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

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

	Shares			Amount		Capital		Deficit)			Equity			Shares			Amount		Capital			Deficit)			Equity
						Additional		Retained Earnings			Total								Additional			Retained Earnings			Total
	Common Shares					Paid-in		(Accumulated			Shareholders’			Common Shares					Paid-in			(Accumulated			Shareholders’
	Shares			Amount		Capital		Deficit)			Equity			Shares			Amount		Capital			Deficit)			Equity

Balance at December 31, 2021		3,367,561		$	3,367	$	45,687,074	$	4,130,694		$	49,821,135			3,367,561		$	3,367	$	45,687,074		$	4,130,694		$	49,821,135
Net Income		-			-		-		997,880			997,880			-			-		-			997,880			997,880
Cash Dividends on Preferred Stock		-			-		-		(163,207	)		(163,207	)		-			-		-			(163,207	)		(163,207	)
Issuance of Common Shares for Cash
Issuance of Common Shares for Cash, shares
Stock-Based Compensation		(300	)		-		109,100		-			109,100			(300	)		-		109,100			-			109,100
Balance at March 31, 2022		3,367,261		$	3,367	$	45,796,174	$	4,965,367		$	50,764,908			3,367,261		$	3,367	$	45,796,174		$	4,965,367		$	50,764,908
Net Income															-			-		-			944,928			944,928
Cash Dividends on Preferred Stock															-			-		-			(163,206	)		(163,206	)
Stock-Based Compensation															-			-		109,100			-			109,100
Balance at June 30, 2022															3,367,261		$	3,367	$	45,905,274		$	5,747,089		$	51,655,730

Balance at December 31, 2020		1,916,139		$	1,916	$	12,077,054	$	(360,962	)	$	11,718,008			1,916,139		$	1,916	$	12,077,054		$	(360,962	)	$	11,718,008
Net Income		-			-		-		1,108,128			1,108,128			-			-		-			1,108,128			1,108,128
Cash Dividends on Preferred Stock		-			-		-		(163,210	)		(163,210	)		-			-		-			(163,210	)		(163,210	)
Issuance of Common Shares for Cash		1,383,394			1,383		36,596,672		-			36,598,055			1,383,394			1,383		36,596,672			-			36,598,055
Stock-Based Compensation		-			-		66,158		-			66,158			-			-		66,158			-			66,158
Balance at March 31, 2021		3,299,533		$	3,299	$	48,739,884	$	583,956		$	49,327,139			3,299,533		$	3,299	$	48,739,884		$	583,956		$	49,327,139
Net Income															-			-		-			1,539,695			1,539,695
Cash Dividends on Preferred Stock															-			-		-			(163,202	)		(163,202	)
Stock Issuance Costs															-			-		(96,259	)		-			(96,259	)
Stock-Based Compensation															22,900			23		86,792			-			86,815
Balance at June 30, 2021															3,322,433		$	3,322	$	48,730,417		$	1,960,449		$	50,694,188

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

	2022			2021			2022			2021
	Three Months Ended March 31,						Six Months Ended June 30,
	2022			2021			2022			2021
Operating activities
Net income	$	997,880		$	1,108,128		$	1,942,808		$	2,647,823

Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible lease asset		104,172			59,285			208,346			118,571
Amortization of debt costs		21,976			8,527			43,794			17,055
Amortization of below market lease		(9,925	)		-			(19,851	)		-
Stock-based compensation		109,100			66,158			218,200			152,973
Depreciation		288,537			196,051			677,057			342,566

Changes in operating assets and liabilities
Accounts receivable		(238,900	)		-
Deferred rent receivable		565,335			(506,710	)		730,163			(1,039,780	)
Deferred rent liability		415,473			110,785			705,304			318,987
Prepaid expenses and deposits		445,401			24,831			460,001			(108,628	)
Other assets		50,000			-			50,000			-
Accounts payable		422,272			(9,048	)		430,442			9,576
Tenant security deposits		(192,000	)		100,001			(382,000	)		691,000
Accrued interest		500			(3,111	)		49,521			(4,216	)
Prepaid rent		118,125			49,955			96,261			10,580
Net cash provided by operating activities		3,097,946			1,204,852			5,210,046			3,156,507

Investing activities
Cash paid for land, greenhouse cultivation and processing facilities		(9,537,358	)		(4,752,241	)		(11,193,345	)		(9,965,906	)
Cash paid for greenhouse cultivation and processing facilities - construction in progress		(6,013,866	)		(1,352,516	)		(6,843,038	)		(4,876,365	)
Deal Deposit								-			(1,000,000	)
Net cash used in investing activities		(15,551,224	)		(6,104,757	)		(18,036,383	)		(15,842,271	)

Financing Activities
Net proceeds from issuance of common stock for cash		-			36,598,055			-			36,501,796
Payment of debt issuance costs		(43,958	)		-			(43,958	)		-
Proceeds from long-term debt		11,500,000			-			11,500,000			-
Principal payment on long-term debt		(71,969	)		(65,444	)		(282,885	)		(262,004	)
Cash dividends paid on preferred stock		(163,207	)		(163,210	)		(326,413	)		(326,412	)
Net cash provided by financing activities		11,220,866			36,369,401			10,846,744			35,913,380

Net decrease in cash and cash equivalents		(1,232,412	)		31,469,496
Net increase (decrease) in cash and cash equivalents								(1,979,593	)		23,227,616

Cash and cash equivalents, beginning of period	$	3,171,301		$	5,601,826		$	3,171,301		$	5,601,826

Cash and cash equivalents, end of period	$	1,938,889		$	37,071,322		$	1,191,708		$	28,829,442

Supplemental disclosure of cash flow information:
Interest paid	$	275,879		$	282,212		$	657,209		$	550,428
Preferred stock issuance for purchase of greenhouse cultivation and processing facility	$	-		$	4,997,803		$	-		$	4,997,803
Reclass of deferred debt issuance costs to liability upon loan draw	$	175,759					$	175,759			-

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Trust, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth herein. All such adjustments are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year.

These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes included in our latest Annual Report on Form 10-K filed with the SEC on March 31, 2022.

Power REIT (the “Registrant” or the “Trust”, and together with its consolidated subsidiaries, “we”, “us”, or “Power REIT”, unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment trust (a “REIT”) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (“CEA”) in the United States. We are currently focused on making new acquisitions of real estate within the CEA sector related to food and cannabis cultivation.

Power REIT was formed as part of a reorganization and reverse triangular merger of P&WV that closed on December 2, 2011. P&WV survived the reorganization as a wholly-owned subsidiary of the Registrant.

The Trust is structured as a holding company and owns its assets through twenty-five direct and indirect wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of ~~March 31,~~June 30, 2022, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (“P&WV”), approximately 601 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 108 Megawatts (“MW”) and approximately 263 acres of land with approximately 2,211,000 square feet of existing or under construction ~~greenhouses~~.greenhouses.

On March 31, 2022, Power REIT acquired a 1,121,513 square foot CEA greenhouse in O’Neill Nebraska which is the Trust’s largest greenhouse to date and is the first acquisition with the focus on the cultivation of food crops.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust paid quarterly dividends of approximately $~~163,000~~326,000 ($0.484375 per share per quarter) on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.

The Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to maintain its REIT qualification, at least 90% of its ordinary taxable annual income must be distributed to shareholders. As of December 31, 2020, the last tax return completed to date, the Trust has a net operating loss of $22.7 million, which may reduce or eliminate this requirement.

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation.

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The dilutive effect of the Trust’s options is computed using the treasury stock method.

The following table sets forth the computation of basic and diluted Income per Share:

	2022			2021
	Three Months Ended						Three Months Ended						Six Months Ended
	March 31,						June 30,						June 30,
	2022			2021			2022			2021			2022			2021

Numerator:
Net Income	$	997,880		$	1,108,128		$	944,928		$	1,539,695		$	1,942,808		$	2,647,823
Preferred Stock Dividends		(163,207	)		(163,210	)		(163,206	)		(163,202	)		(326,413	)		(326,412	)
Numerator for basic and diluted EPS - income available to common Shareholders	$	834,673		$	944,918		$	781,722		$	1,376,493		$	1,616,395		$	2,321,411

Denominator:
Denominator for basic EPS - Weighted average shares		3,367,531			2,755,502			3,367,261			3,312,001			3,367,396			3,033,751
Dilutive effect of options		-			83,972			-			86,313			-			85,228
Denominator for diluted EPS - Adjusted weighted average shares		3,367,531			2,839,474			3,367,261			3,398,314			3,367,396			3,118,979

Basic income per common share	$	0.25		$	0.34		$	0.23		$	0.42		$	0.48		$	0.77
Diluted income per common share	$	0.25		$	0.33		$	0.23		$	0.41		$	0.48		$	0.74

The Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021, all acquisitions were considered asset acquisitions. In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows:

Depreciation is computed using the straight-line method over the estimated useful lives of 20 years for greenhouses and 39 years for auxiliary buildings, except for Candescent, which was determined the buildings have a useful life of 37 years. The Trust recorded an increase in depreciation expense for the ~~three~~six months ended ~~March 31,~~June 30, 2022 related to depreciation on properties that it acquired and the placement into service of tenant improvements at our properties. For each of the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021, approximately $~~288,500~~677,000 and $~~196,100~~343,000 depreciation expense was recorded, respectively.

We are monitoring Covid-19 closely. Our operations have been affected by the COVID-19 outbreak due to manufacturing and supply chain disruptions for materials ~~which also may be experiencing~~resulting in price increases and delays ~~related to transportation~~ of such materials which is impacting construction timeframes. In addition, labor shortages are impacting construction timeframes. Covid-19 is also impacting the financial performance of many of our tenants especially related to our greenhouse portfolio which will impact their ability to pay rent. The ultimate severity of the outbreak and its impact on the economic environment is uncertain at this time.

The Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received.

Lease revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts and the straight-line amounts recorded as “deferred rent receivable” or “deferred rent liability”. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Trust wrote off a net amount of approximately $~~218,000~~ 302,000and $0, respectively, in straight-line rent receivable against rental income based on its current assessment of collecting all remaining contractual rent on ~~two CEA leases.~~five greenhouse property leases located in Colorado and Oklahoma. These tenants rent payments will be recorded as rental revenue on a cash basis. Expenses for which tenants are contractually obligated to pay, such as maintenance, property taxes and insurance expenses are not reflected in the Trust’s consolidated financial ~~statements.~~statements unless paid by the Trust.

Lease revenue from land that is subject to an operating lease without rent escalation provisions is recorded on a straight-line basis.

A portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC (“PWTS”) have been allocated on the Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $237,000, which will be amortized over a 24.6-year period. For each of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, approximately $~~2,400~~4,800 of the intangibles was amortized.

A portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC (“PWRS”) have been allocated on The Trust’s consolidated balance sheets between Land and Intangibles’ fair values at the date of acquisition. The total amount of in-place lease intangible assets established was approximately $4,714,000, which is amortized over a 20.7-year period. For each of the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, approximately $~~56,900~~113,700 of the intangibles was amortized.

A portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC (“PW Canndescent”) have been allocated on The Trust’s consolidated balance sheets between Land, Improvements and Intangibles’ fair values at the date of acquisition. The amount of in-place lease intangible assets established was approximately $808,000, which is amortized over a 4.5-year period. For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, approximately $~~44,900~~89,800 and $0 of amortization expense was recognized. A below-market lease intangible liability was recorded upon acquisition in the amount of approximately $179,000 and is amortized over a 4.5-year period. Addition to revenue for the amortization of the liability in the amount of approximately $~~9,900~~19,900 and $0 was recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021, respectively.

Intangible assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. There were 0 impairment charges recorded for the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021.

The following table provides a summary of the Intangible Assets and Liabilities:

The following table provides a summary of the current estimate of future amortization of Intangible Assets for the subsequent years ~~ended~~ending December 31:


2022 (9 months remaining)	$	312,518
2022 (6 months remaining)			$	208,344
2023		416,690		416,690
2024		416,690		416,690
2025		343,874		343,874
2026		237,141		237,141
Thereafter		1,929,471		1,929,471
Total	$	3,656,384	$	3,552,210

The following table provides a summary of the current estimate of future addition to revenue for Intangible Liability for the subsequent years ~~ended~~ending December 31:


2022 (9 months remaining)	$	29,775
2022 (6 months remaining)			$	19,849
2023		39,700		39,700
2024		39,700		39,700
2025		23,600		23,600
Total	$	132,775	$	122,849

P&WV’s net investment in its leased railroad property, recognizing the lessee’s perpetual renewal options, was estimated to have a current value of $9,150,000, assuming an implicit interest rate of 10%.

Fair value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

In determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk.

The carrying amounts of Power REIT’s financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value on a recurring basis as of ~~March 31,~~June 30, 2022 and December 31, 2021.

The following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative fair values of the assets acquired:


	Greenhouse		Housing Facility		Greenhouse		Housing Facility
Land	$	344,000	$	19,520	$	344,000	$	19,520
Assets subject to depreciation:
Improvements (Greenhouses / Processing Facilities)		8,790,790		283,399		8,794,445		283,399

Total Assets Acquired	$	9,134,790	$	302,919	$	9,138,445	$	302,919

To generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust’s leases for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 and 99 years. Payments from the Trust’s leases are recognized on a straight-line basis over the terms of the respective leases when deemed probable of collection. Collectability is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant. Total revenue from its leases recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~March 31,~~June 30, 2021 is approximately $~~1,986,000~~4,218,000 and $~~1,821,000~~4,085,000, respectively.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Trust wrote off a net amount of approximately $~~218,000~~ 302,000and $0, respectively, in straight-line rent receivable against rental income based on its current assessment of collecting all remaining contractual rent on ~~two~~five greenhouse property leases located in ~~Ordway, CO.~~Colorado and Oklahoma. The rent payments for these tenants will be recorded as rental revenue on a cash basis.

Due to the compression of the wholesale cannabis market in Colorado, the Trust has offered certain of its tenants’ relief by amending original leases to several of our Colorado tenants whereby monthly cash payments are restructured over the course of the lease to lower rent payments during 2022 and increase rent payment in 2023 or 2024. These amendments do not affect the total amount of rent to be collected or the straight-line revenue calculation from these leases. As of June 30, 2022, the Trust has executed seven of these lease amendments.

On January 1, 2022, PW CO CanRE Grail LLC (“PW Grail”), a wholly owned subsidiary entered into a new triple-net lease (the “Sandlot Lease”) on the same economic terms as the former lease, with a new tenant, The Sandlot, LLC (“SL Tenant”). The term of the Sandlot Lease is 20 years and provides four options to extend for additional five-year periods and it was agreed upon to increase the construction budget by $71,000. Power REIT’s total commitment to this project is approximately $2,432,000. On June 1, 2022, the lease was amended to restructure the timing of the rent payments but the total straight-line rent over the life of the lease is unchanged and an additional guarantor was added to the lease. Revenue recognition for the Sandlot Lease is currently being handled on a cash-basis and the Trust may commence straight-lining based on an ongoing assessment of the ability of the tenant to pay rent.

On January 1, 2022, the Walsenburg Lease was amended (“Walsenburg Lease Amendment”) to provide funding in the amount of $625,000 for the addition of processing space and equipment that will be housed on another Power REIT property pursuant to a sublease. The term of the Walsenburg Lease Amendment is ten years with no renewal options. Revenue recognition for this lease amendment is currently being handled on a cash-basis.

On March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. The term of the Sweet Dirt Lease Second Amendment is coterminous with the original lease and is structured to provide an annual straight-line rent of approximately $654,000. A portion of the property improvement, amounting to $2,205,000, will be supplied by IntelliGen Power Systems LLC which is owned by HBP, an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of June 30, 2022, $1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied.

On March 31, 2022, Power REIT, through a newly formed wholly owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), entered into a 10-year “triple-net” lease (the “MillPro Lease”) with Millennium Produce of Nebraska LLC (“MillPro”), a subsidiary of Millennium Sustainable Ventures Corp., of which David Lesser is CEO and Chairman. The MillPro Lease is structured to provide an annual straight-line rent of approximately $1,099,387. After the initial 10-year term, the MillPro Lease provides four, five-year renewal options.

On May 1, 2022, PW CO CanRE MF LLC (“CanRE MF”), a wholly owned subsidiary of the Trust, entered into a new triple-net lease (the “EB Lease”) with Elevate & Bloom, LLC (“EB Tenant”) for one of the two subdivided lots owned in Ordway CO and previously occupied by PSP Management LLC (“PSP”) which was evicted. The term of the EB Lease is 20 years and provides two options to extend for additional five-year periods. Power REIT’s total commitment to this project is approximately $1,282,000 with $750,283 remaining to be funded. The EB Lease also has financial guarantees from affiliates of the EB Tenant. The EB Lease is structured to provide an annual straight-line rent of approximately $239,000.

On June 1, 2022, PW CO CanRE Apotheke LLC (“CanRE Apotheke”) amended its lease with its tenant (the “Apotheke Tenant”) to provide $364,650 for additional improvements to the property leased to the Apotheke Tenant as well as to restructure the timing of lease payments. The additional revenue on an annualized straight-line basis is approximately $62,000. However, based on the history of payments, rent for this property is currently being treated on a cash basis and not on a straight-line basis. Revenue recognition for the CanRE Apotheke property is currently being handled on a cash-basis and the Trust may commence straight-lining based on an ongoing assessment of the ability of the tenant to pay rent.

Due to the uncertainty around timing for securing the necessary regulatory approvals for marijuana cultivation, the lease with Marengo Cannabis LLC was amended on June 27, 2022 to restructure monthly rent payments over the course of the lease such that cash rent payments will begin in January 2023. An adjustment to future rent was made such that the total amount of rent due under the lease will not change. Due to the uncertainty of the outcome of the litigation, the Trust is conservatively assessing that this lease will be considered on a cash basis and will not straight-line rental income until there is more certainty as to the ability to pay rent.

Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. As the Trust grows, its portfolio may remain concentrated in a limited number of investments. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, Power REIT collected approximately 6665% of its consolidated revenue from five properties. The tenants are NorthEast Kind Assets, LLC (“Sweet Dirt”), Fiore Management LLC (“Canndescent”), Norfolk Southern Railway, ~~Walsenburg Cannabis LLC~~ and Regulus Solar, LLC which represent 1921%, 14%, 1213%, 11% and 10% of consolidated revenue respectively. The fifth is an aggregate of properties owned in whole or in part and guaranteed by one party through three separate LLC’s that represent 10% of consolidated revenue. The related party tenants in aggregate total 15% of consolidated income for the six months ended June 30, 2022. Comparatively, during the ~~three~~six months ended ~~March 31,~~June 30, 2021, Power REIT collected approximately 4248% of its consolidated revenue from ~~three~~four properties. The tenants were NorthEast Kind Assets, LLC (“Sweet Dirt”), Norfolk Southern Railway, Fiore Management LLC (“Canndescent”) and Regulus Solar, LLC which represent 1816%, 1311%, 11% and 1110% of consolidated revenue respectively.

The aggregate annual cash expected to be received by the Trust on all leases related to its portfolio as of ~~March 31,~~June 30, 2022, is as follows for the subsequent years ~~ended~~ending on December 31:


2022 (9 Months Remaining)	$	9,990,788
2022 (6 Months Remaining)			$	4,831,461
2023	$	14,829,847	$	12,301,168
2024	$	12,356,471	$	9,876,349
2025	$	9,458,281	$	8,479,265
2026	$	7,635,715	$	6,599,541
Thereafter	$	125,653,047	$	106,123,322
Total	$	179,924,149	$	148,211,106

On December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC (“PWSS”) assumed existing municipal financing (“Municipal Debt”). The Municipal Debt has approximately 10 9years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually, due on February 1 of each year. The balance of the Municipal Debt as of ~~March 31,~~June 30, 2022 and December 31, 2021 is approximately $$58,000and $64,000respectively.

In July 2013, PWSS borrowed $750,000 from a regional bank (the “PWSS Term Loan”). The PWSS Term Loan carries a fixed interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization ~~schedule~~schedule.. The loan is secured by PWSS’ real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of ~~March 31,~~June 30, 2022 and December 31, 2021 is approximately $~~514,000~~506,000 (net of approximately $~~3,400~~2,800 of capitalized debt costs which are being amortized over the life of the financing) and $521,000 (net of approximately $4,100 of capitalized debt costs which are being amortized over the life of the financing), respectively.

On November 6, 2015, PWRS entered into a loan agreement (the “2015 PWRS Loan Agreement”) with a certain lender for $10,150,000 (the “2015 PWRS Loan”). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note to the benefit of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the balance of the PWRS Bonds was approximately $~~7,801,000~~7,655,000 (net of unamortized debt costs of approximately $~~275,000~~269,000) and $7,803,000 (net of unamortized debt costs of approximately $280,000), respectively.

On November 25, 2019, Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC (“PW PWV”), entered into a loan agreement (the “PW PWV Loan Agreement”) with a certain lender for $15,500,000~~(the~~ (the “PW PWV Loan”). The PW PWV Loan is secured by pledge of PW PWV’s equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account (the “Deposit Account”) pursuant to a Deposit Account Control Agreement dated November 25, 2019 into which the P&WV rental proceeds is deposited. Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited in the Deposit Account to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The PW PWV Loan is evidenced by a note issued by PW PWV to the benefit of the lender for $15,500,000, with a fixed interest rate of 4.62% and fully amortizes over the life of the financing which matures in 2054 (35 years). The balance of the loan as of ~~March 31,~~June 30, 2022 and December 31, 2021 is $~~$14,761,000~~ 14,713,000~~(net~~ (net of approximately $~~291,000~~ 289,000of capitalized debt costs) and $14,809,000~~(net~~ (net of approximately $293,000of capitalized debt costs).

On December 21, 2021, Power REIT entered into a Debt Facility with initial availability of $20million. The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. The Debt Facility has a 12 month draw period and then converts to a term loan that is fully amortizing over five ~~years~~years.. The interest rate on the Debt Facility is 5.52% and throughout the term of the loan, a debt service coverage ratio of equal to or greater than 2.00 to 1.00 must be maintained. Power REIT is in compliance with the debt service ratio as of ~~March 31,~~June 30, 2022. Debt issuance expenses of approximately $275,000 and ~~$44,000~~ $44,000have been capitalized during the year ended December 31, 2021 and during the ~~three~~six months ended ~~March 31,~~June 30, 2022 respectively. Amortization of approximately $~~13,400~~ 26,700has been recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and approximately $176,000deferred debt issuance costs were re-classed as contra liability upon the loan draw. During the ~~three~~six months ~~March 31,~~ June 30, 2022, $11,500,000was drawn on the Debt Facility.

The approximate amount of principal payments remaining on Power REIT’s long-term debt as of ~~March 31,~~June 30, 2022 is as follows:

	Total Debt
			Total Debt
2022 (9 months remaining)		603,302

2022 (6 months remaining)				392,222
2023		2,893,824		3,222,705
2024		3,015,777		2,885,945
2025		3,055,634		3,048,674
2026		3,097,628		3,220,495
Thereafter		22,536,946		22,221,990
Long term debt	$	35,203,111	$	34,992,031

Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards. ~~As of March 31, 2022, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently~~ ~~213,317~~.

The summary of stock-based compensation activity for the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, with respect to the Trust’s restricted stock, was as follows:

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, 300 shares of unvested restricted stock was forfeited upon one previous board member’s resignation from the board.

During the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, the Trust recorded approximately $~~109,000~~218,000 of non-cash expense related to restricted stock granted compared to approximately $~~66,000~~153,000 for the ~~quarter~~six months ended ~~March 31,~~June 30, 2021. As of ~~March 31,~~June 30, 2022, there was approximately $~~656,000~~547,000 of total unrecognized share-based compensation expense, which expense will be recognized through the second quarter of 2024. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market.

During the ~~quarter~~six months ended ~~March 31,~~June 30, 2022, the Trust paid a total of approximately $~~163,000~~326,000 of dividends to holders of Power REIT’s Series A Preferred Stock.

A wholly-owned subsidiary of Hudson Bay Partners, LP (“HBP”), an entity associated with our CEO and Chairman of the Trust, David Lesser, provides the Trust and its subsidiaries with office space at no cost. Effective September 2016, the Board of Trustees approved reimbursing an affiliate of HBP $1,000per month for administrative and accounting support based on a conclusion that it would pay more for such support from a third party. The amount paid has increased over time with the approval of the independent members of the Board of Trustees. Effective February 23, 2021, the monthly amount paid to the affiliate of HBP increased to $$4,000. A total of only $8,000was paid pursuant to this arrangement during the ~~quarter~~six months ended ~~March 31,~~June 30, 2022 compared to $~~24,000~~ 36,000paid during the ~~quarter~~six months ended ~~March 31,~~June 30, 2021. During the first quarter of 2022, the Trust eliminated this recurring related party transaction and implemented payroll through Power ~~REIT to pay an employee a salary at the same rate as the Trust was paying to the related party entity.~~REIT.

Power REIT has entered into a synergistic relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. (“MILC’). David HH. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries, established cannabis and food crop cultivation projects and currently is the tenant in the Trust’s ~~Colorado,~~ Oklahoma, Michigan and Nebraska properties and MILC is a lender to one of the Trust’s Colorado properties. Power REIT has entered into lease transactions with the related tenants in which MILC has controlling interests. Total rental income recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from the tenants that are affiliated ~~tenants~~with MILC in Colorado, Oklahoma, Michigan and Nebraska was $~~212,376~~242,785, $~~125,640~~125,695, $0and $0 274,846respectively. ~~During the three months ended March 31, 2021, the rent received from related parties was $~~0.

Effective March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $3,508,000to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $2,205,000, will be supplied by IntelliGen Power Systems LLC which is owned by HBP, an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of ~~March 31,~~June 30, 2022, $1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied.

Under the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial interest, provided however, that in the case of a material financial interest, the transaction is disclosed to the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the terms and conditions of the transaction with IntelliGen Power Systems, the lease transactions with subsidiaries of MILC, and the reimbursement to HBP described herein, the independent trustees approved such arrangements having determined such arrangement are fair and reasonable and in the interest of the Trust.

On April 1, 2022, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust (“PropCo”), filed a Complaint, Petition for Writ of Mandamus and Jury Demand against the Township of Marengo, Michigan. The Complaint was filed in the United States District Court – Western District of Michigan – Southern Division and the Case Number is: 1:22-cv-00321. The Complaint is an action for equitable, declaratory and injunctive relief arising out of Township’s false promises, constitutional violations by the Township’s deprivation of Plaintiffs’ civil rights through its refusal and failure to comply with its own ordinances and state law as well as a common dispute resolution mechanism. ~~On April 7, 2022, the Trust filed a Motion for expedited trial and on April 21, 2022, the Township of Marengo, Michigan filed a reply brief.~~

On April 8, 2022, JKL2 Inc., Chelsey Joseph, Alan Kane and Jill Lamoureux (collectively the “JKL Parties”) filed a complaint in District Court, Crowley County Colorado (Case Number: 2022CV30009) against PW CO CanRe JKL LLC, Power REIT and David H. Lesser (the “Power REIT parties”) and Crowley County Builders, LLC and Dean Hiatt (the “CC Parties”). The complaint is seeking a judgement against the Power REIT Parties for (i) fraudulent inducement and (ii)breach of duty of good faith and fair dealing and (iii) civil conspiracy and (iv) unjust enrichment. On May 2, 2022, PW CO CanRe JKL LLC commenced an eviction process against JKL2 Inc. for failure to pay rent when due and ~~will be counter-claiming~~has filed counter-claims seeking damages for unpaid ~~rent.~~ rent including against the guarantors of the lease. The Trust does not believe it has material exposure to the claims brought by the JKL Parties beyond the costs associated with the litigation.

On January 15, 2022, Power REIT’s subsidiary, PW CanRe Cloud Nine LLC (“PW Cloud Nine”), filed for the eviction of its tenant Cloud Nine for failure to pay rent when due. On February 11, 2022 the court granted a Writ of Restitution for the eviction of Cloud Nine LLC. Cloud Nine LLC has appealed the eviction ruling. The appeal is still pending as of the date of this filing. The case is pending in Crowley County Colorado District Court (Case Number: 222cv30004). Cloud Nine has deposited $~~25,000~~ ~~cash bond with the court and on April 29, 2022 PW Cloud Nine LLC filed a motion to increase the bond amount to reflect the full amount of unpaid rent (currently $582,926.05) and continuing rent obligations of $83,275.15 per month.~~

~~On May 3,~~August 1, 2022, the Registrant declared a quarterly dividend of $0.484375per share on Power REIT’s 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock payable on ~~June~~September 15, 2022 to shareholders of record on ~~May~~August 15, 2022.

On July 15, 2022, 2,400 .shares were issued to Trustees as 2022 compensation which will vest over four quarters starting in the third quarter 2022 and 20,000 shares were issued to our CEO which vests monthly over 36 months starting August 2022. On July 15, 2022, 205,000 options were issued to the Trustees and Officers with a strike price of $13.44 which have a ten-year term and vest monthly over 36 months starting in August 2022.

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

This Quarterly Report on Form 10-Q (this “Report”) includes 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. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this Report regarding our future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements.

You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control, including those identified below, under Part II, Item 1A. “Risk Factors” and elsewhere in this Report, and those identified under Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2021 that we filed with the Securities and Exchange Commission on March 31, 2022 (the “2021 10-K”). Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these matters or how they may affect us. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

We are a Maryland-domiciled Real Estate Investment Trust (REIT) that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled Environment Agriculture (CEA) in the United States. We are focused on making new acquisitions of real estate within the CEA sector related to food and cannabis production in the form of greenhouses.

We are structured as a holding company and own our assets through twenty-five wholly owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. We were formed as part of a reorganization and reverse triangular merger of Pittsburgh & West Virginia Railroad (“P&WV”) that closed on December 2, 2011. P&WV survived the reorganization as our wholly-owned subsidiary. Our investment strategy, which is focused on transportation, CEA and energy infrastructure-related real estate, builds upon P&WV’s historical ownership of railroad real estate assets, which are currently triple-net leased to Norfolk Southern Railroad (“NSC”). We typically enter into long-term triple net leases where tenants are responsible for all ongoing costs related to the property, including insurance, taxes and maintenance.

Prior to 2019, our focus was on the acquisition of real estate assets related to transportation and renewable energy infrastructure. In 2019 we expanded the focus of our real estate acquisitions to include CEA properties in the United States. CEA is an innovative method of growing plants that involves creating optimized growing environments for a given crop indoors. We are currently focused on making new acquisitions of real estate within the CEA sector related to food and cannabis cultivation.

As of ~~March 31,~~June 30, 2022, our portfolio consisted of approximately 112 miles of railroad infrastructure and related real estate leased to a railway company which is owned by our subsidiary, P&WV, approximately 601 acres of fee simple land leased to a number of solar power generating projects with an aggregate generating capacity of approximately 108 MW and approximately 263 acres of land with approximately 2,211,000 square feet of existing or under construction greenhouses. We are actively seeking to grow our portfolio of CEA for food and cannabis production.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we added to our portfolio of CEA properties by acquiring a new greenhouse property in Nebraska which will grow tomatoes. In addition, we amended two existing cannabis leases to increase Power REIT’s investment with a corresponding increase in rental income and entered into atwo new cannabis leases to replace tenants on vacated properties. Due to the compression of the wholesale cannabis market in Colorado, the Trust has offered tenants relief by amending original leases to several of our Colorado tenants whereby monthly cash payments are restructured over the course of the lease to ~~replace a tenant which had vacated a property.~~lower rent payments during 2022 and increase rent payment in 2023 or 2024. These amendments do not affect the straight-line revenue calculation from these leases. As of June 30, 2022, the Trust has executed seven of these lease amendments.

~~On January 1,~~As previously disclosed on 8K filing dated July 18, 2022, cannabis licensing for Power REIT’s property located in Michigan has been delayed. The Michigan Cannabis Regulatory Authority application requires submitting a Certificate of Occupancy or alternative documentation where a Certificate of Occupancy does not exist, Since the ~~Walsenburg Lease~~property has Agricultural zoning, it is exempt from the Marengo Township building code and the requirement for a Certificate of Occupancy. Power REIT requested a simple two sentence letter from Marengo Township that the Michigan Cannabis Regulatory Authority had approved in order to meet this requirement but Marengo Township refused to provide the letter which ultimately led to Power REIT filing two litigations against Marengo Township. As previously disclosed, PW Marengo recently secured the requested statement from Marengo Township and the application for cannabis licensing has been submitted to the State of Michigan. Power REIT and Marengo Township have agreed to continue with the mediation process to resolve remaining issues. See “Legal Proceedings” for more information regarding the litigation.

Due to the uncertainty around timing for securing the necessary regulatory approvals for marijuana cultivation, the lease with Marengo Cannabis LLC was amended ~~(“Walsenburg Lease Amendment”)~~on June 27, 2022 to ~~provide funding~~restructure monthly rent payments over the course of the lease such that rent payments are scheduled begin in January, 2023. The rent was restructured such that the total rent over the life of the lease does not change. Due to the uncertainty of the timing for receipt of cash rent, the Trust concluded in the ~~amount~~first quarter of ~~$625,000 for the addition of processing space and equipment~~2022 that income from this lease will be ~~housed~~considered on a cash basis rather than on a straight-line basis until there is more certainty regarding the ~~Tam 7 Property pursuant~~ability to ~~a sublease. The term~~pay rent from commencement of ~~the Walsenburg Lease Amendment is ten years with no renewal options and is structured to provide an annual straight-line rent of approximately $120,000.~~operations.

On January 1, 2022, PW CO CanRE Grail LLC (“PW Grail”), a wholly owned subsidiary entered into a new triple-net lease (the “Sandlot Lease”) on the same economic terms as the former lease, with a new tenant, The Sandlot, LLC (“SL ~~tenant”~~Tenant”). The term of the Sandlot Lease is 20 years and provides four options to extend for additional five-year periods and it was agreed upon to increase the construction budget by $71,000. Power REIT’s total commitment to this project is approximately $2,432,000. ~~The~~On June 1, 2022, the lease was amended to restructure the timing of the rent payments but the total straight-line rent over the life of the lease is unchanged and an additional guarantor was added to the lease. Revenue recognition for the Sandlot Lease ~~also has financial guarantees from affiliates~~is currently being handled on a cash-basis and the Trust may commence straight-lining based on an ongoing assessment of the ~~SL Tenant. The SL Tenant intends~~ability of the tenant to ~~operate as a licensed cannabis cultivation and processing facility. The annual straight-line annual rent is approximately $462,000.~~pay rent.

~~Effective~~On March 1, 2022, the Sweet Dirt Lease was amended (the “Sweet Dirt Lease Second Amendment”) to provide funding in the amount of $3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller project to the Sweet Dirt Property. The term of the Sweet Dirt Lease Second Amendment is coterminous with the original lease and is structured to provide an annual straight-line rent of approximately $654,000. A portion of the property improvement, amounting to $2,205,000, will be supplied by IntelliGen Power Systems LLC which is owned by HBP, an affiliate of David Lesser, Power REIT’s Chairman and CEO. As of ~~March 31,~~June 30, 2022, $1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied.

On March 31, 2022, Power REIT, through a newly formed wholly owned subsidiary, PW MillPro NE LLC, (“PW MillPro”), acquired a 1,121,513 square foot greenhouse cultivation facility (the “MillPro Facility”) on an approximately 86-acre property and a separate 4.88-acre property with a 21-room employee housing building (the “Housing Facility”) for $9,350,000 and closing costs of approximately ~~$88,000~~$91,000 located in O’Neill, Nebraska. As part of the transaction, the Trust agreed to fund improvements including the replacement of Energy Curtains for $534,430. Simultaneous with the acquisition, PW MillPro entered into a 10-year “triple-net” lease (the “MillPro Lease”) with Millennium Produce of Nebraska LLC (“MillPro”), a subsidiary of Millennium Sustainable Ventures Corp., of which David Lesser is CEO and Chairman. MillPro will operate the MillPro Facility cultivating tomatoes. The lease requires MillPro to pay all property related expenses including maintenance, insurance and taxes. The MillPro Lease is structured to provide an annual straight-line rent of approximately $1,099,387, representing an estimated yield on costs of 11%. After the initial 10-year term, the MillPro Lease provides four, five-year renewal options. The rent for the MillPro Lease is structured whereby after the initial 10-year term, the monthly rent increases by 10% at the first renewal option, and 5% at each successive renewal option (second, third, and fourth).

~~The~~This acquisition ~~described above~~ is accounted for as asset acquisitions under ASC 805-50 Business Combinations – Related Issue. Power REIT has established a depreciable life for the property improvements of 20 years for greenhouse and 39 years for the housing facility.

On May 1, 2022, PW CO CanRE MF LLC (“CanRE MF”), a wholly owned subsidiary of the Trust, entered into a new triple-net lease (the “EB Lease”) with Elevate & Bloom, LLC (“EB Tenant”) for one of the two subdivided lots owned in Ordway CO and previously occupied by PSP Management LLC (“PSP”) which was evicted. The term of the EB Lease is 20 years and provides two options to extend for additional five-year periods. Power REIT’s total commitment to this project including land purchased is approximately $1,282,000 with $750,283 remaining to be funded. The EB Lease also has financial guarantees from affiliates of the EB Tenant. The EB Tenant intends to operate as a licensed cannabis cultivation and processing facility. The EB Lease is structured to provide an annual straight-line rent of approximately $239,000, representing an approximately 18.6% unleveraged FFO yield on invested capital.

On June 1, 2022, PW CO CanRE Apotheke LLC (“CanRE Apotheke”) amended its lease with its tenant (the “Apotheke Tenant”) to provide $364,650 for additional improvements to the property leased to the Apotheke Tenant as well as to restructure the timing of lease payments. The additional revenue on an annualized straight-line basis is approximately $62,000 which represents approximately 17% unleveraged FFO yield. However, based on the history of payments, rent for this property is currently being treated on a cash basis and not on a straight-line basis. Revenue recognition for the CanRE Apotheke property is currently being handled on a cash-basis and the Trust may commence straight-lining based on an ongoing assessment of the ability of the tenant to pay rent.

The following table is a summary of the Trust’s properties as of ~~May~~August 2022:

Property Type/Name	Location	Acres	Size¹		Original Lease Start	Term (yrs)²	Rent ($)³			Gross Book Value⁴		Location	Acres		Size⁽¹⁾		Lease Start	Term (yrs)⁽²⁾		Rent ($) ⁽³⁾			Gross Book Value ⁽⁴⁾
Railroad Property
P&WV - Norfolk Southern	PA/WV/OH			112 miles	Oct-64	99	$	915,000		$	9,150,000	PA/WV/OH				112 miles	Oct-64		99	$	915,000		$	9,150,000

Solar Farm Land
PWSS	Salisbury, MA	54		5.7	Dec-11	22		89,494			1,005,538	Salisbury, MA		54		5.7	Dec-11		22		89,494			1,005,538
PWTS	Tulare County, CA	18		4.0	Mar-13	25		32,500			310,000	Tulare County, CA		18		4.0	Mar-13		25		32,500			310,000
PWTS	Tulare County, CA	18		4.0	Mar-13	25		37,500			310,000	Tulare County, CA		18		4.0	Mar-13		25		37,500			310,000
PWTS	Tulare County, CA	10		4.0	Mar-13	25		16,800			310,000	Tulare County, CA		10		4.0	Mar-13		25		16,800			310,000
PWTS	Tulare County, CA	10		4.0	Mar-13	25		29,900			310,000	Tulare County, CA		10		4.0	Mar-13		25		29,900			310,000
PWTS	Tulare County, CA	44		4.0	Mar-13	25		40,800			310,000	Tulare County, CA		44		4.0	Mar-13		25		40,800			310,000
PWRS	Kern County, CA	447		82.0	Apr-14	20		803,117			9,183,548	Kern County, CA		447		82.0	Apr-14		20		803,117			9,183,548
	Solar Farm Land Total	601		107.7			$	1,050,111		$	11,739,086	Solar Farm Land Total		601		107.7				$	1,050,111		$	11,739,086

Greenhouse - Cannabis
19977 ¹⁰												Crowley County, CO		2.11		12,996	Jul-19		20		201,810			1,075,000
JAB	Crowley County, CO	7.31		29,412	Jul-19	20		495,856			2,669,582	Crowley County, CO		5.20		16,416	Jul-19		20		294,046			1,594,582
Grassland	Crowley County, CO	5.54		26,940	Feb-20	20		354,461			1,908,400	Crowley County, CO		5.54		26,940	Feb-20		20		354,461			1,908,400
Chronic	Crowley County, CO	5.00		26,416	Feb-20	20		375,159			1,995,101
Green Street												Crowley County, CO		5.00		26,416	Feb-20		20		375,159			1,995,101
Sweet Dirt	York County, ME	6.64		48,238	May-20	20		1,947,087			10,389,857	York County, ME		6.64		48,238	May-20		20		1,947,087			10,389,857
Fifth Ace	Crowley County, CO	4.32		18,000	Sep-20	20		261,963			1,364,585	Crowley County, CO		4.32		18,000	Sep-20		20		261,963			1,364,585
PSP	Crowley County, CO	4.46		33,744	Oct-20			-	⁵		3,062,300
PSP - Tam 14												Crowley County, CO		2.09		24,360	Oct-20		20		-	⁽⁵⁾		2,531,025
Green Mile	Crowley County, CO	2.11		18,528	Dec-20	20		252,061			1,311,116	Crowley County, CO		2.11		18,528	Dec-20		20		252,061			1,311,116
Apotheke	Crowley County, CO	4.31		21,548	Jan-21	20		341,953	⁷		1,813,893	Crowley County, CO		4.31		21,548	Jan-21		20		-	⁽⁸⁾		2,178,543
Canndescent	Riverside County, CA	0.85		37,000	Feb-21	5		1,113,018			7,685,000	Riverside County, CA		0.85		37,000	Feb-21		5		1,113,018			7,685,000
Gas Station	Crowley County, CO	2.20		24,512	Feb-21	20		399,748			2,118,717	Crowley County, CO		2.20		24,512	Feb-21		20		399,748			2,118,717
Cloud Nine	Crowley County, CO	4.00		38,440	Apr-21	20		-	⁶		2,947,905	Crowley County, CO		4.00		38,440	Apr-21		20		-	⁽⁷⁾		2,947,905
Walsenburg Cannabis	Huerfano County, CO	35.00		102,800	May-21	20		849,504			4,502,001
Walsenburg												Huerfano County, CO		35.00		102,800	May-21		20		-	⁽⁸⁾		4,502,001
Vinita Cannabis	Craig County, OK	9.35		40,000	Jun-21	20		502,561			2,650,000	Craig County, OK		9.35		40,000	Jun-21		20		-	⁽⁸⁾		2,650,000
JKL	Crowley County, CO	10.00		24,880	Jun-21	20		546,392	⁷		2,928,293	Crowley County, CO		10.00		24,880	Jun-21		20		-	⁽⁹⁾		2,928,293
Marengo Cannabis	Marengo Township, MI	61.14		556,146	Sep-21	20		5,119,343	⁸		25,523,362	Marengo Township, MI		61.14		556,146	Sep-21		20		-	⁽⁸⁾		25,523,362
Golden Leaf Lane	Crowley County, CO	5.20		15,000	Nov-21	20		262,718			1,358,664
Green Leaf Lane												Crowley County, CO		5.20		15,000	Nov-21		20		262,718			1,358,664
The Sandlot	Crowley County, CO	4.41		27,988	Jan-22	20		461,684			2,431,511	Crowley County, CO		4.41		27,988	Jan-22		20		-	⁽⁸⁾		2,431,513
Elevate & Bloom - Tam 13												Crowley County, CO		2.37		9,384	May-22		20		238,581	⁽⁶⁾		1,281,559

Greenhouse - Produce
Millennium Produce of Nebraska	Holt County, NE	90.88		1,121,513	Apr-22	10		1,099,387			9,884,430	Holt County, NE		90.88		1,121,153	Apr-22		10		1,099,387			9,884,430
	Greenhouse Total	262.72		2,211,105			$	14,382,895		$	86,544,717
												Greenhouse Total		262.72		2,210,745				$	6,800,039		$	87,659,653
Grand Total							$	16,348,006		$	107,433,803									$	8,765,150		$	108,548,739

The consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods. The critical accounting estimates that affect the consolidated financial statements and the judgments and assumptions used are consistent with those described under Part II, Item 7 of the 2021 10-K.

The national regulated cannabis market has experienced significant price compression over the last few quarters mainly driven by increased cultivation capacity in certain markets beyond demand as well as the impact from more states legalizing cannabis which has impacted demand in other States. We are continually monitoring tenant viability, their ability to pay rent, and are committed to work with our tenants based on making a realistic assessment of their viability. As part of this process, we have entered into lease modifications with certain of our tenants to help them continue to work through the impact of the price compression which in some markets is currently below the cost of production which is not sustainable and should ultimately lead to a price recovery. The Trust’s investment thesis is that greenhouse cultivation is the sustainable approach from both an environmental and economic perspective and that the price compression should ultimately help move cultivation towards greenhouses.

Revenue during the three months ended ~~March 31,~~June 30, 2022, and 2021 was ~~$1,985,516~~$2,232,953 and ~~$1,820,927~~$2,267,848, respectively. Revenue during the three months ended ~~March 31,~~June 30, 2022, consisted of revenue from lease income from direct financing lease of $228,750, rental income of ~~$1,756,751, direct financing lease~~$2,004,199 and miscellaneous income of ~~$228,750 and other income of $15.~~$4. The ~~increase~~decrease in total revenue was primarily related to a ~~$338,016 increase in rental income from transactions with related parties, offset by a $173,196~~$336,209 decrease in rental income from unrelated parties, offset by an increase of $305,310 in rental income from related parties, and a decrease in other income of ~~$231.~~$3,996. Expenses for the three months ended ~~March 31,~~June 30, 2022 increased by ~~$274,837~~$559,872 as compared to total expenses for the three months ended ~~March 31,~~June 30, 2021 primarily due to an increase in general and administrative expenses of ~~$127,755, an increase in depreciation expense of $92,486 and to a lesser extent,~~$103,849, an increase in amortization of intangible assets of ~~$44,887 and~~$44,888, an increase in interest expense of ~~$9,727.~~$169,099 and an increase in depreciation expense of $242,005. Net income attributable to ~~common shares~~Common Shares during the three months ended ~~March 31,~~June 30, 2022 and 2021 was ~~approximately $834,673~~$781,722 and ~~$944,918,~~$1,376,493, respectively. Net income attributable to common shares decreased by ~~$110,245~~$594,771 primarily due to the decrease in rental income along with an increase in depreciation, ~~expense,~~interest and general and administrative ~~expenses, amortization of intangible assets, and the write off in rental income of $217,517 resulting from the adjustment of eliminating the straight-line rent for two failed tenants.~~expenses.

For the three months ended ~~March 31,~~June 30, 2022 and 2021, we paid a cash dividend to our holders of Series A Preferred Stock of ~~$163,207~~$163,206 and ~~$163,210,~~$163,202, respectively.

Revenue during the six months ended June 30, 2022, and 2021 was $4,218,469 and $4,088,775, respectively. Revenue during the six months ended June 30, 2022, consisted of rental income of $3,760,950, direct financing lease income of $457,500 and other income of $19. The increase in total revenue was primarily related to a $643,326 increase in rental income from transactions with related parties, offset by a $509,405 decrease in rental income from unrelated parties and a decrease in other income of $4,227. Expenses for the six months ended June 30, 2022 increased by $834,709 as compared to total expenses for the six months ended June 30, 2021 primarily due to an increase in general and administrative expenses of $231,604, an increase in depreciation expense of $334,491, an increase in interest expense of $178,826 and to a lesser extent, an increase in amortization of intangible assets of $89,775. Net income attributable to common shares during the six months ended June 30, 2022 and 2021 was $1,616,395 and $2,321,411, respectively. Net income attributable to common shares decreased by $705,016 primarily due to an increase in depreciation expense, general and administrative expenses, amortization of intangible assets, an increase in interest expense and the write off in rental income of $302,000 resulting from the adjustment of eliminating the straight-line rent for five tenants.

For the six months ended June 30, 2022, and 2021, we paid a cash dividend to our holders of Series A Preferred Stock of $326,413 and $326,412, respectively.

Our cash and cash equivalents ~~totaled $1,938,889~~totalled $1,191,708 as of ~~March 31,~~June 30, 2022, a decrease of ~~$1,232,412~~$1,979,593 from December 31, 2021. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the decrease of cash was primarily due to the ~~acquisition of land~~increase in expenses and construction in progress payments.

With the cash available as of ~~May~~July 2022 coupled with the availability of the Debt Facility, we believe these resources will be sufficient to fund our operations and commitments. Our cash outlays, other than acquisitions, property improvements, dividend payments and interest expense, are for general and administrative (“G&A”) expenses, which consist principally of legal and other professional fees, consultant fees, NYSE American listing fees, insurance, shareholder service company fees and auditing costs.

To meet our working capital and longer-term capital needs, we rely on cash provided by our operating activities, proceeds received from the issuance of equity securities and proceeds from borrowings which may be secured by lien on assets. Power REIT is currently focused on non-dilutive capital sources, such as debt and the potential to issue additional preferred stock, in order to fund property improvements for our existing portfolio as well as additional acquisitions.

Based on our leases in place and rental income as of ~~March 31,~~June 30, 2022, we anticipate generating ~~$13,646,229~~$11,959,403 in cash rent over the next twelve months. At ~~March 31,~~June 30, 2022, we owed debt in the principal amount of ~~$35,203,111,~~$34,992,031, of which ~~$683,755~~$1,706,498 is due in the next twelve months. We anticipate that our cash from operations will be sufficient to support our operations; however additional acquisition of real estate may require us to seek to raise additional financing. There can be no assurance that financing will be available when needed on favorable terms.

We assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations (“Core FFO”) which management believes is a useful indicator of our operating performance. Core FFO is a non-GAAP financial measure. Core FFO should not be construed as a substitute for net income (loss) (as determined in accordance with GAAP) for the purpose of analyzing our operating performance or financial position, as Core FFO is not defined by GAAP. The following is a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to the most directly comparable GAAP financial measure. Management believes that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with the definition used by the National Association of Real Estate Investment Trusts (“NAREIT”), include certain financial items that are not indicative of the results provided by our asset portfolio and inappropriately affect the comparability of the Trust’s period-over-period performance. These items include non-recurring expenses, such as one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain non-cash expenses, including stock-based compensation expense, amortization and certain up front financing costs. Therefore, management uses Core FFO and defines it as net income excluding such items. We believe that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing us to other REITs that disclose similarly Core FFO figures, and when analyzing changes in our performance over time. Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we use, and that as a result, our Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures used by REITs or other companies.

A reconciliation of our Core FFO to net income for the ~~three~~six months ended ~~March 31,~~June 30, 2022, and 2021 is included in the table below:

As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act) (to provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Because of the inherent limitations in all control systems, internal controls over financial reporting may not prevent or detect misstatements. The design and operation of a control system must also reflect that there are resource constraints and management is necessarily required to apply its judgment in evaluating the cost-benefit relationship of possible controls.

Our management assessed the effectiveness of the design and operation of our disclosure controls and procedures. Based on our evaluation, we believe that our disclosure controls and procedures as of ~~March 31,~~June 30, 2022 were effective.

During the fiscal quarter ended ~~March 31,~~June 30, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are, from time to time, the subject of claims and suits arising out of matters related to our business. In general, litigation claims can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. It is not possible to predict the final resolution of the current litigation to which we are party to, and the impact of certain of these matters on our business, results of operations, and financial condition could be material. Regardless of the outcome, litigation has adversely impacted our business because of defense costs, diversion of management resources and other factors.

On August 11, 2021, our wholly owned subsidiary, PW CO CanRe MF LLC (“CanRe MF”), filed a breach of contract claim against PSP Management LLC (“PSP”) which is our tenant at a property (the “MF Property”) owned by CanRe MF in Ordway, CO pursuant to a lease (the “MF Lease”) in the District Court, Crowley County, Colorado, Case #2021CV30015. CanRe MF also named a principal owner individually as guarantor of the MF Lease in the litigation. PSP ~~has~~did not ~~completed~~complete the construction of the MF Property in a timely manner as required by the MF Lease. CanRE MF is seeking damages related to cost over-runs and failure to pay rent as well as costs of collection and interest. PSP has failed to pay rent due in the amount of $87,841 per month since July 2021. On November 1, 2021, PSP agreed to turn over possession of the property to CanRe MF. CanRe MF is seeking to mitigate its damages by completing the construction and finding a replacement tenant for the MF Property. A portion of the property was re-leased during the Second quarter of 2022 to a new tenant – Elevate and Bloom LLC. Also, during the Second quarter 2022, CanRe MF entered into settlement agreements with the guarantor that was a named party in the litigation. Unfortunately, to date, the guarantor has not performed on his obligations related to the settlement agreement.

On January 15, 2022, Power REIT’s subsidiary, PW CanRe Cloud Nine LLC (“PW Cloud Nine”), filed for the eviction of its tenant Cloud Nine for failure to pay rent when due. On February 11, 2022 the court granted a Writ of Restitution for the eviction of Cloud Nine LLC. Cloud Nine LLC has appealed the eviction ruling. The appeal is still pending as of the date of this filing. The case is pending in Crowley County Colorado District Court (Case Number: 222cv30004). Cloud Nine has deposited $25,000 cash bond with the court and on April 29, 2022 PW Cloud Nine LLC filed a motion to increase the bond amount to reflect the full amount of unpaid rent ~~(currently $582,926.05)~~ and continuing rent obligations of $83,275.15 per month.

On April 1, 2022, Power ~~REIT (“Power REIT” or the “Trust”), through a~~REIT’s wholly owned subsidiary of the Trust, PW CanRe Marengo LLC (“~~PropCo”~~PW Marengo”), filed a Complaint, Petition for Writ of Mandamus and Jury Demand against the Township of Marengo, ~~Michigan.~~Michigan (the “Complaint”). The Complaint was filed in the United States District Court – Western District of Michigan – Southern Division and the Case Number is: 1:22-cv-00321. The Complaint is an action for equitable, declaratory and injunctive relief arising out of Township’s false promises, constitutional violations by the Township’s deprivation of Plaintiffs’ civil rights through its refusal and failure to comply with its own ordinances and state law as well as a common dispute resolution mechanism. On April 7, 2022, the Trust filed a Motion for expedited trial and on April 21, 2022, the Township of Marengo, Michigan filed a reply ~~brief.~~brief related thereto. On June 6, 2022, the Township of Marengo, Michigan filed its answer to the Complaint. On July 5, 2022 the court held a status conference which required the parties to participate in a mediation to occur within 30 days. The parties have agreed to extend the deadline for mediation while working to finalize an agreed upon mediator. On August 1, 2022, PW Marengo filed a Stipulation dismiss the Complaint, but the parties have agreed to continue the court ordered mediation and extend the deadline for mediation while working to finalize an agreed upon mediator.

On June 30, 2022, PW Marengo, filed a Verified Complaint in Calhoun County Michigan, (the “Calhoun Complaint”) and the Case Number is 22-1760-AW. The Complaint is an action to compel the Township to allow PW Marengo to appear before the Marengo Township Zoning Board of Appeals (“ZBA”). On June 10, 2022, PW Marengo filed an application to the ZBA to secure an affirmation that, because the greenhouse property is zoned as Agricultural, it is exempt from requirements of seeking building permits and a Certificate of Occupancy. To date, the Township has refused to schedule such a meeting and on June 24, 2022, two representatives of the Township indicated that they were rejecting the application to the ZBA because the property is zoned agricultural and exempt from requiring a Certificate of Occupancy and therefore there is no reason to hold the meeting. Unfortunately, when pressed, the representatives were unwilling to put this in writing which we believe would have been sufficient to resolve the requirements for the State of Michigan cannabis licensing. PW Marengo was seeking documentation that is necessary to secure cannabis licenses from the State of Michigan which has agreed to accept in the form of a simple two sentence statement from Marengo Township that because the property is zoned Agricultural it is exempt from requiring a Certificate of Occupancy. As previously disclosed in 8K filing dated July 18, 2022, PW Marengo recently secured the requested statement from Marengo Township and the application for cannabis licensing has been submitted to the State of Michigan. Power REIT and Marengo Township have agreed to continue with the mediation process to resolve remaining issues.

On April 8, 2022, JKL2 Inc., Chelsey Joseph, Alan Kane and Jill Lamoureux (collectively the “JKL Parties”) filed a complaint in District Court, Crowley County Colorado (Case Number: 2022CV30009) against PW CO CanRe JKL LLC, Power REIT and David H. Lesser (the “Power REIT parties”) and Crowley County Builders, LLC and Dean Hiatt (the “CC Parties”). The complaint is seeking a judgement against the Power REIT Parties for (i) fraudulent inducement and (ii)breach of duty of good faith and fair dealing and (iii) civil conspiracy and (iv) unjust enrichment. On May 2, 2022, PW CO CanRe JKL LLC commenced an eviction process against JKL2 Inc. for failure to pay rent when due and ~~will be counter-claiming~~has filed counter-claims seeking damages for unpaid ~~rent.~~rent including against the guarantors of the lease. The Trust does not believe it has material exposure to the claims brought by the JKL Parties beyond the costs associated with the litigation.

The Trust’s results of operations and financial condition are subject to numerous risks and uncertainties as described in the 2021 10-K, which risk factors are incorporated herein by reference. The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the 2021 10-K. You should carefully consider the risks set forth in the 2021 10-K and the following risks, together with all the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and notes thereto. If any of the risks actually materialize, our operating results, financial condition and liquidity could be materially adversely affected. Except as disclosed below, there have been no material changes from the risk factors disclosed in the 2021 10-K.

The investment portfolio is, and in the future may continue to be, concentrated in its exposure to a relatively few numbers of investments, industries and lessees.

As of ~~March 31,~~June 30, 2022, we owned twenty-six property investments, through our ownership of our twenty-five subsidiaries: Pittsburgh & West Virginia Railroad, PW PWV Holdings LLC, PW Salisbury Solar, LLC, PW Tulare Solar, LLC, PW Regulus Solar, LLC, PW CO CanRE JAB LLC, PW CanRE of Colorado Holdings LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Sherm 6 LLC, PW ME CanRE SD LLC, PW CO CanRE Tam 7 LLC, PW CO CanRE MF LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Grail LLC, PW CO CanRE Apotheke LLC, PW CA CanRE Canndescent LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Walsenburg LLC, PW CanRE OK Vinita LLC, PW CO CanRE JKL LLC, PW MI CanRE Marengo LLC, PW CanRE Holdings LLC, and PW MillPro NE LLC.

Historically, the Trust’s revenue has been concentrated to a relatively limited number of investments, industries and lessees. As the Trust grows, its portfolio may remain concentrated in a limited number of investments. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, Power REIT collected approximately ~~66%~~65% of its consolidated revenue from five properties. The tenants are NorthEast Kind Assets, LLC (“Sweet Dirt”), Fiore Management LLC (“Canndescent”), Norfolk Southern Railway ~~Walsenburg Cannabis LLC~~ and Regulus Solar, LLC which represent ~~19%~~21%, ~~14%, 12%~~13%, 11% and 10% of consolidated revenue respectively. The fifth is an aggregate of properties owned in whole or in part and guaranteed by one party through three separate LLC’s that represent 10% of consolidated revenue. The related party tenants in aggregate total 15% of consolidated income for the six months ended June 30, 2022.

We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we intend to concentrate our investment activities in the CEA sector, which will subject us to more risks than if we were diversified across many sectors. At times, the performance of the infrastructure sector may lag the performance of other sectors or the broader market as a whole.

If our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends may decrease and we could default on our loans, which are secured by collateral in our properties and assets.

We may not be able to achieve operating results that will allow us to pay dividends at a specific level or to increase the amount of these dividends from time to time. Also, restrictions and provisions in any credit facilities we enter into or any debt securities we issue may limit our ability to pay dividends. We cannot assure you that you will receive dividends at a particular time, or at a particular level, or at all.

PWRS, one of our subsidiaries, entered into the 2015 PWRS Loan Agreement (as defined below) that is secured by all of PWRS’ interest in the land and intangibles. As of ~~March 31,~~June 30, 2022, the balance of the 2015 PWRS Loan was approximately ~~$7,801,000~~$7,655,000 (net of unamortized debt costs of approximately ~~$275,000)~~$269,000). PWSS, one of our subsidiaries, borrowed $750,000 from a regional bank which loan is secured by PWSS’ real estate assets and is secured by a parent guarantee from the Trust. The balance of the PWSS term loan as of ~~March 31,~~June 30, 2022 is approximately ~~$514,000~~$506,000 (net of approximately ~~$3,400~~$2,800 of capitalized debt costs which are being amortized over the life of the financing). PWV, one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of ~~March 31,~~June 30, 2022 is ~~$14,761,000~~$14,713,000 (net of approximately ~~$291,000~~$289,000 of capitalized debt costs). Power REIT entered into a Debt Facility with initial availability of $20 million. The facility is non-recourse to Power REIT and is structured without initial collateral but has springing liens to provide security against a significant number of Power REIT CEA portfolio properties in the event of default. As of ~~March 31, 2022,~~June 30,2022, $11,500,000 was drawn on the Debt Facility. If we should fail to generate sufficient revenue to pay our outstanding secured debt obligations, the lenders could foreclose on the security pledged. In addition, Maryland law prohibits the payment of dividends if we are unable to pay our debts as they come due.

The issuance of securities with claims that are senior to those of our common shares, including our Series A Preferred Stock, may limit or prevent us from paying dividends on its common shares. There is no limitation on our ability to issue securities senior to the Trust’s common shares or incur indebtedness.

Our common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital structure, including our Series A Preferred Stock. As of ~~March 31,~~June 30, 2022, we had outstanding debt in the principal amount of ~~$35.2~~$35.0 million and had issued approximately $8.5 million of our Series A Preferred Stock. This debt and these preferred securities rank senior to the Trust’s common shares in our capital structure. We expect that in due course we may incur more debt, and issue additional preferred securities as we pursue our business strategy.

In the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of preferred securities, such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the specific terms of the securities. In contrast, however, in the case of common shares, dividends are payable only when, as and if declared by the Trust’s board of trustees and depend on, among other things, the Trust’s results of operations, financial condition, debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock, other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter of law. The incurrence by the Trust of additional debt, and the issuance by the Trust of additional preferred securities, may limit or eliminate the amounts available to the Trust to pay dividends on our Series A Preferred Stock and common shares.

From time to time, our management team may own interests in our lessees or other counterparties, and may thereby have interests that conflict or appear to conflict with the Trust’s interests.

On occasion, our management may have financial interests that conflict, or appear to conflict with the Trust’s interests. For example, as of ~~March 31,~~June 30, 2022 four of Power REIT’s properties are leased by tenants in which Millennium Sustainable Ventures Corp., formerly Millennium Investment & Acquisition Company (ticker:MILC) has controlling interests. David HH. Lesser, Power REIT’s Chairman and CEO, is also Chairman and CEO of MILC. MILC established cannabis cultivation projects in Colorado (through a loan), Oklahoma, and Michigan which are related to our May 21, 2021, June 11, 2021, and September 3, 2021 acquisitions and a food crop cultivation project in Nebraska related to our March 31, 2022 acquisition. Total rental income recognized for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska was ~~$212,376, $125,640,~~$242,785, $125,695, $0 and ~~$0,~~$274,846 respectively. Although our Declaration of Trust permits this type of business relationship and a majority of our disinterested trustees must approve, and in those instances did approve, Power REIT’s involvement in such transactions, in any such circumstance, there may be conflicts of interest between Power REIT on one hand, and MILC, Mr. Lesser and his affiliates and interests on the other hand, and such conflicts may be unfavorable to us.

Competition for the acquisition of properties suitable for the cultivation or production of regulated cannabis and alternative financing sources for licensed operators may impede our ability to make acquisitions or increase the cost of these acquisitions, which could adversely affect our operating results and financial condition.

We compete for the acquisition of properties suitable for the cultivation of regulated cannabis with other entities engaged agricultural and real estate investment activities, including corporate agriculture companies, cultivators and producers of cannabis, private equity investors, and other real estate investors (including public and private REITs). These competitors may prevent us from acquiring desirable properties, may cause an increase in the price we must pay for properties, or may result in us having to lease our properties on less favorable terms than we expect. Our competitors may have greater financial and operational resources than we do and may be willing to pay more for certain assets or may be willing to accept more risk than we believe can be prudently managed. In particular, larger companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Our competitors may also adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, due to a number of factors, including but not limited to potential greater clarity of the laws and regulations governing cannabis by state and federal governments, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties or enter into leases for such properties on less favorable terms than we expect, our prospect for growth of profitability and ability to generate cash flow and make distributions to our stockholders may decrease.

Increased competition for properties as a result of greater clarity of the federal regulatory environment may also preclude us from acquiring those properties that would generate attractive returns to us.

By way of example, Congress introduced or re-introduced several proposed bills in the current legislative cycle focused on the regulated cannabis industry, including but not limited to, the Marijuana Opportunity Reinvestment and Expungement Act (the “MORE Act”), the Secure and Fair Enforcement (SAFE) Banking Act (the “SAFE Banking Act”) and most recently in July 2021, a preliminary draft of the Cannabis Administration and Opportunity Act (the “CAO Act”). If it became law, the MORE Act, which was passed by the U.S. House of Representatives in the prior legislative cycle and re-introduced in May 2021, would, among other things, remove cannabis as a Schedule I controlled substance under the Controlled Substances Act of 1970 (the “CSA”) and make available U.S. Small Business Administration funding for regulated cannabis operators. If it became law, the SAFE Banking Act would, among other things, provide protection from federal prosecution to banks and other financial institutions that provide financial services to state-licensed, compliant cannabis operators, which may include the provision of loans by financial institutions to such operators. In April 2021, the SAFE Banking Act was reintroduced again for the fourth time in the U.S. House of Representatives and passed; the bill is expected to be reintroduced in the U.S. Senate for consideration. In July 2021, a preliminary draft of the CAO Act was introduced, which would, among other things, remove cannabis as a Schedule I controlled substance under the CSA, provide deference to states to determine their own cannabis policies, transfer regulatory responsibility of cannabis to the U.S. Food and Drug Administration and certain other federal regulatory agencies, and establish a federal taxation framework for regulated cannabis sales.

If any of the proposed bills in Congress became law, there would be further increased competition for the acquisition of properties that can be leased to licensed cannabis operators, consolidation of cannabis cultivation facilities for more cost efficient, larger scale production and manufacturing may occur, and such operators would have greater access to alternative financing sources with lower costs of capital. These factors may reduce the number of operators that wish to enter into lease transactions with us or renew leases with us or may result in us having to enter into leases on less favorable terms with tenants, each of which may significantly adversely impact our profitability and ability to generate cash flow and make distributions to our stockholders.

The market for cannabis in States that we operate may fluctuate dramatically which may have a material impact on the ability of our tenants to pay rent.

Cannabis is currently illegal at the Federal level and is regulated on a State-by-State basis. As more States provide legal frameworks for medical and/or adult-use cannabis, it is having an impact on the cannabis markets across the country. This nascent industry has experienced dramatic price swings in the past, but they have historically been relatively short lived. The Cannabis market in most states is currently experiencing significant price compression in most markets across the country which is impacting the financial performance and viability of many industry participants including, potentially, tenants of the Trust.

If Cannabis Price Compression continues we may need to further modify existing leases, which could result in lower revenue than anticipated from our existing leases or leases with replacement tenants as applicable.

To date we have modified seven of our leases in order to help tenants continue to work through the impact of the price compression which in some markets is currently below the cost of cannabis cultivation. The national regulated cannabis market has experienced significant price compression over the last few quarters mainly driven by increased cultivation capacity in certain markets beyond demand as well as the impact from more states legalizing cannabis which has impacted demand in other States. We are continually monitoring tenant viability, their ability to pay rent, and are committed to work with our tenants based on making a realistic assessment of their viability. If price compression continues we may need to further modify leases to reduce lease payments owed to us which could result in lower revenue to be derived from such leases. In addition, if our tenants are unable to make rental payments, we may need to lease properties to replacement tenants which may be on terms that are less favorable than our current leases in terms of revenue.

Laws, regulations and the policies with respect to the enforcement of such laws and regulations affecting the cannabis industry in the United States are constantly changing, and we cannot predict the impact that future regulations may have on us.

Medical and adult-use cannabis laws and regulations in the United States are complex, broad in scope, and subject to evolving interpretations. As a result, compliance with such laws and regulations could require us to incur substantial costs or alter certain aspects of our business. Violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and may have a material adverse effect on certain aspects of our planned operations. Further, regulations may be enacted in the future that will be directly applicable to certain aspects of our cannabis-related activities. We cannot predict the nature of any future laws, regulations, interpretations or applications, especially in the United States, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Currently, there are 33 states plus the District of Columbia and certain U.S. territories that have laws and/or regulations that recognize, in one form or another, consumer use of cannabis in connection with medical treatment. Of those, 11 states plus the District of Columbia and certain U.S. territories have laws and/or regulations that permit the adult-use of cannabis. As cannabis is classified as a Schedule I substance under the CSA, U.S. federal laws and regulations prohibit a range of activities regarding cannabis. Unless and until Congress amends the CSA with respect to cannabis (the timing and scope of which is not assured and hard to predict), there is a risk that governmental authorities in the United States may enforce current U.S. federal law, and we may, through our business activities, be deemed to be operating in direct violation of U.S. federal law. Accordingly, active enforcement of the current U.S. federal regulatory position on cannabis could have a material adverse effect on us. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated policy remains uncertain, and any regulations prohibiting the use of cannabis, or prohibiting cannabis-related activities, could have an adverse effect on our business, financial condition and results of operations.

In addition, we could be impacted by local laws as well. On April 1, 2022, Power REIT’s wholly owned subsidiary of the Trust, PW CanRe Marengo LLC, filed a Complaint, Petition for Writ of Mandamus and Jury Demand against the Township of Marengo, Michigan seeking equitable, declaratory and injunctive relief from the Township’s failure to provide necessary approvals for marijuana cultivation. If we are unable to obtain the necessary orders or approvals, we will not be able to generate the revenue we anticipated from the property located in Marengo, Michigan. If we should have the same difficulties obtaining approvals in other locations, our ability to generate revenue could be severely limited.

In addition, relevant state or local rules and regulations may be amended or repealed, or new rules and regulations may be enacted in the future to eliminate prohibiting the cultivation, processing and dispensing of cannabis. If our cannabis tenant, or any future cannabis tenants, are forced to cease operations, we would be required to replace such tenant with one that is not engaged in the cannabis industry, who may pay significantly lower rents. Any changes in state or local laws that reduce or eliminate the ability to cultivate and produce cannabis would likely result in a high vacancy rate for the kinds of properties that we seek to acquire, which would depress our lease rates and property values. In addition, we would realize an economic loss on any and all improvements made to properties that were to be used in connection with cannabis cultivation and processing.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2022 to be signed on its behalf by the undersigned thereunto duly authorized.

Maryland		45-3116572
(State or other jurisdiction of incorporation or organization)	��	(I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, NY		11804
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	PW	NYSE American

7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share	PW.PRA	NYSE American

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

		Page No.

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements (Unaudited)		32
	Consolidated Balance Sheets ~~at March 31,~~as of June 30, 2022 and December 31, 2021	2
	Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021	3
	Consolidated Statements of ~~Operations~~Changes in Shareholders’ Equity for the ~~three months~~quarters ended ~~March 31,~~June 30, 2022 and 2021	4
	Consolidated Statements of ~~Changes in Shareholders’ Equity~~Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021	5
	~~Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021~~	6
	Notes to Unaudited Consolidated Financial Statements	76

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		1617

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		2123

Item 4 – Controls and Procedures		2123

PART II – OTHER INFORMATION

	Item 1 – Legal Proceedings	2124

	Item 1A – Risk Factors	2225

	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	2528

	Item 3 – Defaults Upon Senior Securities	2528

	Item 4 – Mine Safety Disclosures	2528

	Item 5 – Other Information	2528

	Item 6 – Exhibits	2528

SIGNATURE		2629

	March 31, 2022		December 31, 2021		June 30, 2022		December 31, 2021
ASSETS
Land	$	10,781,752	$	10,418,232	$	10,781,752	$	10,418,232
Greenhouse cultivation and processing facilities, net of accumulated depreciation		51,473,028		42,587,727		52,740,495		42,587,727
Greenhouse cultivation and processing facilities - construction in progress		19,332,749	$	13,318,883		20,161,921	$	13,318,883
Net investment in direct financing lease - railroad		9,150,000		9,150,000		9,150,000		9,150,000
Total real estate assets		90,737,529		75,474,842		92,834,168		75,474,842

Cash and cash equivalents		1,938,889		3,171,301		1,191,708		3,171,301
Accounts receivable		238,900		-
Prepaid expenses and deposits		47,795		493,196		33,195		493,196
Intangible lease asset, net of accumulated amortization		3,656,384		3,760,556		3,552,210		3,760,556
Deferred debt issuance cost, net of amortization		128,753		274,003		123,105		274,003
Deferred rent receivable		1,528,957		2,094,292		1,364,129		2,094,292
Other assets		-		50,000		-		50,000
TOTAL ASSETS	$	98,277,207	$	85,318,190	$	99,098,515	$	85,318,190

LIABILITIES AND EQUITY
Accounts payable	$	501,643	$	79,371	$	509,813	$	79,371
Accrued interest		77,100		76,600		126,121		76,600
Deferred rent liability		1,277,389		861,916		1,567,220		861,916
Tenant security deposits		2,420,206		2,612,206		2,230,206		2,612,206
Prepaid rent		155,286		37,161		133,422		37,161
Intangible lease liability, net of accumulated amortization		132,775		142,700		122,849		142,700
Current portion of long-term debt, net of unamortized discount		649,645		641,238		1,657,105		641,238
Long-term debt, net of unamortized discount		33,808,303		22,555,911		32,606,097		22,555,911
TOTAL LIABILITIES		39,022,347		27,007,103		38,952,833		27,007,103

Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of March 31, 2022 and December 31, 2021)		8,489,952		8,489,952
Series A 7.75% Cumulative Redeemable Perpetual Preferred Stock Par Value $25.00 (1,675,000 shares authorized; 336,944 issued and outstanding as of June 30, 2022 and December 31, 2021)						8,489,952		8,489,952

Equity:
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,367,261 shares issued and outstanding as of March 31, 2022 and 3,367,561 shares issued and outstanding as of December 31, 2021)		3,367		3,367
Common Shares, $0.001 par value (98,325,000 shares authorized; 3,367,261 shares issued and outstanding as of June 30, 2022 and 3,367,561 shares issued and outstanding as of December 31, 2021)						3,367		3,367
Additional paid-in capital		45,796,174		45,687,074		45,905,274		45,687,074
Retained earnings		4,965,367		4,130,694
Retained earnings (accumulated deficit)						5,747,089		4,130,694
Total Equity		50,764,908		49,821,135		51,655,730		49,821,135

TOTAL LIABILITIES AND EQUITY	$	98,277,207	$	85,318,190	$	99,098,515	$	85,318,190

	●	Land – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land.

	●	Improvements – When a property is acquired with improvements, the land price is established based on market comparables and market research to establish a value with the balance allocated to improvements for the land. The Trust also ~~evaluate~~evaluates the improvements in terms of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated on a straight-line method over the useful life of the improvements.

	For the Three Months Ended March 31, 2022
				Accumulated			Accumulated
				Amortization / Addition to Revenue			Amortization / Addition to Revenue			Net Book
	Cost			Through 12/31/21			1/1/22 - 3/31/22			Value
Asset Intangibles - PWTS	$	237,471		$	81,695		$	2,413		$	153,363
Asset Intangibles - PWRS	$	4,713,548		$	1,754,151		$	56,872		$	2,902,525
Asset Intangibles - Canndescent	$	807,976		$	162,593		$	44,887		$	600,496
Asset Intangibles Total	$	5,758,995		$	1,998,439		$	104,172		$	3,656,384

Liability Intangible - Canndescent	$	(178,651	)	$	(35,951	)	$	(9,925	)	$	(132,775	)

	For the Six Months Ended June 30, 2022
				Accumulated			Accumulated
	Cost			Amortization / Addition to Revenue			Amortization / Addition to Revenue			Net Book Value
					Through 12/31/21			1/1/22 - 6/30/22
Asset Intangibles - PWTS	$	237,471		$	81,695		$	4,827		$	150,949
Asset Intangibles - PWRS	$	4,713,548		$	1,754,151		$	113,744		$	2,845,653
Asset Intangibles - Canndescent	$	807,976		$	162,593		$	89,775		$	555,608
Asset Intangibles Total	$	5,758,995		$	1,998,439		$	208,346		$	3,552,210

Liability Intangible - Canndescent	$	(178,651	)	$	(35,951	)	$	(19,851	)	$	(122,849	)

	○	Level 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds.

	○	Level 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical or comparable assets or liabilities.

	○	Level 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

Summary of Activity - Restricted Stock

	Number of			Weighted
	Shares of			Average
	Restricted			Grant Date
	Stock			Fair Value
Balance as of December 31, 2021		31,260			24.83
Restricted Stock Forfeited		(300	)		37.18
Restricted Stock Vested		(4,414	)		15.36
Balance as of March 31, 2022		26,546			26.26

	¹	¹Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet.
	²	²Not including renewal options.
	³	³Rent represents ~~annual~~annualized straight line net rent.
	⁴	⁴Gross Book Value represents total capital commitment which includes the initial purchase price (excluding closing costs) plus the budget of construction - the actual amount spent could differ from the total budget.
	⁵	⁵Tenant ~~has been~~was evicted as of ~~November 2021 - evaluating~~Nov 2021-evaluating potential replacement ~~tenants.~~tenant.
	⁶	~~Tenant received an eviction~~⁶Replacement tenant for half of PSP property– refer to Footnote 4.
	⁷Eviction order granted in January 2022 and tenant is appealing - see legal proceedings.
	⁷	⁸Based on the uncertainty of collectability of rent, ~~during 1Q22,~~ a write-off was taken to eliminate the impact of straight-lining rent. Going forward, rent will either be treated on a cash basis or a straight-line basis as applicable.
	⁸⁹Eviction proceedings is in process.
	~~Based on~~¹⁰An assignment of Lease Agreement was signed to change the ~~uncertainty~~name of ~~collectability~~the tenant from JAB to 19977 LLC for the Tam 18 property.

	Note: Size, Rent and Gross Book Value assume completion of ~~rent, the Trust has determined not to straight-line rent during 2021. Going forward, rent will either be treated on a cash basis or a straight-line basis as applicable.~~approved construction

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue	$	2,232,953		$	2,267,848		$	4,218,469		$	4,088,775

Net Income	$	944,928		$	1,539,695		$	1,942,808		$	2,647,823
Stock-Based Compensation		109,100			86,815			218,200			152,973
Interest Expense - Amortization of Debt Costs		21,818			8,528			43,794			17,055
Amortization of Intangible Lease Asset		104,174			59,286			208,346			118,571
Amortization of Intangible Lease Liability		(9,926	)		-			(19,851	)		-
Depreciation on Land Improvements		388,520			146,515			677,057			342,566
Core FFO Available to Preferred and Common Stock		1,558,614			1,840,839			3,070,354			3,278,988

Preferred Stock Dividends		(163,206	)		(163,202	)		(326,413	)		(326,412	)

Core FFO Available to Common Shares	$	1,395,408		$	1,677,637		$	2,743,941		$	2,952,576

Weighted Average Shares Outstanding (basic)		3,367,261			3,312,001			3,367,396			3,033,751

Core FFO per Common Share		0.41			0.51			0.81			0.97

Exhibit Number		Exhibit Title

3.1		Declaration of Trust of Power REIT dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12, 2014,incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K (File No. 000-54560) filed with the Securities and Exchange Commission as of April 1, 2014.

3.2		Bylaws of Power REIT dated October 20, 2011 incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-177802) filed with the Securities and Exchange Commission as of November 8, 2011.

3.3		Articles Supplementary 7.75% Series A cumulative Redeemable Preferred Stock Liquidation Preference $25.00 Per Share, incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 8-A (File Number 001-36312) filed with the Securities and Exchange Commission as of February 11, 2014.

Exhibit 10.43		Lease Agreement with Millennium Produce of Nebraska LLC, incorporated by reference to Exhibit 10.1 to the Current Report for 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on March 31, 2022.

Exhibit 10.44		Second Lease Amendment with NorthEast Kind Assets LLC, incorporated by reference to Exhibit 10.1 to the Current Report for 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on March 21, 2022.

Exhibit 10.45*		Second Lease Amendment related to Walsenburg Cannabis LLC filed herewith.

Exhibit 31.1		Section 302 Certification for David H. Lesser

Exhibit 32.1		Section 906 Certification for David H. Lesser


101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

POWER REIT

/s/ David H. Lesser
David H. Lesser
Chairman, CEO, CFO, Secretary and Treasurer

Date: ~~May 9,~~August 12, 2022