UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

☐ 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 75^th Street, Suite 100 Prairie Village, Kansas 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests

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

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

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 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

The aggregate market value of the voting securities held by non-affiliates of the Registrant: The aggregate market value of limited partnership interests held by non-affiliates is not determinable since there is no public trading market for the limited partnership interests.

As of March 1, ~~2023~~2024 the registrant had 46,280.3 units of limited partnership interests issued and outstanding.

TABLE OF CONTENTS

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2022~~2023

	Page
PART I
Item 1. Business	3
Item 1A. Risk Factors	5
Item 1B. Unresolved Staff Comments	5
Item 1C. Cybersecurity	6
Item 2. Properties	6
Item 3. Legal Proceedings	8
Item 4. Mine Safety Disclosures	8
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6. (Reserved)	9
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	13
Item 8. Financial Statements and Supplementary Data	14
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A. Controls and Procedures	28
Item 9B. Other Information	28
PART III
Item 10. Directors and Executive Officers of the Registrant	29
Item 11. Executive Compensation	30
Item 12. Security Ownership of Certain Beneficial Owners and Management	30
Item 13. Certain Relationships and Related Transactions, and Director Independence	31
Item 14. Principal Accountant Firm Fees and Services	32
PART IV
Item 15. Exhibits, Financial Statement Schedules	33
Item 16. Form 10-K Summary	34
Signatures	37

PART I

Item 1. Business

Background

DiVall Insured Income Properties 2 Limited Partnership (the “Partnership”), is a limited partnership organized under the ~~Wisconsin~~ Wisconsin Uniform Limited Partnership Act pursuant to a Certificate of Limited Partnership dated as of November 20, 1987, and governed by a Limited Partnership Agreement, as amended from time to time (collectively, the “Partnership Agreement”). The Partnership is managed by its general partner, The Provo Group, Inc. (“TPG” or the “General Partner”). As of December 31, ~~2022~~2023, the Partnership had 1,~~041~~092 limited partners owning an aggregate of 46,280.3 units of Limited Partnership Interests (the “Interests”).

The Partnership is engaged in the business of owning and operating its investment portfolio of commercial real estate properties (each a “Property” and collectively, the “Properties”). At December 31, ~~2022~~2023, the Partnership owned 8three Properties, all located in aSouth ~~total of three states~~Carolina.

At December 31, ~~2022~~2023, ~~seven~~all of the ~~eight~~ Properties were (and continue to be) leased to Wendy’s franchisees, with ~~three~~one of the Properties being leased to Wendgusta, LLC (“Wendgusta”), ~~two~~one of the Properties being leased to JAI Hospitality RG, LLC (“JAI Hospitality) and ~~two~~one of the Properties being leased to JAI Augusta, LLC (“JAI Augusta). ~~Operating~~At ~~base rents from these seven leases during the year ended~~ December 31, ~~2022 comprised approximately 90% of the total 2022 operating base rents. During the year ended December 31~~2023, ~~2022,~~all ~~additional~~three ~~percentage~~Properties ~~rents~~ were ~~also generated from these seven Wendy’s Properties and totaled $342,359. Additionally,~~listed ~~those seven Properties exceeded 80% of the Partnership’s total Properties, both by historical asset value~~ and ~~number.~~classified ~~Six~~as ofheld ~~the Properties~~for ~~that are currently leased to Wendy’s franchisees feature lease expiration dates of December 31, 2040~~sale. ~~The other Property that is currently leased to a Wendy’s franchisee feature a lease expiration date of November 6, 2026.~~

See Properties under Item 2 below for the table of all Properties and lease expirations and a discussion of Properties with significant developments during the year ended December 31, ~~2022~~2023.

During the process of leasing the Properties, the Partnership may experience competition from owners and managers of other properties. As a result, in connection with negotiating tenant leases, along with recognizing market conditions, the General Partner may offer rental concessions, or other inducements, which may have an adverse impact on the results of the Partnership’s operations. The Partnership is also in competition with sellers of similar properties who from time to time attempt to locate suitable purchasers for its Properties.

The Partnership Agreement provides that the Partnership is scheduled to be dissolved on November 30, 2023, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all its Properties; (b) the written determination by the General Partner, that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the agreement of limited partners owning a majority of the outstanding Interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last remaining General Partner, unless an additional General Partner is elected previously by a majority of the limited partners.

~~During~~As ~~the~~previously ~~2021~~disclosed ~~consent~~by ~~solicitation~~the ~~process~~Partnership, ~~the~~pursuant ~~Limited~~to ~~Partners~~a ~~approved~~consent solicitation ~~two~~that ~~separate~~concluded ~~amendments~~on toOctober 15, 2020, the Partnership ~~Agreement.~~solicited ~~The~~and ~~amendments served~~obtained ~~to:~~the ~~(i)~~affirmative ~~extend~~consent ~~the~~of ~~term~~limited partners holding more than a majority of the Partnership’s byoutstanding ~~three~~Interests ~~(3)~~to ~~years~~authorize the General Partner, to sell the Properties prior to November 30, 2023, ~~and~~if ~~(ii) permit~~ the General Partner determined such sale to ~~effect distributions~~be atin ~~times~~the ~~that~~best itinterest ~~deems~~of ~~appropriate~~the Partnership and, ~~but~~upon nothe ~~less~~sale ~~often~~of ~~than~~all ~~semi~~Properties, to commence an orderly liquidation, wind-~~annually~~up and dissolution of the Partnership. In ~~addition~~connection with such consent, the ~~Limited~~limited ~~Partners~~partners approved a ~~resolution~~ resolution granting the General Partner the authority to, ~~at any time prior to November 30, 2023,~~ sell all or substantially all of the Partnership’s assets prior to November 30, 2023 and ~~then~~subsequently liquidate and dissolve the Partnership, without further approval from the ~~Limited~~limited ~~Partners~~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 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 expects to continue to pursue the orderly disposition of the Partnership’s remaining Properties.

The Permanent Manager Agreement

The Permanent Manager Agreement (“PMA”) was entered into on February 8, 1993, between the Partnership, DiVall 1 (which was dissolved in December 1998), DiVall 3 (which was dissolved in December 2003), the now former general partners, Gary J. DiVall and Paul E. Magnuson, their controlled affiliates, and TPG, naming TPG as the Permanent Manager. The PMA contains provisions allowing TPG to submit to the PMA, election of TPG as General Partner, and the issue of acceptance of the resignations of the former general partners to a vote of the limited partners through a solicitation of written consents.

TPG, as the General Partner, has been operating and managing the affairs of the Partnership in accordance with the provisions of the PMA and the Partnership Agreement since February 8, 1993.

Effective January 1, 2023, the PMA was renewed by the General Partner for a two-year period ending December 31, 2024. The PMA can be terminated earlier (a) by a vote at any time by a majority interest of the limited partners, (b) upon the dissolution and winding up of the Partnership, (c) upon the entry of an order of a court finding that TPG has engaged in fraud or other like misconduct or has shown itself to be incompetent in carrying out its duties under the Partnership Agreement, or (d) upon 60 days’ written notice from TPG to the limited partners of the Partnership.

Advisory Board

The concept of the Advisory Board was first introduced by TPG during the solicitation of written consents seeking to elect TPG as the General Partner. The first Advisory Board was established in October 1993. Among other functions, the three-person Advisory Board has the following rights and duties: to review operational policies and practices; to review extraordinary transactions; to review internal financial controls and practices; and to review the performance of the independent auditors of the Partnership. The Advisory Board’s powers are advisory only and the Advisory Board does not have the authority to direct management decisions or policies of the Partnership or remove the General Partner. The Advisory Board has full and free access to the Partnership’s books and records, and individual Advisory Board members have the right to communicate directly with the limited partners concerning Partnership business. Members of the Advisory Board are compensated $1,500 annually and $500 for each quarterly meeting attended.

The Advisory Board currently consists of limited partners of the Partnership: Jesse Small and Albert Kramer. For a brief description of each Advisory Board member, refer to Item 10, Directors and Executive Officers of the Registrant.

No Employees; Location of Business Operations

The Partnership has no employees.

All of the Partnership’s business is conducted in the United States.

Available Information

The Partnership is required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, along with any related amendments and supplements to these periodic and current reports. The SEC maintains a website containing these reports and other information regarding our electronic filings at www.sec.gov.

We also make these reports and other information available either on or through our Internet Website at www.divallproperties.com as soon as reasonably practicable after such reports are available. Please note that any internet addresses provided in this Annual Report on Form 10-K are for information purposes only and are not intended to be hyperlinks. Accordingly, no information found and/or provided at such internet addresses is intended or deemed to be incorporated by reference herein.

Item 1A. Risk Factors

The Partnership’s business, the ownership and lease of the Properties, is subject to a variety of risks attendant to the ownership and lease of commercial real property, including risks related to: (i) changes in general economic conditions and macro-economic factors such as effects of interest rate fluctuations, both nationally and in the local markets where the Properties are located, (ii) changes in real estate conditions, including without limitation, decreases in valuations of real properties, increases in property taxes and lack of buyers ~~should~~at times when the Partnership ~~want~~seeks to dispose of a Property, (iviiii) ~~lease-up~~ ~~risks, (v)~~ ability of tenants to fulfill their obligations to the Partnership under existing leases, (viiv) declines in sales for tenants whose leases include a percentage rent component, (~~vii~~v) adverse changes to the restaurant market, including declines in demand, (~~viii~~vi) entrance of competitors to the Partnership’s lessees in markets in which the Properties are located, (ixvii) ~~inability~~the Partnership’s ability to ~~obtain~~realize ~~new~~value for ~~tenants~~Limited Partners upon ~~the~~disposition ~~expiration~~ of ~~existing~~the ~~leases~~Properties, (xviii) the ~~potential~~fact ~~need~~that toreal ~~fund~~property ~~tenant~~assets ~~improvements~~are orgenerally ~~other~~not ~~capital~~readily ~~expenditures~~liquid, ~~out~~and ofthe ~~operating~~risk ~~cash~~that ~~flows, (xi)~~ the Partnership’s ~~ability~~may be unable to ~~realize~~locate ~~value~~suitable purchasers for ~~Limited~~the ~~Partners~~Properties ~~upon~~and ~~disposition~~monetize of the Properties, ~~(xii)~~at ~~adverse~~the ~~effects~~times and on ~~our Properties~~terms and ~~tenants~~conditions ~~caused~~that byare in the ~~COVID-19~~Partnership’s ~~pandemic~~and its limited partners’ best interests, and (~~xiii~~ix) various other factors.

In addition to the general risks identified above, the Partnership is also subject to various cyber security risks, including those generally described below.

Our business operations could be disrupted if our information technology systems fail to perform adequately or are breached.

Information technology serves an important role in the efficient and effective operation of our business. We rely on information technology networks and systems, including the internet, to process, transmit, and store electronic information to manage a variety of business processes and to comply with regulatory, legal, and tax requirements. Our information technology systems and infrastructure are critical to effectively manage our key business processes including finance, administration and other business processes. These technologies enable internal and external communication among our locations, supplies, customers, and others and include the receipt and storage of personal information about our investors and proprietary business information. Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, security breaches, computer viruses, hackers, and other causes. Increased cyber-security threats pose a potential risk to the security and viability of our information technology systems, as well as the confidentiality, integrity, and availability of the data stored on those systems. The failure of our information technology systems to perform as we anticipate could disrupt our business and result in transaction errors, processing inefficiencies, data loss, legal claims or proceedings, regulatory penalties, and the loss of sales and customers. Any interruption of our information technology systems could have operational, reputational, legal and financial impacts that may have a material adverse effect on our business.

A cyber-attack or other information security breach could have a material adverse effect on our operations and result in financial losses.

We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. If we are unable to prevent cyber-attacks and other information security breaches, we may encounter significant disruptions in our operations which could adversely impact our business, financial condition and results of operations or result in the unauthorized disclosure of confidential information. Such breaches may also harm our reputation, result in financial losses or subject us to litigation or other costs or penalties.

Item 1B. Unresolved Staff Comments

None.

Item 2 1C. ~~Properties~~Cybersecurity

~~All~~The Partnership ~~eight~~has ~~Properties~~not ~~are~~adopted ~~leased~~any toformal ~~franchisees~~cybersecurity ofrisk ~~national~~management program or formal processes for assessing, ~~regional~~identifying, and ~~local~~managing ~~fast~~material risks ~~food~~from cybersecurity threats. The General Partner has oversight responsibility for the Partnership’s overall risk management, including ~~family~~cybersecurity ~~style~~risk, and ~~casual/theme~~has ~~restaurants~~not delegated oversight authority for cybersecurity risks to any committee. In fiscal year 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

~~Original~~Item ~~lease terms for the leased Properties are generally five to 20 years from their inception~~2. All leases are triple-net, which require the tenant to pay all property operating costs including maintenance, repairs, utilities, property taxes, and insurance. All of the leases contain percentage rent provisions, which require the tenant to pay a specified percentage (six percent to seven percent) of gross sales above a threshold amount. None of the Properties ~~are mortgaged. The Partnership owns the buildings and land, and all improvements for all the Properties. The Partnership owned the following Properties as of March 1, 2023:~~

Acquisition Date	Property Name & Address	Lessee	Purchase Price (1)		Operating Rental Per Annum		Lease Expiration Date	Renewal Options
12/22/88	Wendy’s (3) 1721 Sam Rittenberg Blvd Charleston, SC	JAI Hospitality RG, LLC	$	596,781	$	166,848	12-31-2040	None
12/22/88	Wendy’s (4) 3013 Peach Orchard Rd Augusta, GA	JAI Augusta, LLC		649,594		188,000	12-31-2040	None
02/21/89	Wendy’s (4) 1901 Whiskey Rd Aiken, SC	Wendgusta, LLC		776,344		210,632	12-31-2040	None
02/21/89	Wendy’s (5) 343 Folly Rd Charleston, SC	JAI Augusta, LLC		528,125		136,000	12-31-2040	None
02/21/89	Wendy’s (3) 361 Hwy 17 Bypass Mount Pleasant, SC	JAI Hospitality RG, LLC		580,938		146,520	12-31-2040	None
03/14/89	Wendy’s (4) 1004 Richland Ave Aiken, SC	Wendgusta, LLC		633,750		167,500	12-31-2040	None
12/29/89	Wendy’s (4) 517 E Martintown Rd N Augusta, SC	Wendgusta, LLC		660,156		87,780	11-6-2026	None
05/31/90	Applebee’s 2770 Brice Rd Columbus, OH	RMH Franchise Corporation		1,434,434		138,000	08-31-2027	(2)
			$	5,860,122	$	1,241,280

All Properties are leased to franchisees of national quick service restaurants.

~~Footnotes~~Original lease terms for the leased Properties are generally five to 20 years from their inception. All leases are triple-net, which require the tenant to pay all property operating costs including maintenance, repairs, utilities, property taxes, and insurance. All of the leases contain percentage rent provisions, which require the tenant to pay a specified percentage (seven percent) of gross sales above a threshold amount. None of the Properties are mortgaged. The Partnership owns the buildings and land, and all improvements for all the Properties. The Partnership owned the following Properties as of March 1, 2024:

(1)	Purchase price includes all costs incurred by the Partnership to acquire the Property.
Acquisition Date		Property Name & Address	Lessee	Purchase Price (1)		Operating Rental Per Annum		Lease Expiration Date	Renewal Options
(2)	The tenant has the option to extend the lease one additional period of five years.
12/22/88		Wendy’s (2) 1721 Sam Rittenberg Blvd Charleston, SC	JAI Hospitality RG, LLC	$	596,781	$	166,848	12-31-2040	None
(3)	Two of the eight Properties owned as of December 31, 2022 were leased to JAI Hospitality. Since more than 80% of the Properties, both by historical asset value and number are leased to Wendy’s franchisees the financial status of the tenant may be considered relevant to investors. At the request of the Partnership, JAI Hospitality provided it with a copy of its internal financial statements for the fiscal years ended January 2, 2022 and January 1, 2023. Those internal financial statements are attached to this Annual Report on Form 10-K as Exhibit 99.2.
02/21/89		Wendy’s (3) 343 Folly Rd Charleston, SC	JAI Augusta, LLC		528,125		136,000	12-31-2040	None
03/14/89		Wendy’s 1004 Richland Ave Aiken, SC	Wendgusta, LLC		633,750		167,500	12-31-2040	None
				$	1,758,656	$	470,348

6Footnotes:

(4)	Three of the eight Properties owned as of December 31, 2022 were leased to Wendgusta. Since more than 80% of the Properties, both by historical asset value and number, are leased to Wendy’s franchisees, the financial status of the tenant may be considered relevant to investors. At the request of the Partnership, Wendgusta provided it with a copy of its reviewed financial statements for the fiscal years ended December 27, 2021 and December 25, 2022. Those reviewed financial statements are attached to this Annual Report on Form 10-K as Exhibit 99.0.
(1)	Purchase price includes all costs incurred by the Partnership to acquire the Property.
(5)	Two of the eight Properties owned by the Partnership as of December 31, 2022 were leased to JAI Augusta. Since more than 80% of the Properties, both by historical asset value and number, are leased to Wendy’s franchisees, the financial status of the tenant may be considered relevant to investors. At the request of the Partnership, JAI Augusta provided it with a copy of its reviewed financial statements for the fiscal years ended January 2, 2022 and January 1, 2023. Those reviewed financial statements are attached to this Annual Report on Form 10-K as Exhibit 99.1.
(2)	This Property, owned as of December 31, 2023 was leased to JAI Hospitality. Since all of the Properties, both by historical asset value and number are leased to Wendy’s franchisees the financial status of the tenant may be considered relevant to investors. At the request of the Partnership, JAI Hospitality provided it with a copy of its internal financial statements for the fiscal years ended January 1, 2023 and December 31, 2023. Those internal financial statements are attached to this Annual Report on Form 10-K as Exhibit 99.2.

~~The following summarizes significant developments during 2022, by Property, for Properties with such developments.~~6

(3) One Property owned by the Partnership as of December 31, 2022 was leased to JAI Augusta. Since all of the Properties, both by historical asset value and number, are leased to Wendy’s – ~~Peach~~franchisees, ~~Orchard~~the ~~Road~~financial status of the tenant may be considered relevant to investors. At the request of the Partnership, JAI Augusta provided it with a copy of its reviewed financial statements for the fiscal years ended January 1, GA2023 ~~Property~~and December 31, 2023. Those reviewed financial statements are attached to this Annual Report on Form 10-K as Exhibit 99.1.

OnThe ~~October~~following ~~30,~~summarizes ~~2022,~~significant ~~the~~developments ~~tenant~~during ~~Wendgusta,~~2022 ~~LLC~~and ~~closed on an asset purchase agreement with JAI Augusta~~2023, ~~LLC~~by ~~to sell substantially all the assets of the tenant and pursuant thereto~~Property, ~~the~~for ~~lease~~Properties ~~was~~with ~~also~~such ~~assigned to JAI Augusta under the same terms and conditions of the lease amendment effected January 1, 2021~~developments.

~~Wendy’s~~Sale –of ~~Highway~~Walton 17Way ~~Bypass, Mt. Pleasant, SC~~Property

On ~~December~~April 1422, ~~2021~~2022, the ~~tenant~~Partnership ~~Wendcharles~~sold Ithe ~~closed~~Property onlocated anat ~~asset~~1730 ~~purchase~~Walton ~~agreement~~Way, ~~with~~Augusta, ~~JAI~~GA ~~Hospitality~~for RG$1,600,000. ~~LLC~~The togain ~~sell~~on ~~substantially all~~ the ~~assets~~sale ~~of the tenant and pursuant thereto, the lease~~ was ~~also assigned to JAI Hospitality under the same terms and conditions~~approximately ~~of the lease amendment effected January~~ $1, ~~2021~~103,000.

7Sale of Martintown Road Property

~~Wendy’s~~On –March ~~Folly~~31, ~~Road~~2023, ~~Charleston~~the Martintown Road Property was sold for $1,350,000. SCThe Partnership received proceeds from the sale of approximately $1.28 million and the gain on the sale was approximately $1 million.

OnSale ~~December 19, 2022, the tenant Wendcharles I, LLC closed on an asset purchase agreement with JAI Augusta, LLC to sell substantially all the assets~~ of ~~the~~Mt. ~~tenant and pursuant thereto~~Pleasant, ~~the~~SC ~~lease was also assigned to JAI Augusta under the same terms and conditions of the lease amendment effected January 1, 2021.~~Property

~~Wendy’s~~On –June ~~Sam~~6, ~~Rittenberg~~2023, ~~Charleston~~the Partnership executed a listing agreement with Matthews Real Estate Investment Services, SCInc. for the sale of the Property with an asking price of $3.2 million. The Property listing went active on July 12, 2023.

On ~~December~~July 1420, ~~2021~~2023, the ~~tenant~~Partnership ~~Wendcharles~~accepted ~~II closed on~~ an ~~asset~~offer ~~purchase~~to ~~agreement~~sell ~~with~~the ~~JAI~~Property ~~Hospitality~~at ~~RG,~~asking ~~LLC~~price. toThe ~~sell~~buyer ~~substantially all~~negotiated ~~the~~a ~~assets~~1-day ofinspection ~~the tenant~~ period and ~~pursuant~~on ~~thereto~~August 31, 2023 the ~~lease~~Partnership ~~was~~sold ~~also~~the ~~assigned~~Property tofor ~~JAI~~$3,212,124. ~~Hospitality~~The ~~under~~gain ~~the~~on ~~same terms and conditions of~~ the ~~lease~~sale ~~amendment~~was ~~effected~~approximately ~~January~~$2.76 ~~1, 2021~~million.

~~Wendy~~Sale of Applebee’s – ~~Walton Way, Augusta, GA~~Property

On April 2211, ~~2022~~2023, the Partnership ~~sold~~signed ~~the~~a ~~property~~listing ~~located~~agreement atto ~~1730~~offer ~~Walton~~its ~~Way,~~Applebee’s ~~Augusta,~~Property GA for a sale price of $~~1,600,000~~2.3 ~~The~~million. ~~gain~~As of onJune 27, 2023, the ~~sale~~tenant ~~was~~waived ~~approximately $1,103,000~~its right of first offer contained in the lease.

~~Wendy’s –~~On ~~Martintown~~July Rd13, ~~N.Augusta~~2023, SCthe Partnership accepted an offer to sell the Property for $2,125,000.

On September ~~December 22~~7, ~~2021~~2023 the ~~Martintown~~ RdPartnership ~~property~~sold ~~was~~the ~~listed~~Property ~~for~~and the gain on the sale was approximately $1.6 million.

~~Other Property Information~~7

~~Property~~Wendy’s ~~taxes,~~– ~~general~~Peach ~~maintenance,~~Orchard ~~insurance and ground rent on the Properties are the responsibility of the respective tenants. However~~Road, ~~when a tenant fails to make the required tax payments or when a property becomes vacant~~Augusta, ~~the~~GA Partnership makes the appropriate property tax payments to avoid possible foreclosure of the property. During a property vacancy, the Partnership pays for insurance and maintenance related to the vacant property.Property

~~Item~~On 3.October ~~Legal~~30, ~~Proceedings~~2022, the tenant Wendgusta, LLC closed on an asset purchase agreement with JAI Augusta, LLC to sell substantially all the assets of the tenant and pursuant thereto, the lease was also assigned to JAI Augusta under the same terms and conditions of the lease amendment effected January 1, 2021.

AsOn ofJune 6, 2023 the ~~date~~Partnership ofexecuted ~~this~~a ~~report~~listing ~~there~~agreement ~~are~~with noMatthews ~~material~~Real ~~pending~~Estate ~~legal~~Investment ~~proceedings~~Services, toInc. ~~which~~for the ~~Partnership~~sale isof athe ~~party~~Property with an asking price of $4.1 million. The Property listing went active on July 12, 2023.

~~Item~~On 4August 7, 2023 the Partnership accepted an offer to sell the Property for $3,822,000. ~~Mine~~The ~~Safety~~sale ~~Disclosures~~closed on November 1, 2023 and the gain was approximately $3.37 million.

~~Not~~Wendy’s ~~applicable.~~– Whiskey Road, Aiken, SC

8On 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 $4.0 million. The Property listing went active on July 12, 2023.

~~PART~~On IIOctober 6, 2023 the Partnership accepted an offer to sell the Property for $3.8 million. The sale closed on November 6, 2023 and the gain was approximately $3.2 million.

~~Item 5. Market for Registrant~~Wendy’s – ~~Common~~Folly ~~Equity~~Road, ~~Related~~Charleston, ~~Stockholder Matters and Issuer Purchases of Equity Securities~~SC

~~(a)~~On December ~~Although from time to time some Interests have been traded~~19, ~~there is no active public market for the Interests~~2022, ~~and it is not anticipated that an active public market for~~ the ~~Interests~~tenant ~~will~~Wendcharles ~~develop. (b) As of March 1~~I, ~~2023,~~LLC ~~there~~closed ~~were~~on ~~1,032~~an ~~record~~asset ~~holders~~purchase ofagreement ~~Interests.~~with ~~(c)~~JAI ~~The Partnership does not pay dividends. However~~Augusta, ~~the~~LLC ~~Partnership Agreement provides for net income and loss of the Partnership~~ to besell ~~allocated~~substantially ~~on a quarterly basis, 99% to~~ all the ~~limited~~assets ~~partners and 1% to the General Partner. The Partnership Agreement provides for the distribution~~ of ~~net cash receipts and net proceeds to~~ the ~~limited~~tenant ~~partners~~ and ~~General~~pursuant ~~Partner at times that the General Partner deems appropriate~~thereto, ~~but no less often than semi-annually, subject to~~ the ~~limitations~~lease onwas ~~distributions~~also toassigned ~~the General Partner described in the Partnership Agreement. See Note 3~~ to ~~the~~JAI ~~financial~~Augusta ~~statements~~under ~~for further information. The Partnership anticipates continuing to make distributions to limited partners and~~ the ~~General~~same ~~Partner in future periods in accordance with the~~ terms ofand ~~the~~conditions ~~Partnership Agreement. (d) The Partnership has no equity compensation plans under which equity securities~~ of the lease ~~Partnership~~amendment ~~have~~effected ~~been~~January ~~issued~~1, ~~or are reserved for issuance~~2021.

~~Item~~On June 6, 2023, the Partnership executed a listing agreement with Matthews Real Estate Investment Services, Inc. ~~(Reserved)~~for the sale of the Property with an asking price of $3.5 million. The Property listing went active on July 12, 2023.

9The Property is held for sale as of December 31, 2023.

~~Item 7. Management~~Wendy’s – ~~Discussion~~Richland ~~and~~Ave, ~~Analysis~~Aiken, ~~of Financial Condition and Results of Operations~~SC

~~CAUTIONARY~~On ~~STATEMENT~~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.

~~This Annual~~The ~~Report~~Property onis ~~Form~~held ~~10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,~~for ~~and~~sale ~~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 ~~the~~December ~~Partnership’s management based on its knowledge and understanding of the business and industry. Words such as “may~~31,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should” and variations of these words and similar expressions are intended to identify forward-looking statements2023. 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~~Wendy’s of– ~~forward-looking~~Sam ~~statements include~~Rittenberg, ~~but are not limited to~~Charleston, ~~statements we make regarding:~~SC

●On June ~~our expectations regarding financial condition or results of operations in any future period; ● our future sources of~~6, ~~and needs for~~2023, ~~liquidity and capital resources; ● our expectations regarding economic and business conditions (both nationally and where~~ the ~~Properties~~Partnership ~~are~~executed ~~located);~~a ●listing ~~our~~agreement ~~business~~with ~~strategies~~Matthews ~~and~~Real ~~our~~Estate ~~ability~~Investment toServices, ~~grow~~Inc. ~~our~~for ~~business; ● our decisions and policies with respect to~~ the ~~potential~~sale ~~retention or disposition~~ of ~~one~~the orProperty with ~~more Properties; ● our ability to find a suitable purchaser for any marketed Properties; ● our ability to agree on~~ an ~~acceptable~~asking ~~purchase~~ price orof ~~contract~~$3.9 ~~terms~~million. ~~for~~The ~~any~~ Property ~~sales;~~listing ●went ~~our~~active ~~ability to collect rents~~ on ~~our~~July ~~leases; ● our ability to maintain relationships with our tenants~~12, ~~and when necessary extend lease terms or identify new tenants; and ● our future capital expenditures~~2023.

~~Critical~~The Property is held for ~~Accounting~~sale ~~Policies~~as ~~and~~of ~~Estimates~~December 31, 2023.

~~The~~Item following discussion and analysis of financial condition and results of operations is based upon the Partnership’s financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)3. ~~The~~ ~~preparation~~Legal of these financial statements requires persons performing the functions of the Partnership’s 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 the General Partner’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.Proceedings

~~The~~As ~~Partnership~~of ~~believes~~the ~~that~~date ~~its~~of ~~most~~this ~~significant~~report ~~accounting~~there ~~policies~~are ~~pertain~~no material pending legal proceedings to: which the Partnership is a party.

~~Depreciation~~Item ~~methods and lives- Depreciation of the properties is provided on a straight-line basis over the estimated useful life of the buildings and improvements~~4. ~~Additionally,~~Mine ~~the~~Safety ~~value of real estate is typically based on market conditions and property performance. As a result, depreciated book value of real estate may not reflect the market value of real estate assets.~~Disclosures

~~Revenue~~Not ~~recognition- Rental revenue from investment properties is recognized on the straight-line basis over the life of the respective lease when collectability is reasonably assured~~applicable. ~~Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease and collectability is reasonably assured.~~

108

~~Impairment-The~~PART Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets of the individual properties. Based on this analysis, if deemed necessary, a provision for possible loss is recognized.II

~~Investment~~Item ~~Properties~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Although from time to time some Interests have been traded, there is no active public market for the Interests, and it is not anticipated that an active public market for the Interests will develop. As of ~~December~~January 311, 2022, the General Partner halted public trading in anticipation of the winding-up and liquidation of the Partnership. ~~owned~~(b) ~~eight~~As ~~Properties~~of March 1, ~~all~~2024, there were 1,092 record holders of ~~which~~Interests. ~~feature~~(c) ~~tenants~~The ~~that~~Partnership ~~are~~does ~~franchisees~~not pay dividends. However, the Partnership Agreement provides for net income and loss of ~~casual~~the ~~restaurants~~Partnership to be allocated on a quarterly basis, 99% to the limited partners and 1% to the General Partner. The ~~following~~Partnership ~~are~~Agreement ~~operated~~provides for the distribution of net cash receipts and net proceeds to the limited partners and General Partner at times that the ~~aforementioned~~General ~~eight~~Partner ~~Properties:~~deems ~~seven~~appropriate, ~~Wendy’s~~but ~~restaurants~~no less often than semi-annually, ~~and~~subject anto ~~Applebee’s~~the ~~restaurant~~limitations on distributions to the General Partner described in the Partnership Agreement. See Note 3 to the financial statements for further information. During the liquidation process, the Partnership will distribute net sales proceeds within 30-60 days of a property closing. (d) The ~~Properties~~Partnership has no equity compensation plans under which equity securities of the Partnership have been issued or are ~~located~~reserved infor aissuance. ~~total~~(e) The Partnership has not conducted sales of ~~three~~unregistered ~~states~~securities during the period covering this Annual Report. (f) The Partnership did not repurchase or redeem any Interests during the 2023 fiscal year.

~~Property~~Item ~~taxes, general maintenance, insurance and ground rent on the Properties are the responsibility of the respective tenants~~6. ~~A more detailed discussion of tax payments, insurance and ground rent is provided in Item 2, and incorporated herein by this reference.~~(Reserved)

~~There were no building improvements capitalized during 2022 or 2021.~~9

~~Further~~Item ~~Information~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

ACAUTIONARY ~~summary of significant developments as of December 31, 2022, by Property, for Properties with such developments, can be found in Item 2, Properties.~~STATEMENT

~~Net~~This ~~Income~~Annual Report on Form 10-K 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 the Partnership’s management 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.

~~Net~~Examples ~~income~~of ~~for~~forward-looking ~~the~~statements ~~fiscal years ended December 31~~include, ~~2022~~but ~~and~~are ~~2021~~not ~~was~~limited $2to,~~069,792~~ ~~and~~statements ~~$1,575,407,~~we ~~respectively.~~make ~~Net income per Limited Partner Interest for the fiscal years ended December 31, 2022 and 2021 was $44.28 and $33.70, respectively.~~regarding:

~~Results~~ ● our expectations regarding our financial condition or results of ~~Operations~~operations in any future period; ● our future sources of, and needs for, liquidity and capital resources; ● our expectations regarding economic and business conditions (both nationally and where the Properties are located); ● our decisions with respect to the potential retention or disposition of our remaining Properties as we wind-up the Partnership; ● our ability to timely find a suitable purchaser for any marketed Properties; ● our ability to agree on an acceptable purchase price or contract terms for any Property sales; ● our ability to collect rents on our leases; ● our ability to maintain relationships with our tenants, and if necessary extend lease terms or identify new tenants; and ● our future capital expenditures.

~~Net~~Critical ~~income~~Accounting ~~for~~Policies ~~the fiscal years ended December 31, 2022~~ and 2021 was $2,069,792 and $1,575,407, respectively. See the paragraphs below for further information as to variances in individual operating income and expense items. We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally that may reasonably be expected to have a material impact, favorable or unfavorable, on Partnership revenues and investment property value.Estimates

~~Fiscal~~The ~~year~~following ~~ended~~discussion ~~December~~and 31analysis of financial condition and results of operations is based upon the Partnership’s financial statements, which ~~2022~~have asbeen ~~compared~~prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires persons performing the functions of the Partnership’s management to ~~fiscal~~make estimates ~~year~~and ~~ended~~assumptions ~~December~~that 31affect the reported amounts of assets, ~~2021:~~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 the General Partner’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.

~~Operating Rental Income: Operating rental income for the fiscal years ended December 31, 2022 and 2021 was $1.611 and $1.753 million, respectively.~~ The ~~rental income was comprised of monthly lease obligations per the tenant leases and percentage rents obligations related to operating~~ ~~tenants~~Partnership ~~who~~believes ~~had~~that ~~reached~~its ~~their~~most ~~sales~~significant ~~breakpoint.~~accounting ~~The~~policies ~~decrease~~pertain ~~in 2022 compared~~ to ~~2021 was due to the lower base rental income and percentage rent due to property sales in each of 2021 and 2022.~~:

11Depreciation methods and lives- Depreciation of the properties is provided on a straight-line basis over the estimated useful life of the buildings and improvements. Additionally, the value of real estate is typically based on market conditions and property performance. As a result, depreciated book value of real estate may not reflect the market value of real estate assets.

~~Management~~Revenue ~~expects~~recognition- ~~total~~Rental ~~base~~revenue ~~operating~~from ~~rental~~investment ~~income~~properties tois berecognized ~~approximately $1,241,280 for the 2023 fiscal year based~~ on ~~operating leases currently in place and does not include rents from properties held for sale. Future operating rental income has~~ the ~~potential~~straight-line tobasis ~~either~~over decrease or increase. Future operating rental income may decrease with a tenant default and/or we may reclassify certain additional properties as properties held for sale. Future operating rental income may also increase with additional rents due from tenants, if those tenants experience increased sales levels, which require the ~~payment~~life of ~~additional rent to~~ the ~~Partnership.~~respective ~~Operating percentage rents included~~lease inwhen ~~operating~~collectability ~~rental~~is ~~income~~reasonably ~~in the fiscal years ended December 31, 2022 and 2021 were $342,359 and $388,701, respectively~~assured. ~~However,~~Percentage ~~the 2021~~rents ~~additional~~are ~~rent~~accrued ~~earned~~only ~~was~~when ~~reduced by a capital improvements rent credit to~~ the tenant ofhas ~~the~~reached ~~Folly Road Property, so,~~ the ~~actual revenue~~sales ~~earned~~breakpoint ~~from 2021 was $366,473, net of the $22,229 rent credit. Management expects percentage rents for the fiscal year ending~~stipulated ~~December 31, 2023 to be about the same as those received~~ in ~~2022 because~~ the ~~same~~lease ~~strong~~and ~~sales~~collectability ~~performance from 2022~~ is ~~expected~~reasonably ~~again in 2023~~assured.

Partnership Management Fees Expense: Partnership management fees expense for the fiscal years ended December 31, 2022 and 2021 were $272,316 and $274,980, respectively. The General Partner receives a fee for managing the Partnership. See Note 5, Transactions with General Partner and Its Affiliates, for further information.10

~~General~~Impairment-The ~~and~~Partnership ~~Administrative~~periodically ~~Expense:~~reviews ~~General~~its ~~and~~long-lived ~~administrative expenses for the fiscal years ended December 31~~assets, ~~2022~~primarily ~~and~~real ~~2021 were $120~~estate,~~470~~ ~~and~~for ~~$66,038,~~impairment ~~respectively.~~whenever ~~General~~events ~~and~~or ~~administrative~~changes ~~expenses~~in ~~were comprised of management expense, state/city~~circumstances ~~registration~~indicate ~~and~~that ~~annual~~the ~~report~~carrying ~~filing~~amount ~~fees,~~of ~~office~~such ~~supplies~~assets ~~and~~may ~~printing~~not ~~costs,~~be ~~outside~~recoverable. ~~storage~~The ~~expenses,~~Partnership’s ~~copy/fax~~review ~~costs,~~involves ~~postage and~~comparing ~~shipping~~current ~~expenses, long-distance telephone expenses, website fees, bank fees~~ and future ~~state income tax expenses. Total~~ operating ~~general~~ ~~and~~performance ~~administrative~~of ~~expenses for~~ the ~~fiscal year ended December 31~~assets, ~~2022 were higher than in~~ the ~~fiscal~~most ~~year~~significant ~~ended December 31, 2021, primarily due to about $50,000 in higher state income tax expense paid on behalf~~ of ~~the~~which ~~limited~~is ~~partners~~undiscounted ~~related to 2021 income. Management expects the total~~ operating ~~general~~cash ~~and administrative expenses for the fiscal year ending December 31~~flows, ~~2023~~ to be ~~higher than for~~ the ~~fiscal~~carrying ~~year ended December 31, 2021 due to an expected increase in state income taxes due for 2022 income as~~value ~~a result~~ of the ~~sale~~assets of the ~~Walton~~individual ~~Way~~properties. ~~property~~Based on this analysis, ~~and~~if ~~2023~~deemed ~~increased~~necessary, ~~quarterly~~a ~~estimated~~provision ~~state~~for ~~income~~possible ~~tax~~loss ~~payments~~is recognized.

~~Professional~~Investment ~~Services:~~Properties ~~Professional services expenses for the fiscal years ended December 31, 2022~~ and ~~2021~~Properties ~~were~~Held $240,302 and $197,792, respectively. Professional service expenses were primarily comprised of investor relations data processing, investor mailings processing, website design, legal, auditing and tax preparation fees, electronic tax filings, and SEC report conversion and processing fees. The General Partner anticipates that total professional services expenses for the fiscal year ending December 31, 2023 will be about $90,000 lower than incurred for the fiscal year ended December 31, 2022. The costs in 2023 are expected to decrease due to switching investor relations firms and the related decrease in contract costs for the new investor relations services firm.Sale

~~Cash~~As ~~Flow~~of ~~Analysis~~December 31, 2023, 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.

~~Net~~Property ~~cash~~taxes, ~~flows~~general ~~provided by operating activities for the fiscal years ended December 31~~maintenance, ~~2022~~insurance and ~~2021~~ground ~~were~~rent ~~$993,976~~on ~~and~~the ~~$1,512,480,~~Properties ~~respectively. Cash~~are ~~flows~~the ~~from~~responsibility ~~operating~~of ~~activities was lower in 2022 primarily due to~~ the ~~increase~~respective intenants. ~~net~~A ~~income~~more ~~year~~detailed discussion ~~over~~of ~~year~~tax ~~offset~~payments, byinsurance ~~the~~and ~~gain on~~ground ~~the~~rent ~~sale~~is ofprovided ~~the~~in ~~Walton~~Item ~~Way~~2, ~~property~~ and ~~the~~incorporated ~~decrease~~herein inby ~~percentage~~this ~~rent receivable year over year~~reference.

~~Depreciation~~There ~~and~~were ~~amortization~~no ~~are~~building ~~non-cash~~improvements ~~items~~capitalized ~~and~~during do2023 ~~not affect the current operating cash flow of the Partnership~~ or ~~distributions to the limited partners~~2022.

~~Cash~~Further flows provided from investing activities for the fiscal years ended December 31, 2022 and 2021 were $1,448,425 and $584,379, respectively. The 2022 amount is largely comprised of proceeds from the sale of the Walton Way property. The 2021 amount is comprised of proceeds from the sale of the Martinez, GA property, offset by a leasing commission paid to the General Partner related to the six Wendy’s leases that were extended thru December 31, 2040 as of January 1, 2021.Information

~~For~~A ~~the~~summary ~~fiscal year ended December 31, 2022, cash flows used in financing activities were $3,237,003 and consisted~~ of ~~aggregate~~significant ~~limited~~developments ~~partner distributions~~as of ~~$3,225,000 and General Partner distributions of $12,003. For the fiscal year ended~~ December 31, ~~2021~~2023, ~~cash~~by ~~flows used in financing activities were $1~~Property,~~203,265~~ ~~and~~for ~~consisted~~Properties ofwith ~~aggregate~~such ~~limited partner distributions of $1~~developments,~~200,000~~ ~~and~~can ~~General Partner distributions of $3,265. Both limited partner and General Partner distributions have been, and will continue to~~ be, ~~made~~found in ~~accordance with the Partnership~~Item ~~Agreement. Management anticipates that aggregate limited partner distributions will be approximately $1~~2,~~000,000~~ ~~during 2023~~Properties.

~~Liquidity~~Net ~~and Capital Resources~~Income

~~The~~Net ~~Partnership’s~~income ~~cash~~for ~~balance~~the ~~was~~fiscal ~~$171,236~~years atended December 31, ~~2022.~~2023 ~~Cash~~and of2022 ~~approximately~~was $3812,~~709~~283,772 isand ~~anticipated~~$2,069,792, torespectively. beNet ~~used~~income inper ~~2023~~Limited ~~for~~Partner Interest for the ~~payment~~fiscal ofyears ~~quarter-end~~ended ~~accrued~~December ~~liabilities~~31, ~~which~~2023 ~~are~~and ~~included~~2022 inwas ~~the~~$262,77 ~~balance~~and ~~sheet~~$44.28, respectively.

12Results of Operations

~~The~~Net ~~Partnership’s~~income ~~principal demands~~ for ~~funds historically have been, and are expected to continue to be, for~~ the ~~payment~~fiscal ofyears ~~operating expenses~~ended ~~and~~December distributions. Management anticipates that cash generated through the operations of the Properties and potential sales of Properties will primarily provide the sources for future liquidity and limited partner distributions. During the process of leasing the Properties31, ~~the~~2023 ~~Partnership may experience competition from owners~~ and ~~managers~~2022 ofwas ~~other similarly situated properties. As a result~~$12, ~~in connection with negotiating tenant leases~~283, ~~along with recognizing market conditions~~772, ~~management~~and ~~may offer rental concessions~~$2, ~~or other inducements~~069,792, ~~which~~respectively. ~~may~~See ~~have an adverse impact on~~ the ~~results~~paragraphs ~~of the Partnership’s operations. The Partnership is also in competition~~below ~~with~~for ~~sellers~~further ofinformation ~~similar~~as ~~properties~~ to ~~locate~~variances ~~suitable purchasers for its Properties. The two primary liquidity risks~~ in ~~the~~individual ~~absence~~operating of mortgage debt are the Partnership’s inability to collect rent receivables and near- term or chronic property vacancies. The amount of cash to be distributed to our limited partners is determined by the General Partner and is dependent on a number of factors, including funds available for payment of distributions, capital expenditures, and taxable income ~~recognition matching, which is primarily attributable to percentage rents~~ and ~~property~~expense ~~sales~~items.

~~As of~~The ~~December~~increase ~~31,~~in ~~2022~~net ~~and~~income ~~2021,~~from ~~the~~2022 ~~Properties~~to ~~were~~2023 ~~100%~~was ~~leased. In addition,~~ the ~~Partnership collected 100% of its base rent due from~~ ~~current~~gain ~~operating~~on ~~tenants for~~ the ~~years~~Properties ~~ended~~sold ~~December~~during ~~31,~~the ~~2022~~calendar ~~and 2021, which we believe is a good indication of overall tenant quality and stability~~year.

~~Seven~~We ~~of the eight Properties~~ are ~~operated~~not asaware ~~Wendy’s fast food restaurants and are franchises~~ of ~~the~~any ~~international~~material ~~Wendy’s~~trends ~~Company. Operating~~or ~~base~~uncertainties, ~~rents~~other ~~from~~than ~~these~~national ~~seven~~economic ~~leases~~conditions ~~comprised~~and ~~approximately~~macro-economic ~~89%~~factors ~~of the total 2022 operating base rents included in operating~~affecting ~~rental~~values ~~income~~ of ~~the~~real ~~Partnership.~~estate ~~During~~generally ~~the~~that ~~year~~may ~~ended~~reasonably ~~December~~be ~~31,~~expected ~~2022,~~to ~~additional~~have ~~percentage~~a ~~rents~~material ~~totaled $342~~impact,~~359,~~ ~~$319,565~~favorable ~~of which~~or ~~were unbilled and were accrued in relation to the Properties operated as Wendy’s restaurants. Therefore~~unfavorable, ~~during~~on ~~2022, the~~ Partnership ~~generated approximately 90% of its total operating~~ revenues ~~from~~and ~~those~~investment ~~seven~~property ~~Properties~~value.

~~Since~~Fiscal ~~the~~year ~~Properties~~ended ~~are~~December ~~leased to restaurant tenants~~31, ~~the~~2023 ~~restaurant~~as ~~market~~compared isto ~~the~~fiscal ~~major~~year ~~market~~ended ~~segment~~December ~~with~~31, a material impact on Partnership operations. The success of customer marketing and the operating effectiveness of the Partnership’s lessees will impact the Partnership’s future operating success in a very competitive restaurant and food service marketplace.2022:

~~Off-Balance~~Operating ~~Sheet~~Rental ~~Arrangements~~Income: Operating rental income for the fiscal years ended December 31, 2023 and 2022 was $1.165 million and $1.611 million, respectively. The rental income was comprised of monthly lease obligations per the tenant leases and percentage rents obligations related to operating tenants who had reached their sales breakpoint. The decrease in 2023 compared to 2022 was due to the lower base rental income and percentage rent due to sales of Properties in each of 2022 and 2023.

The Partnership does not have any off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.11

~~Disposition~~The ~~Policies~~Partnership has begun the wind-up and liquidation process. Management expects to sell the three remaining Properties during calendar year 2024.

InPartnership ~~deciding~~Management ~~whether~~Fees toExpense: ~~sell~~Partnership amanagement ~~Property,~~fees ~~the~~expense ~~General~~for ~~Partner considers factors such as potential capital appreciation or depreciation, market and economic conditions and~~ the ~~general~~fiscal ~~strength~~years ofended ~~the~~December ~~real estate market~~31, ~~cash~~2023 ~~flow~~ and ~~federal~~2022 ~~income~~were ~~tax considerations~~$272, ~~including possible adverse federal income tax consequences to the limited partners~~316. The General Partner ~~may~~receives ~~exercise its discretion as to whether and when to sell~~ a ~~Property,~~fee ~~and~~for ~~there~~managing ~~is no obligation to sell any of~~ the ~~Properties~~Partnership. atSee ~~any~~Note ~~particular time~~5, ~~except~~Transactions ~~upon~~with ~~Partnership dissolution~~General ~~currently~~Partner ~~scheduled~~and ~~for~~Its ~~November 30~~Affiliates, ~~2023~~for further ~~pursuant to the Partnership Agreement~~information.

~~Inflation~~General and Administrative Expense: General and administrative expenses for the fiscal years ended December 31, 2023 and 2022 were $34,558 and $39,842, respectively. General and administrative expenses were comprised of management expense, state/city registration and annual report filing fees, office supplies and printing costs, outside storage expenses, copy/fax costs, postage and shipping expenses, long-distance telephone expenses, website fees, and bank fees. Total operating general and administrative expenses for the fiscal year ended December 31, 2022 were higher than in the fiscal year ended December 31, 2023, primarily due to higher postage, printing and filing fee expenses.

ToState ~~the~~Income ~~extent~~Tax ~~that~~Expense: ~~tenants~~During ~~can~~the ~~pass~~year ~~through~~ended ~~commodity~~December ~~inflation~~31, ~~in their sales prices~~2023, the Partnership ~~will~~began ~~benefit~~accruing ~~from additional percentage rent from increased sales. The majority of~~ the ~~Partnership’s~~estimated ~~leases~~state ~~have~~tax ~~percentage~~due ~~rental~~for ~~clauses. Revenues from operating percentage~~each ~~rentals~~property ~~represented~~sold. ~~21%~~Because offive ~~operating~~Properties ~~rental~~were ~~income~~sold ~~for~~during ~~the fiscal years ended December 31~~2023, ~~2022~~a ~~and~~total ~~2021.~~of If$204,872 ~~however,~~was ~~inflation~~accrued ~~causes sales to decrease, operating margins to deteriorate~~ for ~~lessees,~~payment orof ifstate ~~expenses~~tax ~~grow~~that will ~~faster~~be ~~than~~paid ~~revenues,~~with ~~then,~~the ~~inflation~~state ~~may~~tax ~~well~~returns ~~negatively impact~~filed ~~the~~during ~~portfolio~~Q1 ~~through tenant defaults~~2024.

~~Due~~Professional toServices: Professional services expenses for the ~~“triple-net”~~fiscal ~~nature~~years ended December 31, 2023 and 2022 were $130,889 and $240,302, respectively. Professional service expenses were primarily comprised of ~~the~~investor ~~property~~relations ~~leases~~data processing, ~~asset~~investor ~~values~~mailings ~~generally~~processing, ~~move~~website ~~inversely~~design, legal, ~~with~~auditing ~~interest~~and ~~rates~~tax preparation fees, electronic tax filings, and SEC report conversion and processing fees. The costs in 2023 decreased due to switching investor relations firms and the related decrease in contract costs for the new investor relations services firm.

~~Item~~Cash ~~7A.~~Flow ~~Quantitative and Qualitative Disclosures About Market Risk~~Analysis

~~The~~Net ~~Partnership~~cash isflows ~~not~~provided ~~subject~~by operating activities for the fiscal years ended December 31, 2023 and 2022 were $1,038,074 and $993,976, respectively. Cash flows from operating activities was lower in 2023 primarily due to ~~market~~the ~~risk~~increase asin ~~defined~~net income year over year offset by ~~Item~~the ~~305~~gain on the sale of ~~Regulation~~the ~~S-K~~properties sold and the decrease in percentage rent receivable year over year.

13Depreciation and amortization are non-cash items and do not affect the current operating cash flow of the Partnership or distributions to the limited partners.

~~Item~~Cash 8.flows ~~Financial~~provided ~~Statements~~from investing activities for the fiscal years ended December 31, 2023 and ~~Supplementary~~2022 ~~Data~~were $13,409,990 and $1,448,425 and $584,379, respectively. The 2023 amount is largely comprised of proceeds from the sales of five Properties during 2023. The 2022 amount is largely comprised of proceeds from the sale of the Walton Way Property.

~~DIVALL~~For ~~INSURED~~the ~~INCOME~~fiscal ~~PROPERTIES~~year 2ended ~~LIMITED~~December ~~PARTNERSHIP~~31, 2023, cash flows used in financing activities were $14,439,555 and consisted of aggregate limited partner distributions of $14,411,721 and General Partner distributions of $27,834. For the fiscal year ended December 31, 2022, cash flows used in financing activities were $3,237,003 and consisted of aggregate limited partner distributions of $3,225,000 and General Partner distributions of $12,003. Both limited partner and General Partner distributions have been, and will continue to be, made in accordance with the Partnership Agreement.

(ALiquidity ~~Wisconsin~~and ~~limited~~Capital ~~partnership)~~Resources

~~INDEX~~The TOPartnership’s ~~FINANCIAL~~cash ~~STATEMENTS~~balance ~~AND~~was ~~SCHEDULE~~$179,745 at December 31, 2023. Cash of approximately $35,514 is anticipated to be used in 2024 for the payment of quarter-end accrued liabilities which are included in the balance sheet.

	Page
Report of Independent Registered Public Accounting Firms (PCAOB - 542)	15
Balance Sheets at December 31, 2022 and 2021	16-17
Statements of Income for the Years Ended December 31, 2022 and 2021	18
Statements of Partners’ Capital for the Years Ended December 31, 2022 and 2021	19
Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	20
Notes to Financial Statements	21-27
Schedule III—Investment Properties and Accumulated Depreciation, December 31, 2022	35-36

14The Partnership’s principal demands for funds historically have been, and are expected to continue to be, for the payment of operating expenses and distributions. Management anticipates that cash generated through the operations of the Properties and potential sales of Properties will primarily provide the sources for future liquidity and limited partner distributions. The amount of cash to be distributed to our limited partners is determined by the General Partner and is dependent on a number of factors, including funds available for payment of distributions, payment of state income taxes and Partnership operating costs.

~~REPORT~~As OFof ~~INDEPENDENT~~December ~~REGISTERED~~31, ~~PUBLIC~~2023 ~~ACCOUNTING~~and ~~FIRM~~2022, the Properties were 100% leased. In addition, the Partnership collected 100% of its base rent due from current operating tenants for the years ended December 31, 2023 and 2022, which we believe is a good indication of overall tenant quality and stability.

ToAll three remaining Properties, plus four out of the ~~Partners~~five properties sold during 2023, were/are operated as Wendy’s fast food restaurants and are franchises of the International Wendy’s Company. Operating base rents from these leases comprised approximately 91% of the total 2023 operating base rents included in operating rental income of the Partnership. During the year ended December 31, 2023, additional percentage rents totaled $145,120, all of which were unbilled and were accrued in relation to the Properties operated as Wendy’s restaurants. Therefore, during 2023, the Partnership generated approximately 92% of its total operating revenues from the Properties.

Since the Properties are leased to restaurant tenants, the restaurant market is the major market segment with a material impact on Partnership operations. Historically, the success of customer marketing and the operating effectiveness of the Partnership’s lessees will impact ~~DiVall~~the ~~Insured~~Partnership’s ~~Income~~future ~~Properties~~operating 2success ~~Limited~~in a very competitive restaurant and food service marketplace. The Partnership is currently liquidating.

~~Opinion~~Off-Balance onSheet ~~the Financial Statements~~ Arrangements

WeThe ~~have audited the accompanying balance sheets of DiVall Insured Income Properties 2 Limited~~ Partnership ~~(the~~does ~~Partnership)~~not ashave ofany ~~December 31,~~off-balance ~~2022~~sheet ~~and~~arrangements ~~2021,~~that ~~and~~are ~~the~~reasonably ~~related~~likely ~~statements~~to ofhave ~~income,~~a ~~partners’~~current ~~capital~~or ~~and~~future ~~cash~~material ~~flows~~effect ~~for each of the years in the two-year period ended December 31, 2022 and the related~~on ~~notes~~our ~~and schedules (collectively referred to as the~~ financial ~~statements). In our opinion~~condition, ~~the~~changes ~~financial statements present fairly,~~ in ~~all material respects, the~~ financial ~~position of the Partnership as of December 31~~condition, ~~2022~~revenues ~~and~~or ~~2021~~expenses, ~~and the~~ results of ~~its~~ operations ~~and its cash flows for each of the years in the two-year period ended December 31~~, ~~2022~~liquidity, incapital ~~conformity with accounting principles generally~~expenditures ~~accepted~~or incapital ~~the United States of America~~resources.

~~Basis~~Disposition ~~for Opinion~~ Policies

~~These~~The ~~financial~~General ~~statements~~Partner ~~are~~may ~~the~~exercise ~~responsibility~~its ofdiscretion ~~the~~as ~~Partnership’s~~to ~~management.~~whether ~~Our~~and ~~responsibility~~when is to ~~express~~sell ana ~~opinion~~Property, onand ~~the Partnership’s~~there ~~financial~~is ~~statements~~no ~~based~~obligation onto ~~our~~sell ~~audits.~~any Weof ~~are~~the Properties aat ~~public~~any ~~accounting~~particular ~~firm~~time, ~~registered~~except ~~with~~upon the ~~Public~~winding ~~Company~~up ~~Accounting Oversight~~and ~~Board~~dissolution ~~(United~~of ~~States)~~the ~~(PCAOB)~~Partnership ~~and~~dissolution ~~are~~which ~~required~~is toin beprocess ~~independent~~as, pursuant ~~with~~to ~~respect~~the toPartnership Agreement, the Partnership’s inscheduled ~~accordance~~term ~~with~~ended ~~the~~on UNovember 30, 2023.~~S. federal~~ ~~securities~~As ~~laws~~such, ~~and~~all ~~the~~three ~~applicable~~remaining ~~rules~~Properties have been, and ~~regulations~~continue ofto be listed for sale since July, 2023. Management expects the ~~Securities~~three ~~and~~Properties ~~Exchange~~to ~~Commission~~sell ~~and~~by the ~~PCAOB~~end of the third quarter in 2024.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.Inflation

~~Our~~To ~~audits~~the ~~included~~extent ~~performing~~that ~~procedures~~tenants tocan ~~assess~~pass ~~the~~through ~~risks~~commodity ofinflation ~~material~~in ~~misstatement~~their ofsales prices, the ~~financial~~Partnership ~~statements,~~will ~~whether~~benefit ~~due~~from toadditional ~~error~~percentage orrent ~~fraud,~~from ~~and~~increased ~~performing~~sales. ~~procedures~~The ~~that~~majority ~~respond~~of tothe ~~those~~Partnership’s ~~risks.~~leases ~~Such~~have ~~procedures~~percentage ~~included~~rental ~~examining,~~clauses. onRevenues afrom ~~test~~operating ~~basis, evidence regarding~~percentage ~~the~~rentals ~~amounts~~represented 12% and ~~disclosures~~21% inof ~~the~~operating ~~financial~~rental ~~statements.~~income ~~Our~~for ~~audits~~the ~~also~~fiscal ~~included~~years ~~evaluating~~ended ~~the~~December ~~accounting~~31, ~~principles~~2023 ~~used~~ and ~~significant~~2022. If, however, inflation ~~estimates~~causes ~~made~~sales byto ~~management~~decrease, asoperating ~~well~~margins asto ~~evaluating~~deteriorate ~~the~~for ~~overall~~lessees, ~~presentation~~or ofif ~~the~~expenses ~~financial~~grow ~~statements.~~faster Wethan ~~believe~~revenues, ~~that~~then, ~~our~~inflation ~~audits~~may ~~provide~~well anegatively ~~reasonable~~impact ~~basis~~the ~~for~~portfolio ~~our~~through ~~opinion~~tenant defaults.

~~Critical~~Due ~~Audit~~to ~~Matters~~the “triple-net” nature of the property leases, asset values generally move inversely with interest rates.

~~Critical~~Item ~~audit~~7A. ~~matters~~Quantitative ~~are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee~~ and ~~that~~Qualitative ~~(1)~~Disclosures ~~relate~~About toMarket accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.Risk

~~/s/~~The Partnership ~~Boulay~~is ~~PLLP~~not Wesubject ~~have~~to ~~served~~market risk as ~~the~~defined ~~Partnership’s~~by ~~auditor~~Item ~~since~~305 ~~2019~~of ~~Minneapolis,~~Regulation ~~Minnesota March 24, 2023~~S-K.

1513

~~DIVALL~~Item ~~INSURED~~8. ~~INCOME~~Financial ~~PROPERTIES~~Statements 2and ~~LIMITED~~Supplementary ~~PARTNERSHIP~~Data

~~BALANCE~~DIVALL ~~SHEETS~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

~~ASSETS~~(A Wisconsin limited partnership)

	December 31, 2022			December 31, 2021
INVESTMENT PROPERTIES: (Note 3)
Land	$	1,944,934		$	1,944,934
Buildings		2,843,881			2,843,881
Accumulated depreciation		(2,843,881	)		(2,843,881	)
Net investment properties		1,944,934			1,944,934
Properties held for sale		250,859			583,013
OTHER ASSETS:
Cash and cash equivalents		171,236			965,838
Investments held in Indemnification Trust (Note 8)		480,139			480,024
Security deposits escrow		59,464			59,425
Rents and other receivables		342,359			366,473
Prepaid state income tax		28,376			-
Deferred closing costs		12,413			16,067
Prepaid insurance		2,515			5,685
Deferred charges, net		258,394			314,825
Total other assets		1,354,896			2,208,337
Total assets	$	3,550,689		$	4,736,284

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

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

	Page

Report of Independent Registered Public Accounting Firms (PCAOB - 542)	15

Balance Sheets at December 31, 2023 and 2022	16-17

Statements of Income for the Years Ended December 31, 2023 and 2022	18

Statements of Partners’ Capital for the Years Ended December 31, 2023 and 2022	19

Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	20

Notes to Financial Statements	21-27

Schedule III—Investment Properties and Accumulated Depreciation, December 31, 2023	35-36

1614

~~DIVALL~~REPORT ~~INSURED~~OF ~~INCOME~~INDEPENDENT ~~PROPERTIES~~REGISTERED 2PUBLIC ~~LIMITED~~ACCOUNTING ~~PARTNERSHIP~~FIRM

~~BALANCE~~To ~~SHEETS~~the Partners of DiVall Insured Income Properties 2 Limited Partnership

~~LIABILITIES~~Opinion ~~AND~~on ~~PARTNERS’~~the ~~CAPITAL~~Financial Statements

	December 31, 2022			December 31, 2021
LIABILITIES:
Accounts payable and accrued expenses	$	36,619		$	27,207
Due to General Partner (Note 5)		2,090			4,533
Deferred rent		-			-
Unearned rental income		53,114			73,891
Security deposits		52,320			59,340
Total liabilities		144,143			164,971
CONTINGENCIES AND COMMITMENTS (Notes 7 and 8)		-			-
PARTNERS’ CAPITAL: (Notes 1 and 4)
General Partner -
Cumulative net income (retained earnings)		420,502			399,805
Cumulative cash distributions		(175,584	)		(166,024	)
Total general partners’ capital		244,918			233,781
Limited Partners (46,280.3 interests outstanding at December 31, 2022 and 2021)
Capital contributions		46,280,300			46,280,300
Offering costs		(6,921,832	)		(6,921,832	)
Cumulative net income (retained earnings)		47,995,656			45,946,561
Cumulative cash distributions		(83,352,268	)		(80,127,268	)
Total limited partners’ capital		4,001,856			5,177,761
Former General Partner -
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		3,406,545			4,571,313
Total liabilities and partners’ capital	$	3,550,689		$	4,736,284

We have audited the accompanying balance sheets of DiVall Insured Income Properties 2 Limited Partnership (the Partnership) as of December 31, 2023 and 2022, and the related statements of income, partners’ capital and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Basis ~~accompanying~~for ~~notes are an integral part of these financial statements.~~Opinion

17These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~DIVALL~~We ~~INSURED~~conducted ~~INCOME~~our ~~PROPERTIES~~audits 2in ~~LIMITED~~accordance ~~PARTNERSHIP~~with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

~~STATEMENTS~~Our OFaudits ~~INCOME~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~For~~Critical ~~the~~Audit ~~Years Ended December 31, 2022 and 2021~~Matters

	2022		2021
OPERATING REVENUES:
Rental income	$	1,611,173	$	1,752,970
TOTAL OPERATING REVENUES		1,611,173		1,752,970
EXPENSES:
Partnership management fees (Note 5)		272,316		274,980
Insurance		6,188		5,585
General and administrative		120,470		66,038
Advisory Board fees and expenses		7,000		7,000
Professional services		240,302		197,792
Depreciation		-		31,831
Amortization		43,254		79,021
TOTAL OPERATING EXPENSES		689,530		662,247
OTHER INCOME
Other interest income		446		365
Other income		44,495		-
Gain on sale of Property		1,103,208		484,319
TOTAL OTHER INCOME		1,148,149		484,684
INCOME FROM CONTINUING OPERATIONS		2,069,792		1,575,407
NET INCOME		2,069,792		1,575,407
NET INCOME- GENERAL PARTNER		20,697		15,754
NET INCOME- LIMITED PARTNERS	$	2,049,095	$	1,559,653
PER LIMITED PARTNERSHIP INTEREST,
Based on 46,280.3 interests outstanding:
NET INCOME PER LIMITED PARTNERSHIP INTEREST (BASIC AND DILUTED)	$	44.28	$	33.70

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters

~~The~~/s/ ~~accompanying~~Boulay ~~notes are an integral part of these financial statements.~~PLLP

18We have served as the Partnership’s auditor since 2019.

~~DIVALL~~Minneapolis, ~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~Minnesota

~~STATEMENTS OF~~April ~~PARTNERS’~~1, ~~CAPITAL~~2024

~~For~~MN: ~~the~~Eden ~~Years~~Prairie, ~~Ended~~Mankato, ~~December~~Minneapolis ~~31,~~(t) ~~2022~~952.893.9320 ~~and~~FL: ~~2021~~Naples (t) 239.325.1100

	General Partner								Limited Partners
										Capital
										Contributions,
	Cumulative		Cumulative							Net of		Cumulative		Cumulative									Total
	Net		Cash							Offering		Net		Cash									Partners’
	Income		Distributions			Total				Costs		Income		Distribution			Reallocation			Total			Capital
BALANCE AT DECEMBER 31, 2021	$	399,805	$	(166,024	)	$	233,781			$	39,358,468	$	45,946,561	$	(80,127,268	)	$	(840,229	)	$	4,337,532		$	4,571,313
2021 Net Income		20,697		-			20,697				-		2,049,095		-			-			2,049,095			2,069,792
Distributions declared		-		(9,560	)		(9,560	)			-		-		(3,225,000	)		-			(3,225,000	)		(3,234,560	)
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
BALANCE AT DECEMBER 31, 2020	$	384,051	$	(158,944	)	$	225,107			$	39,358,468	$	44,386,908	$	(78,927,268	)	$	(840,229	)	$	3,977,879		$	4,202,986
BALANCE	$	384,051	$	(158,944	)	$	225,107			$	39,358,468	$	44,386,908	$	(78,927,268	)	$	(840,229	)	$	3,977,879		$	4,202,986
2021 Net Income		15,754		-			15,754				-		1,559,653		-			-			1,559,653			1,575,407
Distributions declared		-		(7,080	)		(7,080	)			-		-		(1,200,000	)		-			(1,200,000	)		(1,207,080	)
BALANCE AT DECEMBER 31, 2021	$	399,805	$	(166,024	)	$	233,781			$	39,358,468	$	45,946,561	$	(80,127,268	)	$	(840,229	)	$	4,337,532		$	4,571,313
BALANCE	$	399,805	$	(166,024	)	$	233,781			$	39,358,468	$	45,946,561	$	(80,127,268	)	$	(840,229	)	$	4,337,532		$	4,571,313

BoulayGroup.com

~~The accompanying notes are an integral part of these financial statements.~~15

19DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

~~DIVALL~~BALANCE ~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~SHEETS

~~STATEMENTS OF CASH FLOWS~~ASSETS

For the Years Ended December 31, 2022 and 2021

	December 31, 2023		December 31, 2022

INVESTMENT PROPERTIES: (Note 3)

Land	$	-	$	1,944,934
Buildings		-		2,843,881
Accumulated depreciation		-		(2,843,881	)

Net investment properties		-		1,944,934

Properties held for sale		725,765		250,859

OTHER ASSETS:

Cash and cash equivalents		179,745		171,236
Investments held in Indemnification Trust (Note 8)		487,947		480,139
Security deposits escrow		17,356		59,464
Rents and other receivables		145,120		342,359
Prepaid state income tax		35,118		28,376
Deferred closing costs		31,291		12,413
Prepaid insurance		1,577		2,515
Deferred charges, net		89,906		258,394
Total other assets		988,060		1,354,896

Total assets	$	1,713,825	$	3,550,689

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,069,792		$	1,575,407
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		43,254			110,851
Gain on sale of Property		(1,103,208	)		(484,319	)
Changes in operating assets and liabilities:
Decrease in rents and other receivables		24,114			242,205
(Increase) decrease in security deposit escrow		(39	)		4,968
Decrease (increase) in prepaid insurance		3,170			(617	)
Increase (decrease) in accounts payable and accrued expenses		9,412			11,160
Decrease in deferred award escrow		-			1
Prepaid state income tax		(28,376	)		-
Prepaid rent		(20,777	)		73,891
Deferred closing costs		3,654			(16,067	)
Security deposit refund		(7,020	)		(5,000	)
Net cash provided from operating activities	$	993,976		$	1,512,480
CASH FLOWS USED IN INVESTING ACTIVITIES:
Interest applied to Indemnification Trust account		(115	)		(219	)
Proceeds from sale of Property, net		1,448,540			807,231
Payment of leasing commission		-			(222,633	)
Net cash provided from investing activities	$	1,448,425		$	584,379
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to Limited Partners	$	(3,225,000	)	$	(1,200,000	)
Cash distributions to General Partner		(12,003	)		(3,265	)
Net cash used in financing activities	$	(3,237,003	)	$	(1,203,265	)
NET INCREASE (DECREASE) IN CASH		(794,602	)		893,594
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		965,838			72,244
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	171,236		$	965,838
Supplemental disclosure of cash flow information
Noncash investing activities
Distributions declared, not yet paid	$	2,090		$	4,533

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

~~The accompanying notes are an integral part of these financial statements.~~16

20DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

~~DIVALL~~BALANCE ~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~SHEETS

~~NOTES~~LIABILITIES TOAND ~~FINANCIAL~~PARTNERS’ ~~STATEMENTS~~CAPITAL

DECEMBER 31, 2022 AND 2021

	December 31, 2023			December 31, 2022
LIABILITIES:
Accounts payable and accrued expenses	$	6,466		$	36,619
Due to General Partner (Note 5)		29,048			2,090
Accrued state income tax		204,872			-
Distributions payable		234,495			-
Unearned rental income		-			53,114
Security deposits		17,230			52,320

Total liabilities		492,111			144,143

CONTINGENCIES AND COMMITMENTS (Notes 7 and 8)		-			-

PARTNERS’ CAPITAL: (Notes 1 and 4)
General Partner (1993-2023)
Cumulative net income (retained earnings)		543,341			420,502
Cumulative cash distributions		(232,466	)		(175,584	)
Total general partners’ capital		310,875			244,918
Limited Partners (46,280.3 interests outstanding at December 31, 2023 and 2022)

Capital contributions		46,280,300			46,280,300
Offering costs		(6,921,832	)		(6,921,832	)
Cumulative net income (retained earnings)		60,156,589			47,995,656
Cumulative cash distributions		(97,763,989	)		(83,352,268	)
Total limited partners’ capital		1,751,068			4,001,856
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		1,221,714			3,406,545

Total liabilities and partners’ capital	$	1,713,825		$	3,550,689

1.The ~~ORGANIZATION~~accompanying ~~AND~~notes ~~SIGNIFICANT~~are ~~ACCOUNTING~~an ~~POLICIES:~~integral part of these financial statements.

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 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 $39,358,468.17

~~The~~DIVALL ~~Partnership~~INSURED isINCOME ~~currently~~PROPERTIES ~~engaged~~2 inLIMITED the business of owning and operating its investment portfolio of commercial real estate properties (the “Properties”). The Properties are leased on a triple net basis to, and operated by, franchisors or franchisees of national, regional, and local retail chains under primarily long-term leases. The lessees are fast food, family style, and casual/theme restaurants. As of December 31, 2022, the Partnership owned eight Properties, which are located in a total of three states.PARTNERSHIP

~~The~~STATEMENTS ~~Partnership~~OF is scheduled to be dissolved on November 30, 2023, or earlier upon the prior occurrence of any of the following events: (a) the disposition of all its Properties; (b) the written determination by the General Partner, that the Partnership’s assets may constitute “plan assets” for purposes of ERISA; (c) the agreement of limited partners owning a majority of the outstanding limited partner interests to dissolve the Partnership; or (d) the dissolution, bankruptcy, death, withdrawal, or incapacity of the last remaining General Partner, unless an additional General Partner is elected previously by a majority of the limited partners. During the second and third quarters of the nine odd numbered years from 2001 through 2017, consent solicitations were circulated to the Partnership’s limited partners which, if approved by the limited partners, would have authorized the General Partner to initiate the potential sale of all of the Properties and the dissolution of the Partnership (each a “Consent”). Limited partners owning a majority of the outstanding Interests did not vote in favor of any of the Consents. Therefore, the Partnership continues to operate as a going concern.INCOME

~~During~~For the ~~2020~~Years ~~consent~~Ended ~~solicitation~~December ~~process~~31, ~~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.~~2022

Significant Accounting Policies

	2023		2022

OPERATING REVENUES:
Rental income	$	1,164,512	$	1,611,173
TOTAL OPERATING REVENUES		1,164,512		1,611,173
EXPENSES:
Partnership management fees (Note 5)		272,316		272,316
Insurance		2,732		6,188
General and administrative		34,558		39,842
State income tax expense		237,520		80,628
Advisory Board fees and expenses		6,000		7,000
Professional services		130,889		240,302
Amortization		168,488		43,254
TOTAL OPERATING EXPENSES		852,503		689,530
OTHER INCOME
Other interest income		23,993		446
Other income		-		44,495
Gain on sale of Property		11,947,770		1,103,208
TOTAL OTHER INCOME		11,971,763		1,148,149

NET INCOME		12,283,772		2,069,792
NET INCOME- GENERAL PARTNER		122,839		20,697
NET INCOME- LIMITED PARTNERS	$	12,160,933	$	2,049,095

PER LIMITED PARTNERSHIP INTEREST,
Based on 46,280.3 interests outstanding:
NET INCOME PER LIMITED PARTNERSHIP INTEREST (BASIC AND DILUTED)	$	262.77	$	44.28

~~Financial~~The ~~Statement~~accompanying ~~Presentation~~notes are an integral part of these financial statements.

~~The accounts of the Partnership are maintained on the accrual basis of accounting for financial statement purposes.~~18

~~Accounting~~DIVALL ~~Estimates~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

~~The~~STATEMENTS ~~preparation~~OF ofPARTNERS’ financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment.CAPITAL

21For the Years Ended December 31, 2023 and 2022

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

	Cumulative Net Income		Cumulative Cash Distributions			Total			Capital Contributions, Net of Offering Costs		Cumulative Net Income		Cumulative Cash Distribution			Reallocation			Total			Total Partners’ Capital
	General Partner								Limited Partners
	Cumulative Net Income		Cumulative Cash Distributions			Total			Capital Contributions, Net of Offering Costs		Cumulative Net Income		Cumulative Cash Distribution			Reallocation			Total			Total Partners’ Capital
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
2023 Net Income		122,839		-			122,839			-		12,160,933		-			-			12,160,933			12,283,772
Distributions declared		-		(56,882	)		(56,882	)		-		-		(14,411,721	)		-			(14,411,721	)		(14,468,603	)
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

BALANCE AT DECEMBER 31, 2021	$	399,805	$	(166,024	)	$	233,781		$	39,358,468	$	45,946,561	$	(80,127,268	)	$	(840,229	)	$	4,337,532		$	4,571,313
BALANCE	$	399,805	$	(166,024	)	$	233,781		$	39,358,468	$	45,946,561	$	(80,127,268	)	$	(840,229	)	$	4,337,532		$	4,571,313
2022 Net Income		20,697		-			20,697			-		2,049,095		-			-			2,049,095			2,069,792
Net Income		20,697		-			20,697			-		2,049,095		-			-			2,049,095			2,069,792
Distributions declared		-		(9,560	)		(9,560	)		-		-		(3,225,000	)		-			(3,225,000	)		(3,234,560	)
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
BALANCE	$	420,502	$	(175,584	)	$	244,918		$	39,358,468	$	47,995,656	$	(83,352,268	)	$	(840,229	)	$	3,161,627		$	3,406,545

~~NOTES~~The TOaccompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of these financial statements.

~~DECEMBER 31, 2022 AND 2021~~19

~~Cash~~DIVALL ~~Equivalents~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

~~All~~STATEMENTS ~~highly~~OF ~~liquid~~CASH ~~investments with maturities of three months or less at the date of purchase are classified as cash equivalents.~~FLOWS

~~Cash~~For ~~Concentrations~~the ofYears ~~Credit~~Ended ~~Risk~~December 31, 2023 and 2022

The Partnership generally maintains cash in federally insured accounts which, at times, may exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk.

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,283,772		$	2,069,792
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		168,488			43,254
Gain on sale of Properties		(11,947,770	)		(1,103,208	)
Changes in operating assets and liabilities:
Decrease in rents and other receivables		197,239			24,114
Decrease (increase) in security deposit escrow		42,108			(39	)
Decrease in prepaid insurance		938			3,170
(Decrease) increase in accounts payable and accrued expenses		(30,153	)		9,412
Increase in accrued state income tax		204,872			-
Prepaid state income tax		(6,743	)		(28,376	)
Prepaid rent		(53,114	)		(20,777	)
Deferred closing costs		(18,878	)		3,654
Distributions payable		234,495			-
Security deposit refund		(35,090	)		(7,020	)
Due to general partner		(2,090	)		-
Net cash provided from operating activities	$	1,038,074		$	993,976

CASH FLOWS USED IN INVESTING ACTIVITIES:
Interest applied to Indemnification Trust account		(7,808	)		(115	)
Proceeds from sale of Property, net		13,417,798			1,448,540
Net cash provided from investing activities	$	13,409,990		$	1,448,425

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to Limited Partners	$	(14,411,721	)	$	(3,225,000	)
Cash distributions to General Partner		(27,834	)		(12,003	)
Net cash used in financing activities	$	(14,439,555	)	$	(3,237,003	)

NET INCREASE (DECREASE) IN CASH		8,509			(794,602	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		171,236			965,838
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	179,745		$	171,236
Supplemental disclosure of cash flow information
Noncash investing activities
Distributions accrued, not yet paid	$	263,543		$	2,090

~~Financial~~The ~~instruments~~accompanying ~~that~~notes potentially subject the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. As of December 31, 2022, seven of the Partnership’s eight Properties are ~~leased~~an tointegral ~~three~~part ~~significant tenants, Wendgusta, LLC (“Wendgusta”), JAI Augusta, LLC (“JAI Augusta”) and JAI Hospitality RG, LLC (“JAI Hospitality”), all three~~ of ~~whom are Wendy’s restaurant franchisees. The property lease (s) for~~ these ~~three~~financial ~~tenants comprised approximately 90% of the Partnership’s total 2022 operating base rents reflected for the year ended December 31, 2022~~statements.

~~Rent and Other Receivables~~20

~~Rents~~DIVALL ~~and~~INSURED ~~other~~INCOME ~~receivables~~PROPERTIES ~~are~~2 ~~comprised~~LIMITED of billed but uncollected amounts due for monthly rents and other charges and amounts due for scheduled rent increases for which rentals have been earned and will be collected in the future under the terms of the leases. Receivables are recorded at management’s estimate of the amounts that will be collected.PARTNERSHIP

AsNOTES ofTO ~~December~~FINANCIAL ~~31, 2022 and 2021 there were no values for allowance for doubtful accounts based on an analysis of specific accounts and historical experience.~~STATEMENTS

~~Revenue~~DECEMBER ~~Recognition~~31, 2023 AND 2022

~~Rental revenue from investment properties is recognized on the straight-line basis over the life of the respective lease when collectability is reasonably assured~~1. ~~Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease and~~ ~~collectability~~ORGANIZATION isAND ~~reasonably~~SIGNIFICANT ~~assured.~~ACCOUNTING POLICIES:

~~Original~~DiVall ~~lease~~Insured ~~terms~~Income ~~for~~Properties ~~the~~2 ~~majority~~Limited ofPartnership (the ~~leased~~“Partnership”) ~~Properties~~was ~~were~~formed ~~generally~~on ~~five~~November to 20, ~~years~~1987, ~~from~~pursuant ~~their~~to ~~inception. The leases generally provide~~the ~~for~~Uniform ~~minimum~~Limited ~~rents~~Partnership ~~and~~Act ~~additional rents based upon percentages~~ of ~~gross~~the ~~sales~~State ~~in excess~~ of ~~specified breakpoints~~Wisconsin. The ~~lessee~~initial ~~is responsible for occupancy costs such as maintenance~~capital, ~~insurance,~~contributed ~~real~~during ~~estate taxes~~1987, ~~and~~consisted ~~utilities.~~of ~~Accordingly~~$300, representing ~~these~~aggregate ~~amounts~~capital ~~are~~contributions ~~not~~of ~~reflected in~~$200 by the ~~statements~~former ofgeneral ~~income~~partners ~~except~~and in$100 ~~circumstances where, in~~ by the ~~General~~initial Limited Partner’s. ~~opinion,~~A ~~the~~subsequent ~~Partnership~~offering ~~will~~of belimited ~~required~~partnership tointerests ~~pay such~~closed ~~costs~~on toFebruary ~~preserve~~22, ~~its~~1990, ~~assets~~with ~~(i.e.~~46,280.3 units ~~payment~~ of ~~past-due~~limited ~~real~~partnership ~~estate~~interests ~~taxes~~(“Interests”). ~~Management~~having ~~has~~been ~~determined~~sold in that ~~the~~offering, ~~leases~~resulting ~~are~~in ~~properly classified~~total asproceeds ~~operating~~to the ~~leases; therefore~~Partnership, ~~rental~~net ~~income~~of isunderwriting ~~reported~~compensation ~~when earned on a straight-line basis~~ and ~~the~~other ~~cost~~offering ~~of the property~~costs, ~~excluding~~ ~~the cost~~ of ~~the land~~$39, ~~is depreciated over its estimated useful life~~358,468.

AsThe Partnership is currently beginning its liquidation process per the terms of ~~December~~Partnership ~~31,~~Agreement ~~2022~~as the Partnership’s term expired November 30, 2023. The Partnership had been in the ~~aggregate~~business ~~minimum~~of owning and operating ~~lease~~its ~~payments~~investment portfolio of commercial real estate properties (the “Properties”) since the late 1980’s. The Partnership has sold six Properties in the last two years. The three remaining Properties are leased on a triple net basis to, beand ~~received~~operated ~~under~~by, franchisees of the ~~current~~International ~~operating~~Wendy’s Company under leases ~~for~~with terms through December 31, 2040. As of December 31, 2023, the Partnership owned three Properties , which are asall ~~follows:~~located in South Carolina.

~~SCHEDULE~~During OFthe ~~AGGREGATE~~2020 ~~MINIMUM~~consent ~~OPERATING~~solicitation ~~LEASE~~process, ~~PAYMENTS~~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.

~~Year~~Significant ~~ending~~Accounting ~~December 31,~~Policies

2023	$	1,241,280
2024		1,241,280
2025		1,241,280
2026		1,228,113
2027		1,107,500
Thereafter		13,201,500
Total	$	19,260,953

Financial Statement Presentation

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. This standard was developed to enable financial statement users to better understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The ~~update’s core principle is~~ ~~that~~accounts ~~an entity should recognize revenue to depict the transfer~~ of ~~promised goods or services to customers in an amount that reflects~~ the ~~consideration~~Partnership ~~to which the entity expects to be entitled in exchange for those goods or services. Entities~~ are tomaintained ~~use~~on ~~a five-step contract review model to ensure revenue is recognized, measured and disclosed in accordance with this principle. Those steps include~~ the ~~following:~~accrual ~~(i)~~basis ~~identify~~of ~~the~~accounting ~~contract~~for ~~with~~financial ~~the~~statement customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to each performance obligation in the contract, and (v) recognize revenue when or as the entity satisfies a performance obligationpurposes.

22Accounting Estimates

~~DIVALL~~The ~~INSURED~~preparation ~~INCOME~~of ~~PROPERTIES~~financial 2statements ~~LIMITED~~in ~~PARTNERSHIP~~conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items, subject to such estimates and assumptions, include the carrying value of real estate held for investment.

~~NOTES TO FINANCIAL STATEMENTS~~21

~~DECEMBER~~DIVALL ~~31,~~INSURED ~~2022~~INCOME ~~AND~~PROPERTIES ~~2021~~2 LIMITED PARTNERSHIP

~~Income~~NOTES ~~Taxes~~TO FINANCIAL STATEMENTS

NoDECEMBER ~~provision for federal income taxes has been made, as any liability for such taxes would be that of the individual partners rather than the Partnership. At December~~ 31, ~~2022,~~2023 ~~the~~AND ~~tax basis of the Partnership’s assets exceeded the amounts reported in the December 31,~~ 2022 ~~financial statements by approximately $6,647,606.~~

~~The~~Cash ~~following represents an unaudited reconciliation of net income as stated on the Partnership statements of income to net income for tax reporting purposes:~~Equivalents

~~SCHEDULE~~All highly OFliquid ~~UNAUDITED~~investments ~~RECONCILIATION~~with OFmaturities ~~NET~~of ~~INCOME~~three ~~FOR~~months ~~TAX~~or ~~REPORTING~~less at the date of purchase are classified as cash equivalents.

	2022			2021
	(Unaudited)			(Unaudited)
Net income, per statements of income	$	2,069,792		$	1,575,407
Book to tax depreciation difference		-			(16,913	)
Tax over (under) book gain from asset disposition		16,493			13,217
Book to tax amortization difference		49			11
Prepaid rent		(20,777	)		55,602
Penalties		-			80
Net income for tax reporting purposes	$	2,065,557		$	1,627,404

Cash Concentrations of Credit Risk

The Partnership isgenerally ~~not~~maintains ~~subject~~cash ~~to federal income tax because its income and losses are includable~~ in ~~the~~federally ~~tax~~insured ~~returns~~accounts ofwhich, ~~its~~at ~~partners~~times, ~~but~~ may beexceed ~~subject~~federally toinsured ~~certain state taxes~~limits. ~~FASB~~The Partnership has ~~provided~~not ~~guidance~~experienced ~~for~~any ~~how~~losses ~~uncertain~~in ~~tax~~such ~~positions~~accounts ~~should be recognized, measured, disclosed~~ and ~~presented~~does in the financial statements. This requires the evaluation of tax positions taken or expected to be taken in the course of preparing the entity’s tax returns to determine whether the tax positions are more-likely-than-not tobelieve beit ~~sustained~~is ~~when~~exposed challenged or when examined by the applicable taxing authority. Management has determined that there were no material uncertain income tax positions. Tax returns filed by the Partnership generally are subject to ~~examination~~any bysignificant ~~U.S.~~credit ~~and state taxing authorities for the years ended after December 31, 2019~~risk.

~~Ohio~~Financial –instruments ~~Commercial~~that ~~Activities~~potentially ~~Tax~~subject ~~CAT~~the Partnership to significant concentrations of credit risk consist primarily of cash investments and leases. As of December 31, 2023, the Partnership’s three Properties are leased to three significant tenants, Wendgusta, LLC (“Wendgusta”), JAI Augusta, LLC (“JAI Augusta”) and JAI Hospitality RG, LLC (“JAI Hospitality”), all three of whom are Wendy’s restaurant franchisees. The property lease (s) for these three tenants comprised approximately 91% of the Partnership’s total 2023 operating base rents reflected for the year ended December 31, 2023.

~~The~~Rent Commercial Activity Tax (CAT) is an annual tax imposed on the privilege of doing business in Ohio, measured by gross receipts from business activities in Ohio. Businesses with Ohio taxable gross receipts of $150,000 or more per calendar year are subject to the CAT tax. Such “taxable gross receipts”, include i) gross rents and ~~royalties~~Other from real property located in Ohio, and ii) gross receipts from the sale of real property located in Ohio. For calendar years 2006 and thereafter, the first $1 million in taxable gross receipts are taxed at $150, thereafter at a rate of 0.2600%. For tax years prior to December 31, 2013, there is an annual minimum tax (AMT) of $150.Receivables

~~The~~Rents ~~Partnership~~and ~~has~~other ~~gross~~receivables ~~receipts~~are incomprised ~~excess~~ of ~~$150,000~~billed but uncollected amounts due for ~~the~~monthly ~~period~~rents ~~ended~~and ~~December~~other ~~31,~~charges ~~2022~~and ~~so,~~amounts due for scheduled rent increases for which rentals have been earned and will be collected in the ~~CAT~~future ~~tax~~under the terms of ~~$150~~the isleases. ~~applicable~~Receivables toare ~~the~~recorded ~~Partnership~~at ~~for~~management’s estimate of the ~~period~~amounts ~~indicated~~that will be collected.

23As of December 31, 2023 and 2022 there were no values for allowance for credit losses based on an analysis of specific accounts and historical experience.

~~DIVALL~~Revenue ~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~Recognition

~~NOTES~~Rental TOrevenue ~~FINANCIAL~~from ~~STATEMENTS~~investment properties is recognized on the straight-line basis over the life of the respective lease when collectability is reasonably assured. Percentage rents are accrued only when the tenant has reached the sales breakpoint stipulated in the lease and collectability is reasonably assured.

~~DECEMBER~~Original 31lease terms for the majority of the leased Properties were generally five to 20 years from their inception. The leases generally provide for minimum rents and additional rents based upon percentages of gross sales in excess of specified breakpoints. The lessee is responsible for occupancy costs such as maintenance, ~~2022~~insurance, ~~AND~~real ~~2021~~estate taxes, and utilities. Accordingly, these amounts are not reflected in the statements of income except in circumstances where, in the General Partner’s opinion, the Partnership will be required to pay such costs to preserve its assets (i.e., payment of past-due real estate taxes). Management has determined that the leases are properly classified as operating leases; therefore, rental income is reported when earned on a straight-line basis and the cost of the property, excluding the cost of the land, is depreciated over its estimated useful life.

~~Reportable~~As ~~Segments~~of December 31, 2023, the aggregate minimum operating lease payments to be received under the current operating leases for the Properties are as follows:

~~The Partnership~~SCHEDULE ~~considers~~OF ~~its~~AGGREGATE ~~operations~~MINIMUM toOPERATING beLEASE ~~in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made.~~PAYMENTS

~~Investment~~Year ~~Properties~~ending ~~and~~December ~~Properties Held for Sale~~31,

Depreciation of the Properties is provided on a straight-line basis over the estimated useful lives of the buildings and improvements.


2024	$	470,348
2025		470,348
2026		470,348
2027		470,348
2028		470,348
Thereafter		5,644,176
Total	$	7,995,916

~~Deferred~~In ~~charges~~May ~~represent~~2014, ~~leasing~~the ~~commissions~~Financial ~~paid~~Accounting ~~when~~Standards ~~the~~Board ~~Properties~~(FASB) ~~are~~issued ~~leased~~Accounting ~~and~~Standards ~~upon~~Update (ASU) No. 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. This standard was developed to enable financial statement users to better understand the ~~negotiated~~nature, amount, ~~extension~~timing and uncertainty of arevenue ~~lease~~and cash flows arising from contracts with customers. ~~Leasing~~The ~~commissions~~update’s core principle is ~~are~~that ~~capitalized~~an ~~and~~entity ~~amortized~~should ~~over~~recognize revenue to depict the ~~term~~transfer of promised goods or services to customers in an amount that reflects the ~~lease~~consideration to which the entity expects to be entitled in exchange for those goods or services. AsEntities ofare ~~December~~to 31use a five-step contract review model to ensure revenue is recognized, ~~2022~~measured and ~~2021~~disclosed in accordance with this principle. Those steps include the following: (i) identify the contract with the customer, ~~accumulated~~(ii) ~~amortization~~identify ~~amounted~~the toperformance ~~$82~~obligations in the contract,~~703~~ (iii) determine ~~and~~the ~~$143~~transaction price,~~145,~~ ~~respectively.~~(iv) ~~Fully~~allocate ~~amortized~~the ~~commissions~~transaction ofprice ~~$102,357~~to ~~were~~each ~~removed~~performance ~~from~~obligation in the ~~balance~~contract, ~~sheet~~and at(v) recognize revenue when or as the ~~end~~entity ofsatisfies ~~2022~~a performance obligation.

Deferred tenant award proceeds escrow represents the portion of the award proceeds from the sale of the portion of the Mt. Pleasant, South Carolina property that are being paid to the tenant ratably over 99 months beginning August 1, 2013. The balance of the escrow was refunded to the tenant in 2021.22

IfDIVALL ~~the~~INSURED ~~Partnership~~INCOME ~~makes~~PROPERTIES ~~the~~2 ~~decision~~LIMITED to sell a property, it is reclassed from investment properties to properties held for sale. When properties are considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell.PARTNERSHIP

~~Assets~~NOTES ~~are~~TO ~~classified~~FINANCIAL ~~as held for sale, generally, when all criteria within GAAP applicable to “Accounting for the Impairment or Disposal of Long Lived Assets” have been met.~~STATEMENTS

~~Property~~DECEMBER ~~held~~31, ~~for~~2023 ~~sale~~AND 2022

~~The~~Income Brakes 4 Less property in Martinez, GA, was listed for sale on July 5, 2022. A signed offer of $890,000 was accepted on September 27, 2021. The sale closed on October 29, 2021 and the Partnership recognized a gain of $484,319.Taxes

~~The~~No ~~Walton~~provision ~~Way~~for ~~Property~~federal ~~was~~income ~~listed~~taxes ~~for~~has ~~sale~~been ~~on July 1~~made, ~~2021~~as ~~and~~any ~~sold~~liability onfor ~~April~~such ~~22,~~taxes ~~2022~~would ~~for~~be ~~$1,600,000.~~that ~~The~~of ~~gain on~~ the ~~sale~~individual ~~was~~partners ~~approximately~~rather than ~~$1,103,000~~the Partnership.

~~The~~At ~~Martintown~~December ~~Road~~31, ~~Property~~2023, ~~was~~the ~~listed~~tax ~~for~~basis ~~sale~~of onthe ~~December~~Partnership’s ~~22,~~assets ~~2021~~exceeded ~~and~~the ~~remains~~amounts ~~for~~reported ~~sale~~in asthe of December 31, ~~2022.~~2023 financial statements by approximately $6,732,699

The ~~components~~following represents an unaudited reconciliation of ~~property~~net ~~held~~income ~~for~~as ~~sale~~stated inon the ~~balance~~Partnership ~~sheets~~statements as of ~~December~~income ~~31,~~to ~~2022~~net ~~and~~income ~~2021~~for ~~are~~tax reporting ~~outlined below~~purposes:

SCHEDULE OF ~~PROPERTY~~UNAUDITED ~~HELD~~RECONCILIATION OF NET INCOME FOR ~~SALE~~TAX REPORTING

	December 31, 2022			December 31, 2021
	2023			2022
Balance Sheet:
	(Unaudited)			(Unaudited)
Land	$	250,859		$	583,013
Net income, per statements of income	$	12,283,772		$	2,069,792
Building		409,297			805,956
Book to tax depreciation difference		-			-
Accumulated Depreciation		(409,297	)		(805,956	)
Tax over (under) book gain from asset disposition		74,684			16,493
Properties held for sale	$	250,859		$	583,013
Book to tax amortization difference		156			49
Prepaid rent		(53,114	)		(20,777	)
Nondeductible expenses		29,092
State tax deduction		200,260			-
Net income for tax reporting purposes	$	12,534,850		$	2,065,557

The Partnership ~~periodically~~is ~~reviews~~not ~~its~~subject ~~long-lived~~to ~~assets,~~federal ~~primarily~~income ~~real~~tax ~~estate,~~because ~~for~~its ~~impairment~~income ~~whenever~~and ~~events~~losses orare ~~changes~~includable in ~~circumstances indicate that~~ the ~~carrying~~tax ~~amount~~returns of ~~such~~its ~~assets~~partners but may ~~not~~ be ~~recoverable~~subject to certain state taxes. ~~The~~FASB ~~Partnership’s~~has ~~review~~provided ~~involves~~guidance ~~comparing~~for ~~current~~how ~~and future~~uncertain ~~operating~~tax ~~performance~~positions ofshould ~~the~~be ~~assets~~recognized, measured, disclosed and presented in the ~~most~~financial ~~significant~~statements. ofThis ~~which~~requires isthe ~~undiscounted~~evaluation ~~operating~~of ~~cash~~tax ~~flows,~~positions taken or expected to ~~the~~be ~~carrying~~taken ~~value~~in the course of preparing the ~~assets.~~entity’s ~~Based~~tax onreturns ~~this~~to ~~analysis,~~determine awhether ~~provision~~the ~~for~~tax ~~possible~~positions ~~loss~~are ismore-likely-than-not ~~recognized,~~to ifbe ~~any~~sustained when challenged or when examined by the applicable taxing authority. ~~There~~Management has determined that there were no ~~adjustments~~material touncertain ~~carrying~~income ~~values~~tax positions. ~~for~~Tax returns filed by the ~~fiscal~~Partnership generally are subject to examination by U.S. and state taxing authorities for the years ended after December 31, ~~2022 and 2021~~2020.

~~Fair~~Ohio ~~Value~~– ~~Measurements~~Commercial Activities Tax CAT

~~FASB~~The Commercial ~~guidance~~Activity Tax (CAT) is an annual tax imposed on ~~“Fair~~the ~~Value~~privilege ~~Measurements~~of ~~and~~doing ~~Disclosure”~~business ~~defines~~in ~~fair~~Ohio, measured by gross receipts from business ~~value~~activities in Ohio. Businesses with Ohio taxable gross receipts of $150,000 ~~establishes~~or amore ~~framework~~per ~~for~~calendar ~~measuring~~year ~~fair~~are ~~value~~subject to the CAT tax. Such “taxable gross receipts”, include i) gross rents and ~~enhances~~royalties ~~disclosures~~from ~~about~~real ~~fair~~property ~~value~~located ~~measures~~in ~~required~~Ohio, ~~under~~and ~~other~~ii) ~~accounting~~gross receipts ~~pronouncements,~~from ~~but~~the ~~does~~sale ~~not~~of ~~change~~real ~~existing~~property ~~guidance~~located asin toOhio. ~~whether~~For orcalendar ~~not~~years an2006 ~~instrument~~and isthereafter, ~~carried~~the first $1 million in taxable gross receipts are taxed at ~~fair~~$150, ~~value~~thereafter at a rate of 0.2600%. ~~See~~For ~~Note~~tax 9years ~~for~~prior ~~further~~to December 31, 2013, there is an annual minimum tax (AMT) of ~~disclosure~~$150.

~~GAAP~~The ~~applicable~~Partnership tohas ~~disclosure~~gross ~~about~~receipts ~~fair~~in ~~value~~excess of ~~financial~~$150,000 ~~instruments requires entities to disclose the fair value of all financial assets and liabilities~~ for ~~which it is practicable to estimate. Fair value is defined as~~ the ~~amount~~period atended ~~which~~December ~~the~~31, ~~instrument~~2023 ~~could be exchanged in a current transaction between willing parties~~so, ~~other~~the ~~than~~CAT intax aof ~~forced~~$150 oris ~~liquidation~~applicable ~~sale. The General Partner believes that the carrying~~to ~~value of~~ the Partnership’s ~~assets~~for ~~(exclusive of~~ the ~~Properties)~~period ~~and liabilities approximate fair value due to the relatively short maturity of these instruments~~indicated.

~~2. RECENTLY ISSUED ACCOUNTING PRINCIPLES~~23

~~None~~DIVALL INSURED ~~that~~INCOME ~~would~~PROPERTIES ~~have~~2 aLIMITED ~~significant impact on the Partnership.~~PARTNERSHIP

3.NOTES ~~INVESTMENT~~TO ~~PROPERTIES:~~FINANCIAL STATEMENTS

~~The~~DECEMBER ~~total~~31, ~~cost~~2023 ofAND ~~the Properties includes the original purchase price plus acquisition fees and other capitalized costs paid to an affiliate of the former general partners of the Partnership.~~2022

24Reportable Segments

~~DIVALL~~The ~~INSURED~~Partnership ~~INCOME~~considers ~~PROPERTIES~~its 2operations ~~LIMITED~~to ~~PARTNERSHIP~~be in only one segment, the operation of a portfolio of commercial real estate leased on a triple net basis, and therefore no segment disclosure is made.

~~NOTES~~Investment TOProperties ~~FINANCIAL~~and ~~STATEMENTS~~Properties Held for Sale

~~DECEMBER~~Depreciation ~~31,~~of ~~2022~~the ~~AND~~Properties ~~2021~~is provided on a straight-line basis over the estimated useful lives of the buildings and improvements.

AsDeferred ofcharges ~~December~~represent ~~31,~~leasing ~~2022,~~commissions ~~the~~paid ~~Partnership~~when ~~owned~~the ~~eight~~ Properties, ~~all~~are ofleased ~~which~~and ~~contained~~upon ~~fully~~the ~~constructed~~negotiated ~~fast-food/casual~~extension ~~dining~~of ~~restaurant facilities~~a lease. ~~The~~Leasing ~~following~~ commissions are ~~operated~~capitalized byand ~~tenants~~amortized atover the ~~aforementioned~~term ~~eight~~of ~~Properties:~~the ~~seven~~lease. ~~separate~~As ~~Wendy’s~~of ~~restaurants~~December 31, 2023 and 2022, accumulated amortization amounted to $45,140 anand ~~Applebee’s~~$82,703, ~~restaurant~~respectively. ~~The~~Leasing commissions of $206,051 related to Properties ~~are~~that ~~located~~were insold awere ~~total~~removed offrom ~~three~~the ~~states~~balance sheet in 2023.

4If the Partnership makes the decision to sell a Property, it is reclassed from investment properties to properties held for sale. When properties ~~PARTNERSHIP~~are ~~AGREEMENT:~~considered held for sale, depreciation of the properties is discontinued, and the properties are valued at the lower of the depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, the property previously classified as held for sale is no longer to be sold, the property is reclassified as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell.

~~The~~Assets ~~Limited~~are ~~Partnership~~classified ~~Agreement,~~ as ~~amended~~held ~~from~~for ~~time to time (collectively~~sale, ~~the “Partnership Agreement”) was amended~~generally, ~~effective as~~when ofall ~~October~~criteria ~~20,~~within ~~2020,~~GAAP applicable to ~~extend~~“Accounting ~~the~~for ~~term of~~ the ~~Partnership~~Impairment ~~to November 30, 2023,~~ or ~~until dissolution prior thereto pursuant to the~~Disposal ~~consent~~ of ~~the~~Long ~~majority~~Lived ofAssets” ~~the~~have ~~outstanding~~been ~~limited partnership interests~~met.

~~Under~~Property ~~the~~held ~~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 November 9, 2009 amendment 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.sale

The ~~provisions~~Martintown ~~regarding~~Rd ~~distribution~~Property ofin ~~Net~~North ~~Proceeds~~Augusta, asSC ~~defined,~~was ~~provide~~listed ~~that~~for ~~Net~~sale ~~Proceeds~~on ~~are~~December ~~to be distributed as follows: (a) to the limited partners~~22, an2021 ~~amount~~and ~~equal to 100% of their Adjusted Original Capital; (b) then, to~~ the ~~limited~~listing ~~partners,~~contract anexpired ~~amount~~in ~~necessary to provide each limited partner a liquidation preference equal to a 13~~2023.5% ~~per annum, cumulative simple return on Adjusted Original Capital~~The ~~from~~Property ~~the~~was ~~Return~~sold ~~Calculation~~without ~~Date~~agency ~~including~~directly ~~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~~tenant ~~needed by the General Partner to pay its federal and state income tax~~ on ~~the~~March ~~income allocated to it attributable to such year; and (c) then~~31, ~~to limited partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution~~2023.

~~During the 2020 consent solicitation process, the Limited Partners approved two separate amendments to the Partnership Agreement.~~ The ~~amendments~~ ~~served~~remaining ~~to: (i) extend the term of the Partnership by~~ three ~~(3)~~Wendy’s ~~years~~Properties towere ~~November~~listed ~~30,~~for ~~2023,~~sale ~~and~~on ~~(ii)~~July ~~permit the General Partner to effect distributions at times that it deems appropriate~~12, ~~but no less often than semi-annually~~2023.

5.The ~~TRANSACTIONS~~components ~~WITH~~of ~~GENERAL~~the ~~PARTNER~~properties ~~AND~~held ~~ITS~~for ~~AFFILIATES~~sale in the condensed balance sheets as of December 31, 2023 and December 31, 2022 are outlined below:

~~Pursuant to~~SCHEDULE ~~the~~OF ~~terms~~PROPERTY ofHELD ~~the~~FOR Permanent Manager Agreement (the “PMA”) executed in 1993 and renewed for an additional two-year term as of January 1, 2023, the General Partner receives a Base Fee for managing the Partnership equal to four percent of gross receipts, subject to an initial annual minimum amount of $159,000. 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 Expense reimbursement are subject to annual Consumer Price Index based adjustments. Effective March 1, 2021, Management has elected to roll back the last five years of CPI increases to their 2016 level and suspend any future CPI adjustments. Therefore, as of March 1, 2021, the minimum annual Base Fee paid by the Partnership was decreased to $272,316 and the maximum annual Expenses reimbursement remained at $23,256.SALE

For purposes of computing the four percent overall fees, gross receipts include amounts recovered in connection with the misappropriation of assets by the former general partners and their affiliates. The fees received from the Partnership on the amounts recovered reduce the four percent minimum fee by that same amount.

	December 31, 2023			December 31, 2022

Balance Sheet:
Land	$	725,765		$	250,859
Building		1,810,991			409,297
Accumulated Depreciation		(1,810,991	)		(409,297	)
Properties held for sale	$	725,765		$	250,859

25The Partnership periodically reviews its long-lived assets, primarily real estate, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Partnership’s review involves comparing current and future operating performance of the assets, the most significant of which is undiscounted operating cash flows, to the carrying value of the assets. Based on this analysis, a provision for possible loss would be recognized, if any. There were no adjustments to carrying values for the fiscal years ended December 31, 2023 and 2022.

~~DIVALL~~Fair ~~INSURED~~Value ~~INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~Measurements

~~NOTES~~FASB TOguidance ~~FINANCIAL~~on ~~STATEMENTS~~“Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. See Note 9 for further disclosure.

~~DECEMBER~~GAAP 31applicable to disclosure about fair value of financial instruments requires entities to disclose the fair value of all financial assets and liabilities for which it is practicable to estimate. Fair value is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, ~~2022~~other ~~AND~~than ~~2021~~in a forced or liquidation sale. The General Partner believes that the carrying value of the Partnership’s assets (exclusive of the Properties) and liabilities approximate fair value due to the relatively short maturity of these instruments.

~~Amounts~~2. ~~paid~~RECENTLY ~~and/or~~ISSUED ~~accrued~~ACCOUNTING ~~to the General Partner and its affiliates for the years ended December 31, 2022 and 2021, are as follows:~~PRINCIPLES

~~SCHEDULE~~None that OFwould ~~AMOUNTS~~have ~~PAID~~a ~~AND/OR~~significant ~~ACCRUED~~impact TOon ~~GENERAL~~the ~~PARTNER AND ITS AFFILIATES~~Partnership.

	Incurred for the		Incurred for the
	Year ended		Year ended
	December 31, 2022		December 31, 2021
General Partner
Management fees	$	272,316	$	274,980
Overhead allowance		23,256		23,256
Leasing commissions		-		222,633
Reimbursement for out-of-pocket expenses		2,500		2,500
Cash distribution		9,560		7,080
Amounts paid and/or accrued to General Partner	$	307,632	$	530,449

3. INVESTMENT PROPERTIES:

AtThe ~~December~~total ~~31,~~cost ~~2022~~of ~~and~~the ~~2021,~~Properties ~~$2,090~~includes ~~and~~the ~~$4,533,~~original ~~respectively,~~purchase ~~were~~price ~~the~~plus ~~distributions~~acquisition ~~payable~~fees and other capitalized costs paid to an affiliate of the ~~General~~former ~~Partner~~general partners of the Partnership.

~~6. TRANSACTIONS WITH OWNERS WITH GREATER THAN TEN PERCENT BENEFICIAL INTERESTS:~~24

AsDIVALL ofINSURED ~~December~~INCOME ~~31,~~PROPERTIES ~~2022,~~2 anLIMITED Advisory Board Member, Jesse Small, beneficially owns greater than ten percent of the Partnership’s outstanding limited partnership interests. Amounts paid to Mr. Small for the fiscal years ended December 31, 2022 and 2021 are as follows:PARTNERSHIP

~~SCHEDULE OF ADVISORY BOARD FEES PAID~~ NOTES TO ~~JESSE~~FINANCIAL ~~SMALL~~STATEMENTS

	December 31, 2022		December 31, 2021
Advisory Board Fees paid	$	3,500	$	3,500
	$	3,500	$	3,500

DECEMBER 31, 2023 AND 2022

AtAs of December 31, ~~2022~~2023, ~~and~~the ~~2021~~Partnership owned three Properties, ~~there~~all ~~were~~of nowhich ~~outstanding~~contained ~~Advisory~~fully ~~Board~~constructed ~~fees~~Wendy’s restaurants. ~~accrued~~The Properties are all located in South Carolina and ~~payable~~are toincluded ~~Mr.~~in ~~Small~~Properties held for sale.

74. ~~CONTINGENT~~PARTNERSHIP ~~LIABILITIES~~AGREEMENT:

~~According~~The toLimited ~~the~~ Partnership Agreement, ~~TPG,~~ as ~~General~~amended ~~Partner~~from oftime ~~the Partnership, may receive a disposition fee not~~ to ~~exceed~~time ~~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”)~~collectively, ~~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~~Agreement”). 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~~amended,~~500,000.~~ ~~Upon reaching such recovery level, full disposition fees would thereafter be payable and fifty percent of the previously~~effective ~~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~~October ~~were not achieved~~20, ~~TPG would contribute the amounts escrowed toward the recovery until the three original partnerships were made whole. In lieu of a disposition fee escrow~~2020, ~~fifty percent of all such disposition fees previously discussed were paid directly~~ to aextend ~~restoration account and then distributed among~~ the ~~three~~term ~~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~~Partnership ~~disposition fee amount paid~~ to ~~the~~November ~~three~~30, 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 account2023, ~~and~~or ~~which~~until ~~was~~dissolution ~~previously~~prior ~~reflected~~thereto aspursuant ~~Partnership recovery income, may be owed~~ to ~~TPG if~~ the ~~$6,000,000 recovery~~ ~~level~~consent ~~is met. As~~ of ~~December 31, 2022,~~ the ~~Partnership~~majority ~~may~~of ~~owe TPG $16,296 if~~ the ~~$6,000,000~~outstanding ~~recovery~~limited ~~level~~partnership ~~is achieved~~interests. ~~TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved.~~

26Under 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.

~~DIVALL~~The ~~INSURED~~provisions ~~INCOME~~regarding ~~PROPERTIES~~distribution 2of ~~LIMITED~~Net ~~PARTNERSHIP~~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 partners, 99%, and to the General Partner, 1%, of remaining Net Proceeds available for distribution.

~~NOTES~~During TOthe ~~FINANCIAL~~2020 ~~STATEMENTS~~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.

~~DECEMBER~~5. ~~31,~~TRANSACTIONS ~~2022~~WITH GENERAL PARTNER AND ~~2021~~ITS AFFILIATES:

AsPursuant ~~per~~to the ~~Partnership~~terms of the Permanent Manager Agreement (the “PMA”) executed in 1993 and renewed for an additional two-year term as of January 1, it2023, ~~has~~the ~~been~~General Partner receives a Base Fee for managing the ~~consistent~~Partnership ~~practice~~equal to four percent of gross receipts, subject to an initial annual minimum amount of $159,000. The PMA also provides that the Partnership tois ~~compensate~~responsible for reimbursement of the General Partner for office rent and related office overhead (“~~G.P.~~Expenses”) up to an initial annual maximum of $13,250. ~~for~~Both ~~leasing~~the Base Fee and ~~property~~Expense ~~sales~~reimbursement ~~commissions~~are subject to annual Consumer Price Index based adjustments. ToEffective March 1, 2021, Management has elected to roll back the ~~extent~~last afive ~~particular~~years ~~property~~of isCPI ~~sold,~~increases ~~any~~to ~~unamortized~~their ~~leasing~~2016 ~~commissions~~level ~~earned~~and ~~previously~~suspend any future CPI adjustments. Therefore, byas of March 1, 2021, the ~~G.P.~~minimum ~~for~~annual aBase ~~property~~Fee ispaid ~~applied~~by asthe aPartnership ~~reduction~~was decreased to $272,316 and the ~~sales~~maximum ~~commission~~annual ~~due~~Expenses ~~the~~reimbursement remained Gat $23,256.P.

~~During~~For ~~2021,~~purposes ~~six~~of ~~(6)~~computing ~~Wendy’s~~the ~~leases~~four ~~were~~percent ~~extended~~overall ~~twenty~~fees, ~~(20)~~gross ~~years~~receipts ~~through~~include ~~2040~~amounts recovered in connection with ~~significant~~the ~~increases~~misappropriation of inassets ~~fixed~~by ~~rents.~~the ~~Such~~former ~~extended terms~~general partners and ~~future~~their ~~rentals~~affiliates. ~~are~~The ~~subject~~fees toreceived ~~market~~from ~~leasing~~the ~~commissions~~Partnership ~~for~~on the ~~G.P.~~amounts ~~not~~recovered toreduce the ~~exceed~~four ~~3%,~~percent ~~subject~~minimum tofee ~~the~~by ~~G.P.’s~~that ~~discretion~~same amount.

Although the lease terms were extended twenty (20) years through December 31, 2040 and a 3% commission would equate to $609,138 on guaranteed fixed rentals, the G.P. believes a market negotiation would limit any lease commission to the first 10 years of term. Accordingly, the commission for ten (10) years would equate to $304,569 payable on the commencement date of the extended term as of January 1, 2021. However, it is the policy of the Partnership to reduce extended commissions due by the unamortized balance of deferred leasing commissions previously paid. In the instant case, the unamortized balance remaining at December 31, 2020 for the previous term through November 6, 2026 for the six (6) properties was $81,935; which reduces the commission due on January 1, 2021 to $222,634. Again, however, it is the policy of the Partnership to reduce future sales commissions earned from property sales by the unamortized balance of related properties unamortized leasing commissions. If these properties are sold in two years the only amortized commission would be $44,526 and the balance paid of $178,108 would reduce the future property sales commissions earned by $178,108. The Partnership made installment payments to the G.P. during 2021 to satisfy the obligation.25

8.DIVALL ~~PMA~~INSURED ~~INDEMNIFICATION~~INCOME ~~TRUST:~~PROPERTIES 2 LIMITED PARTNERSHIP

~~The~~NOTES ~~PMA~~TO ~~provides~~FINANCIAL that TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving as the 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 (“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, $230,139 of earnings has been credited to the Trust as of December 31, 2022. The rights of TPG to the Trust will 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.STATEMENTS

9.DECEMBER ~~FAIR~~31, ~~VALUE~~2023 ~~DISCLOSURES:~~AND 2022

~~The~~Amounts ~~Partnership~~paid ~~has~~and/or ~~determined~~accrued ~~the~~to ~~fair value based on hierarchy that gives~~ the ~~highest~~General ~~priority~~Partner toand ~~quoted~~its ~~prices~~affiliates ~~in active markets~~ for ~~identical assets and liabilities (Level 1) and~~ the ~~lowest~~years ~~priority~~ended toDecember ~~unobservable~~31, ~~inputs~~2023 ~~(Level~~and ~~3).~~2022, ~~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~~follows:

	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.

	Incurred for the Year ended December 31, 2023		Incurred for the Year ended December 31, 2022

General Partner
Management fees (including non-contractual assumption of independent financial services)	$	272,316	$	272,316
Overhead allowance		23,256		23,256
Sales commissions		267,899		34,822
Reimbursement for out-of-pocket expenses		2,500		2,500
Distributions declared		56,882		9,560
Amounts paid and/or accrued to General Partner	$	622,853	$	342,454

~~Except~~At ~~for~~December ~~the~~31, ~~U.S.~~2023 ~~Treasury~~and ~~securities~~2022, ~~held~~$29,048 byand ~~the~~$2,090, ~~PMA~~respectively, ~~Indemnification~~were ~~Trust~~the ~~which~~distributions ~~are~~payable ~~Level~~to ~~1 securities,~~ the ~~Partnership~~General ~~did not have any assets or liabilities measured at fair value on a recurring or nonrecurring basis at December 31, 2022 and 2021~~Partner.

106. ~~SUBSEQUENT~~TRANSACTIONS ~~EVENTS~~WITH OWNERS WITH GREATER THAN TEN PERCENT BENEFICIAL INTERESTS:

OnAs ~~February~~of 15December 31, 2023, ~~the~~an ~~Partnership~~Advisory ~~made~~Board aMember, ~~distribution~~Jesse toSmall, beneficially owns greater than ten percent of the Partnership’s outstanding limited ~~partners~~partnership ofinterests. ~~$475,000~~Amounts inpaid to Mr. Small for the ~~aggregate~~fiscal years ended December 31, ~~which~~2023 ~~amounted~~and to2022 ~~$10.26 per~~are ~~Interest.~~as follows:

OnSCHEDULE ~~March~~OF ~~17,~~ADVISORY ~~2023,~~BOARD ~~the~~FEES ~~Partnership~~PAID ~~signed~~TO aJESSE ~~sale agreement to sell the Martintown Road property for $1,350,000. The sale is expected to close on or about March 31, 2023.~~SMALL

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

	December 31, 2023		December 31, 2022
Advisory Board Fees paid	$	3,000	$	3,500
	$	3,000	$	3,500

27At December 31, 2023 and 2022, there were no outstanding Advisory Board fees accrued and payable to Mr. Small.

~~Item 9~~7. CONTINGENT ~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~LIABILITIES:

~~See~~According ~~Item~~to 14the 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 December 31, 2023, the Partnership may owe TPG $16,296 if the $6,000,000 recovery level is achieved. TPG does not expect any future refund, as it is uncertain that such a $6,000,000 recovery level will be achieved.

~~Item 9A. Control and Procedures~~26

~~Disclosure~~DIVALL ~~Controls~~INSURED ~~and~~INCOME ~~Procedures.~~PROPERTIES 2 LIMITED PARTNERSHIP

~~Under~~NOTES ~~the~~TO ~~supervision~~FINANCIAL and with the participation of management, including the persons performing the functions of principal executive officer and principal financial officer of the Partnership, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15I under the Securities Exchange Act of 1934 (the “Exchange Act”)), and, based upon that evaluation, concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management in a manner that allows timely decisions regarding required disclosure.STATEMENTS

~~(b)~~DECEMBER Internal Control Over Financial Reporting. The General Partner, through its management, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, and for performing an assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2022.~~2023 ~~Internal~~AND control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the General Partner; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.2022

Management of the General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based upon criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)7. ~~Based on our assessment, management of the General Partner determined that our internal control over~~ ~~financial~~CONTINGENT ~~reporting~~LIABILITIES ~~was effective as of December 31, 2022 based on the criteria in Internal Control-Integrated Framework~~ (~~2013~~cont’d) ~~issued by the COSO.~~:

~~This~~As ~~annual~~per ~~report~~the ~~does~~Partnership ~~not~~Agreement, ~~include~~it anhas ~~attestation~~been ~~report~~the ofconsistent ~~our~~practice ~~registered~~of ~~public~~the ~~accounting~~Partnership ~~firm~~to ~~regarding~~compensate ~~internal~~the ~~control~~General ~~over~~Partner ~~financial reporting~~(“G.P.”) for ~~Management’s~~leasing ~~report~~and ~~was~~property ~~not~~sales ~~subject~~commissions. toTo ~~attestation~~the byextent ~~our~~a ~~registered~~particular ~~public~~property ~~accounting~~is ~~firm~~sold, ~~pursuant~~any tounamortized ~~rules~~leasing ofcommissions ~~the~~earned previously ~~Securities~~by ~~and~~the ~~Exchange~~G.P. ~~Commission~~for ~~that~~a ~~permit~~property usis toapplied ~~provide~~as ~~only~~a ~~management’s~~reduction ~~report~~to inthe ~~this~~sales ~~annual~~commission ~~report~~due the G.P.

~~(ii)~~ During 2021, ~~the~~six ~~most~~(6) ~~recent~~Wendy’s ~~period~~leases ~~covered~~were byextended ~~this~~twenty ~~report,~~(20) ~~there~~years ~~has~~through ~~been~~2040 nowith ~~change~~significant increases in ~~our~~fixed ~~internal~~rents. ~~control~~Such ~~over financial reporting (as defined~~extended interms ~~Rule~~and ~~13a-15(f)~~future ~~under~~rentals ~~the~~are ~~Exchange~~subject ~~Act)~~to ~~that~~market ~~has~~leasing ~~materially~~commissions ~~affected,~~for orthe isG.P. ~~reasonably~~not ~~likely~~ to ~~materially~~exceed ~~affect~~3%, ~~our~~subject ~~internal~~to ~~control over~~the ~~financial~~G.P.’s ~~reporting~~discretion.

~~Item~~Although 9Bthe lease terms were extended twenty (20) years through December 31, 2040 and a 3% commission would equate to $609,138 on guaranteed fixed rentals, the G.P. ~~Other~~believes ~~Information~~a market negotiation would limit any lease commission to the first 10 years of term. Accordingly, the commission for ten (10) years would equate to $304,569 payable on the commencement date of the extended term as of January 1, 2021. However, it is the policy of the Partnership to reduce extended commissions due by the unamortized balance of deferred leasing commissions previously paid. In the instant case, the unamortized balance remaining at December 31, 2020 for the previous term through November 6, 2026 for the six (6) properties was $81,935; which reduces the commission due on January 1, 2021 to $222,634. If these properties are sold in two years the only amortized commission would be $44,526 and the balance paid of $178,108 would reduce the future property sales commissions earned by $178,108. The Partnership made installment payments to the G.P. during 2021 to satisfy the obligation.

~~None.~~The impact of the General Partner initiated policy of reducing sales commissions (up to 3% of sales price) by the unamortized leasing commissions at date of sale can be summarized below:

PART III

	TPG Sales Commission Paid (Net of unamortized leasing commission)
Property	Amount		Percentage
2022 Sales
Walton Way	$	34,821.79		2.18	%

2023 Sales
Martintown Rd	$	31,012.68		2.30	%

Mt Pleasant, SC		66,225.91		2.06	%

Applebee's		21,250.00		1.00	%

Peach Orchard		77,282.53		2.02	%

Whiskey Rd		72,128.03		1.90	%
	$	267,899.15

~~Item~~Had ~~10.~~leasing ~~Directors~~commissions ~~and~~been ~~Executive~~paid ~~Officers~~on the full twenty-year extension terms of the ~~Registrant~~six (6) extended Wendy’s leases, there would have been only, approximately, a 1% sales commission due on the five (5) Wendy’s sold in 2023 after the related unamortized leasing commissions.

~~The~~These ~~Partnership~~commission ~~itself~~terms ~~does~~were ~~not~~negotiated ~~have~~in ~~any~~1993 ~~employees,~~in ~~executive~~exchange ~~officers~~for oreliminating ~~directors~~the ~~and,~~10% General ~~therefore,~~Partner ~~has~~distribution nopercentage ~~board~~from ~~committees~~the Partnership Agreement as then in effect.

The General Partner of the Partnership is TPG. TPG’s principal office is located at 1900 W 75th Street, Suite 100, Prairie Village, Kansas 66208. TPG was elected General Partner by vote of the Limited Partners effective on May 26, 1993. Prior to such date, TPG had been managing the Partnership since February 8~~, 1993, under the terms of the PMA, which remains in effect~~. ~~See Items 1 and 13~~ ~~hereof for additional information about the~~ PMA ~~and~~INDEMNIFICATION ~~the election of TPG as General Partner.~~TRUST:

The ~~executive~~PMA ~~officer~~provides ~~and~~that ~~director~~TPG will be indemnified from any claims or expenses arising out of, or relating to, TPG serving as the General Partner, so ~~who~~long ~~controls~~as such claims do not arise from fraudulent or criminal misconduct by TPG. The PMA provides that the ~~affairs~~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. isAn Indemnification Trust (“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, $230,139 of earnings has been credited to the Trust as of December 31, 2023. The rights of TPG to the Trust will 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.

~~Bruce A~~9. FAIR ~~Provo,~~VALUE ~~Age –72 - President, Founder and Director, TPG.~~DISCLOSURES:

~~Mr.~~The ~~Provo~~Partnership has ~~been~~determined ~~involved in~~ the ~~management~~fair ofvalue ~~real~~based ~~estate~~on ~~and~~hierarchy ~~other~~that ~~asset~~gives ~~portfolios~~the ~~since~~highest ~~1979.~~priority ~~TPG~~to ~~was~~quoted ~~founded~~prices byin ~~Mr.~~active ~~Provo~~markets infor ~~1985~~identical assets and heliabilities ~~has~~(Level ~~served~~1) asand ~~its~~the ~~President~~lowest ~~since~~priority ~~its formation. TPG’s focus has been~~ to ~~provide~~unobservable ~~professional~~inputs ~~real~~(Level ~~estate services to outside clients~~3). ~~Since~~Inputs ~~the~~are ~~founding~~broadly ofdefined ~~TPG in 1985, Mr. Provo has also founded various entities engaged in unique businesses such~~ as ~~Rescue Services,~~assumptions ~~Owner~~market ~~Representation,~~participants ~~Asset~~would ~~Management,~~use ~~Managed~~in ~~Financial~~pricing ~~and~~an ~~Accounting~~asset ~~Systems,~~or ~~Investments, and Virtual Resort Services~~liability. The ~~entities are~~three ~~generally~~levels ~~grouped under an informal umbrella known as The Provo Group~~ of ~~Companies.~~the ~~Since~~fair ~~TPG~~value ~~was~~hierarchy ~~appointed~~under ~~General~~the ~~Partner~~accounting ~~to the~~principle ~~Partnership~~are indescribed ~~1993, Mr. Provo has been primarily responsible for making management, leasing and disposition decisions on behalf of the Partnership.~~below:

From 1982 to 1986, Mr. Provo also served as President and Chief Operating Officer of the North Kansas City Development Company (“NKCDC”), North Kansas City, Missouri. NKCDC was founded in 1903 and the assets of the company were sold in December 1985 for $102,500,000. NKCDC owned commercial and industrial properties, including an office park and a retail district, as well as apartment complexes, motels, recreational facilities, fast food restaurants, and other properties. NKCDC’s holdings consisted of over 100 separate properties and constituted approximately 20% of the privately held real property in North Kansas City, Missouri (a four-square mile municipality). Following the sale of the company’s real estate, Mr. Provo served as the President, Chief Executive Officer and Liquidating Trustee of NKCDC from 1986 to 1991.

	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.

~~Mr.~~The ~~Provo~~fair ~~graduated~~value ~~from~~hierarchy ~~Miami~~is ~~University,~~based ~~Oxford,~~on ~~Ohio~~the inlowest ~~1972~~level ~~with~~of ainput ~~B.S.~~that inis ~~Accounting.~~significant Heto ~~became~~the afair ~~Certified~~value ~~Public~~measurements. ~~Accountant~~The ~~in 1974~~Partnership’s ~~and~~assessment ~~was~~of the significance of a ~~manager~~particular ininput to the ~~banking~~fair ~~and~~value ~~financial~~measurement ~~services~~in ~~division~~its ofentirety ~~Arthur~~requires ~~Andersen~~judgment ~~LLP~~and ~~prior~~considers factors specific to ~~joining~~the ~~Rubloff~~investment. ~~Development~~The ~~Corporation in~~assets ~~1979.~~held ~~From~~in ~~1979~~the ~~through~~indemnification ~~1985,~~trust ~~Mr.~~account ~~Provo~~are ~~served~~invested asin ~~Vice~~one ~~President~~year -treasury ~~Finance~~bills ~~and~~which ~~then~~are asmeasured using ~~President~~level of1 ~~Rubloff~~fair ~~Development~~value ~~Corporation~~inputs.

~~The~~Except ~~members~~for of the ~~Advisory~~U.S. ~~Board~~Treasury ofsecurities ~~the~~held ~~Partnership~~by ~~are~~the ~~identified~~PMA ~~below.~~Indemnification ~~The~~Trust ~~Advisory~~which ~~Board~~are ~~provides~~Level ~~guidance~~1 tosecurities, ~~management of~~ the Partnership~~; however,~~ itdid ~~does~~ not have ~~the~~any assets ~~express power~~ or ~~authority~~liabilities tomeasured ~~oversee~~at ~~and~~fair ~~direct~~value ~~the~~on ~~operations~~a ofrecurring ~~the~~or ~~Partnership~~nonrecurring ~~and~~basis ~~its~~at ~~members~~December ~~are not~~31, ~~deemed~~2023 ~~“Directors”~~and ~~or “Executive Officers” of the Partnership~~2022.

~~Jesse Small – CPA~~10. ~~Mr. Small has been a tax and business consultant in Hallandale, FL for more than 30 years. Mr. Small has a~~ ~~Master’s~~SUBSEQUENT Degree in Economics. Mr. Small is a Limited Partner, and the Partnership believes that as an Advisory Board member, he generally represents the views of Limited Partners. During the past five years after retiring from the accounting profession, Mr. Small has been developing property on the east and west coast of Florida.EVENTS

~~Albert~~We ~~Kramer~~have -reviewed ~~Retired.~~all ~~Mr.~~material ~~Kramer~~events isthrough ~~now~~the ~~retired,~~date but previously worked as Tax Litigation Manager for Phillips Petroleum Company, now known as ConocoPhillips. His education includes undergraduate and MBA degrees from Harvard and a J.D. Degree from South Texas College of ~~Law. Mr. Kramer is a Limited Partner, and~~ the ~~Partnership~~issuance ~~believes~~of ~~that~~this asreport anin ~~Advisory~~accordance ~~Board~~with ~~member~~ASC ~~he generally represents the views of Limited Partners~~855-10.

2927

~~Code~~Item of9. ~~Ethics~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~The~~See ~~Partnership~~Item ~~has no executive officers or any employees and, accordingly, has not adopted a formal code of ethics~~14.

~~Mr.~~Item Provo and TPG require that all personnel, including all employees, officers and directors of TPG: engage in honest and ethical conduct; ensure full, fair, accurate, timely and understandable disclosure; comply with all applicable governmental laws, rules and regulations; and report to Mr9A. ~~Provo~~Control ~~any deviation from these principles. Because TPG has two employees (including Mr. Provo),~~ and because Mr. Provo is the ultimate decision maker in all instances, TPG has not adopted a formal code of ethics. Mr. Provo, as Chief Executive Officer and Chairman of the Board of Directors of TPG, negotiates and resolves all conflicts to the best of his ability and determines appropriate actions if necessary to deter violations and promote accountability, consistent with his fiduciary obligations to TPG and the fiduciary obligations of TPG to the Partnership.Procedures

~~Delinquent~~Disclosure ~~Section~~Controls ~~16(a)~~and ~~Reports~~Procedures.

~~Section~~Under ~~16(a)~~the ofsupervision and with the ~~Exchange~~participation ~~Act~~of ~~requires~~management, including the persons performing the functions of ~~directors,~~principal executive ~~officers,~~ officer and ~~persons~~principal ~~who~~financial ~~beneficially~~officer ~~own more~~of ~~than~~the ~~ten~~Partnership, ~~percent~~evaluated the effectiveness of athe ~~registered~~design ~~class~~and operation of our ~~equity~~disclosure ~~securities~~controls and toprocedures ~~file~~(as ~~with~~defined in Rule 13a-15(e) under the ~~SEC~~Securities ~~initial~~Exchange ~~reports~~Act of ~~ownership~~1934 (the “Exchange Act”)), and, ~~reports~~based ofupon ~~changes~~that inevaluation, ~~ownership~~concluded that, as of ~~common~~the ~~stock~~end of the period covered by this report, our disclosure controls and ~~other~~procedures ~~equity~~were ~~securities~~effective in ofensuring that information required to be disclosed by us in the ~~Company.~~reports ~~Executive~~that ~~officers~~we file or submit under the Exchange Act is recorded, processed, ~~directors~~summarized and ~~greater~~reported ~~than~~within ~~ten~~the ~~percent stockholders~~time ~~are~~periods ~~required~~specified byin ~~SEC~~applicable ~~regulations~~rules toand ~~furnish~~forms usand ~~with~~that ~~copies~~such ofinformation ~~all~~is ~~Section~~accumulated and ~~16(~~communicated to management in a) ~~forms~~manner ~~they~~that ~~file~~allows timely decisions regarding required disclosure.

To(b) ~~our~~Internal ~~knowledge,~~Control ~~based~~Over ~~solely~~Financial ~~upon~~Reporting. aThe ~~review~~General ofPartner, ~~Forms~~through 3its ~~and~~management, 4is responsible for establishing and ~~amendments~~maintaining adequate ~~thereto~~internal ~~furnished~~control toover usour ~~under~~financial ~~Rule~~reporting, ~~16I~~as defined in Rule 13a-15(ef) ~~during~~under the Exchange Act, and for performing an assessment ~~fiscal~~of ~~year~~the ~~ended~~effectiveness of our internal control over financial reporting as of December 31, ~~2022,~~2023. ~~Forms~~Internal 5control ~~and~~over ~~any~~financial ~~amendments~~reporting is ~~thereto~~a ~~furnished~~process designed to usprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~respect~~US GAAP. Our system of internal control over financial reporting includes those policies and procedures that (i) pertain to the ~~fiscal~~maintenance ~~year~~of ~~ended December~~records 31that, ~~2022~~in reasonable detail, accurately and fairly reflect the ~~representations~~transactions and ~~made~~dispositions byof the ~~reporting~~assets ~~persons~~of tothe ~~us,~~Company; we(ii) ~~believe~~provide reasonable assurance that ~~during~~transactions ~~the~~are ~~fiscal~~recorded ~~year~~as ~~ended~~necessary to permit ~~December~~preparation ~~31,~~of ~~2022~~financial statements in accordance with US GAAP, ~~our~~and ~~executive~~that ~~officers~~receipts and ~~directors~~expenditures of the Company are being made only in accordance with authorizations of management of the General Partner; and ~~all~~(iii) ~~persons~~provide ~~who~~reasonable ~~own~~assurance ~~more~~regarding ~~than~~prevention ~~ten~~or timely ~~percent~~detection of aunauthorized ~~registered~~acquisition, ~~class~~use, or disposition of ~~our equity~~the ~~securities~~Company’s ~~complied~~assets ~~with~~that ~~all~~could ~~Section~~have ~~16(~~a) ~~filing~~material ~~requirements~~effect on the financial statements.

~~Item~~Management 11of the General Partner performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based upon criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). ~~Executive~~Based ~~Compensation~~on our assessment, management of the General Partner determined that our internal control over financial reporting was effective as of December 31, 2023 based on the criteria in Internal Control-Integrated Framework (2013) issued by the COSO.

~~The~~This ~~Partnership~~annual ~~has~~report does not ~~paid~~include ~~any~~an ~~executive~~attestation ~~compensation~~report ~~to the General Partner or to the directors and officers~~ of ~~the~~our ~~General~~registered ~~Partner.~~public ~~The person~~accounting ~~that~~firm ~~performs~~regarding ~~the~~internal ~~role~~control ofover ~~principal~~ financial reporting. ~~officer~~Management’s ofreport ~~the~~was ~~Partnership~~not issubject ~~a consultant~~ to ~~the~~attestation ~~General~~by ~~Partner~~our ~~and~~registered ~~receives~~public ~~fees from~~accounting ~~the~~firm ~~General Partner (but not directly from the Partnership)~~ pursuant to ~~that~~rules ~~relationship. The General Partner’s participation in the income~~ of the Securities ~~Partnership~~and isExchange ~~set~~Commission ~~forth~~that inpermit ~~the~~us ~~Partnership~~to ~~Agreement,~~provide asonly ~~amended. The General Partner received~~ management’s ~~fees and~~report ~~expense~~in ~~reimbursements~~this ~~during~~annual ~~the year~~report.

~~See~~(ii) ~~Item~~During ~~13,~~the ~~below,~~most ~~and~~recent ~~Note~~period 5covered toby ~~the~~this ~~Financial~~report, ~~Statements~~there inhas ~~Item~~been 8no ~~hereof~~change ~~for~~in ~~further~~our ~~discussion~~internal ofcontrol ~~payments~~over byfinancial ~~the~~reporting ~~Partnership~~(as ~~to the~~defined ~~General~~in ~~Partner~~Rule ~~and~~13a-15(f) under the ~~former~~Exchange ~~general~~Act) ~~partners.~~that ~~The~~has ~~principal~~materially ~~executive~~affected, ~~officer~~or ofis ~~the~~reasonably ~~General~~likely ~~Partner~~to ismaterially ~~not~~affect, ~~directly~~our ~~compensated~~internal bycontrol ~~the~~over ~~Partnership~~financial ~~for controlling the affairs of the Partnership~~reporting.

Item 129B. ~~Security~~Other ~~Ownership of Certain Beneficial Owners and Management~~Information

~~(a) The~~During ~~following~~the ~~table~~fiscal ~~sets~~quarter ~~forth~~ended ~~certain~~December ~~information~~31, 2023, ~~with~~none ~~respect~~of tothe ~~such~~General ~~beneficial~~Partner, ~~ownership~~nor ofany ~~the~~affiliate ~~Partnership~~thereof, asadopted ofor ~~March~~terminated 1any contract, ~~2023. Based~~instruction onor ~~information~~written ~~known~~plan tofor the purchase ~~Partnership~~ or ~~filed~~sale byof ~~limited~~any ~~partners~~of ~~with~~ the ~~SEC,~~Partnership’s ~~the~~securities ~~following~~that ~~persons~~was ~~are~~intended ~~known~~ to ~~beneficially own~~satisfy 5%the oraffirmative ~~more~~defense conditions of ~~the~~Rule 10b5-1(c) ~~outstanding~~or ~~Interests~~any as“non-Rule ~~follows:~~10b5-1 trading arrangement.”

		Interests		Percentage of
Title of	Name and Address of	Beneficially		Interests
Class	Beneficial Owner	Owned		Outstanding (1)
Limited Partnership Interest	Jesse Small		7,519.94		16.25	%
	401 NW 10th Terrace
	Hallandale, FL33009
Limited Partnership Interest	Ira Gaines		4,160.03		8.99	%
	1819 E. Morten Ave. Suite 180
	Phoenix, AZ 85020
Limited Partnership Interest	Barry Zemel		2,882.20		6.23	%
	1819 E. Morten Ave. Suite 180

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~(1) Based on 46,280~~None.~~3 Interests outstanding as of March 1, 2023.~~

~~(b) As of March 1, 2023, the General Partner and the person who performs the functions of the principal executive officer of the General Partner did not beneficially own any Interests.~~28

~~(c)~~PART ~~Management knows of no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change of control of the Partnership, except for provisions in the PMA.~~III

30Item 10. Directors and Executive Officers of the Registrant

~~Item~~The ~~13.~~Partnership ~~Certain~~itself ~~Relationships~~does ~~and~~not ~~Related~~have ~~Transactions~~any employees, executive officers or directors and, ~~Director~~therefore, ~~Independence~~has no board committees.

~~Pursuant~~The toGeneral ~~the~~Partner ~~terms~~ of the ~~PMA,~~Partnership ~~the~~is ~~General~~TPG. ~~Partner~~TPG’s ~~receives~~principal aoffice ~~Base~~is ~~Fee~~located ~~for~~at ~~managing~~1900 ~~the~~W ~~Partnership~~75th ~~equal to four percent of gross receipts~~Street, ~~subject~~ toSuite ~~a $159~~100,~~000~~ ~~minimum~~Prairie Village, ~~annually~~Kansas 66208. ~~The~~TPG ~~PMA~~was ~~also~~elected ~~provides~~General ~~that~~Partner ~~the~~by ~~Partnership~~vote isof ~~responsible~~the ~~for~~Limited ~~reimbursement~~Partners ~~for~~effective ~~office~~on ~~rent and~~May ~~related office overhead (“Expenses”) up to a maximum of $13~~26,~~250~~ ~~annually~~1993. ~~Both~~Prior ~~the~~to ~~Base~~such ~~Fee and Expense reimbursement~~date, ~~are~~TPG ~~subject~~had tobeen ~~annual~~managing ~~Consumer~~the ~~Price~~Partnership ~~Index~~since ~~based~~February ~~adjustments. Effective March 1~~8, ~~2021~~1993, ~~Management~~under ~~has elected to roll back~~ the ~~last~~terms ~~five years~~ of ~~CPI~~the ~~increases~~PMA, towhich ~~their~~remains ~~2016~~in ~~level and suspend any future CPI adjustments~~effect. ~~Therefore,~~See asItems ~~of March~~ 1, ~~2021,~~and ~~the minimum annual~~13 ~~Base~~hereof ~~Fee~~for ~~paid~~additional byinformation about the ~~Partnership~~PMA ~~was decreased to $272,316~~ and the ~~maximum~~election ~~annual~~of ~~Expenses~~TPG ~~reimbursement~~as ~~remained~~General ~~at $23,256~~Partner.

~~Additionally,~~The ~~TPG,~~executive orofficer ~~its~~and ~~affiliates,~~director ~~are allowed up to one-half~~ of the ~~commissions~~General ~~customarily~~Partner ~~charged~~who bycontrols ~~other brokers in arm’s-length sales transactions involving comparable properties in~~ the ~~same~~affairs ~~geographic area, but such TPG commissions are not to exceed three percent~~ of ~~the~~ ~~contract price on~~ the ~~sale~~Partnership ~~of an investment property. The payment of a portion of such fees~~ is ~~subordinated to TPG’s success at recovering the funds misappropriated by the former general partners. See Note 7 to the financial statements for further information.~~:

~~The~~Bruce ~~PMA had an original expiration date of December 31, 2002~~A. ~~The term of the PMA has been extended multiple times and is currently set to expire on December 31~~Provo, ~~2024.~~Age ~~The~~–73 ~~PMA~~- ~~can be terminated earlier (a) by a vote at any time by a majority in interest of the Limited Partners~~President, ~~(b)~~ ~~upon~~Founder ~~the dissolution~~ and ~~winding up of the Partnership~~Director, ~~(c) upon the entry of an order of a court finding that~~ TPG has engaged in fraud or other like misconduct or has shown itself to be incompetent in carrying out its duties under the Partnership Agreement, or (d) upon sixty (60) days written notice from TPG to the Limited Partners of the Partnership. Upon termination of the PMA, other than by the voluntary action of TPG, TPG will be paid a termination fee of one month’s Base Fee allocable to the Partnership, subject to a minimum of $13,250. In the event that TPG is terminated by action of a substitute general partner, TPG shall also receive, as part of this termination fee, 4% of any proceeds recovered with respect to the obligations of the former general partners, whenever such proceeds are collected.

~~Under~~Mr. ~~the~~Provo ~~PMA,~~has ~~TPG~~been ~~will~~involved bein ~~indemnified by~~ the ~~Partnership,~~management ~~DiVall~~of ~~and~~real ~~Magnuson,~~estate and ~~their~~other ~~controlled~~asset ~~affiliates,~~portfolios ~~and~~since ~~held~~1979. ~~harmless~~TPG ~~from~~was ~~all claims~~founded ofby ~~any~~Mr. ~~party~~Provo toin ~~the Partnership Agreement~~ 1985 and ~~from~~he ~~any~~has ~~third~~served ~~party~~as ~~including,~~its ~~without~~President ~~limitation,~~since ~~the~~its ~~Limited~~formation. ~~Partners~~TPG’s offocus ~~the Partnership,~~has ~~for~~been ~~any~~to ~~and~~provide ~~all~~professional ~~liabilities,~~real ~~damages,~~estate ~~costs~~services ~~and~~to ~~expenses, including reasonable attorneys’ fees, arising from or related~~outside toclients. ~~claims~~Since ~~relating to or arising from~~ the ~~PMA~~founding orof ~~its~~TPG ~~status~~in as1985, ~~Permanent Manager~~Mr. ~~The~~Provo ~~indemnification~~has ~~does~~also ~~not~~founded ~~extend~~various toentities ~~claims~~engaged ~~arising from~~in ~~fraud~~unique orbusinesses ~~criminal~~such ~~misconduct of TPG~~ as ~~established~~Rescue ~~by court findings. To the extent possible~~Services, ~~the Partnership is to provide TPG~~ ~~with~~Owner ~~appropriate~~Representation, ~~errors~~Asset ~~and omissions~~Management, ~~officer’s~~Managed ~~liability~~Financial orand ~~similar~~Accounting ~~insurance~~Systems, ~~coverage~~Investments, atand noVirtual ~~cost~~Resort ~~to TPG~~Services. InThe ~~addition, TPG was~~entities ~~granted~~are ~~the~~generally ~~right~~grouped tounder ~~establish~~ an ~~Indemnification~~informal ~~Trust~~umbrella inknown anas ~~original~~The ~~amount,~~Provo ~~not~~Group toof ~~exceed~~Companies. ~~$250,000,~~Since ~~solely~~TPG ~~for~~was ~~the~~appointed ~~purpose~~General ofPartner ~~funding~~to the ~~such~~Partnership ~~indemnification~~in ~~obligations~~1993, Mr. ~~Once~~Provo ~~a determination~~ has been ~~made~~primarily ~~that~~responsible nofor ~~such~~making ~~claims can or will be made against TPG~~management, ~~the~~leasing ~~balance of~~and ~~the~~disposition ~~Trust~~decisions ~~will~~on ~~become~~behalf ~~unrestricted property~~ of the Partnership. ~~The corpus of the Trust has been fully funded with Partnership assets.~~

~~Advisory~~From ~~Board~~1982 ~~Member~~to ~~Independence~~1986, Mr. Provo also served as President and Chief Operating Officer of the North Kansas City Development Company (“NKCDC”), North Kansas City, Missouri. NKCDC was founded in 1903 and the assets of the company were sold in December 1985 for $102,500,000. NKCDC owned commercial and industrial properties, including an office park and a retail district, as well as apartment complexes, motels, recreational facilities, fast food restaurants, and other properties. NKCDC’s holdings consisted of over 100 separate properties and constituted approximately 20% of the privately held real property in North Kansas City, Missouri (a four-square mile municipality). Following the sale of the company’s real estate, Mr. Provo served as the President, Chief Executive Officer and Liquidating Trustee of NKCDC from 1986 to 1991.

~~Although~~Mr. ~~not~~Provo ~~“directors”~~graduated orfrom ~~“officers”~~Miami ofUniversity, ~~the Partnership~~Oxford, ~~the~~Ohio ~~Partnership~~in ~~does~~1972 ~~evaluate~~with ~~whether~~a ~~the~~B.S. ~~members~~in ofAccounting. ~~the~~He ~~Advisory Board~~became ~~are~~a ~~“independent”~~Certified byPublic ~~evaluating~~Accountant ~~whether~~in ~~each~~1974 and ~~member~~was ~~has~~a ~~any~~manager ~~relationships or has engaged~~ in ~~any transactions that, in~~ the ~~opinion~~banking ofand ~~the~~financial ~~General~~services ~~Partner,~~division ~~would~~of ~~interfere~~Arthur ~~with~~Andersen ~~any~~LLP ~~Advisory~~prior ~~Board~~to ~~member’s~~joining ~~exercise~~Rubloff ofDevelopment ~~independent judgment with respect~~Corporation toin ~~matters concerning the Partnership~~1979. AsFrom a1979 ~~part~~through ~~of this evaluation the General Partner considers~~1985, ~~among~~Mr. ~~other~~Provo ~~things,~~served ~~transactions~~as ~~and relationships~~Vice ~~between~~President ~~any~~- ~~member~~Finance ~~of the Advisory Board or any member of his family~~ and ~~the~~then ~~Partnership.~~as ~~The~~President ~~General Partner believes that each~~ of ~~Messrs.~~Rubloff ~~Small~~Development ~~and Kramer are “independent”~~Corporation.

31The members of the Advisory Board of the Partnership are identified below. The Advisory Board provides guidance to management of the Partnership; however, it does not have the express power or authority to oversee and direct the operations of the Partnership and its members are not deemed “Directors” or “Executive Officers” of the Partnership.

~~The~~Jesse ~~Partnership~~Small ~~paid~~– CPA. Mr. Small has been a tax and~~/or~~ ~~accrued~~business ~~the~~consultant ~~following~~in toHallandale, ~~the~~FL ~~General~~for more than 30 years. Mr. Small has a Master’s Degree in Economics. Mr. Small is a Limited Partner, and ~~its~~the ~~affiliates~~Partnership inbelieves ~~2022~~that as an Advisory Board member, he generally represents the views of Limited Partners. During the past five years after retiring from the accounting profession, Mr. Small has been developing property on the east and ~~2021:~~west coast of Florida.

	Incurred for the		Incurred for the
	Year ended		Year ended
	December 31, 2022		December 31, 2021
General Partner
Management fees	$	272,316	$	274,980
Overhead allowance		23,256		23,256
Leasing commissions		-		222,633
Reimbursement for out-of-pocket expenses		2,500		2,500
Cash distribution		9,560		7,080
	$	307,632	$	530,449

Albert Kramer - Retired. Mr. Kramer is now retired, but previously worked as Tax Litigation Manager for Phillips Petroleum Company, now known as ConocoPhillips. His education includes undergraduate and MBA degrees from Harvard and a J.D. Degree from South Texas College of Law. Mr. Kramer is a Limited Partner, and the Partnership believes that as an Advisory Board member he generally represents the views of Limited Partners.

~~Item 14. Principal Accountant Firm Fees and Services~~29

~~Audit~~Code ~~Fees~~of Ethics

~~Aggregate~~The ~~billings~~Partnership ~~for~~has ~~the~~no ~~fiscal~~executive ~~year~~officers ~~ended~~or ~~December~~any ~~31,~~employees ~~2022~~ and ~~2021~~, ~~for audit and interim review services provided to the Partnership by its principal accounting firm~~accordingly, ~~Boulay~~has ~~PLLP~~not ~~amounted~~adopted toa ~~$48,573~~formal ~~and~~code ~~$41,336,~~of ~~respectively~~ethics.

~~Audit-Related~~Mr. ~~Fees~~Provo and TPG require that all personnel, including all employees, officers and directors of TPG: engage in honest and ethical conduct; ensure full, fair, accurate, timely and understandable disclosure; comply with all applicable governmental laws, rules and regulations; and report to Mr. Provo any deviation from these principles. Because TPG has two employees (including Mr. Provo), and because Mr. Provo is the ultimate decision maker in all instances, TPG has not adopted a formal code of ethics. Mr. Provo, as Chief Executive Officer and Chairman of the Board of Directors of TPG, negotiates and resolves all conflicts to the best of his ability and determines appropriate actions if necessary to deter violations and promote accountability, consistent with his fiduciary obligations to TPG and the fiduciary obligations of TPG to the Partnership.

~~For~~Delinquent ~~the~~Section ~~fiscal~~16(a) ~~years ended December 31, 2022 and 2021, Boulay PLLP did not perform any assurance and related services that were reasonably related to the performance of the audit or interim reviews.~~Reports

~~Tax~~Section 16(a) ~~Fees~~of the Exchange Act requires persons performing the functions of directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Executive officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

~~Aggregate~~To our ~~billings~~knowledge, ~~for~~based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us during the fiscal year ended December 31, ~~2022~~2023, Forms 5 and ~~2021,~~any ~~for~~amendments ~~tax~~thereto ~~preparation~~furnished ~~services~~to ~~provided~~us with respect to the ~~Partnership~~fiscal byyear ~~its~~ended ~~principal~~December ~~accounting~~31, ~~firm~~2023, and ~~Boulay~~the ~~PLLP~~representations ~~amounted~~made by the reporting persons to ~~$32~~ us,~~028~~ ~~and~~we ~~$35~~believe that during the fiscal year ended December 31,~~020~~ 2023, ~~respectively~~our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

~~All~~Item ~~Other~~11. ~~Fees~~Executive Compensation

~~For~~The Partnership has not paid any executive compensation to the ~~fiscal~~General ~~years~~Partner ~~ended~~or ~~December~~to ~~31,~~the ~~2022~~directors and ~~2021,~~officers ~~Boulay~~of ~~PLLP~~the ~~did~~General Partner. The person that performs the role of principal financial officer of the Partnership is a consultant to the General Partner and receives fees from the General Partner (but not ~~perform~~directly ~~any~~from ~~management~~the ~~consulting~~Partnership) orpursuant ~~other~~to ~~services~~that ~~for~~relationship. The General Partner’s participation in the income of the Partnership is set forth in the Partnership Agreement, as amended. The General Partner received management fees and expense reimbursements during the year.

32See Item 13, below, and Note 5 to the Financial Statements in Item 8 hereof for further discussion of payments by the Partnership to the General Partner and the former general partners. The principal executive officer of the General Partner is not directly compensated by the Partnership for controlling the affairs of the Partnership.

~~PART~~Item IV12. Security Ownership of Certain Beneficial Owners and Management

~~Item~~(a) 15The following table sets forth certain information with respect to such beneficial ownership of the Partnership as of March 1, 2024. Based ~~Exhibits~~on ~~and~~information ~~Financial~~known ~~Statement~~to ~~Schedule~~the Partnership or filed by limited partners with the SEC, the following persons are known to beneficially own 5% or more of the outstanding Interests as follows:

(a) 1. Financial Statements

		Interests		Percentage of
Title of	Name and Address of	Beneficially		Interests
Class	Beneficial Owner	Owned		Outstanding (1)

Limited Partnership Interest	Jesse Small		7,519.94		16.25	%
	401 NW 10^th Terrace
	Hallandale, FL33009

Limited Partnership Interest	Ira Gaines		4,160.03		8.99	%
	1819 E. Morten Ave. Suite 180
	Phoenix, AZ 85020

Limited Partnership Interest	Barry Zemel		2,882.20		6.23	%
	1819 E. Morten Ave. Suite 180

		The following financial statements of DiVall Insured Income Properties 2 Limited Partnership are included in Part II, Item 8 of this Annual Report on Form 10-K:
		Report of Independent Registered Public Accounting Firm
		Balance Sheets at December 31, 2022 and 2021
		Statements of Income for the Years Ended December 31, 2022 and 2021
		Statements of Partners’ Capital for the Years Ended December 31, 2022 and 2021
		Statements of Cash Flows for the Years Ended December 31, 2022 and 2021
		Notes to Financial Statements
	2.	Financial Statement Schedule
		Schedule III – Investment Properties and Accumulated Depreciation, December 31, 2022

(1) Based on 46,280.3 Interests outstanding as of March 1, 2024.

~~All~~(b) As ~~other~~of ~~schedules~~March ~~for~~1, ~~which~~2024, ~~provision~~the isGeneral ~~made~~Partner inand the ~~applicable~~person ~~accounting~~who ~~regulation~~performs of the ~~Securities~~functions ~~and~~of ~~Exchange~~the ~~Commission~~principal ~~are~~executive ~~not~~officer ~~required~~of ~~under~~ the ~~related~~General Partner ~~instruction~~did ornot ~~are~~beneficially ~~inapplicable~~own ~~and,~~any ~~therefore, have been omitted~~Interests.

3.(c) Management ~~Listing~~knows of ~~Exhibits~~no contractual arrangements, the operation or the terms of which may at a subsequent date result in a change of control of the Partnership, except for provisions in the PMA.

	3.1	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.
	3.2	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), and incorporated herein by reference.
	3.3	Amendment to Amended Agreement of Limited Partnership dated as of February 8, 1993, filed as Exhibit 3.3 to the Partnership’s 10-K for the year ended December 31, 1992, Commission File 0-17686, and incorporated herein by reference.
	3.4	Amendment to Amended Agreement of Limited Partnership dated as of May 26, 1993, filed as Exhibit 3.4 to the Partnership’s 10-K for the year ended December 31, 1993, Commission File 0-17686, and incorporated herein by reference.
	3.5	Amendment to Amended Agreement of Limited Partnership dated as of June 30, 1994, filed as Exhibit 3.5 to the Partnership’s 10-K for the year ended December 31, 1994, Commission File 0-17686, and incorporated herein by reference.
	3.6	Amendment to Amended Agreement of Limited Partnership dated as of November 9, 2009, filed as Exhibit 4.1 to the Partnership Quarterly Report on Form 10-Q filed November 12, 2009, Commission File 0-17686, and incorporated herein by reference.
	3.7	Amendment to Amended Agreement of Limited Partnership dated as of October 22, 2021, filed as Exhibit 4.7 to the Partnership Quarterly Report on Form 10-Q filed November 13, 2021, Commission File 0-17686, and incorporated herein by reference.
	3.8	Certificate of Limited Partnership dated November 20, 1987. Commission File 0-17686, filed March 22, 2013, and incorporated herein by reference.

33Item 13. Certain Relationships and Related Transactions and Director Independence

	4.1	Description of Securities
	10.0	Permanent Manager Agreement filed as an exhibit to the Current Report on Form 8-K dated January 22, 1993, Commission File 33-18794, and incorporated herein by reference.
	10.1	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 1901 Whiskey Road, Aiken, South Carolina, filed as exhibit 10.1 to the Current Report on Form 8-K dated April 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	10.2	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 1901 Whiskey Road, Aiken, South Carolina, filed as exhibit 10.2 to the Current Report on Form 8-K dated April 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	10.3	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 1901 Whiskey Road, Aiken, South Carolina, filed as exhibit 10.3 to the Current Report on Form 8-K dated April 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	10.4	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 361 Highway 17 Bypass, Mt. Pleasant, South Carolina, filed as exhibit 10.1 to the Current Report on Form 8-K dated July 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	10.5	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 343 Folly Road, Charleston, South Carolina, filed as exhibit 10.2 to the Current Report on Form 8-K dated July 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	10.6	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant,1721 Sam Rittenberg, Charleston, South Carolina, filed as exhibit 10.3 to the Current Report on Form 8-K dated July 28, 2021, Commission File 0-17686, and incorporated herein by reference.
	16.1	Letter from RBSM, LLP to the U.S. Securities and Exchange Commission dated June 18, 2019, filed as exhibit 16.1 to the Current Report on Form 8-K dated June 13, 2019, Commission File 0-017686, and incorporated herein by reference.
	31.1	Sarbanes Oxley Section 302 Certifications.
	31.2	Sarbanes Oxley Section 302 Certifications.
	32.1	Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
	99.0	Reviewed Financial Statements of Wendgusta, LLC for the fiscal years ended December 25, 2022 and December 26, 2021 prepared by Vrona & Van Schuyler, CPAs, PLLC.
	99.1	Internal Financial Statements of JAI Hospitality RG, LLC for the fiscal years ended January 1, 2023 and January 2, 2022.
	99.2	Internal Financial Statements of JAI Augusta, LLC for the fiscal year ended January 1, 2023.
	101	The following materials from the Partnership’s Annual Report on Form 10-K for the year ended, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets at December 31, 2022 and December 31, 2021, (ii) Statements of Income for the years ended December 31, 2022 and 2021, (iii) Statement of Cash Flows for the years ended December 31, 2022 and 2021, and (iv) Notes to the Financial Statements.

Pursuant to the terms of the PMA, the General Partner receives a Base Fee for managing the Partnership equal to four percent of gross receipts, subject to a $159,000 minimum, annually. The PMA also provides that the Partnership is responsible for reimbursement for office rent and related office overhead (“Expenses”) up to a maximum of $13,250 annually. Both the Base Fee and Expense 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. Therefore, as of March 1, 2021, the minimum annual Base Fee paid by the Partnership was decreased to $272,316 and the maximum annual Expenses reimbursement remained at $23,256.

~~Item~~Additionally, ~~16.~~TPG, ~~Form~~or 10its affiliates, are allowed up to one-Khalf ~~Summary~~of the commissions customarily charged by other brokers in arm’s-length sales transactions involving comparable properties in the same geographic area, but such TPG commissions are not to exceed three percent of the contract price on the sale of an investment property. The payment of a portion of such fees is subordinated to TPG’s success at recovering the funds misappropriated by the former general partners. See Note 7 to the financial statements for further information.

~~None~~The PMA had an original expiration date of December 31, 2002. The term of the PMA has been extended multiple times and is currently set to expire on December 31, 2024. The PMA can be terminated earlier (a) by a vote at any time by a majority in interest of the Limited Partners, (b) upon the dissolution and winding up of the Partnership, (c) upon the entry of an order of a court finding that TPG has engaged in fraud or other like misconduct or has shown itself to be incompetent in carrying out its duties under the Partnership Agreement, or (d) upon sixty (60) days written notice from TPG to the Limited Partners of the Partnership. Upon termination of the PMA, other than by the voluntary action of TPG, TPG will be paid a termination fee of one month’s Base Fee allocable to the Partnership, subject to a minimum of $13,250. In the event that TPG is terminated by action of a substitute general partner, TPG shall also receive, as part of this termination fee, 4% of any proceeds recovered with respect to the obligations of the former general partners, whenever such proceeds are collected.

34Under the PMA, TPG will be indemnified by the Partnership, DiVall and Magnuson, and their controlled affiliates, and held harmless from all claims of any party to the Partnership Agreement and from any third party including, without limitation, the Limited Partners of the Partnership, for any and all liabilities, damages, costs and expenses, including reasonable attorneys’ fees, arising from or related to claims relating to or arising from the PMA or its status as Permanent Manager. The indemnification does not extend to claims arising from fraud or criminal misconduct of TPG as established by court findings. To the extent possible, the Partnership is to provide TPG with appropriate errors and omissions, officer’s liability or similar insurance coverage, at no cost to TPG. In addition, TPG was granted the right to establish an Indemnification Trust in an original amount, not to exceed $250,000, solely for the purpose of funding such indemnification obligations. Once a determination has been made that no such claims can or will be made against TPG, the balance of the Trust will become unrestricted property of the Partnership. The corpus of the Trust has been fully funded with Partnership assets.

~~DIVALL~~Advisory ~~INSURED~~Board ~~INCOME~~Member ~~PROPERTIES 2 LIMITED PARTNERSHIP~~Independence

~~SCHEDULE~~Although ~~III~~not –“directors” ~~INVESTMENT~~or ~~PROPERTIES~~“officers” ~~AND~~of ~~ACCUMULATED~~the ~~DEPRECIATION~~Partnership, the Partnership does evaluate whether the members of the Advisory Board are “independent” by evaluating whether each member has any relationships or has engaged in any transactions that, in the opinion of the General Partner, would interfere with any Advisory Board member’s exercise of independent judgment with respect to matters concerning the Partnership. As a part of this evaluation the General Partner considers, among other things, transactions and relationships between any member of the Advisory Board or any member of his family and the Partnership. The General Partner believes that each of Messrs. Small and Kramer are “independent”.

~~DECEMBER~~ 31~~, 2022~~

			Initial Cost to Partnership					Costs Capitalized Subsequent		Gross Amount at which Carried at End of Year						Depreciation in Life on which						latest statement of operations is
						Building and		to				Building and				Accumulated		Date of		Date		computed
Property	Encumbrances			Land		Improvements		Acquisitions		Land		Improvements		Total		Depreciation		Construction		Acquired		(years)
Augusta, GA (1)	$	-		$	215,416	$	434,176	$	-	$	213,226	$	434,176	$	647,402	$	434,176		-		12/22/1988		31.5
Charleston, SC		-			273,619		323,162		-		273,619		323,162		596,781		323,162		-		12/22/1988		31.5
Aiken, SC		-			402,549		373,795		-		402,549		373,795		776,344		373,795		-		2/21/1989		31.5
Mt. Pleasant, SC (2)		-			286,060		294,878		-		252,069		294,878		546,947		294,878		-		2/21/1989		31.5
Charleston, SC		-			273,625		254,500		-		273,625		254,500		528,125		254,500		-		2/21/1989		31.5
Aiken, SC		-			178,521		455,229		-		178,521		455,229		633,750		455,229		-		3/14/1989		31.5
North Augusta, SC (3)		-			250,859		409,297		-		250,859		409,297		660,156		409,297		-		12/29/1989		31.5
Columbus, OH		-			351,325		708,141		-		351,325		708,141		1,059,466		708,141		-		6/1/1990		31.5
	$	-		$	2,231,974	$	3,253,178	$	-	$	2,195,793	$	3,253,178	$	5,448,971	$	3,253,178

The Partnership paid and/or accrued the following to the General Partner and its affiliates in 2023 and 2022:

	(1)	In the Fourth Quarter of 2001, a portion of the land was purchased from the Partnership by the County Commission for utility and maintenance easement.
		Incurred for the Year ended December 31, 2023		Incurred for the Year ended December 31, 2022
	(2)	In the Third Quarter of 2013, a portion of the land was sold to the City of Charleston for right of way purposes.
General Partner
	(3)	In the Fourth Quarter of 2021, the Martintown Rd, North Augusta, SC property was classified as held for sale.
Management fees (including non-contractual assumption of independent financial services)		$	272,316	$	272,316
Overhead allowance			23,256		23,256
Sales commissions			267,899		34,822
Reimbursement for out-of-pocket expenses			2,500		2,500
Cash distribution			56,882		9,560
		$	622,853	$	342,454

35Item 14. Principal Accountant Firm Fees and Services

~~DIVALL~~Audit ~~INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP~~Fees

~~SCHEDULE~~Aggregate ~~III~~billings –for ~~INVESTMENT~~the ~~PROPERTIES~~fiscal ~~AND~~year ~~ACCUMULATED~~ended ~~DEPRECIATION~~December 31, 2023 and 2022 for audit and interim review services provided to the Partnership by its principal accounting firm, Boulay PLLP amounted to $59,093 and $48,573, respectively.

~~DECEMBER~~Audit-Related ~~31, 2022~~Fees

~~(B)~~For ~~Reconciliation~~the offiscal ~~“Investment~~years ~~Properties~~ended December 31, 2023 and ~~Accumulated~~2022, ~~Depreciation”:~~Boulay PLLP did not perform any assurance and related services that were reasonably related to the performance of the audit or interim reviews.

	Year Ended		Year Ended				Year Ended		Year Ended
Investment	December 31,		December 31,			Accumulated	December 31,		December 31,
Properties	2022		2021			Depreciation	2022		2021
Balance at beginning of year	$	4,788,815	$	6,811,534		Balance at beginning of year	$	2,843,881	$	3,985,582
						Additions charged to costs and expenses		-		31,831
Deletions:						Deletions:
Sale of Martinez, GA property in 2021				(633,750	)	Sale of Martinez, GA property in 2021				(367,576	)
Sale of Walton Way property in 2022				(728,813	)	Sale of Walton Way property in 2022				(396,659	)
Martintown Rd - Held for sale				(660,156	)	Martintown Rd - Held for sale				(409,297	)
Balance at end of year	$	4,788,815	$	4,788,815		Balance at end of year	$	2,843,881	$	2,843,881

Tax Fees

36Aggregate billings for the fiscal year ended December 31, 2023 and 2022, for tax preparation services provided to the Partnership by its principal accounting firm, Boulay PLLP amounted to $28,050 and $32,028, respectively.

~~SIGNATURES~~All Other Fees

~~Pursuant~~For to the ~~requirements~~fiscal ofyears ~~Section~~ended 13December or31, ~~15(d)~~2023 ofand ~~the Securities Exchange Act of 1934~~2022, ~~the~~Boulay ~~Registrant~~PLLP ~~has~~did ~~duly~~not ~~caused~~perform ~~this~~any ~~report~~management toconsulting beor ~~signed on~~other ~~its~~services ~~behalf~~for by the ~~undersigned, thereunto duly authorized~~Partnership.

	DIVALL INSURED INCOME PROPERTIES 2, L.P.
	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and Director of The Provo Group, Inc., the General Partner of the Partnership
		(principal executive officer of the registrant)
	By:	/s/ Lynette L. DeRose
		Chief Financial Officer of the Partnership
		(principal financial officer and principal accounting officer of the registrant)
	By:	THE PROVO GROUP, INC., General Partner
	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and
		Director of The Provo Group, Inc., the General Partner of the Partnership
		(principal executive officer of the registrant)

~~Dated:~~PART ~~March 24, 2023~~IV

~~Pursuant~~Item to15. ~~the~~Exhibits ~~requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the Registrant~~ and inFinancial ~~the~~Statement ~~capacities and on the dates indicated.~~Schedule

~~By:~~(a) ~~/s/ Bruce A~~1. ~~Provo~~Financial President, Chief Executive Officer and Director of The Provo Group, Inc., the General Partner of the Partnership By: /s/ Caroline E. Provo Director of The Provo Group, Inc., the General Partner of the PartnershipStatements

Date: March 24, 2023

		The following financial statements of DiVall Insured Income Properties 2 Limited Partnership are included in Part II, Item 8 of this Annual Report on Form 10-K:

		Report of Independent Registered Public Accounting Firm

		Balance Sheets at December 31, 2023 and 2022

		Statements of Income for the Years Ended December 31, 2023 and 2022

		Statements of Partners’ Capital for the Years Ended December 31, 2023 and 2022

		Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

		Notes to Financial Statements

	2.	Financial Statement Schedule

		Schedule III – Investment Properties and Accumulated Depreciation, December 31, 2023

37All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and, therefore, have been omitted.

Listing of Exhibits

	3.1	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.

	3.2	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), and incorporated herein by reference.

	3.3	Amendment to Amended Agreement of Limited Partnership dated as of February 8, 1993, filed as Exhibit 3.3 to the Partnership’s 10-K for the year ended December 31, 1992, Commission File 0-17686, and incorporated herein by reference.

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

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

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

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

	3.8	Certificate of Limited Partnership dated November 20, 1987. Commission File 0-17686, filed March 22, 2013, and incorporated herein by reference.

	4.1	Description of Securities, filed as exhibit 4.1 to the Annual Report on 10-K dated March 27, 2023, Commission File 0-17686, and incorporated herein by reference.

	10.0	Permanent Manager Agreement filed as an exhibit to the Current Report on Form 8-K dated January 22, 1993, Commission File 33-18794, and incorporated herein by reference.

	10.5	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant, 343 Folly Road, Charleston, South Carolina, filed as exhibit 10.2 to the Current Report on Form 8-K dated July 28, 2021, Commission File 0-17686, and incorporated herein by reference.

	10.6	Amended and Restated Restaurant Absolutely Net Lease, Wendy’s Restaurant,1721 Sam Rittenberg, Charleston, South Carolina, filed as exhibit 10.3 to the Current Report on Form 8-K dated July 28, 2021, Commission File 0-17686, and incorporated herein by reference.

	31.1	Sarbanes Oxley Section 302 Certifications.

	31.2	Sarbanes Oxley Section 302 Certifications.

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

	99.0	Internal Financial Statements of JAI Hospitality RG, LLC for the fiscal years ended January 1, 2023 and December 31, 2023.

	99.1	Internal Financial Statements of JAI Augusta, LLC for the fiscal year ended December 31, 2023.

	101	The following materials from the Partnership’s Annual Report on Form 10-K for the year ended, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets at December 31, 2023 and December 31, 2022, (ii) Statements of Income for the years ended December 31, 2023 and 2022, (iii) Statement of Cash Flows for the years ended December 31, 2023 and 2022, and (iv) Notes to the Financial Statements.

Item 16. Form 10-K Summary

None.

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

SCHEDULE III – INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2023

			Initial Cost to Partnership				Costs Capitalized Subsequent		Gross Amount at which Carried at End of Year						Depreciation in Life on which						latest statement of operations is
					Building and		to				Building and				Accumulated		Date of		Date		computed
Property	Encumbrances		Land		Improvements		Acquisitions		Land		Improvements		Total		Depreciation		Construction		Acquired		(years)
Charleston, SC		-	$	273,619	$	323,162	$	-	$	273,619	$	323,162	$	596,781	$	323,162		-		12/22/1988		31.5
Charleston, SC		-		273,625		254,500		-		273,625		254,500		528,125		254,500		-		2/21/1989		31.5
Aiken, SC		-		178,521		455,229		-		178,521		455,229		633,750		455,229		-		3/14/1989		31.5
	$	-	$	725,765	$	1,032,891	$	-	$	725,765	$	1,032,891	$	1,758,656	$	1,032,891

DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

SCHEDULE III – INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2023

(B) Reconciliation of “Investment Properties and Accumulated Depreciation”:

	Year Ended			Year Ended			Year Ended			Year Ended
Investment	December 31,			December 31,		Accumulated	December 31,			December 31,
Properties	2023			2022		Depreciation	2023			2022
Balance at beginning of year	$	4,788,815		$	4,788,815	Balance at beginning of year	$	2,843,881		$	2,843,881
						Additions charged to costs and expenses		-			-
Deletions:						Deletions:
Sale of Mt Pleasant, SC property		(546,947	)			Sale of Mt Pleasant, SC property		(294,878	)
Sale of Columbus, OH property		(1,059,464	)			Sale of Columbus, OH property		(708,139	)
Sale of Peach Orchard Rd, Augusta, GA Property		(647,404	)			Sale of Peach Orchard Rd Property		(434,178	)
Sale of Whiskey Rd, Aiken, SC Property		(776,344	)			Sale of Whiskey Rd Property		(373,795	)

Balance at end of year	$	1,758,656		$	4,788,815	Balance at end of year	$	1,032,891		$	2,843,881

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIVALL INSURED INCOME PROPERTIES 2, L.P.

	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and Director of The Provo Group, Inc., the General Partner of the Partnership
		(principal executive officer of the registrant)

	By:	/s/ Lynette L. DeRose
		Chief Financial Officer of the Partnership
		(principal financial officer and principal accounting officer of the registrant)

	By:	THE PROVO GROUP, INC., General Partner

	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and
		Director of The Provo Group, Inc., the General Partner of the Partnership
		(principal executive officer of the registrant)

Dated: April 1, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	By:	/s/ Bruce A. Provo
		President, Chief Executive Officer and Director of The Provo Group, Inc., the General Partner of the Partnership

	By:	/s/ Caroline E. Provo
		Director of The Provo Group, Inc., the General
		Partner of the Partnership

Date: April 1, 2024

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