UNITEDTable STATESof Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington, D.C. 20549~~SECURITIES AND EXCHANGE COMMISSION

~~Form~~Washington, ~~10-Q~~ D.C. 20549

~~(Mark One)~~ Form 10-Q

~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~x ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~June 30,~~SECTION ~~2011~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

orFor the quarterly period ended September 30, 2011

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

~~For~~¨ ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from to~~ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~transition ~~333-167420~~period from to

~~FundCore~~Commission ~~Institutional~~file ~~Income~~number: ~~Trust Inc.~~ 333-167420

~~(Exact~~FundCore ~~Name~~Institutional ofIncome ~~Registrant~~Trust asInc. ~~Specified in its Charter)~~

Maryland		27-2653513
State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
One World Financial Center, 30th Floor New York, NY		10281
(Address of principal executive offices)		(Zip Code)

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code:


Maryland		27-2653513
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

One World Financial Center, 30^th Floor New York, NY		10281
(Address of principal executive offices)		(Zip Code)

~~(212)~~Registrant’s ~~909-5897~~telephone number, including area code:

~~Indicate by check mark whether the registrant~~ (1212) ~~has~~ ~~filed~~909-5897 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 x No ¨

Indicate by check mark whether the registrant (1) has ~~submitted electronically~~filed ~~and~~all ~~posted~~reports ~~on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or ~~to Rule 405~~ 15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant ishas asubmitted electronically ~~large~~and ~~accelerated~~posted ~~filer,~~on anits ~~accelerated~~corporate ~~filer~~Web site, aif ~~non-accelerated filer~~any, ~~or a~~every ~~smaller~~Interactive ~~reporting~~Data ~~company.~~File ~~See~~required ~~the~~to ~~definitions~~be ofsubmitted ~~“large~~and ~~accelerated~~posted ~~filer,”~~pursuant ~~“accelerated~~to ~~filer”~~Rule ~~and~~405 ~~“smaller~~of ~~reporting~~Regulation ~~company”~~S-T in(§232.405 ~~Rule~~of ~~12b-2~~this ofchapter) during the ~~Exchange~~preceding ~~Act~~12 months (~~Check~~or ~~one):~~for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer, xor a ~~Smaller~~smaller ~~Reporting~~reporting ~~Company~~company. ¨See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ isNon-accelerated afiler ~~shell~~x ~~company~~Smaller ~~(as~~reporting ~~defined~~company ~~in Rule 12b-2 of the Exchange Act). Yes~~ ¨ ~~No x~~

AsIndicate ofby ~~August 11,~~check ~~2011,~~mark ~~1,000~~whether ~~shares~~the ofregistrant ~~common~~is ~~stock~~a ofshell ~~FundCore~~company ~~Institutional~~(as ~~Income~~defined ~~Trust~~in ~~Inc.,~~Rule 12b-2 ~~par~~of ~~value~~the Exchange $0Act).01 Yes ¨ No x ~~per share, were outstanding.~~

~~FUNDCORE~~As ~~INSTITUTIONAL~~of ~~INCOME~~November 9, ~~TRUST~~2011, ~~INC~~1,000 shares of common stock of FundCore Institutional Income Trust Inc., par value $0.01 per share, were outstanding.

TABLETable OFof CONTENTS Contents

	Page
PART I – FINANCIAL INFORMATION		3-9
ITEM 1. Financial Statements		3
Balance Sheets as of June 30, 2011 and December 31, 2010		3
Statements of Operations for the Three and Six Months ended June 30, 2011 and the Period from Inception (May 18, 2010) to June 30, 2010		4
Statement of Stockholder’s Equity for the Period from Inception (May 18, 2010) to June 30, 2011		5
Statements of Cash Flows for the Six Months ended June 30, 2011 and the Period from Inception (May 18, 2010) to June 30, 2010		6
Notes to Financial Statements		7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		14
ITEM 4. Controls and Procedures		14
PART II – OTHER INFORMATION		15
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 6. Exhibits		15
SIGNATURES		16

FUNDCORE INSTITUTIONAL INCOME TRUST INC.

2TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION


	Page
PART I – FINANCIAL INFORMATION		3-9

ITEM 1. Financial Statements		3
Balance Sheets as of September 30, 2011 and December 31, 2010		3
Statements of Operations for the Three and Nine Months ended September 30, 2011 and Three Months ended September 30, 2010 and the Period from Inception (May 18, 2010) to September 30, 2010		4
Statement of Stockholder’s Equity for the Period from Inception (May 18, 2010) to September 30, 2011		5
Statements of Cash Flows for the Nine Months ended September 30, 2011 and the Period from Inception (May 18, 2010) to September 30, 2010		6
Notes to Financial Statements		7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		13

ITEM 4. Controls and Procedures		13

PART II – OTHER INFORMATION		14

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 6. Exhibits		14

SIGNATURES		15

~~Item 1. Financial~~2 ~~Statements~~

FUNDCORETable INSTITUTIONALof INCOME TRUST INC. Contents

~~BALANCE~~PART ~~SHEETS~~I – FINANCIAL INFORMATION

~~(Unaudited)~~Item 1. Financial Statements

	June 30, 2011(unaudited)			December 31, 2010
ASSETS
Cash and cash equivalents	$	5,200		$	5,500
Prepaid expense		1,173			3,200
Deferred offering costs		1,646,238			1,589,767
Total Assets	$	1,652,611		$	1,598,467
LIABILITIES AND EQUITY
Liabilities:
Accounts payable and other accruals	$	89,167		$	57,283
Due to affiliates		1,822,549			1,676,536
Total Liabilities		1,911,716			1,733,819
Equity:
Stockholder’s Equity
Common stock, $0.01 par value, 75,000,000 shares authorized, 1,000 shares issued and outstanding as of June 30, 2011 and December 31, 2010	$	10		$	10
Additional paid-in capital		9,990			9,990
Accumulated deficit		(269,105	)		(145,352	)
Total Stockholder’s Equity		(259,105	)		(135,352	)
Total Liabilities and Equity	$	1,652,611		$	1,598,467

FUNDCORE INSTITUTIONAL INCOME TRUST INC.

~~The~~BALANCE ~~accompanying~~SHEETS ~~notes are an integral part of the financial statements.~~

3(Unaudited)

FUNDCORE INSTITUTIONAL INCOME TRUST INC.


	September 30, 2011 (unaudited)			December 31, 2010
	September 30, 2011 (unaudited)			December 31, 2010
ASSETS
Cash and cash equivalents	$	5,039		$	5,500
Prepaid expense		132			3,200
Deferred offering costs		1,647,868			1,589,767

Total Assets	$	1,653,039		$	1,598,467

LIABILITIES AND EQUITY
Liabilities:
Accounts payable and other accruals	$	111,167		$	57,283
Due to affiliates		1,849,611			1,676,536

Total Liabilities		1,960,778			1,733,819
Equity:
Stockholder’s Equity
Common stock, $0.01 par value, 75,000,000 shares authorized, 1,000 shares issued and outstanding as of September 30, 2011 and December 31, 2010	$	10		$	10
Additional paid-in capital		9,990			9,990
Accumulated deficit		(317,739	)		(145,352	)

Total Stockholder’s Equity		(307,739	)		(135,352	)

Total Liabilities and Equity	$	1,653,039		$	1,598,467

~~STATEMENTS~~The OFaccompanying ~~OPERATIONS~~notes are an integral part of the financial statements.

~~(Unaudited)~~3

	For the ThreeMonths EndedJune 30, 2011			For the SixMonths EndedJune 30, 2011			For the periodfrom Inception(May 18, 2010)to June 30, 2010
EXPENSES
General and administrative expenses	$	41,329		$	123,753		$	—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER	$	(41,329	)	$	(123,753	)	$	—

~~The~~FUNDCORE ~~accompanying~~INSTITUTIONAL ~~notes~~INCOME ~~are~~TRUST ~~an integral part of the financial statements~~INC.

4STATEMENTS OF OPERATIONS

~~FUNDCORE~~(Unaudited) ~~INSTITUTIONAL INCOME TRUST INC.~~

STATEMENT OF STOCKHOLDER’S EQUITY


	For the Three Months Ended September 30, 2011			For the Three Months Ended September 30, 2010			For the Nine Months Ended September 30, 2011			For the period from Inception (May 18, 2010) to September 30, 2010
EXPENSES
General and administrative expenses	$	48,634		$	16,338		$	172,387		$	16,338
Organization expenses	$	—		$	42,891		$	—		$	55,466

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER	$	(48,634	)	$	(59,229	)	$	(172,387	)	$	(71,804	)

~~(Unaudited)~~The accompanying notes are an integral part of the financial statements.

	Stockholder’s Equity
	Common Shares				AdditionalPaid-in		Accumulated			Total
	Shares		Amount		Capital		Deficit			Equity
Initial capital contributed		1,000	$	10	$	9,990	$	—		$	10,000
Net loss for the period from May 18, 2010 (Inception) through December 31, 2010		—		—		—		(145,352	)		(145,352	)
Balance at December 31, 2010		1,000	$	10	$	9,990	$	(145,352	)	$	(135,352	)
Net loss		—		—		—	$	(123,753	)	$	(123,753	)
Balance at June 30, 2011		1,000	$	10	$	9,990	$	(269,105	)	$	(259,105	)

TheTable accompanying notes are an integral part of the financial statements. Contents

5FUNDCORE INSTITUTIONAL INCOME TRUST INC.

~~FUNDCORE~~STATEMENT ~~INSTITUTIONAL~~OF ~~INCOME~~STOCKHOLDER’S ~~TRUST~~EQUITY ~~INC.~~

~~STATEMENTS~~(Unaudited) ~~OF CASH FLOWS~~

(Unaudited)


	Stockholder’s Equity
	Common Shares				Additional Paid-in Capital
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Equity
Initial capital contributed		1,000	$	10	$	9,990	$	—		$	10,000
Net loss for the period from May 18, 2010 (Inception) through December 31, 2010		—		—		—		(145,352	)		(145,352	)

Balance at December 31, 2010		1,000	$	10	$	9,990	$	(145,352	)	$	(135,352	)

Net loss		—		—		—	$	(172,387	)	$	(172,387	)

Balance at September 30, 2011		1,000	$	10	$	9,990	$	(317,739	)	$	(307,739	)

	For the Six MonthsEnded June 30, 2011			For the periodfrom Inception(May 18, 2010)to June 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(123,753	)	$	—
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in due to affiliates, general and administrative expenses		89,542			—
Decrease in prepaid expense		2,027			—
Increase in accounts payable		31,884			—
Net cash used in operating activities		(300	)		—
NET DECREASE IN CASH AND EQUIVALENTS		(300	)		—
CASH AND CASH EQUIVALENTS, at beginning of period		5,500			—
CASH AND CASH EQUIVALENTS, at end of period	$	5,200		$	—
Supplemental Disclosure of Non-Cash Information:
Deferred offering costs due to affiliates	$	56,471		$	—

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

~~The~~5 ~~accompanying notes are an integral part of the financial statements.~~

6Table of Contents

FUNDCORE INSTITUTIONAL INCOME TRUST INC.

~~NOTES~~STATEMENTS TOOF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

~~June 30,~~(Unaudited) ~~2011~~

(Unaudited)


	For the Nine Months Ended September 30, 2011			For the period from Inception (May 18, 2010) to September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(172,387	)	$	(71,804	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in due to affiliates, general and administrative expenses		114,974			16,338
Increase in due to affiliates, organization expense		—			55,466
Decrease in prepaid expense		3,068			—
Increase in accounts payable		53,884			—

Net cash used in operating activities		(461	)		—
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares	$	—		$	10,000

Net cash provided by financing activites		—			10,000
NET DECREASE IN CASH AND EQUIVALENTS		(461	)		10,000
CASH AND CASH EQUIVALENTS, at beginning of period/Inception		5,500			—

CASH AND CASH EQUIVALENTS, at end of period	$	5,039		$	10,000

Supplemental Disclosure of Non-Cash Information:
Deferred offering costs due to affiliates	$	58,101		$	1,476,722

1.The ~~ORGANIZATION~~accompanying notes are an integral part of the financial statements.

~~FundCore~~6 Institutional Income Trust Inc. (the “Company”) is a newly organized Maryland corporation formed on May 18, 2010. As used herein, “the Company,” “we,” “our” and “us” refer to FundCore Institutional Income Trust Inc. except where the context otherwise requires.

TheTable Company was formed to originate and invest in high-quality commercial real estate loans and other debt investments secured primarily by cash-flowing properties located in the U.S. We collectively refer to such assets as our “target assets.” As of the date of the financial statements, the Company does not own any interest in any target assets. Our primary investment objectives are preserving and protecting our stockholders’ capital, providing current income to our stockholders in the form of monthly cash distributions, and returning capital to stockholders during the capital return period as defined in the registration statement. Contents

~~The~~FUNDCORE ~~Company~~INSTITUTIONAL ~~intends~~INCOME toTRUST ~~operate in a manner that will allow it to qualify as a real estate investment trust, or “REIT,” for federal income tax purposes commencing with its taxable year ending December 31, 2011~~INC. ~~In July 2010, the Company sold 1,000 shares of common stock to FundCore Advisor LLC (the “Advisor”) at a price of $10 per share.~~

2.NOTES ~~SUMMARY~~TO OFFINANCIAL ~~SIGNIFICANT~~STATEMENTS ~~ACCOUNTING POLICIES~~

~~Basis~~September 30, of2011 ~~Presentation~~

~~The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ (~~“GAAP”~~Unaudited) and with the Securities and Exchange Commission (the “Commission”) instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X for interim financial statements. In the opinion of management, the accompanying financial statements include all adjustments, consisting only of normal recurring items necessary for their fair presentation in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our audited financial statements as of December 31, 2010 and related notes thereto, included in our Annual Report on Form 10-K filed with the Commission on March 30, 2011.

~~Cash~~1. ~~and~~ORGANIZATION ~~Cash Equivalents~~

~~Cash~~FundCore ~~and~~Institutional ~~cash~~Income ~~equivalents~~Trust ~~consist~~Inc. of(the ~~cash~~“Company”) is a newly organized Maryland corporation formed on ~~hand~~May 18, 2010. As used herein, “the Company,” “we,” “our” and ~~highly~~“us” ~~liquid~~refer ~~investments~~to ~~purchased~~FundCore ~~with~~Institutional ~~original~~Income ~~maturities~~Trust ofInc. ~~three~~except ~~months~~where orthe ~~less~~context otherwise requires.

~~Prepaid~~The ~~Expense~~Company was formed to originate and invest in high-quality commercial real estate loans and other debt investments secured primarily by cash-flowing properties located in the U.S. We collectively refer to such assets as our “target assets.” As of the date of the financial statements, the Company does not own any interest in any target assets. Our primary investment objectives are preserving and protecting our stockholders’ capital, providing current income to our stockholders in the form of monthly cash distributions, and returning capital to stockholders during the capital return period as defined in the registration statement.

~~Prepaid~~The ~~expense~~Company ~~consists~~intends ofto anoperate ~~escrow~~in ~~fee~~a ~~paid,~~manner ~~and~~that will beallow ~~amortized~~it to ~~general~~qualify ~~and~~as ~~administrative~~a ~~expenses~~real ~~over~~estate ~~the~~investment trust, ~~one-~~or “REIT,” for federal income tax purposes commencing with its taxable year ~~term~~ending December 31, 2012. In July 2010, the Company sold 1,000 shares of common stock to FundCore Advisor LLC (the ~~escrow~~“Advisor”) ~~period~~at a price of $10 per share.

~~Organization~~2. ~~and~~SUMMARY ~~Offering~~OF ~~Costs~~SIGNIFICANT ACCOUNTING POLICIES

~~Organization~~Basis ~~costs are expensed as incurred and offering costs are deferred and will be charged against gross proceeds~~ of ~~the~~Presentation offering. Organization and offering costs are to be reimbursed by the Company to the Advisor on an amortized basis over a period of five years commencing with the completion of the offering period, one year following the end of the escrow period.

The ~~escrow~~accompanying ~~period~~financial isstatements ~~defined~~have been asprepared ~~the period of time investors’ funds will be held~~ in anaccordance ~~interest-bearing escrow account~~ with ~~Wells~~accounting ~~Fargo~~principles ~~Bank,~~generally ~~N.A.,~~accepted anin ~~independent~~the ~~third-party~~United ~~escrow~~States ~~agent, until we~~ (i“GAAP”) ~~receive~~ ~~purchase orders for at least 1,000,000 shares of our common stock~~ and ~~(ii) authorize~~with the ~~release~~Securities toand usExchange ofCommission ~~funds in~~ (the ~~escrow~~“Commission”) ~~account,~~instructions atto ~~which~~this ~~time~~Quarterly weReport ~~will~~on ~~commence~~Form ~~our~~10-Q ~~operations.~~and Article ~~Funds~~10 inof ~~escrow~~Regulation ~~will be invested in short~~S-~~term~~X ~~investments that can be readily sold or otherwise disposed of~~ for ~~cash~~interim ~~without~~financial ~~any~~statements. ~~significant~~In ~~risk of dissipation of~~ the ~~offering~~opinion ~~proceeds invested. If we do not sell a minimum~~ of 1management,~~000,000~~ ~~shares of common stock in our primary offering within one year of~~ the ~~commencement~~accompanying offinancial ~~the~~statements ~~offering,~~include orall ~~October 20~~adjustments, ~~2011,~~consisting weonly ~~will~~of ~~terminate~~normal ~~the~~recurring ~~offering~~items ~~and~~necessary ~~funds~~for ~~will~~their ~~promptly~~fair bepresentation ~~returned~~in ~~to all subscribing investors~~ conformity with ~~interest, except for de minimis interest~~GAAP. ~~Even~~ ifInterim weresults ~~sell~~are ~~the~~not ~~minimum~~necessarily ofindicative ~~1,000,000 shares~~ of ~~common~~results ~~stock~~for ina ~~our~~full ~~primary offering within one~~ year. ofThe ~~the~~information ~~commencement~~included ofin ~~the~~this ~~offering,~~Quarterly ~~interest~~Report ~~will be paid~~ on ~~all~~Form ~~escrowed~~10-Q ~~funds~~should ~~unless~~be ~~(i) the~~read ~~minimum~~in ~~offering~~conjunction ~~amount~~with isour ~~achieved~~audited onfinancial ~~the first~~statements ~~day~~as weof ~~commence the offering or (ii)~~December ~~the~~31, ~~total~~2010 ~~amount of interest payable is lower than the costs~~ and related ~~expenses~~notes ~~to the company associated with any such payment~~thereto, ~~which~~included wein ~~refer~~our toAnnual asReport ~~“de~~on ~~minimis~~Form ~~interest.”~~10-K ~~Our~~filed ~~primary offering~~with ~~will extend for a period of one year following~~ the ~~end~~Commission ofon ~~the~~March 30, ~~escrow period~~2011.

7Cash and Cash Equivalents

~~Income~~Cash ~~Taxes~~and cash equivalents consist of cash on hand and highly liquid investments purchased with original maturities of three months or less.

~~The~~Prepaid ~~Company~~Expense intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, and to operate as such beginning with its second taxable year, which ends on December 31, 2011. As a REIT, the Company generally will not be subject to federal income taxes on net income that it distributes to stockholders. The Company intends to make timely distributions sufficient to satisfy the annual distribution requirements. If the Company fails to qualify as a REIT in any taxable year without the benefit of certain relief provisions, the Company will be subject to federal income tax on its taxable income at regular corporate income tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.

~~Income~~Prepaid ~~taxes~~expense ~~are~~consists accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between financial statement carrying amounts and their respective tax basis. A valuation allowance is established for uncertainties relating to realization of ~~deferred~~an ~~tax~~escrow ~~assets.~~fee ~~As of June 30~~paid, ~~2011,~~and ~~the~~will ~~Company~~be ~~had~~amortized ~~deferred tax assets totaling $102,260 related~~ to ~~temporary differences for our organizational and pre-operational~~ general and administrative ~~costs~~expenses ~~which~~over ~~are~~the ~~capitalized~~one-year ~~for~~term ~~tax~~of ~~purposes.~~the Aescrow ~~valuation allowance was recorded on these deferred tax assets due to current uncertainty of realization~~period.

~~Use~~Organization ofand ~~Estimates~~ Offering Costs

~~The~~Organization ~~preparation~~costs ofare ~~the~~expensed ~~financial~~as ~~statements~~incurred inand ~~conformity~~offering ~~with~~costs ~~GAAP~~are ~~requires~~deferred ~~management to make estimates~~ and ~~assumptions~~ ~~relating~~will tobe ~~the~~charged ~~reported~~against ~~amounts~~gross proceeds of ~~assets~~the ~~and~~offering. ~~liabilities~~Organization and ~~the~~offering ~~disclosure~~costs ofare ~~contingent~~to ~~assets~~be ~~and~~reimbursed ~~liabilities~~by at the ~~date~~Company to of the ~~financial~~Advisor ~~statements.~~on ~~Actual~~an ~~results~~amortized ~~could~~basis ~~differ~~over ~~from~~a ~~those~~period ~~estimates.~~of ~~Estimates~~five ~~and~~years ~~assumptions~~commencing ~~are reviewed~~with ~~periodically, and~~ the ~~effects~~completion of ~~revision~~the ~~are~~offering ~~reflected~~period, inone ~~the~~year ~~period~~following ~~they~~the ~~are~~end ~~determined~~of tothe beescrow ~~necessary~~period.

3The escrow period is defined as the period of time investors’ funds will be held in an interest-bearing escrow account with Wells Fargo Bank, N.A., ~~INITIAL~~an ~~PUBLIC~~independent ~~OFFERING~~third-party escrow agent, until we (i) receive purchase orders for at least 1,000,000 shares of our common stock and (ii) authorize the release to us of funds in the escrow account, at which time we will commence our operations. Funds in escrow will be invested in short-term investments that can be readily sold or otherwise disposed of for cash without any significant risk of dissipation of the offering proceeds invested. If we do not sell a minimum of 1,000,000 shares of common stock in our primary offering by October 22, 2012, we will terminate the offering and funds will promptly be returned to all subscribing investors with interest, except for de minimis interest. Even if we sell the minimum of 1,000,000 shares of common stock in our primary offering within one year of the commencement of the offering, interest will be paid on all escrowed funds unless (i) the minimum offering amount is achieved on the first day we commence the offering or (ii) the total amount of interest payable is lower than the costs and expenses to the company associated with any such payment, which we refer to as “de minimis interest.” Our primary offering will extend for a period of one year following the end of the escrow period.

~~The~~7 Company intends to offer for sale up to 75,000,000 in shares of common stock, 67% (50,000,000 shares) of which will be offered to investors at a price of $10.00 per share, and 33% (25,000,000 shares) of which will be offered to participants in the Company’s distribution reinvestment plan at $10.00 per share during the offering period, and at net asset value (“NAV”) per share following the end of the offering period (the “Offering”). The Company has the right to reallocate the shares of common stock offered between the Company’s primary offering and the Company’s distribution reinvestment plan.

IntegrityTable Investments, Inc. (“Integrity” or the “Primary Dealer”) will serve as the primary participating broker-dealer in connection with the Offering. The Offering is a best efforts offering, which means that the Primary Dealer is not required to sell any specific number or dollar amount of shares of common stock in the offering but will use its best efforts to sell the shares of common stock. The Offering is a continuous offering that will end no later than two years from the date of the prospectus, October 20, 2010, unless it is extended. Contents

4.Income ~~RELATED~~Taxes ~~PARTY TRANSACTIONS~~

InIncome ~~July~~taxes ~~2010,~~are accounted for under the ~~Company~~asset ~~sold~~and ~~1,000~~liability ~~shares~~method. ofDeferred ~~common~~tax ~~stock~~assets and liabilities are recognized for future tax consequences attributable to ~~the~~differences ~~Advisor~~between atfinancial astatement ~~price~~carrying ofamounts ~~$10~~and ~~per~~their ~~share~~respective tax basis. ~~The~~A ~~Company will~~valuation ~~rely~~allowance onis ~~the~~established ~~Advisor~~for uncertainties relating to ~~manage~~realization ~~the~~of ~~Company’s~~deferred ~~day-to-day~~tax ~~activities~~assets. ~~and~~As toof ~~implement~~September 30, 2011, the Company’s ~~investment~~had ~~strategy.~~deferred ~~The~~tax ~~Advisor~~assets ~~will~~totaling ~~receive~~$120,741 ~~fees~~related to temporary differences for ~~the~~our ~~investment~~organizational and ~~management~~pre-operational ofgeneral ~~the~~and ~~Company’s~~administrative ~~assets~~costs which are capitalized for tax purposes. ~~These~~A ~~fees~~valuation ~~primarily~~allowance was recorded on ~~consist~~these ofdeferred ~~the~~tax ~~following:~~assets due to current uncertainty of realization.

~~(i)~~The ~~For~~Company ~~all~~intends ~~investments,~~to ~~including~~elect ~~those~~to inbe ~~short-term,~~taxed ~~highly~~as ~~liquid~~a ~~instruments~~REIT ~~that~~under the weInternal ~~may~~Revenue ~~make~~Code ~~prior~~of 1986, as amended, and to ~~investing~~operate inas ~~target~~such ~~assets,~~beginning ~~the~~with ~~asset~~its ~~management~~third ~~fee~~taxable ~~will~~year, ~~consist~~which ofends on December 31, 2012. As a ~~monthly~~REIT, ~~fee~~the ~~equal~~Company generally will not be subject to ~~one-twelfth~~federal ofincome 1taxes on net income that it distributes to stockholders.0% ofThe Company intends to make timely distributions sufficient to satisfy the ~~sum~~annual ofdistribution requirements. If the ~~aggregate~~Company ~~cost~~fails ofto ~~all~~qualify ~~investments~~as ~~within~~a ~~our~~REIT ~~portfolio,~~in ~~including~~any ~~certain~~taxable ~~acquisition~~year ~~and~~without ~~origination~~the ~~expenses~~benefit weof ~~capitalize~~certain ~~and~~relief ~~any~~provisions, the ~~debt~~Company ~~attributable~~will be subject to ~~such~~federal ~~investments~~income tax on its taxable income at regular corporate income tax rates. ToEven if the ~~extent~~Company ~~that~~qualifies ~~net~~for ~~proceeds~~taxation inas ~~this~~a ~~offering~~REIT, ~~are~~the ~~not~~Company ~~invested~~may be subject to certain state and local taxes on its income, anproperty or ~~asset~~net ~~management~~worth ~~fee~~and ~~will~~federal ~~not~~income beand ~~charged~~excise taxes on ~~such~~its ~~proceeds;~~undistributed income.

~~(ii)~~Use ~~Our advisor will also be responsible for paying our cumulative organization and offering expenses, including legal, accounting, printing and other expenses related to the distribution~~ of ~~this~~Estimates offering, and for reimbursing the primary dealer’s and participating broker-dealers’ out-of-pocket expenses on a non-accountable basis up to $1,000,000, which is deemed to be underwriting compensation under FINRA rules, as well as reimbursing their bona fide due diligence expenses. As of June 30, 2011, $300,000 is included in deferred offering cost and due to affiliate for the reimbursement of out-of-pocket costs incurred by the primary dealer. We intend to reimburse the advisor for paying such organization and offering expenses amortized over a period of five years, payable monthly, commencing with the completion of the offering period;

~~(iii)~~The Wepreparation ~~will~~of ~~reimburse~~the ~~our~~financial ~~advisor~~statements ~~for~~in ~~the~~conformity ~~expenses~~with itGAAP ~~incurs~~requires inmanagement ~~hiring~~to ~~third-party~~make ~~servicers~~estimates and assumptions relating to ~~service~~the reported amounts of assets and liabilities and the ~~loans~~disclosure ~~originated~~of contingent assets and liabilities at the date of the financial statements. WeActual ~~anticipate~~results ~~servicing~~could ~~costs~~differ tofrom ~~approximate~~those 0estimates.~~05%~~ ~~per~~Estimates ~~annum~~and ofassumptions ~~the~~are ~~sum~~reviewed ofperiodically, and the ~~cost~~effects of ~~all~~revision ~~gross~~are ~~assets,~~reflected ~~including~~in ~~any~~the ~~debt~~period ~~attributable~~they are determined to ~~such~~be ~~investments;~~necessary. ~~and~~

83. INITIAL PUBLIC OFFERING

The Company intends to offer for sale up to 75,000,000 in shares of common stock, 67% (iv50,000,000 shares) Weof which will ~~reimburse~~be ~~our~~offered ~~advisor~~to investors ~~for~~at ~~the~~a ~~expenses~~price itof ~~incurs~~$10.00 inper ~~connection~~share, ~~with~~and ~~its~~33% ~~provision~~(25,000,000 shares) of ~~services~~which will be offered to usparticipants ~~other~~in ~~than~~the ~~personnel~~Company’s ~~costs~~distribution inreinvestment ~~connection~~plan ~~with~~at ~~services~~$10.00 ~~for~~per ~~which~~share ~~our~~during ~~advisor~~the ~~receives~~offering period, and at net asset ~~management~~value (“NAV”) ~~fees~~per share following the end of the offering period (the “Offering”). The Company has the right to reallocate the shares of common stock offered between the Company’s primary offering and the Company’s distribution reinvestment plan.

~~Transaction~~Integrity Investments, Inc. (“Integrity” or the “Primary Dealer”) will serve as the primary participating broker-dealer in connection with ~~Affiliate~~the Offering. The Offering is a best efforts offering, which means that the Primary Dealer is not required to sell any specific number or dollar amount of shares of common stock in the offering but will use its best efforts to sell the shares of common stock. The Offering is a continuous offering that will end no later than two years from the date of the prospectus, October 20, 2010, unless it is extended.

~~For the six months ended June 30, 2011, the Company incurred $123,753 of general and administrative expenses, all of which will be paid directly by the Advisor on behalf of the Company~~4. ~~All~~ ~~amounts~~RELATED ~~related~~PARTY toTRANSACTIONS organization expense and general and administrative expense have been expensed as incurred in the accompanying statements of operations. Offering costs are capitalized and applied to equity as offering proceeds are raised. The amount due to affiliate on the accompanying balance sheets represent these non-interest bearing advances made by the Advisor, of which $105,597 is due upon breaking escrow. The amount related to organization and offering costs will be reimbursed to the advisor and amortized over a period of five years, payable monthly, commencing with the completion of the offering period.

5In July 2010, the Company sold 1,000 shares of common stock to the Advisor at a price of $10 per share. ~~SUBSEQUENT~~The ~~EVENTS~~Company will rely on the Advisor to manage the Company’s day-to-day activities and to implement the Company’s investment strategy. The Advisor will receive fees for the investment and management of the Company’s assets. These fees primarily consist of the following:

We(i) ~~have~~For ~~evaluated~~all ~~subsequent~~investments, ~~events~~including ~~through~~those ~~the~~in ~~date~~short-term, highly liquid instruments that we may make prior to investing in target assets, the ~~financial~~asset ~~statements~~management ~~are~~fee ~~issued~~will consist of a monthly fee equal to one-twelfth of 1.0% ~~This~~of ~~evaluation~~the ~~did~~sum ~~not reveal~~of ~~any~~the ~~subsequent~~aggregate ~~events~~cost ~~that~~of ~~necessitated~~all ~~disclosures~~investments within our portfolio, including certain acquisition and~~/or~~ ~~adjustments~~origination expenses we capitalize and any debt attributable to such investments. To the extent that net proceeds in this offering are not invested, an asset management fee will not be charged on such proceeds;

9(ii) Our Advisor will also be responsible for paying our cumulative organization and offering expenses, including legal, accounting, printing and other expenses related to the distribution of this offering, and for reimbursing the primary dealer’s and participating broker-dealers’ out-of-pocket expenses on a non-accountable basis up to $1,000,000, which is deemed to be underwriting compensation under FINRA rules, as well as reimbursing their bona fide due diligence expenses. As of September 30, 2011, $300,000 is included in deferred offering cost and due to affiliate for the reimbursement of out-of-pocket costs incurred by the primary dealer. We intend to reimburse the Advisor for paying such organization and offering expenses amortized over a period of five years, payable monthly, commencing with the completion of the offering period;

~~Item~~(iii) 2We will reimburse our Advisor for the expenses it incurs in hiring third-party servicers to service the loans originated. ~~Management’s~~We ~~Discussion~~anticipate ~~and~~servicing ~~Analysis~~costs to approximate 0.05% per annum of ~~Financial~~the ~~Condition~~sum ~~and~~of ~~Results~~the cost of ~~Operations~~all gross assets, including any debt attributable to such investments; and

~~The~~8 following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in Item 1 in this Quarterly Report on Form 10-Q.

CAUTIONARYTable STATEMENT REGARDINGof FORWARD-LOOKING STATEMENTS Contents

~~Statements included in this report on Form 10-Q that are not historical facts~~ (~~including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto~~iv) ~~are forward looking statements. These statements are only predictions.~~ We ~~caution~~will ~~that~~reimburse ~~forward looking statements are not guarantees. Actual events or~~ our ~~investments~~Advisor ~~and~~for ~~results~~the ofexpenses ~~operations~~it ~~could~~incurs ~~differ materially from those expressed or implied~~ in ~~the~~connection ~~forward~~with ~~looking~~its ~~statements.~~provision ~~Forward looking statements are typically identified by the use~~ of ~~terms~~services ~~such~~to asus ~~“may,”~~other ~~“will,”~~than ~~“should,”~~personnel ~~“expect,”~~costs ~~“could,”~~in ~~“intend,”~~connection ~~“plan,”~~with ~~“anticipate,”~~services ~~“estimate,” “believe,”~~for ~~“continue,”~~which ~~“predict,”~~our ~~“potential”~~Advisor orreceives ~~the~~asset ~~negative~~management ~~of such terms and other comparable terminology~~fees.

~~The~~Transactions forward looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with ~~respect~~Affiliate to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

•For ~~Our~~the ~~ability~~nine tomonths ~~raise~~ended ~~substantially~~September 30, ~~more~~2011, ~~than~~the Company incurred $172,387 of general and administrative expenses, all of which will be paid directly by the ~~minimum~~Advisor ~~offering~~on ~~amount~~behalf of the Company. All amounts related to organization expense and ~~effectively~~general ~~deploy~~and administrative expense have been expensed as incurred in the accompanying statements of operations. Offering costs are capitalized and applied to equity as offering proceeds are raised. inThe ~~our~~amount ~~initial~~due ~~public~~to affiliate on the accompanying balance sheets represent these non-interest bearing advances made by the Advisor, of which $131,028 is due upon breaking escrow. The amount related to organization and offering incosts ~~accordance~~will ~~with~~be ~~our~~reimbursed ~~investment~~to ~~strategy~~the Advisor and ~~objectives;~~amortized over a period of five years, payable monthly, commencing with the completion of the offering period.

•5. ~~The~~SUBSEQUENT ~~availability~~EVENTS ~~of cash flow from operating activities for distributions and capital expenditures;~~

•We have ~~Continued~~evaluated orsubsequent ~~worsening~~events ~~difficulties~~through inthe ~~economic~~date ~~conditions~~the ~~generally~~financial ~~and~~statements ~~the~~are ~~real~~issued. ~~estate~~This evaluation did not reveal any subsequent events that necessitated disclosures and/or ~~securities~~adjustments ~~markets~~that ~~specifically;~~have not already been disclosed herein.

•Item ~~Legislative~~2. orManagement’s ~~regulatory~~Discussion ~~changes~~and ~~(including~~Analysis ~~changes~~of toFinancial ~~the~~Condition ~~laws~~and ~~governing~~Results ~~the taxation~~ of ~~REITs);~~Operations

• The ~~availability~~following discussion and analysis of ~~capital;~~our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes thereto included in Item 1 in this Quarterly Report on Form 10-Q.

•CAUTIONARY ~~Conflicts~~STATEMENT REGARDING ofFORWARD-LOOKING ~~interest~~STATEMENTS ~~arising out of our relationships with the Sponsor, the Advisor and their affiliates;~~

•Statements ~~Increases~~included in ~~interest~~this ~~rates;~~report on Form 10-Q that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward looking statements. These statements are only predictions. We caution that forward looking statements are not guarantees. Actual events or our investments and results of operations could differ materially from those expressed or implied in the forward looking statements. Forward looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

•The ~~Changes~~forward looking statements included herein are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to Uthe foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.S Although we believe that the expectations reflected in such forward looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward looking statements. Factors ~~GAAP;~~which could have a material adverse effect on our operations and future prospects include, but are not limited to:

• Our ability to ~~qualify~~raise assubstantially amore ~~REIT.~~than the minimum offering amount and effectively deploy the proceeds raised in our initial public offering in accordance with our investment strategy and objectives;

10• The availability of cash flow from operating activities for distributions and capital expenditures;

~~Any~~• ofContinued ~~the~~or ~~assumptions~~worsening ~~underlying~~difficulties ~~forward looking statements could be inaccurate. Our stockholders are cautioned not to place undue reliance on any forward looking statements included~~ in ~~this~~economic ~~Quarterly~~conditions ~~Report~~generally onand ~~Form 10-Q. All forward looking statements are made as of~~ the ~~date~~real ofestate ~~this Quarterly Report on Form 10-Q~~ and the risk that actual results will differ materially from the expectations expressed in this Quarterly Report on Form 10-Q will increase with the passage of time. Except as otherwise required by the federal securities ~~laws,~~markets we undertake no obligation to publicly update or revise any forward looking statements after the date of this Quarterly Report on Form 10-Q, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward looking statements included in this Quarterly Report on Form 10-Q, the inclusion of such forward looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report on Form 10-Q will be achieved. specifically;

~~Overview~~• Legislative or regulatory changes (including changes to the laws governing the taxation of REITs);

On• ~~October 20,~~The ~~2010,~~availability ~~our Registration Statement on Form S-11 (File No. 333-167420) relating to the Offering was declared effective under the Securities Act~~ of 1933, as amended (the “Securities Act”). We intend to use the proceeds from the Offering to originate and invest in high-quality commercial real estate loans and other debt investments secured primarily by cash-flowing properties located in the U.S. We will experience a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire or originate target assets. capital;

As• ofConflicts ~~the date~~ of ~~this~~interest ~~Quarterly~~arising ~~Report~~out onof ~~Form~~our ~~10-Q,~~relationships ~~we have not entered into any arrangements to acquire or originate any specific assets~~ with the ~~proceeds~~Sponsor, ~~from~~ the ~~Offering.~~Advisor ~~The number~~ and ~~type~~their of assets we may acquire or originate will depend upon the number of shares sold and the resulting amount of the proceeds available for investment in target assets as well as market and other conditions. affiliates;

We• ~~are~~Increases ~~not~~in ~~aware~~interest of any known trends or uncertainties material to our operations, other than national economic conditions and recent capital markets dislocations that have adversely affected commercial real estate lending. rates;

• Changes ~~in interest rates may also impact our operations. During our investment stage, higher interest rates could benefit us by enabling us~~ to ~~originate loans with a higher coupon or, in the case of a loan acquisition, a higher cash yield~~U. ~~However, to the extent we finance asset acquisitions and originations with debt, higher interest rates may result in higher debt service costs which could reduce cash flow and distributions~~S. ~~Additionally,~~GAAP; ~~an increase in interest rates after we terminate the Offering~~ and have fully invested the proceeds from the Offering could cause the value of our assets to decline because purchasers using debt to finance acquisitions will have higher debt service costs and will not be able to pay as high a price.

• Our ~~advisor~~ability ~~also may, but is not required~~ to, ~~establish~~qualify reserves from gross offering proceeds from cash flow generated by performing assets or from non-liquidating net sale proceeds from the sale of our assets. Currently, we do not plan to designate any of our offering proceeds as ~~working~~a ~~capital reserves~~REIT.

~~The~~9 proceeds of the Offering will provide funds to enable us to originate and purchase target assets. We intend to finance our target assets with borrowings under a warehouse or other similar facility. If this offering is not fully sold, our ability to diversify our investments may be diminished. Should we sell only a small percentage of our maximum offering our operations and ability to purchase and originate a broadly diverse portfolio of target assets may be limited. Further, additional risks may arise from a less diverse portfolio, which may cause lower dividend distributions.

WeTable intend to make an election under Section 856(c) of the Internal Revenue Code to be taxed as a REIT under the Internal Revenue Code for the taxable year ended December 31, 2011. If we qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year without the benefit of certain relief provisions, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and may not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our after-tax net income. Contents

WeAny ~~believe~~of ~~that~~the weassumptions underlying forward looking statements could be inaccurate. Our stockholders are ~~organized~~cautioned ~~and~~not ~~will~~to ~~operate~~place inundue areliance ~~manner~~on ~~that~~any ~~will~~forward ~~enable~~looking usstatements toincluded ~~qualify~~in ~~for~~this ~~treatment~~Quarterly asReport aon ~~REIT~~Form ~~for~~10-Q. ~~federal~~All ~~income~~forward ~~tax~~looking ~~purposes~~statements ~~following~~are ~~the~~made ~~end~~as of the ~~escrow~~date ~~period,~~of this Quarterly Report on Form 10-Q and wethe ~~intend~~risk that toactual ~~continue~~results towill ~~operate~~differ somaterially asfrom tothe ~~remain~~expectations ~~qualified~~expressed asin athis ~~REIT~~Quarterly ~~for~~Report ~~federal~~on ~~income~~Form ~~tax~~10-Q ~~purposes~~will increase with the passage of time. WeExcept ~~will~~as ~~monitor~~otherwise ~~the~~required ~~various~~by ~~qualification~~the ~~tests~~federal ~~that~~securities laws, we ~~must~~undertake ~~meet~~no obligation to ~~maintain~~publicly update ~~our~~or ~~status~~revise asany aforward ~~REIT.~~looking ~~Ownership~~statements ofafter ~~our~~the ~~shares~~date ~~will~~of bethis ~~monitored~~Quarterly toReport ~~ensure~~on ~~that no~~Form ~~more~~10-Q, ~~than~~whether ~~50%~~as ina ~~value~~result of ~~our~~new ~~outstanding~~information, ~~shares~~future ~~is owned~~events, ~~directly~~changed circumstances or ~~indirectly,~~any byother ~~five~~reason. orIn ~~fewer~~light ~~individuals~~of atthe ~~any~~significant ~~time~~uncertainties inherent ~~after~~in the ~~first~~forward ~~taxable~~looking ~~year~~statements ~~for~~included ~~which~~in wethis ~~make~~Quarterly anReport ~~election~~on toForm be10-Q, ~~taxed~~the asinclusion aof ~~REIT.~~such Weforward ~~will~~looking ~~also~~statements ~~determine,~~should onnot abe ~~quarterly basis,~~regarded ~~that~~as ~~the~~a ~~gross~~representation ~~income,~~by ~~asset~~us ~~and~~or ~~distribution~~any ~~tests~~other asperson ~~described~~that in the ~~section~~objectives ofand ~~this~~plans ~~prospectus~~set ~~entitled~~forth in ~~“U.S.~~this ~~Federal~~Quarterly ~~Income~~Report ~~Tax~~on ~~Considerations”~~Form ~~are~~10-Q ~~met~~will be achieved.

11Overview

~~Liquidity~~On October 20, 2010, our Registration Statement on Form S-11 (File No. 333-167420) relating to the Offering was declared effective under the Securities Act of 1933, as amended (the “Securities Act”). We intend to use the proceeds from the Offering to originate and ~~Capital~~invest ~~Resources~~in high-quality commercial real estate loans and other debt investments secured primarily by cash-flowing properties located in the U.S. We will experience a relative increase in liquidity as additional subscriptions for shares of our common stock are received and a relative decrease in liquidity as offering proceeds are used to acquire or originate target assets.

~~Our~~As ~~principal~~of ~~demand~~the ~~for~~date ~~funds~~of ~~will~~this beQuarterly toReport ~~originate~~on ~~and~~Form ~~acquire target assets~~10-Q, towe ~~pay~~have ~~operating~~not ~~expenses~~entered ~~and~~into ~~interest on our outstanding~~any ~~indebtedness~~arrangements ~~and~~ to ~~make~~acquire ~~distributions~~or tooriginate ~~our~~any ~~stockholders.~~specific ~~Over~~assets ~~time,~~with wethe ~~intend~~proceeds ~~to generally fund our cash needs for items, other than asset acquisitions,~~ from ~~operations~~the Offering. ~~Our~~The ~~cash~~number ~~needs for acquisitions~~ and ~~investments~~type ~~will be funded primarily from the sale~~ of ~~shares~~assets ofwe ~~our~~may ~~common~~acquire ~~stock,~~or ~~including~~originate ~~those~~will ~~offered~~depend ~~for~~upon ~~sale through our distribution reinvestment plan. There may be a delay between~~ the ~~sale~~number of shares ofsold ~~our common stock~~ and ~~our purchase of assets, which could result in a delay in~~ the ~~benefits~~resulting toamount ~~our stockholders, if any,~~ of ~~returns~~the ~~generated~~proceeds ~~from~~available ~~our~~ for investment ~~operations.~~in ~~Further,~~target weassets ~~intend~~as towell ~~have~~as amarket ~~repurchase~~and ~~facility~~other ~~or a term credit facility to finance the acquisition of our assets, consistent with our leverage policies~~conditions.

We ~~have~~are ~~identified several potential lenders to provide such facilities, but our discussions have~~ not ~~yet~~aware ~~resulted in~~of any ~~definitive~~known ~~commitments~~trends onor ~~the~~uncertainties material ~~part of the lenders and there can be no assurance that we will receive such commitments. The advisor, subject~~ to ~~the~~our ~~oversight of its investment committee~~operations, ~~will~~other ~~evaluate~~than ~~potential~~national ~~investments~~economic ~~and~~conditions ~~will engage in negotiations with borrowers, loan sellers~~ and ~~lenders~~recent oncapital ~~our~~markets ~~behalf.~~dislocations ~~Pending investment in target assets, we may decide to temporarily invest any unused proceeds from the offering in certain investments~~ that ~~could~~have ~~yield~~adversely ~~lower~~affected ~~returns~~commercial ~~than~~real ~~those earned~~estate ~~on target assets~~lending. ~~These lower returns may affect our ability to make distributions to you.~~

~~Results~~Changes in interest rates may also impact our operations. During our investment stage, higher interest rates could benefit us by enabling us to originate loans with a higher coupon or, in the case of ~~Operations~~a loan acquisition, a higher cash yield. However, to the extent we finance asset acquisitions and originations with debt, higher interest rates may result in higher debt service costs which could reduce cash flow and distributions. Additionally, an increase in interest rates after we terminate the Offering and have fully invested the proceeds from the Offering could cause the value of our assets to decline because purchasers using debt to finance acquisitions will have higher debt service costs and will not be able to pay as high a price.

AsOur ofAdvisor ~~the~~also ~~date~~may, ofbut ~~this~~is ~~Quarterly~~not ~~Report~~required onto, ~~Form~~establish ~~10-Q,~~reserves wefrom gross ~~have~~offering ~~commenced~~proceeds nofrom ~~significant~~cash ~~operations~~flow ~~because~~generated weby ~~are~~performing inassets ~~our~~or ~~organizational~~from ~~and early~~non-liquidating ~~phases~~net ofsale ~~our~~proceeds ~~development~~from ~~stage.~~the Nosale ~~operations~~of ~~will~~our ~~commence~~assets. ~~until~~Currently, we ~~have~~do ~~sold~~not atplan ~~least~~to ~~1,000,000~~designate ~~shares~~any of our ~~common~~offering ~~stock~~proceeds toas ~~the~~working ~~public~~capital ~~at a price of $10~~reserves.00 ~~per share in our offering.~~

~~General~~The proceeds of the Offering will provide funds to enable us to originate and ~~Administrative~~purchase ~~Expenses~~target assets. We intend to finance our target assets with borrowings under a warehouse or other similar facility. If this offering is not fully sold, our ability to diversify our investments may be diminished. Should we sell only a small percentage of our maximum offering our operations and ability to purchase and originate a broadly diverse portfolio of target assets may be limited. Further, additional risks may arise from a less diverse portfolio, which may cause lower dividend distributions.

~~General~~We ~~and~~intend ~~administrative~~to ~~expenses~~make ~~were~~an ~~primarily~~election ~~comprised~~under Section 856(c) of ~~internet~~the ~~web~~Internal ~~design~~Revenue Code to be taxed as a REIT under the Internal Revenue Code for the taxable year ended December 31, ~~advertising~~2012. ~~and~~If ~~marketing~~we ~~supplies~~qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year without the benefit of certain relief provisions, we will be subject to federal income tax on our taxable income at regular corporate income tax rates and ~~travel~~may ~~expenses~~not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our after-tax net income.

~~Inflation~~We believe that we are organized and will operate in a manner that will enable us to qualify for treatment as a REIT for federal income tax purposes following the end of the escrow period, and we intend to continue to operate so as to remain qualified as a REIT for federal income tax purposes. We will monitor the various qualification tests that we must meet to maintain our status as a REIT. Ownership of our shares will be monitored to ensure that no more than 50% in value of our outstanding shares is owned, directly or indirectly, by five or fewer individuals at any time after the first taxable year for which we make an election to be taxed as a REIT. We will also determine, on a quarterly basis, that the gross income, asset and distribution tests as described in the section of this prospectus entitled “U.S. Federal Income Tax Considerations” are met.

~~Increases~~10 in the costs of owning and operating the properties securing our debt investments due to inflation could reduce the net operating income of the properties to the extent such increases are not reimbursed or paid by their tenants. Should we be required to hold or dispose of our assets during a period of inflation, our overall return may be reduced. Inflation may inhibit our ability to conduct our business and acquire or dispose of target assets or debt financing at attractive prices, and your overall return may be reduced. Some of the leases at the properties securing our debt may require the tenants to pay certain taxes and operating expenses, either in part or in whole, or may provide for separate real estate tax and operating expense reimbursement escalations over a base amount. In addition, some of the leases at the properties securing our debt may provide for fixed base rent increases or indexed increases. As a result, some inflationary increases in costs may be at least partially offset by the contractual rent increases and operating expense reimbursement provisions or escalations. A reduction of net operating income of the properties securing our debt investments may make it more difficult for our borrowers to make interest payments to us, thus potentially reducing our net income. In such a case, we may be unable to repay our loans, which could have a materially adverse effect on our results of operations.

CriticalTable Accountingof Policies Contents

~~General~~Liquidity and Capital Resources

WeOur ~~discuss~~principal ~~below~~demand ~~the~~for ~~accounting~~funds ~~policies~~will webe ~~believe~~to ~~will~~originate beand acquire target assets, to pay operating expenses and interest on our outstanding ~~critical~~indebtedness ~~once~~and weto ~~commence~~make ~~operations~~distributions to our stockholders. WeOver ~~consider~~time, ~~these~~we ~~policies~~intend to begenerally ~~critical~~fund ~~because~~our ~~they~~cash ~~require~~needs ~~our~~for ~~management~~items, toother ~~use~~than ~~judgment~~asset inacquisitions, from operations. Our cash needs for acquisitions and investments will be funded primarily from the ~~application~~sale of ~~accounting~~shares ~~policies~~of our common stock, including ~~making~~those ~~estimates~~offered ~~and~~for ~~assumptions~~sale through our distribution reinvestment plan. ~~These~~There ~~judgments~~may ~~will~~be ~~affect~~ a delay between the ~~reported~~sale ~~amounts~~of shares of ~~assets~~our ~~and~~common ~~liabilities~~stock and ~~disclosure~~our purchase of ~~contingent~~ assets, ~~and~~which ~~liabilities~~could atresult ~~the~~in ~~dates~~a ofdelay in the ~~financial~~benefits ~~statements~~to ~~and~~our ~~the~~stockholders, ~~reported~~if ~~amounts~~any, of ~~revenue~~returns ~~and~~generated ~~expenses~~from ~~during~~our investment operations. Further, we intend to have a repurchase facility or a term credit facility to finance the ~~reporting~~acquisition ~~periods~~of our assets, consistent with our leverage policies.

~~Different~~We ~~management~~have ~~judgments~~identified orseveral ~~interpretations~~potential oflenders ~~facts~~to ~~and~~provide ~~circumstances~~such ~~could~~facilities, ~~result~~but inour ~~materially~~discussions ~~different~~have ~~amounts~~not ~~reported~~yet resulted in any definitive commitments on the ~~financial~~ ~~statements~~part of the lenders and ~~could~~there ~~impact~~can ~~the~~be ~~choice~~no ofassurance ~~accounting~~that ~~policies~~we will receive such commitments. ~~Additionally~~The Advisor, ~~other~~subject ~~companies~~to ~~may~~the ~~utilize~~oversight ~~different~~of ~~estimates~~its investment committee, will evaluate potential investments and ~~policies~~will ~~that~~engage ~~may~~in negotiations ~~impact~~with ~~the~~borrowers, ~~comparability~~loan ofsellers and lenders on our ~~results~~behalf. ofPending ~~operations~~investment in target assets, we may decide to ~~those~~temporarily ofinvest ~~companies~~any unused proceeds from the offering in ~~similar~~certain investments that could yield lower returns than those ~~businesses~~earned on target assets. These lower returns may affect our ability to make distributions to you.

~~Money~~Results ~~Market~~of ~~Investments~~Operations ~~and Repurchase Agreements~~

~~Based~~As onof ~~their~~the ~~anticipated~~date ~~short~~of ~~term~~this ~~nature~~Quarterly Report on Form 10-Q, ~~these~~we ~~instruments~~have commenced no significant operations because we are in our organizational and early phases of our development stage. No operations will becommence ~~recorded~~until we have sold at ~~carrying~~least ~~value~~1,000,000 ~~plus~~shares ~~accrued~~of ~~interest~~our common stock to the public at a price of $10.00 per share in our offering.

~~Commercial~~General ~~Mortgage-Backed~~and ~~Securities~~Administrative Expenses

~~Investments~~General ~~will~~and beadministrative ~~classified~~expenses aswere ~~trading~~primarily ~~and~~comprised ~~marked~~of tointernet ~~market.~~web ~~Changes~~design, inadvertising ~~fair~~and ~~value~~marketing ~~will~~supplies, beand ~~recorded~~travel ~~through earnings~~expenses.

12Inflation

~~Loans~~Increases ~~Held~~in the costs of owning and operating the properties securing our debt investments due to inflation could reduce the net operating income of the properties to the extent such increases are not reimbursed or paid by their tenants. Should we be required to hold or dispose of our assets during a period of inflation, our overall return may be reduced. Inflation may inhibit our ability to conduct our business and acquire or dispose of target assets or debt financing at attractive prices, and your overall return may be reduced. Some of the leases at the properties securing our debt may require the tenants to pay certain taxes and operating expenses, either in part or in whole, or may provide for ~~Investment~~separate real estate tax and operating expense reimbursement escalations over a base amount. In addition, some of the leases at the properties securing our debt may provide for fixed base rent increases or indexed increases. As a result, some inflationary increases in costs may be at least partially offset by the contractual rent increases and operating expense reimbursement provisions or escalations. A reduction of net operating income of the properties securing our debt investments may make it more difficult for our borrowers to make interest payments to us, thus potentially reducing our net income. In such a case, we may be unable to repay our loans, which could have a materially adverse effect on our results of operations.

~~Investments~~Critical inAccounting ~~commercial~~Policies loans will be classified as held for investment based on our intent and ability to hold these investments to maturity. Loans will be stated at the principal amount outstanding, net of deferred loan fees and costs. Interest income will be recognized using the interest method or a method that approximates a level rate of return over the loan term. Net deferred loan fees and origination and acquisition costs will be recognized in interest income over the loan term as yield adjustment. Loans that we plan to sell or liquidate in the near term will be held at the lower of cost or fair value. We must periodically evaluate each of our loans for possible impairment. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan.

IfGeneral a loan were determined to be impaired, we would write down the loan through a charge to the provision for loan losses. Impairment on these loans is measured by comparing a valuation based on discounted cash flows to the carrying value of the respective loans. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plans, loans sponsorship, actions of other lenders and other factors deemed necessary by management. Actual losses, if any, could ultimately differ from these estimates.

~~Debt-Related~~We ~~Investments~~discuss below the accounting policies we believe will be critical once we commence operations. We consider these policies to be critical because they require our management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments will affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

~~Mezzanine~~Different ~~and~~management ~~B-note~~judgments ~~investments~~or ~~are~~interpretations ~~considered~~of tofacts ~~be held for investment based on our intent~~ and ~~ability~~circumstances tocould ~~hold~~result ~~these~~in ~~investments~~materially todifferent ~~maturity.~~amounts ~~Accordingly,~~reported ~~these~~in ~~assets are carried at cost, net of~~the ~~unamortized~~financial ~~loan~~statements ~~origination costs~~ and ~~fees,~~could ~~discounts,~~impact ~~repayments~~the ~~and~~choice ~~unfunded~~of ~~commitments~~accounting ~~unless such investments are deemed impaired~~policies. ~~Interest~~Additionally, ~~income~~other ~~will~~companies bemay ~~recognized~~utilize ~~using~~different ~~the~~estimates ~~interest~~and ~~method~~policies ~~or a method~~ that ~~approximates~~may aimpact ~~level~~the ~~rate~~comparability of ~~return~~ ~~over~~our ~~the~~results ~~investment’s~~of ~~term.~~operations ~~Investments that we plan~~ to ~~sell~~those orof ~~liquidate~~companies in ~~the near term will be held at the lower of cost or fair value~~similar businesses.

~~Principles~~Money ofMarket ~~Consolidation~~Investments and Repurchase Agreements

~~Our~~Based ~~financial~~on ~~statements~~their ~~may~~anticipated ~~include and~~short ~~consolidate~~term ~~the accounts of other entities that secure our loan investment if we are determined to be the primary beneficiary of the entities and when such entities are variable interest entities~~nature, orthese ~~through~~instruments ~~which we have a controlling interest. In determining whether we have a controlling interest in an entity and the requirement to consolidate the accounts of that entity, we~~ will consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity in which we have the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses of the entity that could potentially be ~~significant~~recorded ~~to the entity or the right to receive benefits from the entity that could potentially be significant to the entity. The accounting standards require assessments~~ at ~~each~~carrying ~~reporting~~value ~~period~~plus ofaccrued ~~which party within the variable~~ interest ~~entity is considered the primary beneficiary and requires a number of new disclosures related to variable interest entities~~.

~~Derivative~~Commercial ~~Instruments~~Mortgage-Backed ~~and~~Securities ~~Hedging Activities~~

WeInvestments ~~record~~will ~~all~~be ~~derivative~~classified ~~instruments~~as attrading ~~fair value. Accounting for changes in the fair value of derivative instruments depends on the intended use of the derivative instrument~~ and ~~the~~marked ~~designation~~to ~~of the derivative instrument~~market. ~~Derivative~~Changes ~~instruments used to hedge exposure to changes~~ in ~~the~~ fair value ofwill anbe ~~asset,~~recorded ~~liability,~~through ~~or firm commitments attributable to a particular risk, such as interest rate risk, are considered “fair value” hedges~~earnings. Derivative instruments used to hedge exposure to variability in expected future cash flows, such as future interest payments, or other types of forecasted transactions, are considered “cash flow” hedges.

~~For~~11 derivative instruments that are designated as fair value hedges and that qualify for hedge accounting treatment, changes in fair value will be recorded in earnings along with the change in the fair value of the hedged item attributable to the risk being hedged. For derivative instruments designated as cash flow hedges, the changes in fair value of the derivative instrument that effectively offset changes in the expected future cash flows of the forecasted transactions are initially reported as other comprehensive income (loss) in the statement of stockholder’s equity until the hedged forecasted transaction affects earnings. The ineffective portion of the change in value of a derivative instrument in a cash flow hedge, if any, is charged directly to earnings when the measurement of hedge ineffectiveness is performed. The change in fair value of derivatives not qualifying for hedge accounting treatment will be recorded through earnings.

REITTable Compliance of Contents

InLoans ~~order~~Held ~~to qualify as a REIT~~ for ~~tax~~Investment purposes, we will be required to distribute at least 90% of our REIT taxable income to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We will monitor the business and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate income tax rates.

13Investments in commercial loans will be classified as held for investment based on our intent and ability to hold these investments to maturity. Loans will be stated at the principal amount outstanding, net of deferred loan fees and costs. Interest income will be recognized using the interest method or a method that approximates a level rate of return over the loan term. Net deferred loan fees and origination and acquisition costs will be recognized in interest income over the loan term as yield adjustment. Loans that we plan to sell or liquidate in the near term will be held at the lower of cost or fair value. We must periodically evaluate each of our loans for possible impairment. Impairment is indicated when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan.

~~Distributions~~If a loan were determined to be impaired, we would write down the loan through a charge to the provision for loan losses. Impairment on these loans is measured by comparing a valuation based on discounted cash flows to the carrying value of the respective loans. These valuations require significant judgments, which include assumptions regarding capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plans, loans sponsorship, actions of other lenders and other factors deemed necessary by management. Actual losses, if any, could ultimately differ from these estimates.

We expect to pay a monthly distribution based primarily on realized net income and all or a portion of any loan amortization received. We expect to calculate our monthly distributions based upon monthly record dates. We expect to declare and pay our first distribution 45 days after the initial closing. To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income. REIT taxable income is computed without regard to the dividendsDebt-~~paid~~Related ~~deduction~~Investments and excludes net capital gain. Further, REIT taxable income does not necessarily equal net income as calculated in accordance with GAAP. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant. We may pay distributions from any source, including proceeds from the Offering, borrowings and the sale of assets. Distributions may constitute a return of capital. We have not established a minimum distribution level, and any distributions we make will be at the discretion of our board of directors.

~~Item~~Mezzanine 3and B-note investments are considered to be held for investment based on our intent and ability to hold these investments to maturity. ~~Quantitative~~Accordingly, these assets are carried at cost, net of unamortized loan origination costs and ~~Qualitative~~fees, ~~Disclosures~~discounts, ~~about~~repayments ~~Market~~and ~~Risk~~unfunded commitments unless such investments are deemed impaired. Interest income will be recognized using the interest method or a method that approximates a level rate of return over the investment’s term. Investments that we plan to sell or liquidate in the near term will be held at the lower of cost or fair value.

WePrinciples ~~may be exposed to interest rate changes primarily as a result~~ of ~~debt~~Consolidation used to maintain liquidity and finance our investment portfolio. We may seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use interest rate swaps, caps, floors, or similar hedging or derivative transactions or arrangements, to hedge exposures to changes in interest rates on loans secured by our assets or otherwise. Also, we will be exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

~~Market~~Our ~~risk~~financial isstatements ~~the~~may ~~adverse~~include and ~~effect~~consolidate on the ~~value~~accounts of a ~~financial~~other ~~instrument~~entities that ~~results~~secure ~~from~~our aloan ~~change~~investment inwhen such entities are variable interest ~~rates.~~entities ~~The~~and ~~market~~we ~~risk~~are ~~associated~~determined ~~with~~either ~~interest-rate~~to ~~contracts~~be isthe ~~managed~~primary bybeneficiary ~~establishing~~of ~~and~~the ~~monitoring~~entities ~~parameters~~or ~~that~~to ~~limit~~have ~~the~~a ~~types~~controlling ~~and~~interest ~~degree~~in ofsuch entities. ~~market~~In ~~risk~~determining ~~that~~whether ~~may~~we behave ~~undertaken. With~~a ~~regard~~controlling tointerest ~~variable~~in ~~rate~~an ~~financing,~~entity ~~the~~and ~~advisor~~are ~~will~~required ~~assess~~to ~~our~~consolidate ~~interest~~the ~~rate~~accounts ~~cash~~of ~~flow~~that ~~risk~~entity, bywe ~~continually~~will ~~identifying~~consider ~~and~~factors ~~monitoring~~such ~~changes~~as inownership interest, ~~rate~~board ~~exposures~~representation, ~~that~~management ~~may~~representation, ~~adversely~~authority to ~~impact~~make ~~expected~~decisions, ~~future~~and ~~cash~~contractual ~~flows~~ and bysubstantive ~~evaluating hedging~~participating ~~opportunities.~~rights ~~The~~of ~~advisor~~the ~~will~~partners/members ~~maintain~~as ~~risk~~well ~~management~~as ~~control~~whether ~~systems~~the toentity ~~monitor~~is a variable interest ~~rate~~entity ~~cash~~in ~~flow~~which ~~risk~~we ~~attributable~~have the power to ~~both~~direct ~~our~~the ~~outstanding~~activities ~~and~~that ~~forecasted~~most ~~debt~~significantly ~~obligations~~impact asthe entity’s ~~well~~economic asperformance ~~our~~and ~~potential~~the ~~offsetting~~obligation ~~hedge~~to ~~positions.~~absorb ~~While this~~losses ~~hedging~~of ~~strategy~~the ~~will~~entity that could potentially be ~~designed~~significant to ~~minimize~~ the ~~impact~~entity onor ~~our~~the ~~net~~right ~~income~~to ~~and~~receive ~~funds~~benefits from ~~operations~~the ~~from~~entity ~~changes~~that incould ~~interest~~potentially ~~rates,~~be ~~the~~significant ~~overall~~to ~~returns~~the onentity. ~~your~~The accounting ~~investment~~standards ~~may~~require beassessments ~~reduced.~~at ~~Our~~each ~~board~~reporting period of ~~directors~~which ~~has~~party ~~not~~within ~~yet~~the ~~established~~variable ~~policies and~~interest ~~procedures~~entity ~~regarding~~is ~~our~~considered ~~use~~the ofprimary ~~derivative~~beneficiary ~~financial~~and ~~instruments~~requires ~~for~~disclosures ~~hedging~~related orto ~~other~~variable ~~purposes~~interest entities.

~~Item~~Derivative 4.Instruments ~~Controls~~ and ~~Procedures~~Hedging Activities

~~(a)~~We ~~Under~~record ~~the~~all ~~direction~~derivative ofinstruments ~~our~~at ~~Chief~~fair ~~Executive~~value. ~~Officer~~Accounting ~~(Principal~~for ~~Executive~~changes ~~Officer)~~in ~~and Chief Financial Officer (Principal Financial Officer), we evaluated~~ the ~~effectiveness~~fair value of ~~our~~derivative ~~disclosure~~instruments ~~controls and~~depends ~~procedures~~on ~~(as such term is defined in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Securities~~intended ~~Exchange~~use ~~Act~~ of ~~1934, as amended (“~~the ~~“Exchange~~derivative ~~Act”))~~instrument asand of the ~~end~~designation of the derivative ~~period covered by this report~~instrument. ~~Our~~Derivative ~~disclosure~~instruments ~~controls~~used ~~and procedures~~to ~~are~~hedge ~~designed~~exposure to ~~provide~~changes ~~reasonable~~in ~~assurance~~the ~~that~~fair ~~information~~value isof ~~recorded~~an asset, ~~processed~~liability, ~~summarized~~or ~~and~~firm ~~reported~~commitments ~~accurately~~attributable ~~and~~to on a ~~timely~~particular ~~basis.~~risk, ~~Because~~such ofas ~~the~~interest ~~inherent~~rate ~~limitations in all control systems~~risk, noare ~~evaluation~~considered of“fair ~~controls can~~value” ~~provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving failure of persons within FundCore Institutional Income Trust Inc~~hedges. orDerivative ~~its~~instruments ~~affiliates~~used to ~~disclose~~hedge ~~material~~exposure ~~information otherwise required~~ to bevariability ~~set forth~~ in ~~our~~expected ~~periodic~~future ~~reports.~~cash ~~Based on this evaluation~~flows, ~~our~~such ~~Chief~~as ~~Executive~~future ~~Officer~~interest ~~and Chief Financial Officer have concluded that~~payments, asor ofother ~~the~~types ~~end~~ of ~~such~~forecasted ~~period~~transactions, ~~our disclosure controls and procedures~~ are ~~effective~~considered at“cash ~~the reasonable~~flow” ~~assurance level~~hedges.

~~(b)~~For ~~Changes~~derivative ininstruments ~~Internal~~that ~~Control~~are ~~over~~designated ~~Financial~~as ~~Reporting.~~fair ~~There~~value ~~have~~hedges ~~not~~and ~~been~~that ~~any~~qualify for hedge accounting treatment, changes in ~~our~~fair ~~internal~~value ~~control~~will ~~over~~be ~~financial~~recorded ~~reporting~~in (earnings along with the change in the fair value of the hedged item attributable to the risk being hedged. For derivative instruments designated as ~~such~~cash ~~term~~flow ishedges, ~~defined~~the changes in ~~Rules~~fair ~~13a-15(f)~~value ~~and~~of ~~15d-15~~the derivative instrument that effectively offset changes in the expected future cash flows of the forecasted transactions are initially reported as other comprehensive income (floss) ~~under~~in the ~~Exchange~~statement ~~Act),~~of ~~during~~stockholder’s equity until the ~~most~~hedged ~~recent~~forecasted ~~fiscal~~transaction affects ~~quarter~~earnings. toThe ~~which~~ineffective ~~this~~portion ~~report~~of ~~relates~~the ~~that~~change ~~have~~in ~~materially~~value ~~affected~~of a derivative instrument in a cash flow hedge, orif ~~are~~any, ~~reasonably~~is ~~likely~~ charged directly to ~~materially~~earnings ~~affect,~~when ~~our~~the ~~internal~~measurement ~~control~~of ~~over~~hedge ~~financial~~ineffectiveness ~~reporting~~is performed. The change in fair value of derivatives not qualifying for hedge accounting treatment will be recorded through earnings.

14REIT Compliance

~~PART~~In IIorder –to ~~OTHER~~qualify ~~INFORMATION~~as a REIT for tax purposes, we will be required to distribute at least 90% of our REIT taxable income to our stockholders. We must also meet certain asset and income tests, as well as other requirements. We will monitor the business and transactions that may potentially impact our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate income tax rates.

~~Item~~12 ~~6. Exhibits~~

The followingTable exhibits are filed as part of this Quarterly Report on Form 10-Q: Contents

EXHIBIT NUMBER		DESCRIPTION
31.1*		Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010, (ii) Consolidated Statements of Operations for the six months ended June 30, 2011 and 2010, (iii) Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010; and (iv) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text. The information in Exhibit 101 is “furnished” and not “filed”, as provided in Rule 402 of Regulation S-T.

Distributions

*We ~~Filed~~expect ~~herewith~~to pay a monthly distribution based primarily on realized net income and all or a portion of any loan amortization received. We expect to calculate our monthly distributions based upon monthly record dates. We expect to declare and pay our first distribution 45 days after the initial closing. To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income. REIT taxable income is computed without regard to the dividends-paid deduction and excludes net capital gain. Further, REIT taxable income does not necessarily equal net income as calculated in accordance with GAAP. Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant. We may pay distributions from any source, including proceeds from the Offering, borrowings and the sale of assets. Distributions may constitute a return of capital. We have not established a minimum distribution level, and any distributions we make will be at the discretion of our board of directors.

15Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~SIGNATURES~~We may be exposed to interest rate changes primarily as a result of debt used to maintain liquidity and finance our investment portfolio. We may seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use interest rate swaps, caps, floors, or similar hedging or derivative transactions or arrangements, to hedge exposures to changes in interest rates on loans secured by our assets or otherwise. Also, we will be exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

~~Pursuant~~Market torisk is the ~~requirements~~adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the ~~Securities~~types ~~Exchange~~and ~~Act~~degree of ~~1934~~market risk that may be undertaken. With regard to variable rate financing, the ~~registrant~~Advisor ~~has~~will ~~duly~~assess ~~caused~~our ~~this~~interest ~~report~~rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Advisor will maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy will be ~~signed~~designed to minimize the impact on ~~its behalf~~our bynet income and funds from operations from changes in interest rates, the ~~undersigned~~overall ~~thereunto~~returns ~~duly~~on ~~authorized~~your investment may be reduced. Our board of directors has not yet established policies and procedures regarding our use of derivative financial instruments for hedging or other purposes.

	FUNDCORE INSTITUTIONAL INCOME TRUST INC.
August 11, 2011	By:	/S/ STEVEN A. BALL
		Steven A. Ball
		Chief Executive Officer (Principal Executive Officer)
August 11, 2011	By:	/S/ LEE J. TARAGIN
		Lee J. Taragin
		Chief Financial Officer and Chief Operating Officer
		(Principal Financial Officer and Chief Accounting Officer)

Item 4.

Controls and Procedures

16(a) Under the direction of our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the “Exchange Act”)) as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized and reported accurately and on a timely basis. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving failure of persons within FundCore Institutional Income Trust Inc. or its affiliates to disclose material information otherwise required to be set forth in our periodic reports. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), during the most recent fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6.

Exhibits

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:


EXHIBIT NUMBER		DESCRIPTION

31.1*		Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following financial statements, formatted in XBRL: (i) Balance Sheets as of September 30, 2011 and December 31, 2010, (ii) Statements of Operations for the nine months ended September 30, 2011 and 2010, (iii) Statements of Cash Flows for the nine months ended September 30, 2011 and 2010; and (iv) Notes to the Unaudited Consolidated Financial Statements, tagged as blocks of text. In accordance with Rule 406T of Regulation S-T, the information in Exhibit 101 is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	FUNDCORE INSTITUTIONAL INCOME TRUST INC.

November 9, 2011	By:	/s/ STEVEN A. BALL

		Steven A. Ball
		Chief Executive Officer (Principal Executive Officer)

November 9, 2011	By:	/s/ LEE J. TARAGIN

		Lee J. Taragin
		Chief Financial Officer and Chief Operating Officer
		(Principal Financial Officer and Chief Accounting Officer)

Filing Compare · FundCore Institutional Income Trust Inc.