UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 ~~September~~March 3031, ~~2024~~2025

☐ 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 0-17686

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Wisconsin		39-1606834
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1900 W. 75th Street, Suite 100

Prairie Village, KS 66208

(Address of principal executive offices, including zip code)

(816) 421-7444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of ~~November~~August 1112, ~~2024~~2025 the registrant had 46,280.3 units issued and outstanding.

TABLE OF CONTENTS

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

FORM 10-Q

FOR THE PERIOD ENDED ~~SEPTEMBER~~March 3031, ~~2024~~2025

Page PART I. Financial Information Item 1. Financial Statements (unaudited) 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1413 Item 3. Quantitative and Qualitative Disclosure About Market Risk 1815 Item 4. Controls and Procedures 1815 PART II. Other Information Item 1. Legal Proceedings 1916 Item 1A. Risk Factors 1916 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 1916 Item 3. Defaults Upon Senior Securities 1916 Item 4. Mine Safety Disclosures 1916 Item 5. Other Information 1916 Item 6. Exhibits 1916 Signatures 2017

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS

~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
	(unaudited)
PROPERTIES HELD FOR SALE: (Note 3)
INVESTMENT PROPERTIES: (Note 2)
Properties held for sale	$	725,765	$	725,765
Land	$	-	$	-
Buildings		-		-
Accumulated depreciation		-		-
Net investment properties		-		-
Properties held for sale		-		-
OTHER ASSETS:
Cash and cash equivalents		40782,~~898~~336		~~179~~842,~~745~~114
Investments held in Indemnification Trust (Note 7)		390,646		487,947
Investments held in Indemnification Trust (Note 6)		523,959		514,687
Security deposits escrow		~~17,948~~-		1718,~~356~~130
Rents and other receivables		-		~~145,120~~-
Prepaid state income tax		~~10,222~~-		3510,~~118~~222
Deferred closing costs		~~49,053~~-		~~31,291~~-
Prepaid insurance		~~185~~-		~~1,577~~-
Deferred charges, net		~~77,104~~-		~~89,906~~-
Total other assets		~~586~~1,~~055~~306,295		~~988~~1,~~060~~385,153
Total assets	$	1,~~311~~306,~~820~~295	$	1,~~713~~385,~~825~~153

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

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED BALANCE SHEETS

~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024

LIABILITIES AND PARTNERS’ CAPITAL

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	(unaudited)
LIABILITIES:
Accounts payable and accrued expenses	$	1521,~~734~~461		$	617,~~466~~866
Due to General Partner (Note 5)		-			29,048
Due to General Partner (Note 4)		166			166
Accrued state income tax (Note 8)		-			204,872
Distributions payable (Note 7)		231,000			231,000
Distributions payable (Note 8)		-			234,495
Total liabilities		252,628			249,032
Security deposits		17,230			17,230
CONTINGENCIES AND COMMITMENTS (Notes 5 and 6)		-			-
Total liabilities		32,964			492,111
PARTNERS’ CAPITAL: (Notes 1 and 3)
CONTINGENCIES AND COMMITMENTS (Notes 6 and 7)		-			-
PARTNERS’ CAPITAL: (Notes 1 and 4)
General Partner (1993-Present)
Cumulative net income (retained earnings)		~~543~~619,~~924~~384			~~543~~620,~~341~~209
Cumulative cash distributions		(~~233~~269,~~692~~558	)		(~~232~~269,~~466~~558	)
Total general partners’ capital		~~310~~349,~~232~~826			~~310~~350,~~875~~651
Limited Partners (46,280.3 interests outstanding at September 30, 2024 and December 31, 2023)
Limited Partners (46,280.3 interests outstanding at March 31, 2025 and December 31, 2024)
Distributions payable		-			-
Capital contributions		46,280,300			46,280,300
Offering costs		(6,921,832	)		(6,921,832	)
Cumulative net income (retained earnings)		6067,~~214~~684,~~374~~907			6067,~~156~~766,~~589~~535
Cumulative cash distributions		(97105,~~763~~499,~~989~~304	)		(97105,~~763~~499,~~989~~304	)
Total Limited Partners’ capital		1,~~808~~544,~~853~~071			1,~~751~~625,~~068~~699
Former General Partner (1987-1993)
Cumulative net income (retained earnings)		707,513			707,513
Cumulative cash distributions		(1,547,742	)		(1,547,742	)
Total former general partners’ capital		(840,229	)		(840,229	)
Total partners’ capital		1,~~278~~053,~~690~~668			1,~~221~~136,~~714~~121
Total liabilities and partners’ capital	$	1,~~311~~306,~~820~~295		$	1,~~713~~385,~~825~~153

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

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF INCOME

For the Three ~~and Nine~~ Month ~~Periods~~Period Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

	2024			2023			2024		2023
	2025			2024
	Three months ended						~~Nine months ended~~
	September 30,			September 30,			September 30,		September 30,
	March 31,			March 31,
	2024			2023			2024		2023
	2025			2024
	(unaudited)			(unaudited)			~~(unaudited)~~		~~(unaudited)~~
OPERATING REVENUES:
Rental income (Note 3)	$	117,587		$	309,010		$	352,761	$	907,706
Rental income (Note 2)	$	-		$	117,587
TOTAL OPERATING REVENUES		~~117,587~~-		$	~~309~~117,~~010~~587			~~352,761~~		~~907,706~~
EXPENSES:
Partnership management fees (Note 5)		45,000			68,079			135,000		204,237
Partnership management fees (Note 4)		20,000			45,000
Insurance		~~554~~-			~~712~~473			~~1,582~~		~~2,179~~
General and administrative		45,~~881~~731			~~149~~6,~~503~~507			~~20,873~~		~~224,991~~
Advisory Board fees and expenses		750			1,750			~~2,250~~		~~5,250~~
Professional services		2774,~~520~~420			3090,~~506~~317			~~150,593~~		~~123,239~~
Depreciation		-			-			-		-
State income tax refund		(1,427	)		-
Amortization		~~4,267~~-			534,~~781~~267			~~12,801~~		~~83,785~~
TOTAL OPERATING EXPENSES		8299,~~972~~474			~~304~~147,~~331~~314		$	~~323,098~~	$	~~643,681~~
OTHER INCOME
Other interest income		2,271			1,011			28,706		9,010
Other income		-			-
Gain on sale of property		-			4,338,508			0		5,375,213
Other interest income		17,021			25,122
TOTAL OTHER INCOME		2,271			4,339,519			28,706		5,384,223
Gain on sale of property		-			-
NET INCOME	$	36,886		$	4,344,198		$	58,369	$	5,648,248
TOTAL OTHER INCOME		17,021			25,122
NET INCOME ALLOCATED - GENERAL PARTNER	$	369		$	43,442		$	584	$	56,482
NET (LOSS)	$	(82,453	)	$	(4,605	)
NET INCOME ALLOCATED - LIMITED PARTNERS	$	36,517		$	4,300,756		$	57,784	$	5,591,766
NET (LOSS) ALLOCATED - GENERAL PARTNER	$	(825	)	$	(46	)
Based on 46,280.3 interests outstanding: (Basic and diluted)
NET (LOSS) ALLOCATED - LIMITED PARTNERS	$	(81,628	)	$	(4,559	)
NET INCOME PER LIMITED PARTNERSHIP INTEREST	$	0.79		$	92.93		$	1.25	$	120.82
Based on 46,280.3 interests outstanding: (Basic and diluted)
NET (LOSS) PER LIMITED PARTNERSHIP INTEREST	$	(1.76	)	$	(0.10	)

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

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF CASH FLOWS

For the ~~Nine~~Three Month ~~Periods~~Period Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

	September 30, 2024			September 30, 2023
	31-Mar-25			31-Mar-24
	Nine Months Ended
	Three Months Ended
	September 30, 2024			September 30, 2023
	31-Mar-25			31-Mar-24
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	58,369		$	5,648,248
Net (loss)	$	(82,453	)	$	(4,605	)
Adjustments to reconcile net income to net cash from operating activities:
Adjustments to reconcile net (loss) to net cash from operating activities:
Depreciation and amortization		~~12,801~~-			834,~~786~~267
Changes in operating assets and liabilities
Gain on sale of property		-			-
Gain on sale of property		-			(5,375,213	)
Changes in operating assets and liabilities:		-
Decrease in rents and other receivables		~~145,120~~-			~~300~~145,~~314~~120
(Increase) decrease in security deposit escrow		(592	)		13,484
Decrease (increase) in security deposit escrow		18,130			(195	)
Decrease in prepaid insurance		~~1,392~~-			~~2,278~~284
Decrease in prepaid state income taxes		24,897			4,355
(Decrease) increase in accounts payable and accrued expenses		3,595			38,022
(Decrease) increase in accounts payable and accrued expenses		(195,604	)		176,903
(Decrease) Increase in accrued state income tax		-			-
Security deposit refund		-			(21,820	)
Prepaid state income tax		10,222			-
Decrease (Increase) in deferred closing costs		(17,762	)		(50,667	)
Prepaid rent		-			-
Increase in unearned rental income		-			30,801
Deferred closing cost		-			(1,767	)
(Decrease) Increase in due to General Partner		(29,214	)		(2,090	)
Distributions payable		-			-
Net cash from (used in) operating activities		(593	)		810,379
Security deposit refund		-			-
(Decrease) Increase in due to General Partner		-			-
Net cash from operating activities		(50,506	)		181,126
CASH FLOWS PROVIDED FROM INVESTING ACTIVITIES:
Proceeds from sale of Property, net		-			~~6,229,467~~-
Interest applied to Indemnification Trust account		(229,~~699~~272	)		(721,~~808~~373	)
Indemnification Trust account withdrawal		~~120,000~~			-
Net cash provided from investing activities		97(9,~~301~~272	)		6(21,~~221,659~~373	)
CASH FLOWS USED IN FINANCING ACTIVITIES:
CASH FLOWS (USED) IN FINANCING ACTIVITIES:
Cash distributions to Limited Partners		~~(234,495~~-	)		(1234,~~875,001~~495	)
Cash distributions to General Partner		~~(1,060~~-	)		~~(5,848~~-	)
Net cash used in financing activities		~~(235,555~~-	)		(1234,~~880,849~~495	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(138,847	)		5,151,189
NET DECREASE IN CASH AND CASH EQUIVALENTS		(59,778	)		(74,742	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		~~179~~842,~~745~~114			~~171~~179,~~236~~745
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	40782,~~898~~336		$	5105,~~322,425~~003
Supplemental disclosure of cash flow information
Noncash investing activities
Distributions declared, not yet paid	$	166		$	51,~~019,601~~109

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

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

CONDENSED STATEMENTS OF PARTNER’S CAPITAL (Unaudited)

For the Three ~~and Nine~~ Month ~~Periods~~Period Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

	Income			Distributions			Total			~~Offering~~ Costs		Income			Distribution			Reallocation			Total			Capital
	General Partner									Limited Partners
										Capital
										Capital Contributions,
	Cumulative			Cumulative						~~Contributions,~~Net of		Cumulative			Cumulative									Total
	Net			Cash						~~Net of~~Offering		Net			Cash									Partners’
	Income			Distributions			Total			~~Offering~~ Costs		Income			Distribution			Reallocation			Total			Capital
BALANCE AT DECEMBER 31, 2024	$	620,209		$	(269,558	)	$	350,651		$	39,358,468	$	67,766,535		$	(105,499,304	)	$	(840,229	)	$	785,470		$	1,136,121
Net (Loss)		(825	)		-			(825	)		-		(81,628	)		-			-			(81,628	)		(82,453	)
Distributions declared																									-
BALANCE AT MARCH 31, 2025	$	619,384		$	(269,558	)	$	349,826		$	39,358,468	$	67,684,907		$	(105,499,304	)	$	(840,229	)	$	703,842		$	1,053,668
BALANCE AT DECEMBER 31, 2023	$	543,341		$	(232,466	)	$	310,875		$	39,358,468	$	60,156,589		$	(97,763,989	)	$	(840,229	)	$	910,839		$	1,221,714
Net Income (Loss)		(46	)		-			(46	)		-		(4,559	)		-			-			(4,559	)		(4,605	)
BALANCE	$	543,341		$	(232,466	)	$	310,875		$	39,358,468	$	60,156,589		$	(97,763,989	)	$	(840,229	)	$	910,839		$	1,221,714
Net (Loss)		(46	)		-			(46	)		-		(4,559	)		-			-			(4,559	)		(4,605	)
Distributions declared		-			(1,109	)		(1,109	)		-		-			-			-			-			(1,109	)
BALANCE AT MARCH 31, 2024	$	543,295		$	(233,575	)	$	309,720		$	39,358,468	$	60,152,030		$	(97,763,989	)	$	(840,229	)	$	906,280		$	1,216,000
Net Income		261			-			261			-		25,828			-			-			25,828			26,089
BALANCE	$	543,295		$	(233,575	)	$	309,720		$	39,358,468	$	60,152,030		$	(97,763,989	)	$	(840,229	)	$	906,280		$	1,216,000
Distributions declared		-			(117	)		(117	)		-		-			-			-			-			(117	)
BALANCE AT JUNE 30, 2024	$	543,556		$	(233,692	)	$	309,864		$	39,358,468	$	60,177,858		$	(97,763,989	)	$	(840,229	)	$	932,108		$	1,241,972
Net Income		369			-			369			-		36,517			-			-			36,517			36,886
Distributions declared		-			(166	)		(166	)		-		-			-			-			-			(166	)
BALANCE AT SEPTEMBER 30, 2024	$	543,925		$	(233,858	)	$	310,067		$	39,358,468	$	60,214,375		$	(97,763,989	)	$	(840,229	)	$	968,625		$	1,278,690
BALANCE AT DECEMBER 31, 2022	$	420,502		$	(175,584	)	$	244,918		$	39,358,468	$	47,995,656		$	(83,352,268	)	$	(840,229	)	$	3,161,627		$	3,406,545
Net Income		11,404			-			11,404			-		1,128,857			-			-			1,128,857			1,140,261
Distributions declared		-			(5,111	)		(5,111	)		-		-			(475,001	)		-			(475,001	)		(480,112	)
BALANCE AT MARCH 31, 2023	$	431,906		$	(180,695	)	$	251,211		$	39,358,468	$	49,124,513		$	(83,827,269	)	$	(840,229	)	$	3,815,483		$	4,066,694
Net Income		1,638			-			1,638			-		162,153			-			-			162,153			163,791
Distributions declared		-			(737	)		(737	)		-		-			(1,250,000	)		-			(1,250,000	)		(1,250,737	)
BALANCE AT JUNE 30, 2023	$	433,544		$	(181,432	)	$	252,112		$	39,358,468	$	49,286,666		$	(85,077,269	)	$	(840,229	)	$	2,727,636		$	2,979,748
BALANCE	$	433,544		$	(181,432	)	$	252,112		$	39,358,468	$	49,286,666		$	(85,077,269	)	$	(840,229	)	$	2,727,636		$	2,979,748
Net Income		43,442			-			43,442			-		4,300,756			-			-			4,300,756			4,344,198
Net Income (Loss)		43,442			-			43,442			-		4,300,756			-			-			4,300,756			4,344,198
Distributions declared		-			(19,601	)		(19,601	)		-		-			(150,000	)		-			(150,000	)		(169,601	)
BALANCE AT SEPTEMBER 30, 2023	$	476,986		$	(201,033	)	$	275,953		$	39,358,468	$	53,587,422		$	(85,227,269	)	$	(840,229	)	$	6,878,392		$	7,154,345
BALANCE	$	476,986		$	(201,033	)	$	275,953		$	39,358,468	$	53,587,422		$	(85,227,269	)	$	(840,229	)	$	6,878,392		$	7,154,345

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

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements. The adjustments made to these condensed statements consist only of normal recurring adjustments. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10-K.

1. ORGANIZATION:

DiVall Insured Income Properties 2 Limited Partnership (the “Partnership”) was formed on November 20, 1987, pursuant to the Uniform Limited Partnership Act of the State of Wisconsin. The initial capital, contributed during 1987, consisted of $300, representing aggregate capital contributions of $200 by the former general partners and $100 by the initial Limited Partner. A subsequent offering of limited partnership interests closed on February 22, 1990, with 46,280.3 units of limited partnership interests (“Interests”) having been sold in that offering, resulting in total proceeds to the Partnership, net of underwriting compensation and other offering costs, of $39,358,468.

The Partnership is ~~continuing~~currently ~~its~~winding ~~orderly~~up ~~liquidation~~its ~~process~~operations per the terms of Partnership Agreement (as defined below) as the Partnership’s term expired November 30, 2023 and at December 31, 2024 no longer owned any real property assets. The Partnership ~~had~~was ~~been~~ in the business of owning and operating its investment portfolio of commercial real estate properties (the “Properties”) since the late 1980’s. The Partnership ~~has~~ sold ~~six~~its ~~Properties in the last two years. The three~~ remaining eight Properties ~~currently~~in ~~owned by~~ the ~~Partnership~~2023 ~~are leased on a triple net basis to,~~ and ~~operated by, franchisees of the International Wendy’s Company under leases with terms through December 31, 2040. As of September 30,~~ 2024, ~~the~~fiscal ~~Partnership owned three Properties, which are all located in South Carolina~~years.

~~The~~During ~~Partnership Agreement (as defined below) provides that~~ the ~~Partnership~~2020 isconsent ~~scheduled~~solicitation ~~to be dissolved on November 30~~process, ~~2023, or earlier upon~~ the ~~prior~~Limited ~~occurrence~~Partners ofapproved ~~any~~two ofseparate ~~the~~amendments ~~following~~to ~~events: (a)~~ the ~~disposition~~Partnership ofAgreement. ~~all~~The ~~its~~amendments served ~~Properties;~~to: (bi) ~~the~~extend ~~written determination by~~ the ~~General~~term ~~Partner,~~of ~~that~~ the Partnership’s ~~assets~~by ~~may~~three ~~constitute “plan assets” for purposes of ERISA;~~ (c3) ~~the~~years ~~agreement of limited partners owning a majority of the outstanding Interests~~ to ~~dissolve~~November ~~the~~30, ~~Partnership;~~2023, orand (dii) ~~the~~permit ~~dissolution, bankruptcy, death, withdrawal, or incapacity of~~ the ~~last remaining~~ General Partner, ~~unless~~to aneffect distributions ~~additional~~at ~~General~~times ~~Partner~~that isit ~~elected~~deems ~~previously~~appropriate, bybut ano ~~majority of~~less ~~the~~often ~~limited~~than ~~partners~~semi-annually.

~~Pursuant~~On toAugust a25, ~~consent~~2023, ~~solicitation~~the ~~that~~General ~~concluded~~Partner onadopted ~~October~~resolutions ~~15,~~(a) ~~2020,~~determining ~~the~~that ~~Partnership~~it ~~solicited~~is ~~and~~in ~~obtained~~ the ~~affirmative~~best ~~consent~~interest of ~~limited partners~~the ~~holding~~Partnership ~~more~~to ~~than~~sell aall or ~~majority~~substantially all of the Partnership’s ~~outstanding~~assets, ~~Interests~~and to(b) ~~authorize~~providing that the General Partner will, toupon ~~sell~~ the ~~Properties~~ ~~prior~~sale toof ~~November~~such 30assets, liquidate ~~2023~~and ifdissolve the ~~General~~Partnership ~~Partner~~in ~~determined~~accordance ~~such~~with ~~sale~~applicable tolaw beand in the ~~best~~terms ~~interest~~ of the Partnership ~~and~~Agreement. In addition, ~~upon~~ the stated ~~sale~~term of ~~all~~the ~~Properties,~~Partnership toended ~~commence~~on anNovember ~~orderly~~30, ~~liquidation~~2023, ~~wind-up~~ and, ~~dissolution~~prior ofto that date the Partnership. Indid ~~connection~~not ~~with~~seek ~~such~~ or obtain the consent, of the limited partners ~~approved~~to aamend ~~resolution~~the ~~granting~~Partnership Agreement to extend the ~~General~~Partnership’s ~~Partner~~term. As a result of the authority toand ~~sell~~authorization provided ~~all~~to orthe ~~substantially~~General ~~all~~Partner, ofand because the Partnership’s ~~assets~~intended ~~prior~~term tolapsed on November 30, 2023, ~~and~~during ~~subsequently~~the ~~liquidate~~fiscal ~~and~~year ended ~~dissolve~~December ~~the Partnership~~31, ~~without~~2023 ~~further~~the ~~approval from~~General Partner caused the ~~limited~~Partnership ~~partners.~~to Ondispose ~~August~~of ~~25,~~five ~~2023,~~of ~~the~~its ~~General~~now ~~Partner~~former ~~adopted~~Properties ~~resolutions~~and ~~determining~~during ~~that~~the itfiscal year isended inDecember 31, 2024 the ~~best~~General ~~interest~~Partner of caused the Partnership to ~~sell~~dispose ~~all~~of orits ~~substantially~~remaining ~~all~~three Properties. Substantially all of the ~~Partnership’s~~net ~~assets,~~proceeds ~~and~~from ~~providing~~these ~~that~~sales ~~the~~were ~~General~~distributed ~~Partner~~to ~~will, upon~~ the ~~sale~~Limited ofPartners ~~such~~in ~~assets,~~2023 ~~liquidate~~ and ~~dissolve~~2024. ~~the~~The Partnership inexpects ~~accordance~~to ~~with~~focus ~~applicable~~on ~~law~~wind-up related ~~and~~activities ~~the~~in ~~terms~~2025, ofsuch ~~the~~as satisfying any remaining Partnership ~~Agreement. During~~obligations, ~~the~~preparing ~~fiscal~~and ~~year~~distributing ~~ended~~requisite ~~December~~tax 31forms and notifications, ~~2023~~and ~~the~~accessing ~~General~~whether ~~Partner~~any ~~caused~~additional ~~the~~ Partnership toassets ~~dispose~~are ofavailable ~~five~~for ofdistribution ~~its~~to ~~now~~the ~~former~~Limited ~~Properties, and~~Partners; ~~thereafter~~as ~~and~~well ~~through~~as ~~the~~distributions ~~quarter~~of ~~ended~~the ~~September~~Indemnification ~~30,~~Trust ~~2024~~to ~~continued~~a toLiquidating ~~pursue~~Trust for the ~~orderly~~ultimate ~~disposition~~benefit of the ~~Partnership’s~~Limited ~~remaining Properties~~Partners.

2. RECENTLY ADOPTED ACCOUNTING PRINCIPLES:

None that would have a significant impact on the Partnership.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

32. ~~PROPERTIES~~INVESTMENT ~~HELD FOR SALE~~PROPERTIES:

~~The~~As ~~total~~of ~~cost~~March of31, 2024, the Partnership owned three Properties, ~~includes~~all ~~the~~of ~~original~~which ~~purchase~~contained ~~price~~were ~~plus~~fully ~~acquisition~~constructed ~~fees~~Wendy’s ~~and~~restaurants. Those ~~other~~remaining ~~capitalized~~Properties ~~costs~~were ~~paid~~all tolocated anin ~~affiliate~~ South Carolina. Each of ~~the~~those ~~former~~Properties ~~general~~were ~~partners~~sold in the fourth quarter of fiscal 2024, and therefore the Partnership did not own any Properties as of December 31, 2024 or March 31, 2025.

~~As of September 30, 2024, the Partnership owned three Properties, all of which contained fully constructed Wendy’s restaurants~~3. ~~The~~ ~~Properties~~PARTNERSHIP ~~are all located in South Carolina and are included in Properties held for sale.~~AGREEMENT:

Properties Held for Sale

The Martintown Rd. Property in North Augusta, SC was listed for sale on December 22, 2021 and the listing contract expired in 2023. The Property was sold without agency directly to the tenant on March 31, 2023.

The remaining three Wendy’s Properties were listed for sale on July 12, 2023.

The components of the properties held for sale in the condensed balance sheets as of September 30, 2024 and December 31, 2023 are outlined below:

SCHEDULE OF PROPERTY HELD FOR SALE

	September 30,			December 31,
	2024			2023
Balance Sheet:
Land	$	725,765		$	725,765
Building		1,810,991			1,810,991
Accumulated Depreciation		(1,810,991	)		(1,810,991	)
Properties held for sale	$	725,765		$	725,765

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

4. PARTNERSHIP AGREEMENT:

The Limited Partnership Agreement, as amended from time to time (collectively, the “Partnership Agreement”) was amended, effective as of October 20, 2020, to extend the term of the Partnership to November 30, 2023, or until dissolution prior thereto pursuant to the consent of the majority of the outstanding limited partnership interests.

Under the terms of the Partnership Agreement, net profits or losses from operations are allocated 99% to the limited partners and 1% to the current General Partner. The agreement also provided for distributions from Net Cash Receipts, as defined, to be made 99% to limited partners and 1% to the current General Partner, provided that quarterly distributions are cumulative and are not to be made to the current General Partner unless and until each limited partner has received a distribution from Net Cash Receipts in an amount equal to 10% per annum, cumulative simple return on his or her Adjusted Original Capital, as defined, from the Return Calculation Date, as defined, except to the extent needed by the General Partner to pay its federal and state income taxes on the income allocated to it attributable to such year.

The provisions regarding distribution of Net Proceeds, as defined, provide that Net Proceeds are to be distributed as follows: (a) to the limited partners, an amount equal to 100% of their Adjusted Original Capital; (b) then, to the limited partners, an amount necessary to provide each limited partner a liquidation preference equal to a 13.5% per annum, cumulative simple return on Adjusted Original Capital from the Return Calculation Date including in the calculation of such return on all prior distributions of Net Cash Receipts and any prior distributions of Net Proceeds under this clause, except to the extent needed by the General Partner to pay its federal and state income tax on the income allocated to it attributable to such year; and (c) then, to ~~limited~~Limited ~~partners~~Partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution.

During the 2020 consent solicitation process, the Limited Partners approved two separate amendments to the Partnership Agreement. The amendments served to: (i) extend the term of the Partnership by three (3) years to November 30, 2023, and (ii) permit the General Partner to effect distributions at times that it deems appropriate, but no less often than semi-annually.

10On August 25, 2023, the General Partner adopted resolutions (a) determining that it is in the best interest of the Partnership to sell all or substantially all of the Partnership’s assets, and (b) providing that the General Partner will, upon the sale of such assets, liquidate and dissolve the Partnership in accordance with applicable law and the terms of the Partnership Agreement. In addition, the stated term of the Partnership ended on November 30, 2023, and, prior to that date the Partnership did not seek or obtain the consent of the limited partners to amend the Partnership Agreement to extend the Partnership’s term. As a result of the authority and authorization provided to the General Partner, and because the Partnership’s intended term lapsed on November 30, 2023, during the fiscal year ended December 31, 2023 the General Partner caused the Partnership to dispose of five of its now former Properties and during the fiscal year ended December 31, 2024 the General Partner caused the Partnership to dispose of its remaining three Properties. Substantially all of the net proceeds from these sales were distributed to the Limited Partners in 2023 and 2024. The Partnership expects to focus on wind-up related activities in 2025, such as satisfying any remaining Partnership obligations, preparing and distributing requisite tax forms and notifications, and accessing whether any additional Partnership assets are available for distribution to the Limited Partners; as well as distributions of the Indemnification Trust to a Liquidating Trust for the ultimate benefit of the Limited Partners.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

54. TRANSACTIONS WITH GENERAL PARTNER AND ITS AFFILIATES:

Pursuant to the terms of the Permanent Manager Agreement (“PMA”) executed in 1993 and renewed for an additional two-year term as of January 1, ~~2023~~2025, the General Partner receives a base fee (the “Base Fee”) for managing the Partnership equal to four percent of gross receipts, subject initially to a minimum annual Base Fee. The PMA also provides that the Partnership is responsible for reimbursement of the General Partner for office rent and related office overhead (“Expenses”) up to an initial annual maximum of $13,250. Both the Base Fee and Expenses reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2021, the General Partner elected to roll back the last five years of CPI increases to their 2016 level and suspend any future CPI adjustments for the base fee. Therefore, the minimum Base Fee was $272,316 annually in 2023. In addition, the maximum annual Expenses reimbursement remained at $23,256 and any potential future CPI adjustments had been suspended. Effective January 1, 2024, Management ~~has~~ elected to ~~reduce~~ reduce the Base Fee ~~from $22,693 per month~~ to $15180,000 per ~~month~~year. ~~for~~And, ~~the~~subsequent ~~first~~to ~~nine~~January ~~months~~1, of2025, ~~2024.~~ Management ~~intends~~elected to ~~continue to~~ reduce the Base Fee asto ~~the~~$90,000 ~~liquidation~~per ~~and wind down process continues~~year. The annual Expense reimbursement was also reduced from $1,938 per month to $1,500 per month for calendar ~~year~~years 2024 and 2025. The General Partner continues to evaluate these costs in light of the winding up of the Partnership ~~and liquidation of its assets~~.

~~For~~Amounts ~~purposes~~paid ofand/or ~~computing~~accrued ~~the 4% overall fee paid~~ to the General Partner, ~~gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners~~ and ~~their~~its affiliates. ~~The~~for ~~fee received by~~ the ~~General~~three-month ~~Partner~~periods ~~from~~ended ~~the~~March ~~Partnership on~~31, ~~any~~2025 ~~amounts~~and ~~recovered~~2024 ~~reduce~~are ~~the~~as ~~four percent minimum fee by that same amount.~~follows:

Amounts paid and/or accrued to the General Partner and its affiliates for the three-month periods ended September 30, 2024 and 2023 are as follows:

	Incurred for the		Incurred for the		~~Incurred for the~~		~~Incurred for the~~
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	Year Ended		Year Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
	31-Mar-25		31-Mar-24
	(unaudited)		(unaudited)		~~(unaudited)~~		~~(unaudited)~~
General Partner
Management fees	$	4520,000	$	6845,~~079~~000	$	~~135,000~~	$	~~204,237~~
Overhead allowance		4,500		54,~~814~~500		~~13,500~~		~~17,442~~
Leasing commissions		-		93,636		-		124,649
Reimbursement for out-of-pocket expenses		-		-
Reimbursement for out-of-pocket expenses		-		-		2,500		2,500
Cash distribution		-		1,109
Cash distribution		166		19,601		1,392		25,449
Amounts paid and/or accrued to the General Partner	$	24,500	$	50,609
Amounts paid and/or accrued to the General Partner	$	49,666	$	187,130	$	152,392	$	374,277

At ~~September~~each 30of March 31, ~~2024~~2025 and December 31, ~~2023~~2024, $0166 ~~and $29,048, respectively,~~ was payable to the General Partner.

11As of March 31, 2025, Jesse Small, an Advisory Board Member, beneficially owned greater than ten percent of the Partnership’s outstanding limited partnership interests. Amounts paid to Mr. Small for his services as a member of the Advisory Board for the three-month period ended March 31, 2025 and 2024 are as follows:

Three Month

Period ended

March 31, 2025

Three Month

Period ended

March 31, 2024

(Unaudited)

Advisory Board Fees paid

375

At March 31, 2025 and December 31, 2024, there were no outstanding Advisory Board fees accrued and payable to Mr. Small. Subsequent to March 31, 2025, the Advisory Board was disbanded after consultation with its remaining members.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~As of September 30, 2024, Jesse Small, an Advisory Board Member, beneficially owned greater than ten percent of the Partnership’s outstanding limited partnership interests~~5. ~~Amounts paid to Mr. Small for his services as a member of the Advisory Board for the three~~ ~~and~~CONTINGENT ~~nine month periods ended September 30, 2024 and 2023 are as follows~~LIABILITIES:

~~SCHEDULE~~According to OFthe ~~ADVISORY~~Partnership ~~BOARD~~Agreement, ~~FEES~~TPG, ~~PAID~~as TOGeneral ~~JESSE~~Partner ~~SMALL~~of the Partnership, may receive a disposition fee not to exceed three percent of the contract price on the sale of the properties of the Partnership and two affiliated publicly registered limited partnerships, DiVall Insured Income Fund Limited Partnership (“DiVall 1”), which was dissolved December 1998, and DiVall Income Properties 3 Limited Partnership, which was dissolved in December 2003 (“DiVall 3”), and together with the Partnership and DiVall 1, the “three original partnerships”). In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships; whereby the three original partnerships recorded the recoveries as income. After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of March 31, 2025, TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved.

	Three Month Period ended September 30, 2024		Three Month Period ended September 30, 2023		Nine Month Period ended September 30, 2024		Nine Month Period ended September 30, 2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Advisory Board Fees paid	$	375	$	875	$	1,125	$	2,625

6. PMA INDEMNIFICATION TRUST:

AtThe ~~September~~PMA 30provides that TPG will be indemnified from any claims or expenses arising out of, ~~2024~~or ~~and~~relating ~~December~~to, TPG serving in the capacity of general partner or as substitute general partner, so long as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the Partnership fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which would not be subject to the claims of the Partnership’s creditors. An Indemnification Trust (the “Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets. Funds are invested in U.S. Treasury securities. In addition, since inception of the Trust a total of $273,959 of interest earnings has been credited to the Trust as of March 31, ~~2023~~2025. ~~there~~The ~~were~~rights of TPG to the Trust shall be terminated upon the earliest to occur of the following events: (i) the written release by TPG of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against TPG and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that TPG shall have no ~~outstanding~~liability ~~Advisory~~to ~~Board~~any ~~fees~~person ~~accrued~~with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership. Alternatively, the General Partner may settle with the Partnership, with any such settlement to be submitted to, and ~~payable~~approved through a Limited Partner consent solicitation, whereby the General Partner would assume all future exposures in exchange for a distribution of a portion of the undistributed, but taxed, General Partner taxable earnings to ~~Jesse~~facilitate acceleration ~~Small~~of the Partnership wind-up and allow for a final distribution to Limited Partners.

~~6. CONTINGENT LIABILITIES:~~11

According to the Partnership Agreement, TPG, as General Partner of the Partnership, may receive a disposition fee not to exceed three percent of the contract price on the sale of the properties of the Partnership and two affiliated publicly registered limited partnerships, DiVall Insured Income Fund Limited Partnership (“DiVall 1”), which was dissolved December 1998, and DiVall Income Properties 3 Limited Partnership, which was dissolved in December 2003 (“DiVall 3”), and together with the Partnership and DiVall 1, the “three original partnerships”). In addition, fifty percent of all such disposition fees earned by TPG were to be escrowed until the aggregate amount of recovery of the funds misappropriated from the three original partnerships by the former general partners was greater than $4,500,000. Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously escrowed amounts would be paid to TPG. At such time as the recovery exceeded $6,000,000 in the aggregate, the remaining escrowed disposition fees were to be paid to TPG. If such levels of recovery were not achieved, TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow, fifty percent of all such disposition fees previously discussed were paid directly to a restoration account and then distributed among the three original partnerships; whereby the three original partnerships recorded the recoveries as income. After the recovery level of $4,500,000 was exceeded, fifty percent of the total disposition fee amount paid to the three original partnerships recovery through the restoration account (in lieu of the disposition fee escrow) was refunded to TPG during March 1996. The remaining fifty percent amount allocated to the Partnership through the restoration account, and which was previously reflected as Partnership recovery income, may be owed to TPG if the $6,000,000 recovery level is met. As of September 30, 2024, TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved.

7. PMA INDEMNIFICATION TRUST:

The PMA provides that TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving in the capacity of general partner or as substitute general partner, so long as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the Partnership fund this indemnification obligation by establishing a reserve of up to $250,000 of Partnership assets which would not be subject to the claims of the Partnership’s creditors. An Indemnification Trust (the “Trust”) serving such purposes has been established at United Missouri Bank, N.A. The corpus of the Trust has been fully funded with Partnership assets. Funds are invested in U.S. Treasury securities. In addition, $260,646 of interest earnings has been credited to the Trust as of September 30, 2024. The rights of TPG to the Trust shall be terminated upon the earliest to occur of the following events: (i) the written release by TPG of any and all interest in the Trust; (ii) the expiration of the longest statute of limitations relating to a potential claim which might be brought against TPG and which is subject to indemnification; or (iii) a determination by a court of competent jurisdiction that TPG shall have no liability to any person with respect to a claim which is subject to indemnification under the PMA. At such time as the indemnity provisions expire or the full indemnity is paid, any funds remaining in the Trust will revert back to the general funds of the Partnership.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

87. LIMITED PARTNER STATE INCOME TAXES:

For the ~~2023~~2024 tax year, state income taxes ~~were~~will be paid on behalf of the Limited Partners to the ~~states~~state of South Carolina,. ~~Georgia~~These payments will be made payable during the second quarter of 2025 and ~~Ohio~~are reflected on the balance sheet as “distributions payable.”

~~In the state of South Carolina, composite tax was filed and paid on behalf of the Limited Partners in the amount of $204,872~~8. ~~This process~~ ~~has~~FAIR ~~been~~VALUE the normal course for the last several years. South Carolina state law does not allow for the payment of tax via pass-through entity (“PTE”) tax return as many other states do. This tax payment was accrued for GAAP and tax purposes in calendar year 2023.DISCLOSURES:

In the states of Ohio and Georgia, PTE payments were made during the first quarter of 2024 and are reflected on the balance sheet as of December 31, 2023 as distributions payable totaling $234,495.

9. FAIR VALUE DISCLOSURES:

The Partnership has determined the fair value based on hierarchy that gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under the accounting principle are described below:

	Level 1.	Quoted prices in active markets for identical assets or liabilities.

	Level 2.	Quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, and inputs other than quoted prices that are observable for the investment.

	Level 3.	Unobservable inputs for which there is little, if any, market activity for the investment. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation and the use of discounted cash flow models to value the investment.

The fair value hierarchy is based on the lowest level of input that is significant to the fair value measurements. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. The assets held in the indemnification trust account are invested in one year treasury bills which are measured using level 1 fair value inputs.

The Partnership assesses the levels of the investments at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer in accordance with the Partnership’s accounting policy regarding the recognition of transfers between levels of the fair value hierarchy. For the three-month period ended ~~September~~March 3031, ~~2024~~2025 and the ~~year~~ year ended December 31, ~~2023~~2024, there were no such transfers.

109. SUBSEQUENT EVENTS:

Wendy’s – Sam Rittenberg, Charleston, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.9 million. The Property listing went active on July 12, 2023.On March 8, 2024, the Partnership lowered the asking price of the Property to $3,684,866. On July 18, 2024 the Partnership accepted an offer of $3,108,135 as amended July 22, 2024 and the sale closed on October 15, 2024.

Wendy’s – Richland Ave, Aiken, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.4 million. The Property listing went active on July 12, 2023. On July 18, 2024 the Partnership accepted an offer of $3,016,300, as amended July 22, 2024 and the sale closed on October 15, 2024.

Wendy’s – Folly Road, Charleston, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.5 million. The Property listing went active on July 12, 2023. On March 8, 2024, the Partnership lowered the asking price of the Property to $3,341,033.On July 18, 2024 the Partnership accepted an offer of $2,939,098, as amended July 22, 2024 and the sale closed on October 15, 2024.

As a result of these property sales as of October 15, 2024 the Partnership no longer holds any Properties. On October 25, 2024 the Partnership effected a distribution of an aggregate of $7.5 million to its limited partners from the proceeds of the property sales.

We have reviewed all material events through the date of this report in accordance with ASC 855-10.

1312

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

CAUTIONARY STATEMENT

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but are the intent, belief or current expectations of management of the Partnership based on its knowledge and understanding of the business and industry. Words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Examples of forward-looking statements include, but are not limited to, statements we make regarding:

●	our expectations regarding our financial condition, results of operations in future periods, and matters related to the timing to wind-up the Partnership’s operations;

●	our expectations regarding the timing and efforts to satisfy existing or potential Partnership obligations as we wind-up the Partnership;

●	our expectations regarding economic and business conditions and how conditions could impact the wind-up of the Partnership;

●	our decisions and policies with respect to the potential disposition of our remaining assets as we wind-up the Partnership;

●	costs and expenses to complete the wind-up and dissolution of the Partnership;

●	our ability to collect on any remaining obligations owed to the Partnership;

●	any contingent liabilities related to our former Properties or other Partnership matters; and

●	other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

Critical Accounting Policies and Estimates

Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates, including investment impairment. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates, and the difference could be material.

See Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for a discussion of our significant accounting policies.

Investment Properties

Pursuant to a consent solicitation that concluded on October 15, 2020, the Partnership solicited and obtained the affirmative consent of ~~limited~~ limited partners holding more than a majority of the Partnership’s outstanding Interests to authorize the General Partner, to sell or market the Properties prior to November 30, 2023 if the General Partner determined such sale to be in the best interest of the Partnership and, upon the sale of all Properties, to commence an orderly liquidation, wind-up and dissolution of the Partnership. In connection with such consent, the limited partners approved a resolution granting the General Partner the authority to sell all or substantially all of the Partnership’s assets prior to November 30, 2023, and subsequently liquidate and dissolve the Partnership, without further approval from the limited partners.

On August 25, 2023, the General Partner adopted resolutions (a) determining that it is in the best interest of the Partnership to sell ~~all~~ all or substantially all of the Partnership’s assets, and (b) providing that the General Partner will, upon the sale of such assets, liquidate and dissolve the Partnership in accordance with applicable law and the terms of the Partnership Agreement. In addition, the stated term of the Partnership ended on November 30, 2023, and, prior to that date the Partnership did not seek or obtain the consent of the limited partners to amend the Partnership Agreement to extend the Partnership’s term. As a result of the authority and authorization provided to the General Partner, and because the Partnership’s intended term lapsed on November 30, 2023, during the fiscal year ended December 31, 2023 the General Partner caused the Partnership to dispose of five of its now former Properties. During the fiscal year ended December 31, 2024, the Partnership sold its remaining three Properties that were under marketing agreements prior to November 30, 2023. Substantially all of the net proceeds from these sales were distributed to the Limited Partners in 2023 and 2024. The Partnership expects to ~~continue~~focus on wind-up related activities in 2025, such as satisfying toany ~~pursue~~remaining Partnership obligations, preparing and ~~effect~~distributing requisite tax forms and notifications, and accessing whether any additional Partnership assets are available for distribution to the ~~orderly~~Limited ~~disposition~~Partners after evaluating potential claims predominately from unknown exposures that may be arise from matters such as nuisance. The General Partner is pursuing the establishment of a liquidating trust to be funded by the Indemnification Trust, which is controlled by the General Partner; allowing the tolling of applicable statute of limitations for all potential claims (if any) and eliminating certain on-going compliance costs of the Partnership’s ~~remaining~~(such ~~Properties~~as costs associated with filing reports with the SEC).

AsNet of September 30, 2024, the Partnership owned three Properties, all of which feature tenants that are Wendy’s franchisees. The Properties are all located in the state of South Carolina and included in Properties held for sale. Subsequent to September 30, 2024 the Partnership closed on the sale of its final three Properties, and going forward the General Partner intends to continue to the orderly wind-up of the Partnership.Loss

~~Property~~Net ~~taxes,~~loss ~~general~~for ~~maintenance~~the three-month period ended March 31, ~~insurance~~2025 and ~~ground~~2024 ~~rent~~was on$82,453 ~~the~~and ~~Properties~~$4,605, ~~are~~respectively. ~~the~~Net ~~responsibility~~loss ofper limited partnership interest for the ~~tenant~~three-month period ended March 31, 2025 and 2024 was $1.76 ~~However~~and $0.10, ~~when~~respectively. aThe ~~tenant~~increase in net loss for ~~fails~~the tothree ~~make~~months ended March 31, 2025, compared to the ~~required~~net ~~tax~~loss ~~payments~~for orthe ~~when~~prior ayear ~~Property~~period ~~becomes~~is ~~vacant,~~primarily the result of the Partnership owning ~~makes~~no Properties during the ~~appropriate~~2025 ~~property~~period ~~tax~~and ~~payments to~~having ~~avoid~~no ~~possible~~rental ~~foreclosure~~income during the 2025 period as compared to rental income of $117,587 during the ~~Property~~first quarter of 2024.

There were no building improvements capitalized during the three month period ending September 30, 2024.

Net Income

Net income for the three-month periods ended September 30, 2024 and 2023 was $36,886 and $4,344,198, respectively. Net income per limited partnership interest for the three-month periods ended September 30, 2024 and 2023 was $0.79 and $92.93, respectively. Net income for the nine-month periods ended September 30, 2024 and 2023 was $58,369 and $ 5,648,248, respectively. Net income per limited partnership interest for the nine-month periods ended September 30, 2024 and 2023 was $1.25 and $ 120.82, respectively.

The decrease in net income for the three and nine months ended September 30, 2024 when compared to the net income for the prior year periods is primarily the net effect of the sale of the Martintown Road Property on March 31, 2023 (with no corresponding Property sale in the 2024 periods), and lower rental income resulting from the Partnership owning fewer rental Properties (as described below). See paragraphs below for further information as to the primary factors that contributed to the variances in operating income and expense items from the 2023 periods to the 2024 periods.

Results of Operations

~~Three~~Operating Rental Income: Rental income for the three-month period ended ~~September~~March 3031, 2025 and 2024 was $0 and $117,587, asrespectively. During the 2024 period rental income was comprised of monthly lease obligations. The Partnership sold its remaining Properties in the fourth quarter of 2024 and therefore did not generate any rental income during the 2025 period. The lack of operating rental income during the 2025 period was partially offset by a decrease in operating expenses during the 2025 period when compared to the ~~three-month~~2024 period ~~ended~~as ~~September~~generally described ~~30, 2023:~~below.

~~Operating~~General ~~Rental~~and ~~Income~~Administrative Expense: ~~Rental~~General ~~income~~and administrative expenses for the three-month ~~periods~~period ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 ~~was~~were $~~117~~5,~~587~~ 731 and $~~309~~6,~~010~~507, respectively. ~~The~~ ~~rental~~General ~~income~~and ~~was~~administrative expenses were comprised of ~~monthly~~office ~~lease~~overhead ~~obligations.~~expenses, ~~The~~state/city ~~decrease~~registration inand annual ~~rental~~report filing fees, office supplies, printing costs, outside storage expenses, copying costs, postage and shipping expenses, website fees, bank fees and state income tax expenses. The decrease for the quarter ended ~~September~~March 3031, ~~2024~~ 2025 compared to the quarter ended ~~September 30~~March 31, ~~2023~~2024 is due primarily to ~~the~~our ~~loss~~decreased inoperations ~~rents~~and ~~associated~~activities ~~with~~following the ~~five~~divestiture ~~Properties~~of ~~that~~all ~~were~~of ~~sold~~our informer ~~the fourth quarter of 2023~~Properties.

~~General~~Professional ~~and Administrative Expense~~Services: ~~General~~Professional ~~and~~services ~~administrative~~ expenses for the three-month ~~periods~~period ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were $474,~~881~~420 and $~~149~~90,~~503~~317, respectively. Professional ~~General~~services ~~and administrative~~ expenses were primarily comprised of ~~management~~investor ~~expense,~~relations ~~state/city~~data ~~registration and annual report filing fees~~processing, ~~office~~investor ~~supplies,~~mailings ~~printing costs~~processing, ~~outside~~outsourced financial ~~storage expenses~~services, ~~copying costs~~legal, ~~postage~~auditing and ~~shipping~~tax ~~expenses, website~~preparation fees, ~~bank~~and ~~fees~~SEC ~~and~~report ~~state~~conversion ~~income~~and ~~tax~~processing ~~expenses~~fees. The decrease for the quarter ended ~~September~~March 3031, ~~2024~~2025 compared to the quarter ended ~~September~~March 3031, ~~2023~~2024 is due primarily to ~~the~~our ~~reduction~~decreased inuse ~~the~~of ~~management~~outside ~~fee~~financial advisors and ~~overhead~~other ~~allowance,~~professionals asduring ~~well as~~ the ~~change~~2025 inperiod ~~treatment for~~as ~~2023~~our ~~state~~operations ~~income~~are ~~taxes~~limited ~~due~~following ~~for~~ the ~~2023~~divestiture ~~tax~~of ~~year,~~all ~~which~~of ~~were~~our ~~accrued~~Properties ~~during~~and ~~the~~we continue ~~2023~~to ~~tax~~strive ~~year~~to ~~instead~~curtail ofour ~~being~~reliance ~~expensed~~on ~~when~~outside ~~paid as~~service ~~had~~providers ~~been~~as ~~the~~part ~~practice~~of inour ~~prior~~wind-up ~~years~~activities.

Professional Services: Professional services expenses for the three-month periods ended September 30, 2024 and 2023 were $27,520 and $30,506 respectively. Professional services expenses were primarily comprised of investor relations data processing, investor mailings processing, outsourced financial services, legal, auditing and tax preparation fees, and SEC report conversion and processing fees. The decrease for the quarter ended September 30, 2024 compared to the quarter ended September 30, 2023 is due primarily to our decreased use of outside financial advisors and other professionals during the 2024 period as we curtailed our reliance on outside service providers as part of our wind-up activities.14

~~Nine~~Management Fees: Management fee expenses for the three-month period ended ~~September~~March 3031, 2025 and 2024 were $20,000 asand ~~compared~~$45,000, respectively. The decrease quarter over quarter was primarily the result of the General Partner electing to decrease the ~~nine-month~~management ~~period~~fee ~~ended~~payable ~~September~~to ~~30,~~the General ~~2023:~~Partner during the 2025 calendar year.

Income from operations for the nine-month periods ended September 30, 2024 and 2023 were $58,369 and $5,648,248 respectively. The 2023 period included the sale of one Property during that period, whereas there were no Property sales during the nine months ended September 30, 2024.

Operating Rental Income: Rental income for the nine-month periods ended September 30, 2024 and 2023 was $352,761 and $907,706, respectively. The rental income was comprised of monthly lease obligations. The decrease from the 2023 period to the 2024 period is due to the loss in rents associated with the five Properties that were sold during calendar year 2023 after September 30, 2023.

General and Administrative Expense: General and administrative expenses for the nine-month periods ended September 30, 2024 and 2023 were $20,873 and $ 224,991, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, office supplies, printing costs, outside storage expenses, copying costs, postage and shipping expenses, website fees, bank fees, and state income tax expenses. The decrease for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 is due primarily to the reduction in the management fee and overhead allowance, as well as the change in treatment for 2023 state income taxes due for the 2023 tax year, which were accrued during the 2023 tax year instead of being expensed when paid as had been the practice in prior years.

Professional services: Professional services expenses for the nine-month periods ended September 30, 2024 and 2023 were $150,593 and $123,239, respectively. Professional services expenses were primarily comprised of investor relations data processing, investor mailings processing, outsourced financial services, legal, auditing and tax preparation fees, and SEC report conversion and processing fees. The increase for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 is due primarily to an increase in outsourced financial services fees upon reclassification from management fees in accordance with the Partnership Agreement, as amended.

Cash Flow Analysis

Net cash flows from operating activities for the ~~nine~~three-month ~~periods~~period ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were $(~~593~~50,506) and $~~810~~181,~~379~~126, respectively. The decrease is attributed primarily to ~~lower~~the net ~~income~~loss ~~(net of the gain on the sale of property~~ during the ~~2023~~2025 period~~) during~~ ~~the~~compared ~~2024~~to ~~period~~net ~~versus~~income ~~the~~realized ~~2023 period~~ in ~~addition to~~ the ~~state~~prior ~~income~~year ~~tax payments to Ohio, South Carolina and Georgia totaling~~period ~~$441,588~~when in the ~~first~~Partnership ~~quarter~~owned ~~attributable~~and toleased ~~2023~~three ~~income~~Properties.

16Cash flows used in investing activities for the three-month period ended March 31, 2025 and 2024 were $(9,272) and $(21,373), respectively.

~~Cash~~For ~~flows provided from investing activities for~~ the ~~nine~~three-month ~~periods~~period ended ~~September~~March 3031, ~~2024 and 2023 were $97~~2025,~~301~~ ~~and $6,221,659, respectively. The 2024 amount represents~~ the ~~net~~Partnership ofdid ~~interest~~not ~~earned~~have onany ~~the~~cash ~~indemnification~~flows ~~trust~~from ~~account~~or ~~offset~~used byin afinancing ~~withdrawal~~activities, whereas ~~from~~during the ~~indemnification trust~~2024 toperiod ~~support~~it ~~state~~had ~~income~~net ~~tax~~cash ~~payments~~used ~~made~~in onfinancing ~~behalf~~activities of ~~Limited~~$234,495 ~~Partners.~~resulting ~~The~~from ~~2023~~in-kind ~~amount~~state ~~represents~~income ~~the~~tax distributions ~~proceeds~~made ~~from~~for the ~~sale~~ benefit of ~~the~~Limited ~~Partnership’s~~Partners ~~former~~during ~~Martintown Road property~~ that ~~was sold during the 2023~~ period ~~offset partially by interest earned on the indemnification trust account~~.

For the nine-month period ended September 30, 2024, cash flows used in financing activities was $235,555 and consisted of aggregate limited partner distributions of $234,495 and general partner distributions of $1,060.

For the nine-month period ended September 30, 2023, cash flows used in financing activities was $1,880,849 and consisted of aggregate limited partner distributions of $1,875,001, and general partner distributions of $5,848.

Liquidity and Capital Resources

The Partnership’s cash and cash equivalent balance was $40782,~~898~~336 at ~~September~~March 3031, ~~2024~~2025. This balance represents amounts deemed necessary to allow the Partnership to operate normally and continue its wind-up activities.

The Partnership’s principal demands for ~~liquidity~~funds ~~are~~historically ~~expected~~have tobeen ~~continue to be,~~ for the payment of ~~operating~~ expenses, ~~assumption of~~attendant ~~Limited~~to ~~Partner~~the ~~state~~ownership ~~income~~of real ~~taxes~~property assets, Partnership administration and distributions to ~~Limited~~limited ~~Partners~~partners. ~~Management~~During ~~anticipates~~2024, ~~that~~after ~~cash~~the ~~generated~~sale ~~through~~of ~~the~~its ~~sales~~remaining ofthree Properties ~~will primarily provide~~ the ~~sources for future~~ Partnership ~~liquidity~~distributed ~~and~~substantially ~~limited~~all ~~partner~~of ~~distributions.~~the ~~The~~net ~~two~~sale ~~primary liquidity~~proceeds ~~risks~~to in the ~~absence~~Limited ofPartners. ~~mortgage~~The ~~debt~~Partnership ~~with~~has retained ~~respect~~limited assets to ~~the~~administer ~~liquidating~~its ~~operations~~remaining ofwind-up ~~the~~activities, ~~Properties~~ and ~~their~~after ~~eventual~~satisfying ~~sale, are~~ the Partnership’s ~~inability to collect rent receivables and completing anticipated sales of the~~ remaining ~~Properties. The amount~~known ofcurrent ~~cash~~obligations ~~to be distributed to our limited partners is determined by~~ the General Partner ~~and~~anticipates ~~is dependent on~~ a ~~number~~distribution ~~of factors, including funds available for payment of operating expenses~~ during ~~liquidation and state income tax payments related to~~ the ~~sales~~third ofor ~~the~~fourth ~~remaining~~quarter ~~Properties~~of ~~in the portfolio~~2025.

As of September 30, 2024, the three owned Properties were 100% leased. In addition, the Partnership collected 100% of its base rent that was owing from current operating tenants for the period ended September 30, 2024 and the fiscal year ended December 31, 2023, which we believe is a good indication of overall tenant quality and stability.

There were no leases set to expire in 2024.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, the Partnership is not required to provide the information required by Item 305 of Regulation S-K.

Item 4. Controls and Procedures

Controls and Procedures

Controls and Procedures:

As of ~~September~~March 3031, ~~2024~~2025 the Partnership’s management, including the persons performing the functions of the Partnership’s principal executive officer and principal financial officer, have concluded that the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report were effective based on the evaluation of these controls and procedures as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act.

Changes in Internal Control over Financial Reporting:

There has been no change in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ending ~~September~~March 3031, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

1815

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this report, there are no material pending legal proceedings to which the Partnership is a party.

Item 1a. Risk Factors

Not Applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Effective January 1, 2025, the Partnership expects to enter into a renewal of the Permanent Manager Agreement originally dated February 8, 1993~~None. By its terms that agreement would expire on December 31, 2024 and the renewal would be entered into for the primary purpose of allowing the General Partner to facilitate the completion of the wind-up of the Partnership.

On October 15, 2024, the Partnership closed on the sale of its final three Properties for cash consideration. In each case the buyer was a third party unrelated to the Partnership. The Property address and the gross sale price for each applicable Property is identified below.

1721 Sam Rittenberg Blvd., Charleston, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.9 million. On March 8, 2024, the Partnership lowered the asking price of the Property to $3,684,866. On July 18, 2024 the Partnership accepted an offer of $3,108,135 as amended July 22, 2024, and the sale closed on October 15, 2024.

1004 Richland Ave. West, Aiken, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.4 million. On July 18, 2024 the Partnership accepted an offer of $3,016,300, as amended July 22, 2024, and the sale closed on October 15, 2024.

343 Folly Road, Charleston, SC

On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. for the sale of the Property with an asking price of $3.5 million. On March 8, 2024, the Partnership lowered the asking price of the Property to $3,341,033. On July 18, 2024 the Partnership accepted an offer of $2,939,098, as amended July 22, 2024, and the sale closed on October 15, 2024.

Item 6. Exhibits

(a)

Listing of Exhibits

	3.1	Certificate of Limited Partnership dated November 20, 1987, filed as Exhibit 3.7 to the Partnership’s Annual Report on Form 10-K filed March 22, 2013, Commission File 0-17686, and incorporated herein by reference.
	4.1	Agreement of Limited Partnership dated as of November 20, 1987, amended as of November 25, 1987, and February 20, 1988, filed as Exhibit 3A to Amendment No. 1 to the Partnership’s Registration Statement on Form S-11 as filed on February 22, 1988, and incorporated herein by reference.
	4.2	Amendments to Amended Agreement of Limited Partnership dated as of June 21, 1988, included as part of Supplement dated August 15, 1988, filed under Rule 424(b)(3), Commission File 0-17686, and incorporated herein by reference.
	4.3.	Amendment to Amended Agreement of Limited Partnership dated as of February 8, 1993, filed as Exhibit 3.3 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1992, Commission File 0-17686, and incorporated herein by reference.
	4.4	Amendment to Amended Agreement of Limited Partnership dated as of May 26, 1993, filed as Exhibit 3.4 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1993, Commission File 0-17686, and incorporated herein by reference.
	4.5	Amendment to Amended Agreement of Limited Partnership dated as of June 30, 1994, filed as Exhibit 3.5 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1994, Commission File 0-17686, and incorporated herein by reference.
	4.6	Amendment to Amended Agreement of Limited Partnership dated as of November 9, 2009, filed as Exhibit 4.1 to the Partnership’s Quarterly Report on Form 10-Q filed November 12, 2009, Commission File 0-17686, and incorporated herein by reference.
	4.7	Amendment to Amended Agreement of Limited Partnership dated as of October 22, 2020, filed as Exhibit 4.7 to the Partnership’s Quarterly Report on Form 10-Q filed November 13, 2020, Commission File 0-17686, and incorporated herein by reference.
	31.1	Sarbanes-Oxley Section 302 Certification
	32.1	Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
	99.1	Correspondence to the Limited Partners, distributed on or about October 25, 2024.
	101	The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at September 30, 2024 and December 31, 2023, (ii) Unaudited Condensed Statements of Income for the three and nine month periods ended September 30, 2024 and 2023, (iii) Unaudited Condensed Statement of Cash Flows for the nine month periods ended September 30, 2024 and 2023, (iv) Unaudited Condensed Statements of Partners’ Capital for the nine month periods ended September 30, 2024 and 2023, and (v) Notes to the Unaudited Condensed Financial Statements.

	4.4	Amendment to Amended Agreement of Limited Partnership dated as of May 26, 1993, filed as Exhibit 3.4 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1993, Commission File 0-17686, and incorporated herein by reference.

	4.5	Amendment to Amended Agreement of Limited Partnership dated as of June 30, 1994, filed as Exhibit 3.5 to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 1994, Commission File 0-17686, and incorporated herein by reference.

	4.6	Amendment to Amended Agreement of Limited Partnership dated as of November 9, 2009, filed as Exhibit 4.1 to the Partnership’s Quarterly Report on Form 10-Q filed November 12, 2009, Commission File 0-17686, and incorporated herein by reference.

	4.7	Amendment to Amended Agreement of Limited Partnership dated as of October 22, 2020, filed as Exhibit 4.7 to the Partnership’s Quarterly Report on Form 10-Q filed November 13, 2020, Commission File 0-17686, and incorporated herein by reference.

	31.1	Sarbanes-Oxley Section 302 Certification

	32.1	Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.

	101	The following materials from the Partnership’s Quarterly Report on Form 10-Q for the quarter ended, formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Balance Sheets at March 31, 2025 and December 31, 2024, (ii) Unaudited Condensed Statements of Income for the three month period ended March 31, 2025 and 2024, (iii) Unaudited Condensed Statement of Cash Flows for the three month periods ended March 31, 2025 and 2024, (iv) Unaudited Condensed Statements of Partners’ Capital for the three month periods ended March 31, 2025 and 2024, and (v) Notes to the Unaudited Condensed Financial Statements.

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.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
By:	/s/ Bruce A. Provo
	Bruce A. Provo
	(President and Chief Financial Officer, and Duly Authorized Officer of the Partnership)
Date:	November 14, 2024

20Date: August 12, 2025

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