UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A



(Mark
One)



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

EXCHANGE
ACT OF 1934



For
the fiscal year ended December 31, 2021



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 0-17686



DIVALL
INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP

(Exact
name of registrant as specified in its charter)



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



1900
W 75th Street, Suite 100 Prairie Village, Kansas 66208

(Address
of principal executive offices, including zip code)



(816)
421-7444

(Registrant’s
telephone number, including area code)



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



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



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



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



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



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



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



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



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



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



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



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



As
of March 1, 2022 the registrant had 46,280.3 units issued and outstanding.
























Explanatory
Note



DiVall
Insured Income Properties 2, LP (the “Partnership”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”)
to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on March 31, 2022 (the “Original Filing”) to correct its previously-issued audit opinion
letter on which the report date was omitted. Except as described in this Explanatory Note, the
information contained in the Original Filing has not been updated to reflect any other changes or subsequent events.















Item
8. Financial Statements and Supplementary Data



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Partners



of
DiVall Insured Income Properties 2 Limited Partnership



Opinion
on the Financial Statements



We
have audited the accompanying balance sheets of DiVall Insured Income Properties 2 Limited Partnership (the Partnership) as of December
31, 2021 and 2020, and the related statements of income, partners’ capital and cash flows for the year then ended, and the related
notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally
accepted in the United States of America.



Basis
for Opinion



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



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



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



Critical
Audit Matters



The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.











Impairment
of Investment Properties



Description
of the matter:



The
Partnership’s investment properties totaled $1.9 million as of December 31, 2021. As more fully described in Note 1 to the financial
statements, the Partnership reviews each investment property held for use for impairment whenever events or circumstances indicate that
the carrying value of an investment property may not be recoverable. The Partnership’s policy is to record impairment losses when
indicators of impairment are present and the future undiscounted net cash flows expected to be generated by those properties are less
than the properties’ carrying amount. If management determines that the carrying value of investment properties is impaired, a
loss is recognized in the amount by which the carrying amount of the properties exceeds the estimated fair value of the property.



No
single indicator would necessarily result in management preparing an estimate to determine if the future undiscounted cash flows are
less than the book value of the property investments. Management used judgement to determine if the severity of any single indicator
or when there are a number of indicators of less severity when combined would result in an indication that a property investment subject
to impairment evaluation requires an estimate of the undiscounted cash flows to determine if an impairment of a property investment has
occurred.



How
We Addressed the Matter in Our Audit:



We
obtained an understanding and evaluated the design of the controls related to the property investment impairment assessment process,
including controls over management’s identification of indicators of impairment. As part of our evaluation of indicators of impairment,
the measurement of the Partnership’s undiscounted future cash flows and fair value of the properties, we considered property operations,
management’s capital investment, hold period, disposition strategy, current industry and economic trends and other relevant factors
and assumptions.



We
performed additional audit procedures surrounding the valuation of the Partnership’s investment properties by obtaining current
property appraisals prepared by a nationally recognized appraisal firm for each of the nine properties and compared the appraised values
to the carrying value of the properties. In addition, we evaluated the data and assumptions the appraisal firm used for reasonableness.



|/s/
    Boulay PLLP                                       
|----------------------------------------------------------
|                                                          
|We
    have served as the Partnership’s auditor since 2019
|                                                          
|PCAOB
    ID: 542                                         
|Minneapolis,
    Minnesota                                
|March
    31, 2022                                        











SIGNATURES



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



Date: April 13, 2022



| | DIVALL
    INSURED INCOME PROPERTIES 2, L.P.
| | --------------------------------------------
| |                                             
| | By:                                         
| |                                             
| |