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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
    1934For the quarterly period ended June 30, 2008oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934   
  0-51098
  NNN 2002 Value Fund, LLC
  Virginia

75-3060438(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)1551 N. Tustin Avenue,
    Suite 200 Santa Ana, California

92705(Address of principal executive offices)

(Zip Code)   (877) 888-7348
   N/A
     þ o
  Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

o   Rule 12b-2
   o þ




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##### 





NNN 2002
    VALUE FUND, LLC
    (A Virginia Company)
  TABLE OF CONTENTS
  PagePART I  FINANCIAL
    INFORMATIONItem 1.


Financial Statements


2Condensed Consolidated Statements of Net Assets
    (Liquidation Basis) as of June 30, 2008 (Unaudited) and
    December 31, 2007 (Unaudited)


2Condensed Consolidated Statements of Changes in
    Net Assets (Liquidation Basis) for the Three and Six Months
    Ended June 30, 2008 (Unaudited) and 2007 (Unaudited)


3Notes to Condensed Consolidated Financial
    Statements (Unaudited)


4Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


14Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


22Item 4.


Controls and Procedures


22Item 4T.


Controls and Procedures


22PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


23Item 1A.


Risk Factors


23Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


24Item 3.


Defaults Upon Senior Securities


24Item 4.


Submission of Matters to a Vote of Security
    Holders


24Item 5.


Other Information


24Item 6.


Exhibits


24SIGNATURES


24EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   1




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PART I  FINANCIAL
    INFORMATION Item 1. Financial
    Statements.  NNN 2002
    VALUE FUND, LLCCONDENSED CONSOLIDATED STATEMENTS OF NET
    ASSETS
    (Liquidation Basis)
    As of June 30, 2008 (Unaudited) and December 31, 2007
    (Unaudited)
  June 30,


December 31,2008


2007ASSETSInvestment in unconsolidated real estate

$
5,268,000


$
5,931,000Cash and cash equivalents


391,000



260,000Total assets


5,659,000



6,191,000LIABILITIESReserve for estimated costs in excess of estimated receipts
    during liquidation


116,000



263,000Total liabilities


116,000



263,000Commitments and contingencies (Note 8)Net assets in liquidation

$
5,543,000


$
5,928,000    2




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NNN 2002
    VALUE FUND, LLCCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
    NET ASSETS
    (Liquidation Basis)
    For the Three and Six Months Ended June 30, 2008
    (Unaudited) and 2007 (Unaudited)
  Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Net assets in liquidation, beginning of period

$
5,970,000


$
6,803,000


$
5,928,000


$
6,819,000Changes in net assets in liquidation:Changes to reserve for estimated costs in excess of estimated
    receipts during liquidation:Operating loss


41,000



50,000



42,000



172,000Distributions received from unconsolidated property


(87,000)



(86,000)



(173,000)



(223,000)Change in estimated costs in excess of estimated receipts during
    liquidation


275,000



38,000



278,000



(16,000)Changes to reserve for estimated costs in excess of estimated
    receipts during liquidation


229,000



2,000



147,000



(67,000)Change in fair value of assets and liabilities:Change in fair value of real estate investments


(702,000)



36,000



(663,000)



74,000Change in assets and liabilities due to activity in reserve for
    estimated costs in excess of estimated receipts during
    liquidation


46,000



36,000



131,000



51,000Net (decrease) increase in fair value


(656,000)



72,000



(532,000)



125,000Change in net assets in liquidation


(427,000)



74,000



(385,000)



58,000Net assets in liquidation, end of period

$
5,543,000


$
6,877,000


$
5,543,000


$
6,877,000    3




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NNN 2002
    VALUE FUND, LLC



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)  The use of the words we, us or
    our refers to NNN 2002 Value Fund, LLC, except where
    the context otherwise requires.
  1.
    Organization
    and Description of Business          Plan
    of Liquidation
   4




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      2.
    Summary
    of Significant Accounting Policies    Interim
    Financial Data
  Form 10-K,
  Principles
    of Consolidation
  Consolidation of
    Variable Interest Entities
  Liquidation
    Basis of Accounting
   5




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      Segments
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
 6




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  3.
    Reserve
    for Estimated Costs in Excess of Estimated Receipts During
    Liquidation      December 31,


Cash Payments


Change in


June 30,2007


and (Receipts)


Estimates


2008Assets:Estimated net inflows from unconsolidated operating activities

$
1,228,000


$
(173,000)


$
216,000


$
1,271,000Liabilities:Liquidation costs


(1,491,000)



42,000



62,000



(1,387,000)Total reserve for estimated costs in excess of receipts during
    liquidation

$
(263,000)


$
(131,000)


$
278,000


$
(116,000)     December 31,


Cash Payments


Change in


June 30,2006


and (Receipts)


Estimates


2007Assets:Estimated net inflows from unconsolidated operating activities

$
1,549,000


$
(232,000)


$
139,000


$
1,456,000Liabilities:Liquidation costs


(1,614,000)



181,000



(155,000)



(1,588,000)Total reserve for estimated costs in excess of receipts during
    liquidation

$
(65,000)


$
(51,000)


$
(16,000)


$
(132,000)   4.
    Net
    Assets in Liquidation   7




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
          5.
    Real
    Estate Investments    6.
    Unit
    Holders Equity     8




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      per-unit
    7.
    Related
    Party Transactions  The
    Operating Agreement
    Expenses,
    Costs, or Fees
    Operating
    Expenses
    Distributions
    to Our Manager
   9




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    The
    Management Agreement
    Property
    Management Fees
    Lease
    Commissions
    Project
    Fees
    Real
    Estate Disposition Fees
    Loan
    Fees
    8.
    Commitments
    and Contingencies  Litigation
   10




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Environmental
    Matters
    Unconsolidated
    Debt
      As of June 30, 2008


As of December 31, 2007NNN 2002 Value





NNN 2002 ValueOwnership


Mortgage Debt


Fund, LLCs


Mortgage Debt


Fund, LLCsProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


12.3%


$
95,479,000


$
11,725,000


$
96,101,000


$
11,801,000      11




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Unconsolidated
    Debt Due to Related Party
    Other
    9.
    Concentration
    of Credit Risk        Percentage of





Square


Lease2008 Annual


2008 Annual





Footage


ExpirationTenant

Base Rent(1)


Base Rent


Property


(Approximately)


DateDepartment of Homeland Security

$
3,473,000



28.8%



Congress Center



76,000



April 2012North American Co. Life and
    Health Insurance

$
2,421,000



20.0%



Congress Center



101,000



Feb. 2012Akzo Nobel, Inc.

$
2,073,000



17.2%



Congress Center



91,000



Dec. 2013Bureau of Alcohol, Tobacco and
    Firearms

$
1,645,000



13.6%



Congress Center



37,000



Feb. 2013     (1)
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of June 30, 2008. 12




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NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     Percentage of





Square


Lease2007 Annual


2007 Annual





Footage


ExpirationTenant

Base Rent(1)


Base Rent


Property


(Approximately)


DateDepartment of Homeland Security

$
3,408,000



25.6%



Congress Center



76,000



April 2012North American Co. Life and
    Health Insurance

$
2,371,000



17.8%



Congress Center



101,000



Feb. 2012Akzo Nobel, Inc.

$
2,040,000



15.3%



Congress Center



90,000



Dec. 2013Bureau of Alcohol, Tobacco and
    Firearms

$
1,614,000



12.1%



Congress Center



37,000



Feb. 2013Employers Reinsurance
    Corporation(2)

$
1,513,000



11.4%



Congress Center



67,000



Jan. 2008(2)     (1)
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of June 30, 2007.(2)
    
    On December 21, 2006, Realty received a termination notice
    from Employers Reinsurance Corporation notifying Realty of
    their intent to exercise their option to terminate their lease
    effective January 1, 2008 at the Congress Center property.
    Effective January 1, 2008, Employers Reinsurance
    Corporations lease was terminated.  10.
    Subsequent
    Events   13




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Item 2. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The use of the words we, us or
    our refers to NNN 2002 Value Fund, LLC, except where
    the context otherwise requires.
  Form 10-Q.
  Forward-Looking
    Statements
    Overview
    and Background
     14




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Business
    Strategy and Plan of Liquidation
  Form 10-Q, Form 10-K, Form 8-K
       15




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Critical
    Accounting Policies
  Form 10-K,
  Interim
    Financial Data
  Form 10-K,
  Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
   16




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and/or
  Changes
    in Net Assets in Liquidation
  Three
    and Six Months Ended June 30, 2008 and 2007
           17




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Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
      Other
    Liquidity Needs
           18




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Capital
    Resources
  General
        Financing
       19




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Unconsolidated
    Debt
      As of June 30, 2008


As of December 31, 2007NNN 2002 Value





NNN 2002 ValueOwnership


Mortgage Debt


Fund, LLCs


Mortgage Debt


Fund, LLCsProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


12.3
%

$
95,479,000


$
11,725,000


$
96,101,000


$
11,801,000     Unconsolidated
    Debt Due to Related Party
    Commitments
    and Contingencies
  Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
   20




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Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    Inflation
    Subsequent
    Events
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
 21




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Disclosures about Derivative Instruments and Hedging
    Activities
 Item 3. Quantitative
    and Qualitative Disclosures About Market Risk.   Item 4. Controls
    and Procedures.   Item 4T. Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Rules 13a-15(e) 15d-15(e)
  Changes in internal control over financial
    reporting.
 22




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PART II 
    OTHER INFORMATION  The use of the words we, us or
    our refers to NNN 2002 Value Fund, LLC, except where
    the context otherwise requires.
 Item 1. Legal
    Proceedings.  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
    Litigation
   Item 1A. Risk
    Factors.  Our results of operations, our ability to dispose of our
    one remaining unconsolidated property and our ability to pay
    distributions to our unit holders are subject to general
    economic and regulatory factors we cannot control or
    predict.
    
    poor economic times may result in defaults by tenants of our
    properties and borrowers. We may also be required to provide
    rent concessions or reduced rental rates to maintain or increase
    occupancy levels;
    job transfers and layoffs may cause vacancies to increase and a
    lack of future population and job growth may make it difficult
    to maintain or increase occupancy levels;
    increases in supply of competing properties or decreases in
    demand for our one remaining unconsolidated property may impact
    our ability to maintain or increase occupancy levels;
    changes in interest rates and availability of debt financing
    could render the sale of our one remaining unconsolidated
    property difficult or unattractive;
    periods of high interest rates may reduce cash flow from
    leveraged property; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution or,
    to the extent such increases are passed through to tenants, may
    lead to tenant defaults. Also, any such increased expenses may
    make it difficult to increase rents to tenants on turnover,
    which may limit our ability to increase our returns. 23




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Form 10-K,
 Item 2. Unregistered
    Sales of Equity Securities and Use of Proceeds.   Item 3. Defaults
    Upon Senior Securities.   Item 4. Submission
    of Matters to a Vote of Security Holders.   Item 5. Other
    Information.   Item 6. Exhibits.   24




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SIGNATURES    NNN 2002 Value Fund,
    LLC(Registrant)By: Grubb & Ellis Realty Investors, LLC, its ManagerAugust 14, 2008

/s/  Jeffrey
    T. HansonDate

Jeffrey T. HansonPresidentGrubb & Ellis Realty Investors, LLC
    the Manager of NNN 2002 Value Fund, LLC(principal executive officer)August 14, 2008

/s/  Courtney
    A. BrowerDate

Courtney A. BrowerFinancial Reporting ManagerGrubb & Ellis Realty Investors, LLC
    the Manager of NNN 2002 Value Fund, LLC(principal accounting officer)  25




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EXHIBIT INDEX
  Regulation S-K,
  Form 10-Q Regulation S-K).
  2
.1

NNN 2002 Value Fund, LLC Plan of Liquidation and Dissolution, as
    approved by unit holders on September 7, 2005 and as
    currently in effect (included as Exhibit A to our
    Definitive Proxy Statement filed on August 4, 2005 and
    incorporated herein by reference).3
.1

Articles of Organization of NNN 2002 Value Fund, LLC, dated
    May 1, 2002 (included as Exhibit 3.1 to our Amendment
    No. 1 to Form 10 Registration Statement filed on
    February 28, 2005 and incorporated herein by reference).10
.1

Operating Agreement of NNN 2002 Value Fund, LLC, (included as
    Exhibit 10.1 to our Amendment No. 1 to Form 10
    Registration Statement filed on February 28, 2005 and
    incorporated herein by reference).10
.2

Management Agreement between NNN 2002 Value Fund, LLC and Triple
    Net Properties Realty, Inc. (included as Exhibit 10.2 to
    our Amendment No. 1 to Form 10 Registration Statement
    filed on February 28, 2005 and incorporated herein by
    reference).31
.1*

Certification of Principal Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2*

Certification of Principal Accounting Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1*

Certification of Principal Executive Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Principal Accounting Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith. 26