You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the notes thereto included in this Form 10-Q, and the consolidated financial statements and the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Registration Statement. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the unaudited consolidated financial statements included in this Form 10-Q.

This Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition, anticipated capital expenditures required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as "may," "will," "should," "potential," "predicts," "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. 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.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned not to place undue reliance on forward-looking statements, which reflect our management's view only as of the date of this Form 10-Q. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

The forward-looking statements should be read in light of these factors and the factors identified in the "Risk Factors" sections of our Registration Statement.

Executive Overview

On October 23, 2012, the Trust's Registration Statement became effective and the common stock was priced at $5.25. On November 16, 2012, the Trust closed the offering by selling 3,016,045 shares of common stock at $5.25 per share, generating approximately $15.83 million in gross proceeds. Additionally, the formation transactions as described in our Registration Statement and in this Form 10-Q were executed.

Leasing Activity

Effective October 1, 2012, we leased a 14,000 square foot previously vacant space at the Shoppes at TJ Maxx at a base rent of $7,000 per month, expiring on September 30, 2015.

On October 25, 2012, TJ Maxx elected to exercise their next five year option at the Shoppes at TJ Maxx which will take effect in May 2014. As a condition for exercising the option early, we agreed to keep their base rent at the same rate during the option period as it is now. Additionally we granted TJ Maxx another five year option that will be available to them in 2019.

On November 13, 2012, Food Lion elected to exercise their first five year option at Lumber River Plaza which will begin on July 1, 2013. Per the original lease, annual rent will remain at $155,260. They have three five-year options remaining to exercise, if they so choose.

Financing Activities

On October 19, 2012, the mortgage term loan for The Shoppes at TJ Maxx was refinanced for a principal amount of $6,400,000 at a 6.0% interest rate maturing April 19, 2013. Interest only is payable monthly in the amount of $32,000 with outstanding principal and accrued unpaid interest due at maturity. We anticipate obtaining term financing for the loan when it matures in April 2012.

Our Portfolio

Our portfolio is comprised of five retail shopping centers, two free-standing retail properties, and one office building. Five of these properties are located in Virginia, one is located in Florida, one is located in North Carolina and one is located in Oklahoma. Our portfolio has a total GLA of 348,490 square feet and an occupancy level of approximately 92%. Our portfolio consists of the following entities and their related properties:

• DF-1 Carrollton, LLC - The Shoppes at Eagle Harbor (Carrollton, VA)

• Lumber River Associates, LLC - Lumber River Village (Lumberton, NC)

• Lynnhaven Parkway Associates, LLC - Monarch Bank Building (Virginia Beach, VA)

• North Pointe Investors, LLC - North Pointe Crossing/Amscot Building
(Tampa, FL)

• Perimeter Associates, LLC - Perimeter Square (Tulsa, OK)

• Riversedge Office Associates, LLC - Riversedge North (Virginia Beach, VA)

• Tuckernuck Associates, LLC - Shoppes at TJ Maxx (Richmond, VA)

• Walnut Hill Plaza Associates, LLC - Walnut Hill Plaza (Petersburg, VA)

Details regarding these properties can be found in the "Business and Properties
- Our Portfolio" section of our Registration Statement filed on Form S-11 filed with the SEC.

We believe our target markets, which currently include the Mid-Atlantic, Southeast and Southwest, are characterized by strong demographics and dynamic, diversified economies that will continue to generate jobs and future demand for commercial real estate.

Critical Accounting Policies

The following discussion and analysis of our financial condition and results of operations are based upon our combined financial statements included in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these combined financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies summarized in this section are discussed in further detail in the notes to the financial statements appearing elsewhere in this Form 10-Q. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

Revenue Recognition

Principal components of our total revenues include base and percentage rents and tenant reimbursements. We accrue minimum (base) rent on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset or deferred rent liability being recorded on the balance sheet. Certain lease agreements contain provisions that grant additional rents based on tenants' sales volumes (contingent or percentage rent) which we recognize when the tenants achieve the specified targets as defined in their lease agreements. We periodically review the valuation of the asset/liability resulting from the straight-line accounting treatment of our leases in light of any changes in lease terms, financial condition or other factors concerning our tenants.

Our leases generally require the tenant to reimburse us for a substantial portion of operating expenses incurred in operating, maintaining, repairing, insuring and managing the property and common areas (collectively defined as Common Area Maintenance or "CAM" expenses). This significantly reduces our exposure to increases in costs and operating expenses resulting from inflation or other outside factors. We accrue reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. We calculate the tenant's share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings in the property. We receive escrow payments for these reimbursements from substantially all its tenants on a monthly basis throughout the year. We recognize differences between estimated recoveries and the final billed amounts in the subsequent year.

When and where applicable, any relatively large expense items are amortized into the CAM pool and are reimbursed by the tenants according to their leases. By amortizing the expenses, the tenants are able to absorb the cost without creating unrealistic monthly CAM charges that would then hinder our ability to fill any vacancy. We monitor market rates for CAM as well as rents to ensure our property's expense and expectations are consistent with what the market will bear.

We record a tenant receivable for amounts due from tenants such as base rents, tenant reimbursements and other charges allowed under the lease terms. We periodically review tenant receivables for collectability and determine the need for an allowance for the uncollectible portion of accrued rents and other accounts receivable based upon customer creditworthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels and current economic trends. We consider a receivable past due once it becomes delinquent per the terms of the lease; our standard lease form considers a rent charge past due after five days. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates. Significant estimates in the nine month periods ended September 30, 2012 and 2011 include accrued rents and tenant reimbursements, impairment analysis of investment properties and the useful life of investment properties.

Impairment of Long-lived Assets

We periodically review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, with an evaluation performed at least annually. These circumstances include, but are not limited to, declines in the property's cash flows, occupancy and fair market value. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization, plus its residual value, is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We did not record any impairment charges during the nine months ended September 30, 2012 and 2011.

Three Months Ended September 30, 2012 Compared to the Three Months Ended September 30, 2011

Results of Operations

The following table presents a comparison of the Predecessor's combined historical statements of operations for the three months ended September 30, 2012 and 2011, respectively.

For the Three Months Ended September 30, Period Over Period Changes 2012 2011 $ %

REVENUE:
Minimum rent                            $           401,007         $           341,645      $       59,362            17.38 %
Percentage of sales rent                              1,054                       6,525              (5,471 )         -83.84 %
Tenant reimbursements                                82,307                      72,967               9,340            12.80 %
Other income                                          4,359                     107,863            (103,504 )         -95.96 %


Total Revenue                                       488,727                     529,000             (40,273 )          -7.61 %

OPERATING EXPENSES:
Property operating                                   75,529                     109,281             (33,752 )         -30.89 %
Depreciation and amortization                       184,933                     185,100                (167 )          -0.09 %
Real estate taxes                                    26,712                      24,795               1,917             7.73 %
Repairs and maintenance                              15,245                      22,455              (7,210 )         -32.11 %
Advertising and promotion                               568                      11,403             (10,835 )         -95.02 %
Provision for credit losses                              -                       20,000             (20,000 )        -100.00 %
Corporate general & administrative                  344,335                     189,725             154,610            81.49 %
Other                                                 9,498                      11,106              (1,608 )         -14.48 %


Total Operating Expenses                            656,820                     573,865              82,955            14.46 %


Operating Income (Loss)                            (168,093 )                   (44,865 )          (123,228 )         274.66 %

Interest expense                                   (198,049 )                  (185,937 )           (12,112 )           6.51 %


Net Loss                                $          (366,142 )       $          (230,802 )    $     (135,340 )          58.64 %

Revenues

Total revenues for the three months ended September 30, 2012 (the "2012 quarter") decreased 7.61% to $488,727, compared to $529,000 for the three months ended September 30, 2011 (the "2011 quarter"). Improvements in base rents, primarily at Walnut Hill Plaza, were offset by a $103,504 decline in other income resulting from approximately $97,000 of non-recurring income items in the 2011 quarter. Excluding these nonrecurring items which are discussed below, total revenues would have increased approximately $57,000, or 13.13%, during the 2012 quarter as compared to the 2011 quarter.

Base rents at Walnut Hill Plaza increased approximately $56,000 for the 2012 quarter as compared to the 2011 quarter, primarily due to renewals and contractual rent adjustments. Percentage of sales rent declined $5,471, or 83.84%, due to a reduction in sales for a tenant at Walnut Hill Plaza. Tenant reimbursements increased $9,340, or 12.80%, during the 2012 quarter as compared to the 2011 quarter, primarily related to an increase in CAM, tax and insurance reimbursement charges for 2012 versus 2011. Other income for the 2011 quarter included several non-recurring items consisting of a settlement of approximately $82,300 with a tenant at Walnut Hill Plaza related to past due 2011 rents and reimbursements, $4,000 received for an insurance refund, $10,400 in other tenant settlements and a $3,000 increase in late fees.

Operating Expenses

Total operating expenses for the 2012 quarter increased 14.46% to $656,820, compared to $573,865 for the 2011 quarter. Additional corporate general and administrative expenses of $154,610 associated with our formation transactions accounted for the majority of the increase. The corporate general and administrative expenses primarily consist of expenses incurred for our formation, ongoing operations and preparation for the offering, including personnel and other required internal and external resources. Excluding the corporate general and administrative expenses, total operating expenses would have decreased approximately $72,000, or approximately 18.65%, during the 2012 quarter, compared to the 2011 quarter.

Property operating expenses declined $33,752 during the 2012 quarter as compared to the 2011 quarter. Reductions in grounds and landscaping costs, primarily related to parking lot expense and general landscaping, utility expenses and banking fees contributed to the decrease. The decline in utilities expense occurred because the Riversedge property tenant began paying their utilities directly during 2012 as opposed to handling them through the CAM reimbursement process. Repairs and maintenance expenses declined $7,210, or 32.11%, during the 2012 quarter as compared to the 2011 quarter, primarily related to a non-recurring sewage system pipe repair at Walnut Hill. Advertising and promotion expenses decreased $10,835 during the 2012 quarter as compared to the 2011 quarter. During the 2011 quarter, advertising and promotion expenses were impacted by additional marketing efforts relating to attracting new tenants and maximizing returns for existing tenants, along with annual membership charges associated with an outside industry group of which we are a member.

Operating Income

The $40,273 decrease in revenues and the $82,955 increase in operating expenses that are discussed above in detail resulted in total operating income decreasing 274.66% to negative $168,093 for the 2012 quarter, compared to negative $44,864 during the 2011 quarter.

Other Expense

Interest expense increased to $198,049 for the 2012 quarter, compared to $185,937 for the 2011 quarter, primarily resulting from adjustments made in the prior year to correct accrued interest balances and year to date interest expense.

Funds from Operations

Below is a comparison of FFO, which is a non-GAAP measurement, for the three
months ended September 30, 2012 and 2011:



                                          For the Three Months Ended September 30,            Period Over Period Changes
                                              2012                        2011                    $                   %
                                                         (unaudited)

Net income (loss)                      $          (366,142 )       $          (230,802 )    $     (135,340 )          58.64 %
Depreciation of real estate assets                 184,933                     185,100                (167 )          -0.09 %


Total FFO                              $          (181,209 )       $           (45,702 )    $     (135,507 )         296.50 %

During the 2012 quarter, FFO decreased $135,507 as compared to the 2011 quarter. The primary factors impacting FFO included the $40,273 decrease in revenues, primarily in other income, and the $154,610 increase of corporate general and administrative expenses which were partially offset increases in base rents and decreases in other expense categories.

Nine Months Ended September 30, 2012 Compared to the Nine Months Ended September 30, 2011

Results of Operations

The following table presents a comparison of the Predecessor's combined historical statements of operations for the nine months ended September 30, 2012 and 2011, respectively.

For the Nine Months Ended September 30, Period Over Period Changes 2012 2011 $ %

REVENUE:
Minimum rent                            $         1,197,798         $         1,048,138      $      149,660            14.28 %
Percentage of sales rent                              1,054                       6,525              (5,471 )         -83.84 %
Tenant reimbursements                               292,656                     239,646              53,010            22.12 %
Other income                                         12,878                     112,480             (99,602 )         -88.55 %


Total Revenue                                     1,504,386                   1,406,789              97,597             6.94 %

OPERATING EXPENSES:
Property operating                                  210,109                     256,168             (46,059 )         -17.98 %
Depreciation and amortization                       556,452                     555,299               1,153             0.21 %
Real estate taxes                                    80,204                      74,770               5,434             7.27 %
Repairs and maintenance                              41,995                      44,759              (2,764 )          -6.18 %
Advertising and promotion                             3,381                      33,174             (29,793 )         -89.81 %
Provision for credit losses                              -                       20,000             (20,000 )        -100.00 %
Corporate general & administrative                  757,073                     189,725             567,348           299.04 %
Other                                                27,200                      26,319                 881             3.35 %


Total Operating Expenses                          1,676,414                   1,200,214             476,200            39.68 %


Operating Income (Loss)                            (172,028 )                   206,575            (378,603 )        -183.28 %

Interest expense                                   (593,496 )                  (592,555 )              (941 )           0.16 %


Net Loss                                $          (765,524 )       $          (385,980 )    $     (379,544 )          98.33 %

Revenues

Total revenues for the nine months ended September 30, 2012 (the "2012 period") increased 6.94% to $1.50 million, compared to $1.41 million for the nine months ended September 30, 2011 (the "2011 period"). Improvements in base rents, primarily at The Shoppes at Eagle Harbor and Walnut Hill Plaza, accounted for the majority of the increase, while higher tenant reimbursements also contributed to the increase. Excluding the impact of approximately $97,000 of non-recurring income items included in other income for the 2011 period, total revenues would have increased approximately 14.86%.

Base rents at The Shoppes at Eagle Harbor increased approximately $83,000, primarily due to the property being 100% lease for the entire 2012 period compared to being 100% leased for only six months during the 2011 period. Additionally, we benefited from a significant rent increase related to the expansion and subsequent stabilization of a large tenant at the property. Base rents at Walnut Hill Plaza increased approximately $66,000 for the 2012 period as compared to the 2011 period, primarily due to contractual rent adjustments.

Tenant reimbursements increased $53,010, or 22.12%, during the 2012 period as compared to the 2011 period, primarily due to an increase of approximately $15,000 in the prior year CAM, tax and insurance reconciliation adjustments and an increase of approximately $43,000 in regular monthly reimbursement charges for 2012 versus 2011.

Operating Expenses

Total operating expenses for the 2012 period increased 39.68% to $1.68 million, compared to $1.20 million for the 2011 period. Additional corporate general and administrative expenses of $567,348 associated with our formation transactions accounted for the majority of the increase. The corporate general and administrative expenses primarily consist of expenses incurred for our formation, ongoing operations and preparation for the offering, including personnel and other required internal and external resources. Excluding the corporate general and administrative expenses, total operating expenses would have decreased approximately $91,000, or approximately 9.02%, during the 2012 period, compared to the 2011 period.

Property operating expenses declined $46,059 during the 2012 period as compared to the 2011 period. Reductions in grounds and landscaping costs, primarily related to snow removal and parking lot expense, utility expenses and banking fees contributed to the decrease. The decline in utilities expense occurred because the Riversedge property tenant began paying their utilities directly during 2012 as opposed to handling them through the CAM reimbursement process. Additionally, the 2011 utilities expense for The Shoppes at Eagle Harbor included prior period amounts due to a billing error by the utility company.

Advertising and promotion expenses decreased $29,793 during the 2012 period as compared to the 2011 period. Advertising and promotion expenses for the 2011 period were impacted by additional marketing efforts relating to attracting new tenants and maximizing returns for existing tenants, along with annual membership charges associated with an outside industry group of which we are a member.

Operating Income

The $97,597 increase in revenues offset by the $476,200 increase in operating expenses that are discussed above in detail resulted in total operating income decreasing 183.28% to negative $172,028 for the 2012 period, compared to $206,575 during the 2011 period.

Other Expense

Interest expense was flat at $593,496 for the 2012 period, compared to $592,555 for the 2011 period. Additional interest expense on the Amscot loan resulting from the property being refinanced during 2011 offset the impact of declining balances on outstanding debt.

Funds from Operations

Below is a comparison of FFO, which is a non-GAAP measurement, for the nine
months ended September 30, 2012 and 2011:



                                         For the Nine Months Ended September 30,           Period Over Period Changes
                                             2012                       2011                   $                   %

Net income (loss)                     $         (765,524 )       $         (385,980 )    $     (379,544 )          98.33 %
Depreciation of real estate assets               556,452                    555,299               1,153             0.21 %


Total FFO                             $         (209,072 )       $          169,319      $     (378,391 )        -223.48 %

During the 2012 period, FFO decreased $378,391 as compared to the 2011 period. . . .