Company~~Cooley’s ~~tenants, many~~ of(aka ~~whom~~Wake ~~may~~Forest be2) ~~restricted~~– ina ~~their~~44 ~~ability~~lot toall ~~work,~~age tocommunity ~~pay~~situated ~~their~~on ~~rent~~16 asacres and when due. Enforcing the Company’s rights as landlord against tenants who fail to pay rent or otherwise do not comply with the terms of their leases may not be possible as many jurisdictions, including those where are properties are located, ~~have established rules and/or regulations preventing us from evicting tenants for certain periods~~ in ~~response to the pandemic. If the Company is unable to enforce its rights as landlords~~Youngsville, ~~our~~ ~~business~~North ~~would be materially affected~~Carolina.

•

~~The~~Country ~~extent~~Road to(aka ~~which~~Wake ~~the pandemic may impact~~Forest ~~the~~2) ~~Company’s~~– ~~results~~a ~~will~~72 ~~depend~~lot onall ~~future~~age ~~developments,~~community ~~which~~situated ~~are~~on ~~highly~~27 ~~uncertain~~acres and ~~cannot~~located bein ~~predicted as of the date of this report~~Franklinton, ~~including~~North ~~new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others~~Carolina. Nevertheless, the pandemic and the current financial, economic and capital markets environment present material uncertainty and risk with respect to the Company’s performance, financial condition, results of operations and cash flows.

•

5 Mobile Cottage – a 23 lot all age community situated on 13 acres and located in Morganton, North Carolina.

•

~~Results~~Merritt ofPlace ~~Operations~~– a 39 lot all age community situated on 13 acres and located in Morganton, North Carolina.

•

~~Comparison~~Country ofAire ~~Three Months~~– ~~Ended~~a ~~March~~105 ~~31,~~lot ~~2023~~all age community situated on 21 acres and ~~2022~~located in Simpsonville, South Carolina.

•

~~The~~Palm ~~following~~Shadows ~~table~~– ~~sets forth~~a ~~key~~402 ~~components~~lot ofall ~~our~~age ~~results~~community ofsituated ~~operations~~on ~~during~~27 ~~the~~acres ~~three months ended March 31, 2023~~ and ~~2022,~~located ~~both~~ in ~~dollars~~Donna, ~~and as a percentage of our revenues~~Texas.

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenue
Rental and related income	$	4,145,189			97.36	%	$	3,040,022			99.51	%
Gross revenues from home sales		112,300			2.64	%		15,000			0.49	%
Total revenues		4,257,489			100.00	%		3,055,022			100.00	%
Community operating expenses
Repair and maintenance		275,529			6.47	%		221,019			7.23	%
Real estate taxes		201,633			4.74	%		180,829			5.92	%
Utilities		306,412			7.20	%		235,895			7.72	%
Insurance		104,059			2.44	%		60,928			1.97	%
General and administrative expense		708,168			16.63	%		376,196			12.31	%
Total community operating expenses		1,595,801			37.48	%		1,074,237			35.16	%
Corporate payroll and overhead		1,571,454			36.91	%		909,078			29.76	%
Depreciation expense		1,023,015			24.03	%		759,704			24.87	%
Interest expense		2,053,455			48.23	%		1,101,693			36.06	%
Cost of home sales		130,806			3.07	%		-			0.00	%
Total expenses		6,374,531			149.73	%		3,844,712			125.85	%
Net loss	$	(2,117,042	)		(49.73	)%	$	(789,690	)		(25.84	)%
Variable interest entity share of net loss		(182,466	)		(4.29	)%		(159,570	)		(5.22	)%
Net income (loss) attributable to our company	$	(1,934,576	)		(45.44	)%	$	(630,120	)		(20.63	)%
Preferred stock dividends and put option value accretion		537,027			12.61	%		548,210			17.94	%
Net loss attributable to common stockholders	$	(2,471,603	)		(58.05	)%	$	(1,178,330	)		(38.57	)%

Manufactured housing communities are residential developments designed and improved for the placement of detached, single-family manufactured homes that are produced off-site and installed on residential sites within the community. The owner of a manufactured home leases the site on which it is located or the lessee of a manufactured home leases both the home and site on which the home is located.

~~Revenues.~~We ~~For~~ believe that manufactured housing is one of the ~~three~~only ~~months~~non-subsidized ~~ended~~affordable ~~March~~housing ~~31,~~options ~~2023,~~in wethe ~~earned~~U.S. ~~total~~and ~~revenues~~that ofmanufactured ~~$4,257,489,~~housing asis ~~compared~~an economically attractive alternative to $3traditional single-family and multi-family housing,~~055,022~~ ~~for~~as ~~the~~it ~~three~~provides ~~months~~a ~~ended~~housing ~~March 31,~~alternative ~~2022,~~that anhas ~~increase~~characteristics of $1single-family housing (no shared walls,~~202~~ dedicated parking and a yard),~~467,~~ oryet ~~39.36%.~~is ~~The~~more ~~increase~~attainable inthan ~~revenues~~single-family ~~between~~while ~~the~~being ~~periods~~competitively ~~was~~priced ~~primarily~~to ~~due~~multi-family. Demand for housing affordability continues to ~~$714~~increase,~~255~~ but supply of ~~rental~~manufactured ~~income from~~housing ~~the~~remains ~~acquisition~~virtually ofstatic, ~~thirteen~~as there are not many new manufactured housing communities onbeing ordeveloped, ~~subsequent~~and many are redeveloped to ~~March~~less ~~31,~~affordable ~~2022~~options. ~~The~~We ~~remaining~~are ~~increase~~committed ~~was~~to ~~due~~providing this attainable housing option and an improved level of service to ~~rental~~ ~~rate~~our ~~increases~~residents, while producing an attractive and risk adjusted return to our investors.

Community Operating Expenses. For the three months ended March 31, 2023, we incurred total community operating expenses of $1,595,801, as compared to $1,074,237 for the three months ended March 31, 2022, an increase of $521,564, or 48.55%. The increase in community operating expenses was primarily due to $341,459 of additional expenses associated with the thirteen properties acquired during and subsequent to March 31, 2022. This includes a $136,615 increase in payroll as we hired additional on-site maintenance staff at several of our new parks to increase efficiencies and decrease contract labor costs, a $36,978 increase in recurring bank service charges related to the KeyBank portfolio refinance agreement the Company entered into on September 1, 2022, a $27,079 increase in repairs and maintenance, a $21,134 increase insurance and a $26,877 increase in utilities. Community operating expenses as a percentage of revenues were 37.48% and 35.16% for the three months ending March 31, 2023 and 2022, respectively.23

6 Recent Developments

~~Corporate~~Additional ~~Payroll~~Closings ~~and Overhead Expenses. For the three months ended March 31, 2023, we incurred corporate payroll and overhead expenses~~ of ~~$1,571,454, as~~Regulation ~~compared~~A to $909,078 for the three months ended March 31, 2022, an increase of $662,376, or 72.86%. This increase was primarily due to increased payroll including corporate salaries and benefits expense of $506,111 due to hiring additional personnel to support our future growth, costs incurred related to a new offering of $36,000 and an increase in stock compensation expense of $60,215 due to issuance of stock options to officers hired to support our growth. Corporate payroll and overhead expenses as a percentage of revenues were 36.91% and 29.76% for the three months ending March 31, 2023, and 2022, respectively.Offering

~~Depreciation~~Subsequent ~~Expense. For~~to ~~the~~June ~~three months ended March 31~~30, 2023, we ~~recorded~~sold ~~depreciation~~an aggregate of ~~our~~40 ~~assets~~shares ~~totaling~~of ~~$1,023,015,~~Series asC ~~compared~~Preferred toStock ~~$759,704~~in ~~for~~additional ~~the three~~closings ~~months~~of ~~ended~~this ~~March~~offering ~~31,~~for ~~2022,~~total angross ~~increase~~proceeds of $~~263~~40,~~311, or 34~~000.~~66%.~~ ~~The~~After ~~increase~~deducting ina ~~depreciation~~placement ~~was driven by $181~~fee,~~725~~ ~~related~~we ~~to the~~received ~~assets~~net inproceeds ~~thirteen manufactured housing communities that were acquired during and subsequent to March 31, 2022. The remaining increase was due to depreciation~~ of ~~capital~~approximately ~~improvement projects completed subsequent to March 31~~$37, ~~2022, such as home renovations and new home installations~~300.

~~Interest~~Additional ~~Expense. For~~Closings ~~the three months ended March 31, 2023, we incurred interest expense~~ of ~~$2,053,455,~~Regulation asD compared to $1,101,693 for the three months ended March 31, 2022, an increase of $951,762, or 86.39%. The increase was primarily due to $347,437 of interest on additional debt incurred to acquire new properties and homes and $80,770 of nine months of interest related to 2022 acquisition debt subsequent to March 31, 2022. In addition, there was a $269,706 increase in dividends paid to series C preferred stockholders, which are included in interest expense given the liability treatment of the mandatorily redeemable Series C Cumulative Redeemable Preferred Stock. Interest Expense as a percentage of revenues were 48.23% and 36.06% for the three months ending March 31, 2023, and 2022, respectively.Offering

~~Net~~Subsequent ~~Loss.~~to ~~The factors~~June ~~described~~30, ~~above~~2023, ~~resulted~~we insold aan ~~net~~aggregate ~~loss~~ of $21,~~117,042,~~576 ~~for~~shares ~~the~~of ~~three~~Series ~~months~~D ~~ended~~Preferred ~~March~~Stock ~~31,~~in ~~2023,~~additional asclosings ~~compared~~of tothis ~~$789,690~~offering for ~~the three~~total ~~months~~gross ~~ended~~proceeds ~~March 31, 2022, a decrease~~ of $1,~~327~~576,~~352, or 168~~000.~~09%,~~ ~~predominately~~After ~~driven~~deducting by a ~~65.80%~~placement ~~increase in total expenses~~fee, ~~which~~ ~~was~~we ~~partially~~received ~~offset~~net byproceeds aof ~~39.36%~~approximately ~~increase in total revenues~~$1,434,840.

~~Liquidity~~Results ~~and~~of ~~Capital Resources~~ Operations

~~Our~~Comparison ~~principal~~of ~~demands~~Three ~~for~~Months ~~cash~~Ended ~~are~~June ~~operating and administrative expenses~~30, ~~dividends~~2023 ~~on our preferred stock, debt service payments, capital expenditures to improve the properties within our portfolio,~~ and ~~community acquisitions.~~2022

~~As of~~The ~~March~~following ~~31,~~table ~~2023,~~sets weforth ~~held~~key ~~cash~~components ~~and cash equivalents~~ of ~~$5,710,926~~our ~~and~~results ~~restricted cash~~ of ~~$5,222,057.~~operations Weduring ~~believe that our current available cash along with anticipated revenues is sufficient to meet our cash needs for~~ the ~~near~~three ~~future. We plan to meet our short-term liquidity requirements for the next twelve~~ months, ~~generally~~ended ~~through~~June ~~available cash~~30, ~~cash~~2023 ~~provided by operating activities,~~ and ~~with funds available to us under the existing two $2~~2022,~~000,000~~ ~~revolving~~both ~~promissory~~in ~~notes~~dollars ~~from~~and ~~our~~as ~~officers, described below. Additionally, we have~~ a ~~number~~ percentage of ~~unencumbered~~our ~~homes which are available to be sold to generate liquidity which became available after KeyBank portfolio refinance in 2022~~revenues.

Proceeds from issuance of Series C Preferred Stock and cash held in escrow with our lenders will fund our capital improvement projects and acquisitions. To the extent that funds or appropriate communities are not available, fewer acquisitions and capital improvements will be made.


	Three Months Ended June 30, 2023					Three Months Ended June 30, 2022
	Amount		Percent of Revenues			Amount		Percent of Revenues
Revenue
Rental and related income	$	4,224,714		95.51	%	$	3,283,777		97.40	%
Gross revenues from home sales		198,800		4.49	%		87,594		2.60	%
Total revenues		4,423,514		100.00	%		3,371,371		100.00	%
Community operating expenses
Repair and maintenance		348,117		7.87	%		327,265		9.71	%
Real estate taxes		210,862		4.77	%		217,093		6.44	%
Utilities		278,954		6.31	%		239,985		7.12	%
Insurance		119,367		2.70	%		78,999

Filing Compare · MANUFACTURED HOUSING PROPERTIES INC.