UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q





|þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------





| | For the quarterly period
    ended | June
    30, 2012
| | ---------------------------------- | -----------------





|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|  | OR                                                                                      
|  |                                                                                         
| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





| | For the transition period from |  | to | 
| | ------------------------------ |  | -- | 





|Commission file number: | 000-24816
|----------------------- | ---------



|National Property Analysts Master Limited Partnership 
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 23-2610414                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|230 South Broad Street, Mezzanine        |  |           
|---------------------------------------- |  | ----------
|Philadelphia, Pennsylvania               |  | 19102     
|(Address of principal executive offices) |  | (Zip Code)





| | (215) 790-4700                                       | 
| | ---------------------------------------------------- | 
| | (Registrant’s telephone number, including area code) | 





[None]

(Former name, former address and former
fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes    þ    No     ̈



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

Yes    þ    No     ̈



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



|Large accelerated filer |  ̈ |                                               | Accelerated filer         |  ̈
|----------------------- | - | --------------------------------------------- | ------------------------- | -
|Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting company) | Smaller reporting company | þ



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

Yes     ̈    No    þ



Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable date.



|Class                                 |  | Outstanding at August 14, 2012
|------------------------------------- |  | ------------------------------
|Units of Limited Partnership Interest |  | 97,752 units                  











NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP



INDEX



|                                                                                                          |  | Page No.
|--------------------------------------------------------------------------------------------------------- |  | --------
|PART I.  FINANCIAL INFORMATION                                                                            |  |         
|                                                                                                          |  |         
|Item 1.  Combined Condensed Financial Statements (Unaudited)                                              |  |         
|                                                                                                          |  |         
|Combined Condensed Balance Sheets  - June 30, 2012 and December 31, 2011                                  |  | 1       
|                                                                                                          |  |         
|Combined Condensed Statements of Operations, Comprehensive Income (Loss) and Changes in Partners’ Deficit |  |         
|- Three and six months ended June 30, 2012 and 2011                                                       |  | 2       
|                                                                                                          |  |         
|Combined Condensed Statements of Cash Flows                                                               |  |         
|- Six months ended June 30, 2012 and 2011                                                                 |  | 3       
|                                                                                                          |  |         
|Notes to Combined Condensed Financial Statements                                                          |  | 4       
|                                                                                                          |  |         
|Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.           |  | 11      
|                                                                                                          |  |         
|Item 3.  Quantitative and Qualitative Disclosures about Market Risk.                                      |  | 14      
|                                                                                                          |  |         
|Item 4.  Controls and Procedures.                                                                         |  | 14      
|                                                                                                          |  |         
|PART II.  OTHER INFORMATION                                                                               |  |         
|                                                                                                          |  |         
|Item 1.  Legal Proceedings.                                                                               |  | 15      
|                                                                                                          |  |         
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.                                     |  | 15      
|                                                                                                          |  |         
|Item 3.  Defaults Upon Senior Securities.                                                                 |  | 15      
|                                                                                                          |  |         
|Item 4.  Mine Safety Disclosures.                                                                         |  | 15      
|                                                                                                          |  |         
|Item 5.  Other Information.                                                                               |  | 15      
|                                                                                                          |  |         
|Item 6.  Exhibits.                                                                                        |  | 15      
|                                                                                                          |  |         
|SIGNATURES                                                                                                |  |         
|                                                                                                          |  |         
|Signatures                                                                                                |  | 16      











NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



Combined Condensed Balance Sheets

(in thousands)



|                                                                                                            |  | June 30,    |         |   | December 31, |  
|----------------------------------------------------------------------------------------------------------- |  | ----------- | ------- | - | ------------ | -
|                                                                                                            |  | 2012        |         |   | 2011         |  
|                                                                                                            |  | (Unaudited) |         |   |              |  
|Assets                                                                                                      |  |             |         |   |              |  
|Rental property, at cost:                                                                                   |  |             |         |   |              |  
|Land                                                                                                        |  | $           | 6,946   |   |              | $
|Buildings                                                                                                   |  |             | 99,177  |   |              |  
|Tenant-in-common property                                                                                   |  |             | 22,662  |   |              |  
|                                                                                                            |  |             | 128,785 |   |              |  
|Less: accumulated depreciation                                                                              |  |             | 73,644  |   |              |  
|Rental property, net                                                                                        |  |             | 55,141  |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Cash and cash equivalents                                                                                   |  |             | 2,001   |   |              |  
|Restricted cash                                                                                             |  |             | 149     |   |              |  
|Investment securities available for sale, at market                                                         |  |             | -       |   |              |  
|Tenant accounts receivable, net of allowance of $30 as of June 30, 2012 and December 31, 2011, respectively |  |             | 203     |   |              |  
|Unbilled rent receivable                                                                                    |  |             | 1,247   |   |              |  
|Accounts receivable and other assets, net (1)                                                               |  |             | 87      |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Total assets                                                                                                |  | $           | 58,828  |   |              | $
|                                                                                                            |  |             |         |   |              |  
|Liabilities and Partners' Deficit                                                                           |  |             |         |   |              |  
|Wraparound mortgages payable (1)                                                                            |  | $           | 132,395 |   |              | $
|Less: unamortized discount based on imputed interest rate of 12% (1)                                        |  |             | 19,405  |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Wraparound mortgages payable less unamortized discount (1)                                                  |  |             | 112,990 |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Due to NPAEP (1)                                                                                            |  |             | 3,401   |   |              |  
|Other borrowings (1)                                                                                        |  |             | 194     |   |              |  
|Accounts payable and other liabilities (1)                                                                  |  |             | 3,681   |   |              |  
|Deferred revenue                                                                                            |  |             | 4,124   |   |              |  
|Finance lease obligation                                                                                    |  |             | 700     |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Total liabilities                                                                                           |  |             | 125,090 |   |              |  
|                                                                                                            |  |             |         |   |              |  
|Partners' deficit                                                                                           |  |             | (66,262 | ) |              |  
|                                                                                                            |  |             |         |   |              |  
|Total liabilities and partners' deficit                                                                     |  | $           | 58,828  |   |              | $



(1)See Note 3: Related Party Transactions.

See accompanying notes to Combined Condensed Financial Statements
(unaudited).



1









NATIONAL PROPERTY ANALYSTS MASTER LIMITED PARTNERSHIP

(a limited partnership)



Combined Condensed Statements of Operations, Comprehensive
Income (Loss) and Changes in Partners' Deficit (unaudited)

(in thousands,
except per-unit data)





|
|









|                                                                                                                                           |  | Three months ended June 30, |         |   | Six months ended June 30, |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | ------------------------- | -
|                                                                                                                                           |  | 2012                        |         |   | 2011                      |  
|Income:                                                                                                                                    |  |                             |         |   |                           |  
|Rental income                                                                                                                              |  | $                           | 2,960   |   |                           | $
|Other charges to tenants                                                                                                                   |  |                             | 649     |   |                           |  
|Interest and dividend income                                                                                                               |  |                             | 12      |   |                           |  
|Total income                                                                                                                               |  |                             | 3,621   |   |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|Operating expenses:                                                                                                                        |  |                             |         |   |                           |  
|Interest expense (1)                                                                                                                       |  |                             | 3,319   |   |                           |  
|Real estate taxes                                                                                                                          |  |                             | 697     |   |                           |  
|Management fees (1)                                                                                                                        |  |                             | 133     |   |                           |  
|Common area maintenance expenses                                                                                                           |  |                             | 383     |   |                           |  
|Ground rent (1)                                                                                                                            |  |                             | 188     |   |                           |  
|Repairs and maintenance                                                                                                                    |  |                             | 13      |   |                           |  
|General and administrative (1)                                                                                                             |  |                             | 149     |   |                           |  
|Depreciation                                                                                                                               |  |                             | 695     |   |                           |  
|Amortization                                                                                                                               |  |                             | 12      |   |                           |  
|Total operating expenses                                                                                                                   |  |                             | 5,589   |   |                           |  
|Operating loss                                                                                                                             |  |                             | (1,968  | ) |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|Other gain  (loss):                                                                                                                        |  |                             |         |   |                           |  
|Realized gains on investment securities                                                                                                    |  |                             | 1       |   |                           |  
|Loss from continuing operations                                                                                                            |  |                             | (1,967  | ) |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|Discontinued operations:                                                                                                                   |  |                             |         |   |                           |  
|Loss from operations of discontinued components including gain from disposition of property of $356 for the six months ended June 30, 2012 |  |                             | (172    | ) |                           |  
|Net loss                                                                                                                                   |  |                             | (2,139  | ) |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|Other comprehensive income (loss):                                                                                                         |  |                             |         |   |                           |  
|Net change in unrealized gains on investment securities                                                                                    |  |                             |         |   |                           |  
|Comprehensive loss                                                                                                                         |  |                             | (2,139  | ) |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|Partners' deficit:                                                                                                                         |  |                             |         |   |                           |  
|Beginning of period                                                                                                                        |  |                             | (64,123 | ) |                           |  
|                                                                                                                                           |  |                             |         |   |                           |  
|End of period                                                                                                                              |  | $                           | (66,262 | ) |                           | $
|                                                                                                                                           |  |                             |         |   |                           |  
|Loss per unit from continuing operations                                                                                                   |  | $                           | (20.12  | ) |                           | $
|Loss per unit from discontinued operations                                                                                                 |  |                             | (1.76   | ) |                           |  
|Net loss per unit                                                                                                                          |  | $                           | (21.88  | ) |                           | $
|Weighted average units outstanding                                                                                                         |  |                             | 97,752  |   |                           |  









(1)See Note 3: Related Party Transactions.

See accompanying notes to Combined Condensed Financial Statements
(unaudited).



2









NATIONAL PROPERTY
ANALYSTS MASTER LIMITED PARTNERSHIP

(a limited partnership)



Combined Condensed
Statements of Cash Flows (unaudited)

(in thousands,
except per-unit data)







|                                                                                |  | Six months ended June 30, |       
|------------------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                                |  | 2012                      |       
|Cash flows from operating activities:                                           |  |                           |       
|Net loss                                                                        |  | $                         | (3,995
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                           |       
|Depreciation and amortization                                                   |  |                           | 1,417 
|Amortization of discount (1)                                                    |  |                           | 6,389 
|Realized gains on investment securities                                         |  |                           | (21   
|Impairment of rental property                                                   |  |                           | 74    
|Net gain on disposition of properties                                           |  |                           | (356  
|Change in assets and liabilities                                                |  |                           |       
|Increase in tenant accounts receivable                                          |  |                           | (118  
|Decrease in unbilled rent receivable                                            |  |                           | 12    
|Decrease in accounts receivable and other assets (1)                            |  |                           | 290   
|Increase in accounts payable and other liabilities (1)                          |  |                           | 261   
|Increase (decrease) in deferred revenue                                         |  |                           | 3,929 
|Net cash provided by operating activities                                       |  |                           | 7,882 
|                                                                                |  |                           |       
|Cash flows from investing activities:                                           |  |                           |       
|Proceeds from disposition of properties                                         |  |                           | 100   
|Improvements to rental property                                                 |  |                           | (515  
|Increase in restricted cash                                                     |  |                           | (23   
|Purchases of investment securities                                              |  |                           | (607  
|Sales of investment securities                                                  |  |                           | 2,067 
|Net cash provided by investing activities                                       |  |                           | 1,022 
|                                                                                |  |                           |       
|Cash flows from financing activities:                                           |  |                           |       
|Payments on wraparound mortgages (1)                                            |  |                           | (7,822
|Increase in due to NPAEP                                                        |  |                           | 22    
|Net cash used in financing activities                                           |  |                           | (7,800
|                                                                                |  |                           |       
|Increase in cash and cash equivalents                                           |  |                           | 1,104 
|                                                                                |  |                           |       
|Cash and cash equivalents:                                                      |  |                           |       
|Beginning of period                                                             |  |                           | 897   
|                                                                                |  |                           |       
|End of period                                                                   |  | $                         | 2,001 
|                                                                                |  |                           |       
|Supplemental disclosure of cash flow information:                               |  |                           |       
|Cash paid during the period for interest                                        |  | $                         | 516   
|Supplemental disclosure of non-cash investing and financing activities:         |  |                           |       
|Reduction of wraparound mortgages related to disposition of property            |  | $                         | 274   
|Reduction in finance lease obligation related to disposition of property        |  | $                         | 1,050 











(1)See Note 3: Related Party Transactions.

See accompanying notes to Combined Condensed Financial Statements
(unaudited).







3







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



Notes to Combined Condensed Financial Statements
(Unaudited)

June 30, 2012

(dollars in thousands)



Note 1:  Basis of Presentation



The accompanying unaudited Combined Condensed
Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America
and with the instructions to Form 10-Q. Certain information and accounting policies and footnote disclosures normally included
in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to such instructions, although NPAMLP believes that the included disclosures are adequate for
a fair presentation. The information furnished reflects all adjustments (consisting of normal recurring adjustments), which are,
in the opinion of management, necessary for a fair summary of the financial position, results of operations and cash flows for
the interim periods presented. These Combined Condensed Financial Statements should be read in conjunction with the Combined Condensed
Financial Statements and notes thereto filed with our Form 10-K for the year ended December 31, 2011.



Note 2:Formation
and Description of Business



National Property Analysts Master Limited
Partnership (NPAMLP), a limited partnership, was formed effective January 1, 1990. NPAMLP is owned 99% by the limited partners
and 1% collectively by EBL&S, Inc., the managing general partner, and Feldman International, Inc. (“FII”), the
equity general partner.



The properties included in NPAMLP consist
primarily of regional shopping centers or malls with national retailers as anchor tenants. The ownership and operations of these
properties have been combined in NPAMLP.



The financial statements include the accounts
of partnerships that contributed their interests to NPAMLP and certain partnerships whose partnership interests were not contributed
as of the effective date of NPAMLP’s formation on January 1, 1990, but were allocated their interests in NPAMLP as if their
partnership interests had been contributed on January 1, 1990.



Note 3:Related
Party Transactions



Management fees, leasing commissions and
certain administrative services, including legal fees are paid to EBL&S Property Management, Inc (“EBL&S”),
which is owned entirely by E&H Properties, Inc (“E&H”), a corporation owned and controlled by Edward B. Lipkin
(“Lipkin”), a related party. Management fees are paid exclusively to EBL&S and are included in Management fees
in the Combined Condensed Statements of Operations. Leasing commissions are deferred over the life of their respective leases and
are included in Accounts receivable and other assets on the Combined Condensed Balance Sheet at June 30, 2012. Certain administrative
services, including legal fees, are reimbursed to EBL&S and are included in General and administrative expense on the Combined
Condensed Statements of Operations. National Property Analysts Employee Partnership (“NPAEP”) holds the Wraparound
mortgages payable. Lipkin controls NPAEP, which owns 100% of the outstanding balance of the Wraparound mortgages payable. Due to
NPAEP, unamortized discount and interest expense are all financial statement accounts that relate directly to the Wraparound mortgages
payable. Other borrowings represent amounts due to E&H Properties of Delaware, Inc, (“EHD”), an affiliate of E&H,
and controlled by Lipkin. Included within Accounts payable and other liabilities are $2,769 and $2,729 due EBL&S at June 30,
2012 and December 31, 2011, respectively.



As of June 30, 2012, NPAMLP had an outstanding
line of credit (the “NPAMLP Line”) with EHD, under which EHD has agreed to advance up to $2,500 to NPAMLP for the purposes
of making capital and tenant improvements to the properties. The line bears interest at a variable rate, based on the prime rate
(3.25% at June 30, 2012), and expires in December 2013. Any amounts advanced to NPAMLP are not directly secured by any collateral.
Pursuant to the terms of the NPAMLP Line, the obligation of EHD to make advances to NPAMLP is at all times in the sole and absolute
discretion of EHD. As of June 30, 2012, there were $194 of advances and $144 of related accrued interest due under the NPAMLP Line.



4







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



Notes to Combined Condensed Financial Statements
(Unaudited)

June 30, 2012

(dollars in thousands)



In October 2007, NPAEP acquired
from the unrelated third party owners, approximately 82% of the undivided interest in one of the two parcels in
Marquette, Michigan that are ground leased by NPAMLP. In the first quarter of 2012, NPAEP acquired 100% of the second parcel
and an additional 6% of the undivided interest in the parcel originally acquired in 2007. In April 2012, NPAEP acquired the
remaining 12% individual interest of the parcel acquired in 2007. The terms of the ground lease were unchanged. As a result
of the purchase, NPAEP receives $32 annually in ground rental payments from NPAMLP.



Note 4:Major
Tenants



NPAMLP’s primary anchor
tenants are Sun Microsystems (the tenant at the tenant-in-common property), Sears Holdings Corporation and its
subsidiaries (“Sears”) and CVS Corporation (“CVS”). The number of locations, gross leasable
area (“GLA”) and percentage of minimum rent for these tenants for the six-month period ended June 30, 2012 and
2011 are detailed in the table below.As of June 30, 2012, Sears had outstanding balances on
one of its five locations, totaling $17.  Neither Sun Microsystems nor CVS has outstanding balances due under any leases with
NPAMLP at June 30, 2012.



|                 |  | As of June 30, 2012 |  |  | As of June 30, 2011 |        
|---------------- |  | ------------------- |  |  | ------------------- | -------
|Tenant           |  | No. of Locations    |  |  | GLA                 |        
|Sun Microsystems |  | 1                   |  |  |                     | 249,832
|Sears            |  | 5                   |  |  |                     | 497,445
|CVS              |  | 5                   |  |  |                     | 56,770 
|                 |  |                     |  |  |                     |        

Note 5: Future Interest Agreement



In March
2003, NPAMLP, NPAEP and PVPG, entered into an Agreement, effective as of January 1, 2003 (the “2003 Agreement”), in
which NPAEP and PVPG agreed with NPAMLP to modify the terms of Wrap Mortgages held by NPAEP and PVPG. The terms of the 2003 Agreement
provided that NPAEP and PVPG: (a) reduce to 4.1% per year the annual interest rate payable on any NPAEP Wrap Note or PVPG Wrap
Note that bears a stated annual interest rate in excess of that amount (the reduction in the interest rate was evaluated by NPAMLP
in accordance with FASB authoritative guidance, and was determined not to be a substantial modification of terms as defined therein);
(b) remove certain of the properties secured by the NPAEP and PVPG Wrap Mortgages from the burden of the cross-default and cross-collateralization
provisions currently contemplated by the Restructuring Agreement effective as of January 1, 1990 by and among MLPG, NPAMLP, National
Property Analysts, Inc. and others; and (c) agree to release the lien of the Wrap Mortgages
from the Properties upon a sale of or the agreement of a leasehold estate in any Property prior to the maturity of the applicable
Wrap Note. In consideration for the above, NPAMLP modified the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages to provide that
(i) there is an event of default under the applicable NPAEP Wrap Mortgages or PVPG Wrap Mortgages, as the case may be, if a judgment
or other lien is entered against the title or lease-holding entity thereby entitling NPAEP
or PVPG, as the case may be, to avail itself of the post-default rights or remedies under the relevant security document; and (ii)
for cross-default and cross-collateralization among certain partnerships comprising NPAMLP. In addition NPAMLP shall execute and
deliver to NPAEP or PVPG, as the case may be, a currently recordable deed of future interest (or assignment of future leasehold
interest) sufficient to convey to NPAEP or PVPG, as the case may be, all of NPAMLP’s right, title, interest and estate in
and to its fee or leasehold interest in the encumbered properties effective upon the maturity on December 31, 2013 of the NPAEP
Wrap Mortgages and the PVPG Wrap Mortgages unless the Wrap Mortgages have previously been paid in full.



5







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



Notes to Combined Condensed Financial Statements
(Unaudited)

June 30, 2012

(dollars in thousands)



The Managing General Partner believes
that the execution and delivery of the 2003 Agreement will have the following effects for NPAMLP as a result of the reduction
in the annual interest rate on the NPAEP Wrap Notes and the PVPG Wrap Notes (i) NPAMLP has realized reductions in interest
that it otherwise would have been obligated to pay during the period between January 1, 2003 and December 31, 2013 when these
loans mature and (ii) NPAMLP will be able to allocate a greater portion of its available cash flow to principal repayments.
As a result of the faster repayment of principal, the Limited Partners will recognize additional taxable income (or smaller
tax losses) in each year from 2003 until the maturity of the NPAEP Wrap Mortgages and the PVPG Wrap Mortgages. In addition,
the anticipated date of dissolution of NPAMLP will now occur in 2013 rather than 2015. Further, because the reduced interest
rate is below the Applicable Federal Rate (“AFR”) prescribed under Section 1274, Internal Revenue Code of 1986,
as amended, investors in certain Partnerships recognized non-recurring ordinary income (forgiveness of indebtedness) in 2003.
The tax impact of this recognition depended upon numerous factors related to each investor’s particular tax situation,
including his marginal tax rate and his suspended passive losses from prior years.



The Wrap Mortgages owned by NPAEP or
PVPG are due and payable in substantial “balloon” amounts on December 31, 2013. Assuming no sales of Properties
by NPAMLP in the interim period (2012 through 2013) the projected balance due for all of the Wrap Mortgages at December 31,
2013 is expected to approximate $109,000. As of June 30, 2012, wraparound mortgage principal payment requirements for the
remainder of 2012 were $3,780. As described above, in return for the reduction in interest rate and other consideration set
forth above, including the satisfaction of the Wrap Mortgages due on December 31, 2013, NPAMLP’s Managing General
Partner has agreed to deliver deeds of future interest and assignments of leasehold interest, to be recorded currently,
effective December 31, 2013, to NPAEP and PVPG. NPAMLP’s Managing General Partner has determined that it is in the best
interests of NPAMLP and its partners to do so. The effect of these deeds and assignments will be to facilitate a transfer of
fee and leasehold ownership to the holders of the Wrap Mortgages at maturity (unless the Wrap Mortgages have been previously
paid in full). Notwithstanding the foregoing, NPAEP and PVPG have agreed in the 2003 Agreement to (a) release the liens of
the Wrap Mortgages and (b) deliver such deeds of future interest, assignments of leasehold interests, or other documents or
instruments as are necessary to facilitate or effect such sales of the Properties prior to December 31, 2013 as the Managing
General Partner shall otherwise deem desirable. The costs incurred arising from the recordation of any of the documents
described in the 2003 Agreement shall be borne by NPAEP or PVPG, as the case may be. The Managing General Partner believes
that the result of the forgoing actions taken pursuant to the 2003 Agreement will preserve all rights of the Limited Partners
under the Restructuring Agreement, including their right to share in certain sales proceeds or cash flows prior to maturity
of the Wrap Mortgages.



Note 6: Commitments and Contingencies



In June 2006, NPAMLP and a limited liability
company controlled by Lipkin (ARJAX) entered into an agreement with an anchor tenant (the “Agreement”), whereby the
lease with the anchor tenant would be assigned to NPAMLP or ARJAX effective February 2009 (the “Effective Date”). In
June 2008, the Agreement was amended extending the Effective Date to January 31, 2011. In December 2010, the Agreement was further
amended extending the Effective Date to February 28, 2014. In consideration for the assignment, the anchor tenant would receive
payments totaling $2,550 during the period from June 2006 through the Effective Date. To date, ARJAX has remitted $1,400 to the
anchor tenant in accordance with the terms of the Agreement. In addition, the anchor tenant was obligated to complete, by the Effective
Date, $500 in repairs or improvements which would otherwise be the responsibility of NPAMLP to six other stores leased from NPAMLP.
As of June 30, 2012, the anchor tenant has completed the $500 in repairs and improvements required under the Agreement. Under the
Agreement, the commitment to the anchor tenant is borne by ARJAX and NPAMLP, however it is anticipated that ARJAX shall fund all
of the consideration due. In September 2006, NPAMLP sold the property encumbered by the affected anchor tenant lease to ARJAX.
NPAMLP would be liable for the payments required under the Agreement should ARJAX fail to do so. Lipkin has personally guaranteed
the obligations to the anchor tenant under the Agreement.



As of June 30, 2012, NPAMLP was obligated
for $356 in capital commitments primarily for tenant improvements at its Marquette, Michigan property.



6







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



Notes to Combined Condensed Financial Statements
(Unaudited)

June 30, 2012

(dollars in thousands)



Note 7: Disposition of Property



In January 2012, the ground lease on the
Seven Hills, Ohio property terminated in accordance with its terms and the buildings were effectively conveyed to the ground owner.
As part of this transaction, the ground owner assumed the balance of the underlying indebtedness in the amount of $274, and accordingly
NPAMLP reduced the wraparound mortgages payable by the same amount. In addition, NPAMLP was effectively relieved of the related
finance lease obligation in the amount of $550. The net book value of the property at the disposal date was $468. As a result of
this transaction, NPAMLP recognized a gain from the disposition of this property of approximately $356.



In April 2012, NPAMLP and the owner of
the land in Kalamazoo, Michigan leased by NPAMLP, entered into a Ground Lease Termination Agreement to terminate the ground lease
covering this property. The lease for the Anchor Tenant at this property expired in February 2010, and NPAMLP had been actively
marketing the space since that time. Under the terms of the ground lease, new tenants for this vacancy required NPAMLP to obtain
the consent of the ground owner. NPAMLP was unable to obtain the required consent for a prospective tenant and accordingly, entered
into the ground lease termination agreement to forestall any further carrying costs of this vacant property. The ground lease termination
agreement also provided that the ground owner reimburse NPAMLP $100 for certain property improvement costs. In addition, NPAMLP
was effectively relieved of the related finance lease obligation in the amount of $500. As a result of this transaction, NPAMLP
recognized a loss from the disposition of this property of approximately $74. In accordance with the FASB authoritative guidance,
NPAMLP recognized this loss as an impairment charge in the first quarter of 2012. As a result of the disposition of this property
in the second quarter of 2012, this impairment charge is included in loss from operations of discontinued components in the Combined
Statement of Operations, Comprehensive Income (Loss) and Changes in Partners’ Deficit for the six months ended June 30, 2012.
The balance of the wraparound mortgage indebtedness, net of discounts, in the amount of $5,715 remains a liability of NPAMLP.



Income or loss from operations of sold
properties is reported as discontinued operations in accordance with FASB authoritative guidance. Accordingly, the results of operations
of properties disposed of or held for sale are classified as Discontinued operations in the Combined Statement of Operations, Comprehensive
Income (Loss) and Changes in Partners’ Deficit.



Note 8: Deferred Revenue



Under the terms of the respective leases
at the Grand Rapids, Michigan and Rockville, Maryland properties, the Anchor Tenant had the option of either refinancing the existing
underlying indebtedness or paying it off. In January 2012, the Anchor Tenant elected to satisfy the underlying indebtedness in
full on both properties in the approximate amount of $4,121. Accordingly, NPAMLP reduced the wraparound mortgages payable balance
on these properties in the same amount. In accordance with the FASB authoritative guidance, NPAMLP recognized deferred revenue,
and will be amortizing the balance on a straight line basis to income over the balance of the respective lease terms. The revenue
recognized for the three and six month periods ended June 30, 2012 was $85 and $170, respectively. As of June 30, 2012, the balance
of deferred revenue for these leases was $3,951.



Note 9: Disclosure of Fair Value
of Financial Instruments



In
addition to the disclosures in Note 10 for assets which are recorded at fair value, GAAP also requires disclosure of fair value
information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate
that value. The following disclosure of estimated fair value was determined by NPAMLP using available market information and appropriate
valuation methodologies.  However, considerable judgment is necessary to interpret market data and develop estimated
fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts NPAMLP could realize
on disposition of the financial instruments at June 30, 2012 and December 31,
2011. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair
value amounts.



7







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)



Cash
equivalents, receivables, accounts payable, accrued expenses and other liabilities are carried at amounts which reasonably
approximate their fair values due to their short term nature as of June 30, 2012 and December 31, 2011. Investment securities
available for sale are carried at fair value andvalued based on quoted market prices in an exchange and active
markets.  As of June 30 2012, NPAMLP sold its entire portfolio of investment securities available for sale.



In accordance with FASB authoritative guidance,
NPAMLP has determined the estimated fair value of its wraparound mortgages based on discounted future cash flows at a current market
rate. Management estimates that the carrying value approximates the estimated fair value of the wraparound mortgages at June
30, 2012 and December 31, 2011. NPAMLP classifies the fair value of the wraparound mortgages within Level 3 of the valuation
hierarchy based on the significance of certain of the unobservable inputs used to estimate their fair values.  Disclosure
about fair value of financial instruments is based on pertinent information available to management
as of June 30, 2012 and December 31, 2011. Although NPAMLP is not aware of any factors that would significantly affect the fair
value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31,
2011 and current estimates of fair value may differ significantly from the amounts presented herein.



Note 10: Fair Value Measurements



NPAMLP applies the guidance of the FASB
regarding fair value measurements. The guidance establishes a common definition for fair value to be applied to U.S. GAAP guidance
requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.
This guidance does not require any new fair value measurements, but rather applies to all other accounting pronouncements that
require or permit fair value measurements.



The guidance utilizes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief
description of those three levels:



| | · | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets
or liabilities in markets that are not active.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                         

| | · | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions
| | - | --------------------------------------------------------------------------------



The following is a description of the valuation
methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant
to the valuation hierarchy:



Level 1 Fair Value Measurements



Mutual funds and exchange traded funds are valued based on quoted
market prices in active markets, which represent the net asset values of shares held by NPAMLP at period end and are classified
as Level 1 investments.



Level 2 Fair Value Measurements



There were no Level 2 inputs used in the valuation.



Level 3 Fair Value Measurements



There were no Level 3 inputs used in the valuation.



There were no assets or liabilities measured on a non-recurring
basis at June 30, 2012 and December 31, 2011. There were no assets or liabilities measured on a recurring basis at June 30, 2012.
Fair value measurements on a recurring basis at December 31, 2011 are as follows.



8







NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)



|                                         |  |                                    |       |  | Fair Value Measurements at December 31, 2011 Using Fair Value Hierarchy |  
|---------------------------------------- |  | ---------------------------------- | ----- |  | ----------------------------------------------------------------------- | -
|                                         |  | Fair Value as of December 31, 2011 |       |  | Level 1                                                                 |  
|Investment Securities:                   |  |                                    |       |  |                                                                         |  
|Exchange traded funds:                   |  |                                    |       |  |                                                                         |  
|US Treasury short term bonds             |  | $                                  | 752   |  |                                                                         | $
|Mutual funds:                            |  |                                    |       |  |                                                                         |  
|US Treasury short term bonds             |  |                                    | 689   |  |                                                                         |  
|Investment securities available for sale |  | $                                  | 1,441 |  |                                                                         | $



Note 11: Comprehensive Income (Loss)



Comprehensive income (loss) for
the three and six months ended June 30, 2012 and 2011 is included in the statement of operations and comprehensive income
(loss). Comprehensive income (loss) represents the total of net loss plus the change in unrealized gains (losses) on
investment securities classified as available for sale. As of June 30, 2012, the Partnership sold its entire portfolio of
investment securities available for sale. As a result, comprehensive loss is equal to the net loss reported for the three and
six months ended June 30, 2012.



An analysis of the changes
in components of accumulated other comprehensive income (loss) for the three and six month periods ended June 30, 2012 and
2011 is as follows:



|                                                                     |  | Three months ended June 30, |   |  | Six months ended June 30, |  
|-------------------------------------------------------------------- |  | --------------------------- | - |  | ------------------------- | -
|                                                                     |  | June 30, 2012               |   |  | June 30, 2011             |  
|Other comprehensive income (loss):                                   |  |                             |   |  |                           |  
|Unrealized gain (loss) on investment securities                      |  | $                           | 1 |  |                           | $
|Less: reclassification for realized (loss) gain included in net loss |  |                             | 1 |  |                           |  
|Other comprehensive income (loss)                                    |  | $                           | - |  |                           | $



Note 12: Litigation Settlement



In March 2012, NPAMLP entered into an agreement
with the buyer of the Ardmore, Oklahoma property in settlement of a past due note receivable. The agreement provides that principal
payments aggregating $670, plus interest on unpaid principal at 6% per annum, are due NPAMLP in monthly installments from March
2012 through May 2014. The original promissory note was in the amount of $480, for which NPAMLP recorded $240 as an allowance for
doubtful accounts at December 31, 2010. NPAMLP has recorded the additional amount due as a note receivable, and as a result of
the obligor’s continued delinquency, a related additional allowance for doubtful accounts in the amount of $190 at June 30,
2012 and December 31, 2011 (See Part II. Other Information, Item 1. Legal Proceedings). Through June 30, 2012 the obligor has made
all required payments due under the terms of the agreement. As of June 30, 2012, the outstanding balance due on the note was $10,
net of the allowance for doubtful accounts of $430.



Note 13: Recent Accounting Pronouncements



In May 2011, the Financial Accounting Standards
Board ("FASB") issued Accounting Standard Update (" ASU") 2011-04, Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (" ASU 2011-04"). The amendments in ASU 2011-04 change
the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about
fair value measurements. ASU 2011-04 is effective during interim and annual periods beginning after December 15, 2011. NPAMLP adopted
the provisions of this ASU in the first quarter of 2012. The adoption of this standard did not have a material impact on NPAMLP’s
financial position, results of operations or cash flows as a result of this change.



9









NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)





In June 2011, the FASB issued ASU 2011-05
“Presentation of Comprehensive Income” (ASU 2011-05). The amendments to Topic 220 (Comprehensive Income) eliminate
the option of presenting the components of other comprehensive income as part of the statement of changes in stockholders' equity,
require consecutive presentation of the statement of net income and other comprehensive income and require reclassification adjustments
from other comprehensive income to net income to be shown on the financial statements. In December 2011, the FASB issued ASU 2011-12,
"Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items
out of Accumulated Other Comprehensive Income in ASU 2011-05," to defer the effective date of the provision requiring entities
to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which
net income is presented and the statement in which other comprehensive income is presented. However, the remaining requirements
of ASU 2011-05 are effective for the first interim and annual periods beginning after December 15, 2011. NPAMLP has adopted the
provisions of this ASU. Any required changes in presentation requirements and disclosures have been included in the Combined Financial
Statements beginning with the first quarter of 2012. The adoption of the standard did not have a material effect on NPAMLP’s
Combined Results of Operations and Financial Condition.



In December 2011, the FASB issued ASU No.
2011-11 (“ASC Update 2011-11”), Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. This
ASU requires an entity to disclose information about offsetting and related arrangements to enable user of its financial statements
to understand the effect of those arrangements on its financial position. The amendments in this update are effective for annual
reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. NPAMLP is currently evaluating
the effect this ASU will have on its financial statements.



10









NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)





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



Liquidity and Capital Resources



Net cash provided by operating
and investing activities for the six-month period ended June 30, 2012 was $7,882 and $1,022, respectively. Net cash used
in financing activities was $7,800. As a result of the above, there was a $1,104 increase in cash and cash equivalents for
the six months ended June 30, 2012. The primary sources of cash were operating activities and the sale of investment
securities of $2,067 to fund recent capital additions and capital commitments. The primary uses of cash were $515 in capital
improvements, the purchase of investment securities of $607 and payments on wraparound mortgages of $7,822.



As of June 30, 2012, NPAMLP had an outstanding
line of credit (the “NPAMLP Line”) with EHD, a related party, under which EHD has agreed to advance up to $2,500 to
NPAMLP for the purposes of making capital and tenant improvements to the properties. The line bears interest at a variable rate,
based on the prime rate (3.25% at June 30, 2012), and expires at the end of December 2013. Any amounts advanced to NPAMLP are not
directly secured by any collateral. Pursuant to the terms of the NPAMLP Line, the obligation of EHD to make advances to NPAMLP
is at all times in the sole and absolute discretion of EHD. As of June 30, 2012, there were $194 of advances and $144 of related
accrued interest under the NPAMLP Line.



As of June 30, 2012, future minimum lease
rentals to be received by NPAMLP under non-cancellable leases through December 31, 2012 were $4,318. As of June 30, 2012, wraparound
mortgage principal payment requirements and future minimum lease payments under all non-cancellable ground leases through December
31, 2012 were $3,780, and $475, respectively. Pursuant to the terms of the Future Interest Agreement (See Note 5), the balloon
payments due on the wraparound mortgages at December 31, 2013 will be satisfied by conveying the fee and leasehold interests of
NPAMLP to the holder of the wraparound mortgages.



As of June 30, 2012, the third party underlying mortgages were
current for all the properties



As of June 30, 2012, NPAMLP was obligated for $356 in capital
commitments primarily for tenant improvements.



Critical Accounting Policies



There were no significant changes to NPAMLP’s
critical accounting policies and estimates during the six-month period ended June 30, 2012.



Results of Operations



NPAMLP owned 22 and 24 properties, respectively, at June 30,
2012 and 2011.



The loss from continuing operations for
the three and six-month periods ended June 30, 2012 versus June 30, 2011, increased by $2 and decreased by $181, respectively.
The decrease in the loss from continuing operations for the six month period ending June 30, 2012 versus June 30, 2011 was primarily
due to decreases in depreciation expense, common area maintenance expenses and repairs and maintenance. These decreases were partially
offset by an increase in interest expense and lower realized gains on sales of investment securities. The decrease in depreciation
expense was due to certain properties becoming fully depreciated as of the end of the prior year and the disposition of the property
in Seven Hills, Ohio. The decrease in common area expenses was due to significantly lower snow removal expenses. The increase in
interest expense for the three and six-month periods ended June 30, 2012 versus June 30, 2011 was $147 and $301, respectively,
and is consistent with an increase in the balance of the wraparound mortgages, net of the unamortized discount, as the amortization
of the discount was greater than the principal reduction on wraparound mortgages payable for the three and six-month periods ended
June 30, 2012. The decrease in repairs and maintenance expenses is due to certain non-recurring costs incurred in the first quarter
of 2011 relating to the vacant Anchor Tenant space at the property in Kalamazoo, Michigan. (See Note 7. Disposition of Property).



In January 2012, the ground lease on the Seven Hills, Ohio property
terminated in accordance with its terms and the buildings were effectively conveyed to the ground owner. As part of this transaction,
the ground owner assumed the balance of the underlying indebtedness in the amount of $274, and accordingly NPAMLP reduced the wraparound
mortgages payable by the same amount. In addition, NPAMLP was effectively relieved of the related finance lease obligation in the
amount of $550. The net book value of the property at the disposal date was $468. As a result of this transaction, NPAMLP recognized
a gain from the disposition of this property of approximately $356.



11









NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)





In April 2012, NPAMLP and the owner of
the land in Kalamazoo, Michigan leased by NPAMLP, entered into a Ground Lease Termination Agreement to terminate the ground lease
covering this property. The lease for the Anchor Tenant at this property expired in February 2010, and NPAMLP had been actively
marketing the space since that time. Under the terms of the ground lease, new tenants for this vacancy required NPAMLP to obtain
the consent of the ground owner. NPAMLP was unable to obtain the required consent for a prospective tenant and accordingly, entered
into the ground lease termination agreement to forestall any further carrying costs of this vacant property. The ground lease termination
agreement also provided that the ground owner reimburse NPAMLP $100 for certain property improvement costs. In addition, NPAMLP
was effectively relieved of the related finance lease obligation in the amount of $500. As a result of this transaction, NPAMLP
recognized a loss from the disposition of this property of approximately $74. In accordance with the FASB authoritative guidance,
NPAMLP recognized this loss as an impairment charge in the first quarter of 2012. As a result of the disposition of this property
in the second quarter of 2012, this impairment charge is included in loss from operations of discontinued components in the Combined
Statement of Operations, Comprehensive Income (Loss) and Changes in Partners’ Deficit for the six months ended June 30, 2012.



Income or loss from operations of the two
properties that were disposed of during the six months ended June 30, 2012 (Seven Hills, Ohio and Kalamazoo, Michigan) are classified
as part of discontinued operations within the Combined Statements of Operations, Comprehensive Income (Loss) and Changes in Partners’
Deficit for the three and six month periods ended June 30, 2012 and 2011.



12









NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)



Factors That May Influence Future Results of Operations



Economic Conditions.   
In the United States, recent market and economic conditions have resulted in tighter credit conditions and limited growth through
the second quarter of 2012. As a result of these market conditions, the cost and availability of credit has been and may continue
to be adversely affected by illiquid credit markets. Concern about the stability of the markets has led many lenders and institutional
investors to reduce, and in some cases, cease to provide funding to borrowers. Since there are no balloon payments due on the third
party underlying mortgages until 2013, NPAMLP has less exposure to these credit conditions. Continued turbulence in the U.S. and
international markets and economies may adversely affect the liquidity and financial condition of our tenants and consequently,
NPAMLP’s liquidity. If these market conditions continue, they may limit the ability of our tenants, to timely refinance maturing
liabilities and access the capital markets to meet liquidity needs.



Real Estate Asset Valuation.  
 General economic conditions and the resulting impact on market conditions or a downturn in tenants’ businesses may
adversely affect the value of NPAMLP’s assets. Periods of economic slowdown or recession in the U.S., a decrease in market
rental rates and/or market values of real estate assets, could have a negative impact on the value of NPAMLP properties and related
tenant improvements. If NPAMLP was required under Generally Accepted Accounting Pronouncements to write down the carrying value
of any properties to the lower of cost or market due to impairment, or if as a result of an early lease termination we were required
to remove and dispose of material amounts of tenant improvements that are not reusable to another tenant, NPAMLP’s results
of operations would be negatively affected.



Leasing Activity and Rental Rates.
    The amount of net rental income generated by NPAMLP properties depends principally on the ability to maintain the
occupancy rates of currently leased space and to lease currently available space, and space available from unscheduled lease terminations.
The amount of rental income generated also depends on the ability to maintain or increase rental rates at the properties. Negative
trends in one or more of these factors could adversely affect rental income in future periods.



Forward Looking Statements



From time to time, management may provide
information, whether orally or in writing, including certain statements in this Quarterly Report on Form 10-Q, which are deemed
to be “forward-looking” within the meaning of the federal securities laws. These forward-looking statements reflect
management’s current beliefs and expectations with respect to future events and are based on assumptions and are subject
to risks and uncertainties and other factors outside management’s control that may cause actual results to differ materially
from those projected.



The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “will,” “should” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. Such statements reflect management’s current views
with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described
herein as anticipated, believed, estimated, expected or intended or using other similar expressions. Management does not intend
to update these forward-looking statements, except as required by law. In accordance with the provisions of the federal securities
laws, we are making the limited partners aware that such forward-looking statements, because they relate to future events, are
by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated
by the forward-looking statements contained in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and any exhibits
hereto or thereto. Such factors include, but are not limited to: the outcome of litigation and regulatory proceedings to which
NPAMLP may be a party; actions of competitors; changes and developments affecting our industry; quarterly or cyclical variations
in financial results; the ability to attract and retain tenants at market rates; interest rates and cost of borrowing; management’s
ability to maintain and improve cost efficiency of operations; changes in economic conditions, political conditions, and other
factors that are set forth in the “Legal Proceedings” section, the “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” section and other sections of this Quarterly Report on Form 10-Q, as well
as in our Annual Report on Form 10-K.



13









NATIONAL PROPERTY ANALYSTS MASTER LIMITED
PARTNERSHIP

(a limited partnership)



June 30, 2012

(dollars in thousands)





Item 3. Quantitative and Qualitative
Disclosures About Market Risk



Not applicable.



Item 4. Controls and Procedures



NPAMLP’s managing general partner,
equity general partner and its agent’s chief financial officer, after evaluating the effectiveness of the design and
operation of NPAMLP’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (the "Exchange
Act") Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded, based on
the evaluation of these controls and procedures required by paragraph (b) of the Exchange Act Rules 13a-15 or 15d-15, that NPAMLP’s
disclosure controls and procedures were effective for the six-month period ending June 30, 2012. Disclosure controls and procedures
ensure that information to be disclosed in reports that the NPAMLP files and submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and terms of the Securities and Exchange Commission, and
ensure that information required to be disclosed in the reports that NPAMLP files or submits under the Exchange Act is accumulated
and communicated to  NPAMLP's management, including its managing general partner, equity general partner and its agent's chief
financial officer, to allow timely decisions regarding required disclosure.



There were no changes in NPAMLP’s
internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during NPAMLP’s last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, NPAMLP’s internal control over financial reporting.



14







PART II - OTHER INFORMATION

(dollars in thousands)



Item 1. Legal Proceedings



NPAMLP is involved in various claims and
legal actions arising in the ordinary course of property operations. In the opinion of the General Partners, the ultimate disposition
of these matters will not have a material adverse effect on NPAMLP's financial position, results of operations or liquidity.



In 2005 NPAMLP sold the property
in Ardmore, Oklahoma to an unrelated third party. In connection with this sale, NPAMLP accepted a $480 promissory note
in consideration of a portion of the sale price. The note was due in October 2010. In October 2010 NPAMLP filed suit to
collect the balance due. The obligor of this note challenged the legality of the note and did not make any required payments
of principal or interest during the period from September 2010 through February 2012. In March 2012, NPAMLP obtained a
judgment against the obligor and subsequently entered into a Settlement Agreement, Forbearance and Release
(“Forbearance Agreement”). Under the terms of the Forbearance Agreement, the obligor of this note is to pay the
sum of $670, comprised of an initial payment of $150 in March 2012 and twenty-six consecutive monthly payments of $20.
Interest accruing at 6% per annum over the twenty-six month payment period is to be paid at the completion of the payment
schedule. The initial payment due under the Forbearance Agreement and all scheduled monthly installments due have been
received by NPAMLP through June 30, 2012.



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



| | Not applicable.
| | ---------------



Item 3. Defaults Upon Senior
Securities



| | Not applicable.
| | ---------------



Item 4. Mine Safety Disclosures



| | Not applicable.
| | ---------------



Item 5. Other Information



| | None.
| | -----



Item 6. Exhibits



|Exhibit No. |  | Description                                                         
|----------- |  | --------------------------------------------------------------------
|            |  |                                                                     
|31.1        |  | Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|            |  |                                                                     
|31.2        |  | Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|            |  |                                                                     
|31.3        |  | Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|            |  |                                                                     
|32.1        |  | Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|            |  |                                                                     
|32.2        |  | Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|            |  |                                                                     
|32.3        |  | Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.



15







SIGNATURES



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



| | National Property Analysts Master Limited Partnership
| | -----------------------------------------------------
| | (Registrant)                                         
| |                                                      
| | Date:                                                
| |                                                      
| | By:                                                  
| |                                                      
| | By:                                                  
| | Name:                                                
| | Title:                                               
| |                                                      
| | By:                                                  
| |                                                      
| | By:                                                  
| | Name:                                                
| | Title:                                               



16