##### Table of Contents



UNITED
    STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission
    file number: 0-51098
 NNN 2002 Value Fund,
    LLC
 (Exact name of registrant as
    specified in its charter)
  Virginia

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

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

92705(Address of principal executive
    offices)

(Zip Code)   (714) 667-8252
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Each Class

Name of Each Exchange on Which RegisteredNone

None   Securities registered pursuant to Section 12(g) of the
    Act:
   Class A
    LLC Membership Interests
    Class B LLC Membership Interests
    Class C LLC Membership Interests(Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




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##### 



NNN 2002
    Value Fund, LLC
  TABLE OF
    CONTENTS
  PagePART IItem 1.

Business


3Item 1A.

Risk
    Factors


7Item 2.

Properties


21Item 3.

Legal
    Proceedings


23Item 4.

Submission of
    Matters to a Vote of Unit Holders


24PART IIItem 5.

Market for
    Registrants Common Equity, Related Unit Holder Matters and
    Issuer Purchases of Equity Securities


24Item 6.

Selected Financial
    Data


26Item 7.

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


28Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


40Item 8.

Financial
    Statements and Supplementary Data


40Item 9.

Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


40Item 9A.

Controls and
    Procedures


40Item 9B.

Other
    Information


41PART IIIItem 10.

Directors,
    Executive Officers and Corporate Governance


42Item 11.

Executive
    Compensation


45Item 12.

Security Ownership
    of Certain Beneficial Owners and Management and Related Unit
    Holder Matters


46Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


46Item 14.

Principal
    Accounting Fees and Services


49PART IVItem 15.

Exhibits, Financial
    Statement Schedules


50SIGNATURES


78EXHIBIT 21.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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##### Table of Contents



PART I  Item 1.
    Business.  The use of the words we, us or
    our refers to NNN 2002 Value Fund, LLC and its
    subsidiaries, except where the context otherwise requires.
  OUR
    COMPANY
    day-to-day
    (714) 667-8252.
  Plan of
    Liquidation
   3




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Liquidation
    Progress During 2006
  
    In January 2006, we paid a liquidating distribution of
    approximately $1,500,000, or $251.68 per unit, to our unit
    holders.
    On October 10, 2006, we paid a liquidating distribution of
    approximately $1,000,000, or $167.79 per unit, to our unit
    holders.  CURRENT
    INVESTMENT OBJECTIVES AND POLICIES
  General
    
    preserve our unit holders capital investment;
    generate cash through the sale of our remaining property
    interest; and
    realize capital appreciation upon the ultimate sale of our
    remaining property interest.      Disposition
    Strategies
    
    the ability to sell our remaining property interest at the
    highest possible price in order to maximize the return to the
    unit holders; and 4




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
    the ability of our buyers to finance the acquisition of our
    asset.  Operating
    Strategies
    
    managing costs and seeking to minimize operating expenses by
    centralizing management, leasing, marketing, financing,
    accounting, renovation and data processing activities;
    improving rental income and cash flow by aggressively marketing
    rentable space and raising rents when feasible;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    refinancing our property when favorable financing terms are
    available to increase the cash flow.  FINANCING
    POLICIES
    TAX
    STATUS
    DISTRIBUTION
    POLICY
    COMPETITION
   5




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##### Table of Contents



GOVERNMENT
    REGULATIONS
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Use of Hazardous Substances by Some of Our
    Tenants.
  Other Federal, State and Local
    Regulations.
 6




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##### Table of Contents



SIGNIFICANT
    TENANTS
    Percentage of





Lease2006 Annual


2006 Annual


Square Footage


ExpirationTenant

Base Rent(1)


Base Rent


(Approximately)


DateHomeland Security

$
3,344,000



25.6
%


76,000



04/25/12North American Co. Life and Health
    Ins

$
2,320,000



17.8
%


101,000



02/28/12Akzo Nobel, Inc

$
1,994,000



15.3
%


90,000



12/31/13US Treasury

$
1,582,000



12.1
%


37,000



02/28/13Employers Reinsurance
    Corporation(2)

$
1,488,000



11.4
%


67,000



12/31/12     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2006.(2)
    
    Employers Reinsurance Corporation was previously referred
    to as GE Insurance Solutions in our periodic SEC filings. On
    December 21, 2006, we received a termination notice from
    Employers Reinsurance Corporation notifying us of their
    intent to exercise their option to terminate their lease
    effective as of January 1, 2008. On January 2, 2007,
    Employers Reinsurance Corporation paid the lender
    $3,773,000 to satisfy their termination fee obligation pursuant
    to their lease. An additional $27,000 was paid to the lender in
    conjunction with the Employers Reinsurance Corporation
    termination resulting in a total of $3,800,000 being deposited
    with the lender in a reserve account pursuant to a property
    reserves agreement between the borrower (all the owners of the
    Congress Center property) and the lender. The additional reserve
    deposit of $27,000 was paid by us along with G REIT, Inc. and T
    REIT, Inc., or our Affiliate co-owners based on each
    owners pro-rata ownership in the property. It is
    anticipated that upon the sale of the Congress Center property,
    we, along with our Affiliate co-owners will receive repayment of
    any advances made to the lender for reserves on behalf of the
    borrower. Our Manager has begun marketing efforts to re-lease
    the space in anticipation of the lease terminating on
    January 1, 2008.    EMPLOYEES
    FINANCIAL
    INFORMATION ABOUT INDUSTRY SEGMENTS
   Item 1A.  Risk
    Factors.  Risks
    Associated with Our Liquidation
  We may
    delay and/or
    reduce our liquidating distributions to our unit
    holders.
   7




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Our
    plan of liquidation allows for the sale of our property interest
    to affiliates.
    If any
    of the parties to a future sale agreement default thereunder, or
    if a sale does not otherwise close, our liquidating
    distributions to our unit holders may be delayed or
    reduced.
  and/or
  If we
    are unable to find a buyer for our remaining property interest
    at our expected sales price, our liquidating distributions to
    our unit holders may be delayed or reduced.
  and/or
 8




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Decreases
    in property values may reduce the amount that we receive upon
    the sale of our remaining property interest.
    
    adverse changes in economic conditions;
    the financial performance of our tenants, and the ability of our
    tenants to satisfy their obligations under their leases;
    terminations and renewals of leases by our tenants;
    competition; and
    changes in real estate tax rates and other operating expenses.    If we
    are unable to maintain the occupancy rates of currently leased
    space and lease currently available space, if tenants default
    under their leases or other obligations to us during the
    liquidation process or if our cash flow during the liquidation
    is otherwise less than we expect, our liquidating distributions
    to our unit holders may be delayed
    and/or
    reduced.
    If our
    liquidation costs or unpaid liabilities are greater than we
    expect, our liquidating distributions to our unit holders may be
    delayed and/ or reduced.
  and/or and/or
 9




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If we
    are not able to sell our remaining property interest in a timely
    manner, we may experience severe liquidity problems, may not be
    able to meet our obligations to our creditors and ultimately may
    become subject to bankruptcy proceedings.
    We
    expect to incur significant costs in connection with Exchange
    Act compliance and we may become subject to liability for any
    failure to comply.
  Form 10-Q, Form 10-K Form 8-K,
  We
    expect to incur increasingly significant costs in connection
    with Sarbanes-Oxley compliance and we may become subject to
    liability for any failure to comply.
    and/or
  If we
    are unable to retain our Manager and sufficient executives and
    staff members of our Manager to complete our plan of liquidation
    in a reasonably expeditious manner, our liquidating
    distributions to our unit holders might be delayed or
    reduced.
   10




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##### Table of Contents



and/or
  Our
    unit holders may not receive any profits resulting from the sale
    of our remaining property, or receive such profits in a timely
    manner, because we may provide financing to the purchaser of
    such property.
    Our
    entity value may be adversely affected by adoption of our plan
    of liquidation.
  winding-up
  There
    can be no assurance that our plan of liquidation will result in
    greater returns to our unit holders on their investment within a
    reasonable period of time, than our unit holders would receive
    through other alternatives reasonably available to
    us.
    Our
    Manager may amend our plan of liquidation without unit holder
    approval.
    Our
    Manager will have the authority to sell our remaining property
    interest under terms less favorable than those assumed for the
    purpose of estimating our net liquidation value
    range.
   11




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Our
    plan of liquidation may lead to unit holder litigation which
    could result in substantial costs and distract our
    Manager.
    Our
    Managers executives and our Manager have conflicts of
    interest that differ from our unit holders as a result of the
    liquidation.
        Our
    plan of liquidation has caused our accounting basis to change,
    which could require us to write-down our assets.
   12




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We may
    be unable to sell our interest in a limited liability company at
    our expected value.
  tenant-in-common, and/or
  Unit
    holders could be liable to the extent of liquidating
    distributions received if contingent reserves are insufficient
    to satisfy our liabilities.
    and/or
  Other
    Risks of Our Business
  The
    pending SEC investigation of our Manager could result in
    regulatory actions against us which could negatively impact our
    ability to pay distributions to our unit holders.
  In the
    matter of Triple Net Properties, LLC.
  and/or
 13




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As a
    result of our failure to timely file our Form 10 and other
    reports and documents required by the Exchange Act in 2004, we
    may be subject to SEC enforcement action or other legal
    action.
    Erroneous
    disclosure in the prior performance tables in our private
    placement offering documents could result in lawsuits or other
    actions against us or our Manager which could have an adverse
    effect upon our business and results of
    operations.
    Distributions
    by us have included and will continue to include a return of
    capital.
    Due to
    the risks involved in the ownership of real estate, there is no
    guarantee of any return on our unit holders investments
    and our unit holders may lose some or all of their
    investments.
    
    changes in the general economic climate;
    changes in local conditions such as an oversupply of space or
    reduction in demand for real estate;
    changes in interest rates and the availability of
    financing; and
    changes in laws and governmental regulations, including those
    governing real estate usage, zoning and taxes. 14




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##### Table of Contents



Our
    remaining property interest faces significant
    competition.
    The
    sale of our assets could cause our unit holders to recognize
    income in excess of cash distributions to our unit
    holders.
    We
    depend upon our tenants to pay rent, and their inability to pay
    rent may substantially reduce our revenues and cash available
    for distribution to our unit holders.
    
    downturns in national, regional or local economic conditions
    where our property is located, which generally will negatively
    impact the demand for office space and rental rates;
    changes in local market conditions such as an oversupply of
    office properties, including space available by sublease, or a
    reduction in demand for the lease of office properties, making
    it more difficult for us to lease space at attractive rental
    rates or at all;
    competition from other available office properties owned by
    others, which could cause us to lose current or prospective
    tenants or cause us to reduce rental rates to competitive levels;
    our ability to pay for adequate maintenance, insurance, utility,
    security and other operating costs, including real estate taxes
    and debt service payments, that are not necessarily reduced when
    circumstances such as market factors and competition cause a
    reduction in income from a property; and
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption. 15




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##### Table of Contents



Lack
    of diversification and illiquidity of real estate may make it
    difficult for us to sell underperforming properties or recover
    our investment in our remaining property interest.
    Lack
    of geographic diversity may expose us to regional economic
    downturns that could adversely impact our operations or our
    ability to recover our investment in our remaining property
    interest.
    Due to
    our ownership of only a single property interest in the Congress
    Center property, we are dependent upon those tenants that
    generate significant rental income at Congress Center, which may
    have a negative impact on our financial condition if these
    tenants are unable to meet their rental obligations to
    us.
     16




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##### Table of Contents



Losses
    for which we either could not or did not obtain insurance will
    adversely affect our earnings and we may be unable to comply
    with insurance requirements contained in mortgage or other
    agreements due to high insurance costs.
  and/or
  Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our unit holders best interests and may
    subject these investments to increased risks.
    
    the risk that the co-owner(s) in the investment might become
    bankrupt;
    the risk that the co-owner(s) may at any time has economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    the risk that the co-owner(s) may not be able to make required
    payments on loans under which we are jointly and severally
    liable;
    the risk that all the co-owners may not approve refinancings,
    leases and lease amendments requiring unanimous consent of
    co-owners that would have adverse consequences for our unit
    holders; or
    the risk that the co-owner(s) may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies or objectives, such as selling a property at a time
    when it would have adverse consequences to us.   17




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There
    is currently no public market for our units. Therefore, it will
    likely be difficult for our unit holders to sell their units
    and, if our unit holders are able to sell their units in a fully
    liquid manner, our unit holders may elect to do so at a
    substantial discount from the price our unit holders paid for
    these matters.
    We do
    not expect to register as an investment company under the
    Investment Company Act of 1940 and, therefore, we will not be
    subject to the requirements imposed on an investment company by
    such Act.
    
    limitations on the capital structure of the entity;
    restrictions on certain investments;
    prohibitions on transactions with affiliated entities; and
    public reporting disclosures, record keeping, voting procedures,
    proxy disclosure and similar corporate governance rules and
    regulations.      If we
    are required to register as an investment company under the
    Investment Company Act of 1940, the additional expenses and
    operational limitations associated with such registration may
    reduce our holders investment return.
       18




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Our
    success will be dependent on the performance of our Manager as
    well as key employees of our Manager.
  day-to-day and/or
  Our
    use of borrowings to partially fund improvements on properties
    could result in foreclosures and unexpected debt service
    expenses upon refinancing, both of which could have an adverse
    impact on our operations and cash flow. Additionally,
    restrictive covenants in our loan documents may restrict our
    operating activities.
         19




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The
    pending SEC investigation of our Manager could result in
    defaults or alleged defaults under our loan documents or limit
    our ability to obtain debt financing in the
    future.
  and/or
  If we
    purchased our remaining property interest at a time when the
    commercial real estate market was experiencing substantial
    influxes of capital investment and competition for properties,
    the real estate we purchased may not appreciate or may decrease
    in value.
    We
    have terminated our regular monthly distributions; future
    distributions are at the discretion of our
    Manager.
    Our
    past performance is not a predictor of our future
    results.
    The
    conflicts of interest of our Managers executives with us
    mean we will not be managed by our Manager solely in the best
    interests of our unit holders.
    and/or
 20




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##### Table of Contents




    limit the time and services that our Manager devotes to us,
    because it will be providing similar services to G REIT, Inc., T
    REIT, Inc., NNN 2003 Value Fund, LLC, NNN Apartment REIT, Inc.
    and NNN Healthcare/Office REIT, Inc. and other real estate
    programs and properties;
    impair our ability to compete for tenants in geographic areas
    where other properties are advised by our Manager and its
    affiliates; and
    impair our ability to compete for the disposition of properties
    with other real estate entities that are also advised by our
    Manager and its affiliates and seeking to dispose of properties
    at or about the same time as us.    The
    absence of arms length bargaining may mean that our
    agreements are not as favorable to our unit holders as these
    agreements otherwise would have been.
    Dramatic
    increases in insurance rates could adversely affect our cash
    flow and our ability to make liquidating distributions to our
    unit holders pursuant to our plan of liquidation.
    Item 2.
    Properties.  Real
    Estate Investments
      Property


GLA


%


Date


Annual


% Physical


Annual RentProperty Name

Location


(Sq Ft)


Owned


Acquired


Rent(1)


Occupancy(2)


per Sq Ft(3)Unconsolidated
    Property:Congress Center


Chicago, IL



519,000



12.3
%


1/9/03


$
13,065,000



91.4
%

$
25.17     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2006.(2)
    
    Physical occupancy as of December 31, 2006. 21




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##### Table of Contents



(3)
    
    Average effective annual rent per leased square foot as of
    December 31, 2006.      
    we believe our one unconsolidated property is adequately covered
    by insurance;
    we have no plans for any material renovations, improvements or
    development of the property, except in accordance with planned
    budgets; and
    our property is located in a market where we are subject to
    competition for attracting new tenants and retaining current
    tenants.    NNN 2002
    Value Fund, LLC
  
  Congress
    Center
   
 22




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##### Table of Contents



Indebtedness
    Item 3.
    Legal
    Proceedings.  SEC
    Investigation
  In the matter of Triple Net Properties,
    LLC.
  and/or Accounting for
    Contingencies.
  Prior
    Performance Tables
    Litigation
   23




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##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Unit Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Unit Holder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
      Unit
    Holders
    Distributions
      Quarters Ended

2006


2005


2004March 31

$
251.68


$
106.21


$
100.00June 30


N/A


$
2,048.83


$
100.00September 30


N/A



N/A


$
104.00December 31

$
167.79


$
2,684.56


$
106.00     Quarters Ended

2006


2005


2004March 31

$
251.68


$
106.21


$
100.00June 30


N/A


$
2,048.83


$
100.00September 30


N/A



N/A


$
104.00December 31

$
167.79


$
2,684.56


$
106.00     Quarters Ended

2006


2005


2004March 31

$
251.68


$
106.21


$
100.00June 30


N/A


$
2,048.83


$
100.00September 30


N/A



N/A


$
104.00December 31

$
167.79


$
2,684.56


$
106.00    24




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##### Table of Contents



per-unit
      Equity
    Compensation Plan Information
   25




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Form 10-K.
  Liquidation BasisAs of December 31,Selected Financial Data(1)

2006


2005STATEMENT OF NET ASSETS:Total assets

$
6,884,000


$
9,571,000Net assets in liquidation(2)


6,819,000



8,689,000Net asset value per unit(2)

$
1,144.13


$
1,457.89   Liquidation BasisPeriod fromAugust 31, 2005Year Ended


throughDecember 31,


December 31,2006


2005STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation,
    beginning of period

$
8,689,000


$
24,845,000Changes to reserve for estimated
    costs in excess of receipts during liquidation


806,000



(652,000
)Net (decrease) increase in fair
    value


(176,000
)


496,000Distributions to unit holders


(2,500,000
)


(16,000,000
)Change in net assets in liquidation


(1,870,000
)


(16,156,000
)Net assets in liquidation, end of
    period

$
6,819,000


$
8,689,000   Going Concern BasisAs of December 31,Selected Financial Data(1)

2004


2003


2002BALANCE SHEET DATA:Total assets

$
73,235,000


$
75,228,000


$
21,836,000Mortgage loans payable, including
    property held for sale


42,172,000



41,036,000



14,141,000Unit holders equity


19,331,000



21,965,000



6,926,000Book value per unit

$
3,243.46


$
4,522.34


$
17,668.37   26




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##### Table of Contents



Going Concern BasisPeriod from








Period from May 15,January 1, 2005








2002 (Date ofthrough








Inception) throughAugust 31,


Years Ended December 31,


December 31,2005


2004


2003


2002OPERATING DATA:Total revenues

$



$



$



$
Income (loss) from continuing
    operations before discontinued operations and gain on sale
    of real estate investments


431,000



(380,000
)


61,000



(63,000
)Discontinued operations, including
    gain on sale


7,723,000



196,000



(596,000
)


(109,000
)Net income (loss)

$
8,154,000


$
(184,000
)

$
(535,000
)

$
(172,000
)Income (loss) per unit, basic and
    diluted(3):Income (loss) from continuing
    operations

$
72.31


$
(63.76
)

$
12.56


$
(160.71
)Income (loss) from discontinued
    operations


1,295.81



32.89



(122.71
)


(278.06
)Net income (loss) per unit

$
1,368.12


$
(30.87
)

$
(110.15
)

$
(438.77
)OTHER DATA:Cash flows provided by operating
    activities

$
3,378,000


$
2,984,000


$
2,140,000


$
698,000Cash flows provided by (used in)
    investing activities


22,977,000



(2,170,000
)


(47,060,000
)


(7,959,000
)Cash flows (used in) provided by
    financing activities


(22,334,000
)


(1,326,000
)


42,176,000



11,584,000Distributions declared

$
12,844,000


$
2,450,000


$
1,947,000


$
80,000Distributions declared per unit(3)

$
2,155


$
410


$
400


$
100     (1)
    
    Pursuant to our plan of liquidation, certain amounts in the
    prior years have been reclassified as discontinued operations
    related to all properties.(2)
    
    The net assets in liquidation as of December 31, 2006 and
    2005 of $6,819,000 and $8,689,000, respectively, plus the
    liquidating distributions to our unit holders through
    December 31, 2006 and 2005 of approximately $18,500,000 and
    $16,000,000, respectively, would result in liquidation
    distributions per unit of approximately $4,248.15 and $4,142.45
    as of December 31, 2006 and 2005, respectively.(3)
    
    Net income (loss) and distributions per unit are based upon our
    weighted-average number of units outstanding. 27




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##### Table of Contents



Item 7.
    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 and its
    subsidiaries, except where the context otherwise requires.
  Form 10-K.
  Forward-Looking
    Statements
    Overview
    and Background
    day-to-day
 28




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Business
    Strategy and Plan of Liquidation
  Form 10-Q, Form 10-K, Form 8-K
       29




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##### Table of Contents



Dispositions
    in 2005
    Bank
    of America Plaza West  Las Vegas,
    Nevada
    Netpark 
    Tampa, Florida
    Critical
    Accounting Policies
  Use of
    Estimates
    Liquidation
    Basis of Accounting
   30




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##### Table of Contents



Reserve
    for Estimated Costs in Excess of Receipts During
    Liquidation
      December 31,


Cash Payments


Change in


December 31,2005


and (Receipts)


Estimates


2006Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
552,000


$
(654,000
)

$
1,651,000


$
1,549,000Liabilities:Liquidation costs


(1,423,000
)


45,000



(236,000
)


(1,614,000
)Total reserve for estimated costs
    in excess of receipts during liquidation

$
(871,000
)

$
(609,000
)

$
1,415,000


$
(65,000
)   Net
    Assets in Liquidation
   31




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##### Table of Contents



Property
    Held for Sale
  Accounting for the Impairment or Disposal of Long Lived
    Assets
    Revenue
    Recognition, Tenant Receivables and Allowance for Doubtful
    Accounts
  Accounting for Leases,
    Impairment
    
    significant negative industry or economic trend;
    significant underperformance relative to historical or projected
    future operating results; and
    significant change in the manner in which the asset was used.   32




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##### Table of Contents



Investment
    in Unconsolidated Real Estate
    Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
  and/or
  Changes
    In Net Assets In Liquidation
  For
    the Year Ended December 31, 2006
   33




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##### Table of Contents



Period
    from August 31, 2005 through December 31,
    2005
    Results
    of Operations
    Comparison
    of the results of operations for the period from January 1,
    2005 through August 31, 2005 to the year ended
    December 31, 2004
  Period fromJanuary 1, 2005through


Year Ended


ChangeAugust 31,


December 31,


Favorable/


Percentage2005


2004


(Unfavorable)


ChangeExpenses:General and administrative

$
15,000


$
99,000


$
84,000



84.8
%Loss before other income (expense)
    anddiscontinued operations


(15,000
)


(99,000
)


84,000



84.8
%Other income (expense):Interest expense (including
    amortization of deferred financing costs)


(3,000
)


(9,000
)


6,000



66.7
%Interest income


76,000







76,000



Dividend income






6,000



(6,000
)


(100.0
)%Equity in earnings (loss) of
    unconsolidated real estate


373,000



(278,000
)


651,000



234.2
%Income (loss) from continuing
    operations before discontinued operations


431,000



(380,000
)


811,000



213.4
%Gain on sale of real estate
    investments


6,674,000







6,674,000



Income from discontinued
    operations  property held for sale, net


1,049,000



196,000



853,000



435.2
%Net income (loss)

$
8,154,000


$
(184,000
)

$
8,338,000



4,531.5
%      34




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##### Table of Contents



Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
  and/or
    Other
    Liquidity Needs
   35




---



##### Table of Contents



Cash
    Flows
  Comparison
    of the period from January 1, 2005 through August 31,
    2005 to the 3 year ended
 December 31, 2004
     36




---



##### Table of Contents



Capital
    Resources
  General
        Financing
       37




---



##### Table of Contents



Unconsolidated
    Debt
      As of December 31, 2006


As of December 31, 2005Mortgage and


NNN 2002 Value


Mortgage and


NNN 2002 ValueOwnership


Other Debt


Fund, LLCs


Other Debt


Fund, LLCsProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


12.3
%

$
97,308,000


$
11,949,000


$
97,500,000


$
11,973,000     Commitments
    and Contingencies
  Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
 38




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##### Table of Contents



and/or Accounting for Contingencies.
  Inflation
    Recently
    Issued Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes
  Fair Value
    Measurement
  Considering the Effects of Prior Year
    Misstatements When Quantifying Current Year Misstatements
 39




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##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial
    Liabilities
 Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk.     Item 8.  Financial
    Statements and Supplementary Data.   Item 9.  Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   Item 9A.  Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Form 10-K Rules 13a-14(a) 15d-14(a) Form 10-K
  Rules 13a-15(e) 15d-15(e)
 40




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##### Table of Contents



Changes in internal control over financial
    reporting.
 Item 9B.  Other
    Information.   41




---



##### Table of Contents



PART III Item 10.  Directors,
    Executive Officers and Corporate Governance.    Executive
    Officers of Our Manager
      
    gross negligence or fraud of our Manager;
    willful misconduct or willful breach of the Operating Agreement
    by our Manager;
    bankruptcy, insolvency or inability of our Manager to meet its
    obligations as they come due; or
    conviction of a felony of Mr. Thompson, chairman of NNN
    Realty Advisors, Inc., or NNN Realty Advisors, the parent
    company of our Manager.    Name

Age

Position

Term of OfficeScott D. Peters


49


Chief Executive Officer

Since 2006Louis J. Rogers


50


President

Since 2004Francene LaPoint


42


Chief Financial Officer

Since 2006Andrea R. Biller


57


General Counsel
    and Executive Vice President

Since 2003
    Since 2007Jeffrey T. Hanson


37


Chief Investment Officer

Since 2006Richard T. Hutton, Jr.


55


Executive Vice President

Since 2003Jack R. Maurer


63


Executive Vice President

Since 1998Talle A. Voorhies


59


Executive Vice President and
    Secretary

Since 1998Courtney A. Brower


28


Financial Reporting Manager

Since 2004     Scott D. Peters
 42




---



##### Table of Contents



Louis J. Rogers
  Francene LaPoint
  Andrea R. Biller
  Jeffrey T Hanson
  Richard T. Hutton, Jr.,
 43




---



##### Table of Contents



Jack R. Maurer
  Talle A. Voorhies
  Courtney A. Brower
  NNN
    Realty Advisors and Triple Net Properties
     44




---



##### Table of Contents



Fiduciary
    Relationship of our Manager to Us
        Committees
    of Our Board of Directors
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
   Item 11.  Executive
    Compensation.  Executive
    and Director Compensation
   45




---



##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Unit Holder Matters.  PRINCIPAL
    UNIT HOLDERS
    
    each person who is known to us to hold more than 5.0% interest
    in us; and
    our Managers executive officers and financial reporting
    manager as a group.  Beneficially


Percentage ofOwned No.


OutstandingName

of Units


UnitsOur Manager(1)


None



0.0
%Our Managers executive
    officers and financial reporting manager as a group(2)
    (9 persons)


None



0.0
%     (1)
    
    The address for our Manager is 1551 N. Tustin Avenue,
    Suite 200, Santa Ana, California 92705.(2)
    
    We have no directors or executive officers.    Equity
    Compensation Plan Information
   Item 13.  Certain
    Relationships and Related Transactions, and Director
    Independence.    The
    Operating Agreement
    Acquisition
    Fees
    Organizational &
    Marketing Costs
   46




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##### Table of Contents



Expenses,
    Costs, or Fees
    Operating
    Expenses
    Distributions
    to Our Manager
    The
    Management Agreement
    Property
    Management Fees
    Lease
    Commissions
    Project
    Fees
   47




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##### Table of Contents



Real
    Estate Disposition Fees
    Loan Fees
    Selling
    Commissions
    Related
    Party Accounts Receivable
    Notes Payable
    Due to Related Parties
  Cunningham
    Lending Group, LLC
      Managers
    Ownership Interest in the Company
    Costs
    Incurred in Connection with Public Company Filings and
    Rent
   48




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##### Table of Contents



Item 14.  Principal
    Accounting Fees and Services.        Services

2006


2005Audit Fees(1)

$
180,000


$
237,000Audit-Related Fees(2)






40,000Tax Fees(3)






All Other Fees






Total

$
180,000


$
277,000     (1)
    
    Audit fees billed in 2006 and 2005 consisted of audit of our
    annual financial statements, acquisition audits, reviews of our
    quarterly financial statements, and statutory and regulatory
    audits, consents and other services related to filings with the
    SEC.(2)
    
    Audit-related fees billed in 2006 and 2005 consisted of
    financial accounting and reporting consultations.(3)
    
    Tax services consist of tax compliance and tax planning and
    advice.   49




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PagesReport of
    Independent Registered Public Accounting Firm


51Consolidated
    Statements of Net Assets as of December 31, 2006 and 2005
    (Liquidation Basis)


52Consolidated
    Statements of Changes in Net Assets (Liquidation Basis) For the
    Year Ended December 31, 2006 and the Period From
    August 31, 2005 through December 31, 2005


53Consolidated
    Statements of Operations (Going Concern Basis) For the Period
    from January 1, 2005 through August 31, 2005 and the
    Year Ended December 31, 2004


54Consolidated
    Statements of Unit Holders Equity (Going Concern Basis)
    For the Period from January 1, 2005 through August 31,
    2005 and the Year Ended December 31, 2004


55Consolidated
    Statements of Cash Flows (Going Concern Basis) For the Period
    from January 1, 2005 through August 31, 2005 and the
    Year Ended December 31, 2004


56Notes to
    Consolidated Financial Statements


57Schedules


76   Financial Statement Schedules:
    PageValuation and
    Qualifying Accounts (Schedule II)


76Real Estate
    Operating Properties and Accumulated Depreciation
    (Schedule III)


77     Exhibits:
    Exhibits
    Financial Statement Schedules
  PageValuation and
    Qualifying Accounts (Schedule II)


76Real Estate
    Operating Properties and Accumulated Depreciation
    (Schedule III)


77  50




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   
          Deloitte ouche
   
 51




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
 CONSOLIDATED
    STATEMENTS OF NET ASSETS
    (Liquidation Basis)
    As of December 31, 2006 and 2005  Years Ended December 31,2006


2005ASSETSInvestment in unconsolidated real
    estate

$
6,476,000


$
7,261,000Cash and cash equivalents


408,000



1,310,000Accounts receivable, net






991,000Accounts receivable from related
    parties






9,000Total assets


6,884,000



9,571,000LIABILITIESAccounts payable and accrued
    liabilities






11,000Reserve for estimated costs in
    excess of receipts during liquidation


65,000



871,000Total liabilities


65,000



882,000Net assets in liquidation

$
6,819,000


$
8,689,000    52




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
 CONSOLIDATED
    STATEMENTS OF CHANGES IN NET ASSETS
    (Liquidation Basis)
    For the Year Ended December 31, 2006
    the period from August 31, 2005 through December 31,
    2005  Period fromAugust 31, 2005Year Ended


throughDecember 31,


December 31,2006


2005Net assets in liquidation,
    beginning of period

$
8,689,000


$
24,845,000Changes in net assets in
    liquidation:Changes to reserve for estimated
    costs in excess of receipts during liquidation:Operating loss


45,000



216,000Distributions received from
    unconsolidated property


(654,000
)


(218,000
)Change in estimated costs in
    excess of receipts during liquidation


1,415,000



(650,000
)Changes to reserve for estimated
    costs in excess of receipts during liquidation


806,000



(652,000
)Change in fair value of assets and
    liabilities:Change in fair value of real
    estate investments


(785,000
)


494,000Change in assets and liabilities
    due to activity in the reserve for estimated costs in excess of
    receipts during liquidation


609,000



2,000Net (decrease) increase in fair
    value


(176,000
)


496,000Distributions to unit holders


(2,500,000
)


(16,000,000
)Change in net assets in
    liquidation


(1,870,000
)


(16,156,000
)Net assets in liquidation, end
    of period

$
6,819,000


$
8,689,000    53




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (Going Concern Basis)
    For the Period from January 1, 2005 through August 31,
    2005 and the Year Ended
    December 31, 2004  Period fromJanuary 1,2005through


Year EndedAugust 31,


December 31,2005


2004Expenses:General and administrative

$
15,000


$
99,000Loss before other income and
    discontinued operations


(15,000
)


(99,000
)Other (expense) income:Interest expense


(3,000
)


(9,000
)Interest income


76,000



Other income






6,000Equity in earnings (loss) of
    unconsolidated real estate


373,000



(278,000
)Income (loss) from continuing
    operations


431,000



(380,000
)Discontinued operations:Gain on sale on real estate


6,674,000



Income from discontinued operations


1,049,000



196,000Net income (loss)

$
8,154,000


$
(184,000
)Net income (loss) per unit:Continuing operations 
    basic and diluted

$
72.31


$
(63.76
)Discontinued
    operations  basic and diluted


1,295.81



32.89Total net income (loss) per
    unit  basic and diluted

$
1,368.12


$
(30.87
)Weighted-average number of units
    outstanding  basic and diluted


5,960



5,960    54




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
 CONSOLIDATED
    STATEMENTS OF UNIT HOLDERS EQUITY
    (Going Concern Basis)
    For the Period from January 1, 2005 through August 31,
    2005 and the Year Ended
    December 31, 2004  Number of Units


TotalBALANCE 
    December 31, 2003


5,960


$
21,965,000Distributions






(2,450,000
)Net loss






(184,000
)BALANCE 
    December 31, 2004


5,960



19,331,000Distributions






(12,844,000
)Net income






8,154,000BALANCE 
    August 31, 2005


5,960


$
14,641,000    55




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS
    (Going Concern Basis)



For the
    Period from January 1, 2005 through August 31, 2005
    and the Year
    Ended December 31, 2004  Period fromJanuary 1,2005 through


Year EndedAugust 31,


December 31,2005


2004CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
8,154,000


$
(184,000
)Adjustments to reconcile net income
    (loss) to net cash provided by operating activitiesAdjustments to reconcile net income
    (loss) to net cash provided by operating activitiesGain on sale of real estate


(6,674,000
)


Depreciation and amortization
    (including deferred financing costs, above/below market leases
    and deferred rent)  continuing and discontinued
    operations


456,000



3,974,000Swap collar interest


191,000



(205,000
)Distributions received in excess of
    equity in earnings of unconsolidated property


63,000



890,000Minority interests


1,083,000



312,000Change in operating assets and
    liabilities:Accounts receivable, including
    receivables from related parties


(37,000
)


(29,000
)Other assets


(377,000
)


(1,921,000
)Accounts payable and accrued
    liabilities


519,000



(69,000
)Security deposits and prepaid rent






216,000Net cash provided by operating
    activities


3,378,000



2,984,000CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of real estate
    operating property


22,802,000



Capital expenditures


(73,000
)


(2,168,000
)Restricted cash


248,000



(2,000
)Net cash provided by (used in)
    investing activities


22,977,000



(2,170,000
)CASH FLOWS FROM FINANCING ACTIVITIESPrincipal repayments on mortgages
    payable and notes payable to related party


(9,606,000
)


(269,000
)Borrowings on mortgages payable


980,000



1,405,000Borrowings from related party






482,000Distributions


(13,056,000
)


(2,437,000
)Distributions to minority interests


(652,000
)


(957,000
)Contributions from minority
    interests






450,000Net cash used in financing
    activities


(22,334,000
)


(1,326,000
)NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS


4,021,000



(512,000
)CASH AND CASH
    EQUIVALENTS  beginning of period


1,067,000



1,579,000CASH AND CASH
    EQUIVALENTS  end of period

$
5,088,000


$
1,067,000SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:Cash paid for:Interest

$
1,503,000


$
2,454,000Income taxes

$
8,000


$
    56




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

For the
    Years Ended December 31, 2006, 2005 and 2004  1.
    Organization
    and Description of Business  The use of the words we, us or
    our refers to NNN 2002 Value Fund, LLC and its
    subsidiaries, except where the context otherwise requires.
    day-to-day
    Plan
    of Liquidation
   57




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
     2.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Reclassifications
    Principles
    of Consolidation
  Consolidation of Variable
    Interest Entities
  Liquidation
    Basis of Accounting
   58




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
    Real
    Estate Investments
  Operating
    Properties
        Property
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets
 59




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
        
    management, having the authority to approve the action,
    committed to a plan to sell the asset;
    the asset was available for immediate sale in its present
    condition subject only to terms that were usual and customary
    for sales of such assets;
    an active program to locate a buyer and other actions required
    to complete our plan to sell the asset had been initiated;
    the sale of the asset was probable and the transfer of the asset
    was expected to qualify for recognition as a completed sale
    within one year;
    the asset was being actively marketed for sale at a price that
    was reasonable in relation to its current fair value; and
    given the actions required to complete our plan, it was unlikely
    that significant changes to our plan would be made or that our
    plan would be withdrawn.  Cash
    and Cash Equivalents
    Purchase
    Price Allocation
  Business Combinations lease-up
   60




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
     Tenant
    Receivables and Allowance for Uncollectible
    Accounts
    Concentration
    of Credit Risk
        Percentage of


Square


Lease2006 Annual


2006 Annual


Footage


ExpirationTenant

Base Rent(1)


Base Rent


(Approximately)


DateHomeland Security

$
3,344,000



25.6
%


76,000



04/25/12North American Co. Life and Health
    Ins

$
2,320,000



17.8
%


101,000



02/28/12Akzo Nobel, Inc.

$
1,994,000



15.3
%


90,000



12/31/13US Treasury

$
1,582,000



12.1
%


37,000



02/28/13Employers Reinsurance
    Corporation(2)

$
1,488,000



11.4
%


67,000



12/31/12     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2006.(2)
    
    Employers Reinsurance Corporation was previously referred
    to as GE Insurance Solutions in our SEC filings. On
    December 21, 2006, we received a termination notice from
    Employers Reinsurance Corporation notifying us of their
    intent to exercise their option to terminate their lease
    effective as of January 1, 2008. On January 2, 2007,
    Employers Reinsurance Corporation paid the lender
    $3,773,000 to satisfy their termination fee obligation pursuant
    to their lease agreement. An additional $27,000 was paid 61




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
  to the lender in conjunction with the Employers
    Reinsurance Corporation termination resulting in a total of
    $3,800,000 being deposited with the lender in a reserve account
    pursuant to a property reserves agreement between the borrower
    (all the owners of the Congress Center property) and the lender.
    The additional reserve deposit of $27,000 was paid by us along
    with G REIT, Inc. and T REIT, Inc., or our Affiliate co-owners
    based on each owners pro-rata ownership in the property.
    It is anticipated that upon the sale of the Congress Center
    property, we, along with our Affiliate co-owners will receive
    repayment of any advances made to the lender for reserves on
    behalf of the borrower. Our Manager has begun marketing efforts
    to re-lease the space in anticipation of the lease terminating
    on January 1, 2008    Percentage of


Square


Lease2005 Annual


2005 Annual


Footage


ExpirationTenant

Base Rent(1)


Base Rent


(Approximately)


DateHomeland Security

$
3,279,000



25.7
%


76,000



04/25/12North American Co. Life and Health
    Ins

$
2,270,000



17.8
%


101,000



02/28/12Akzo Nobel, Inc.

$
1,938,000



15.2
%


90,000



12/31/13US Treasury

$
1,550,000



12.2
%


37,000



02/28/13Employers Reinsurance
    Corporation

$
1,447,000



11.4
%


67,000



12/31/12     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2005.    Percentage of







Lease2004 Annual


2004 Annual




Square Footage


ExpirationTenant

Base Rent(1)


Base Rent


Property

(Approximately)


DateMerck Medco

$
1,566,000



14.5
%

Netpark(2)


143,000



10/31/11GMC Worldwide

$
1,495,000



13.8
%

Netpark(2)


100,000



11/30/06Bank of America

$
1,175,000



10.9
%

Bank of America Plaza West(2)


40,000



10/31/20     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2004.(2)
    
    The Netpark property was sold on September 30, 2005, and
    the Bank of America Plaza West building was sold on
    March 15, 2005.  Fair
    Value of Financial Instruments
  Disclosures About Fair Value of
    Financial Instruments
 62




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
        Derivative
    Financial Instruments
    Derivative
    Instruments and Hedging Activities.
    Revenue
    Recognition
  Accounting for Leases
  Other
    Assets
     63




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
           Income
    Taxes
    Per
    Unit Data
  Earnings Per Share.
    Period fromJanuary 1,2005through


Years EndedAugust 31,


December 31,2005


2004Income (loss) from continuing
    operations

$
431,000


$
(380,000
)Income from discontinued operations


7,723,000



196,000Net income (loss)

$
8,154,000


$
(184,000
)Net income (loss) per unit:Continuing operations 
    basic and diluted

$
72.31


$
(63.76
)Discontinued
    operations  basic and diluted


1,295.81



32.89Total net income (loss) per
    unit  basic and diluted

$
1,368.12


$
(30.87
)Weighted-average number of units
    outstanding  basic and diluted


5,960



5,960  64




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
  Asset
    Retirement Obligations
  Accounting for
    Conditional Asset Retirement Obligations Accounting for
    Asset Retirement Obligations. and/or
  Segments
    Recently
    Issued Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes
  Fair Value
    Measurement
  Considering the Effects of Prior Year
    Misstatements When Quantifying Current Year Misstatements
 65




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
   The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  3.
    Reserve
    for Estimated Costs in Excess of Receipts During
    Liquidation      CashDecember 31,


Payments and


Change in


December 31,2005


(Receipts)


Estimates


2006Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
552,000


$
(654,000
)

$
1,651,000


$
1,549,000Liabilities:Liquidation costs


(1,423,000
)


45,000



(236,000
)


(1,614,000
)Total reserve for estimated costs
    in excess of receipts during liquidation

$
(871,000
)

$
(609,000
)

$
1,415,000


$
(65,000
)  66




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
    CashAugust 31,


Payments and


Change in


December 31,2005


(Receipts)


Estimates


2005Assets:Estimated net inflows from
    consolidated and unconsolidated operating activities

$
653,000


$
(9,000
)

$
(92,000
)

$
552,000Liabilities:Liquidation costs


(872,000
)


7,000



(558,000
)


(1,423,000
)Total reserve for estimated costs
    in excess of receipts during liquidation

$
(219,000
)

$
(2,000
)

$
(650,000
)

$
(871,000
)   4.
    Net
    Assets in Liquidation    Unit holders equity as of
    August 31, 2005  going concern basis

$
14,641,000Increase due to estimated net
    realizable value of operating properties


12,255,000Increase due to estimated net
    realizable value of unconsolidated investment


2,369,000Reserve for estimated costs in
    excess of receipts during liquidation


(219,000
)Decrease due to the write-off of
    other intangible assets and other liabilities


(4,201,000
)Adjustment to reflect the change
    to the liquidation basis of accounting


10,204,000Estimated value of net assets in
    liquidation as of August 31, 2005

$
24,845,000        67




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
    5.
    Real
    Estate Investments    Investment
    in Unconsolidated Real Estate
      Period fromJanuary 1,


For the Year2005 through


EndedAugust 31,


December 31,2005


2004Revenues

$
12,379,000


$
17,304,000Rental and other expenses


9,337,000



19,769,000Net income (loss)

$
3,042,000


$
(2,465,000
)Our equity in earnings (loss)

$
373,000


$
(278,000
)   Dispositions
    in 2005
    Bank of
    America Plaza West  Las Vegas, Nevada
    Netpark 
    Tampa, Florida
   68




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
   6.
    Unit
    Holders Equity        per-unit
    7.
    Related
    Party Transactions  The
    Operating Agreement
    Acquisition
    Fees
   69




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
   Organizational &
    Marketing Costs
    Expenses,
    Costs, or Fees
    Operating
    Expenses
    Distributions
    to Our Manager
    The
    Management Agreement
    Property
    Management Fees
    Lease
    Commissions
   70




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
   Project
    Fees
    Real
    Estate Disposition Fees
    Loan Fees
    Selling
    Commissions
    Related
    Party Accounts Receivable
    Notes Payable
    Due to Related Parties
  Cunningham
    Lending Group, LLC
      8.
    Commitments
    and Contingencies  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
 71




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
    and/or Accounting for Contingencies.
  Prior
    Performance Tables
    Litigation
    Environmental
    Matters
   72




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
   Unconsolidated
    Debt
      As of December 31, 2006


As of December 31, 2005Mortgage and


NNN 2002 Value


Mortgage and


NNN 2002 ValueOwnership


Other Debt


Fund, LLCs


Other Debt


Fund, LLCsProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


12.3
%

$
97,308,000


$
11,949,000


$
97,500,000


$
11,973,000       Other
    9.
    Discontinued
    Operations  Property Held for Sale  Accounting for the Impairment or
    Disposal of Long Lived Assets
 73




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
    Period fromJanuary 1,2005 through


Year EndedAugust 31,


December 31,2005


2004Rental income

$
7,231,000


$
12,358,000Rental expenses


(3,152,000
)


(4,948,000
)Depreciation and amortization


(495,000
)


(4,433,000
)Income before interest, other
    income and expense and minority interest


3,584,000



2,977,000Other income (expense):Interest expense (including
    amortization of deferred financing costs)


(1,517,000
)


(2,520,000
)Other income


65,000



51,000Minority interests


(1,083,000
)


(312,000
)Income from discontinued operations


1,049,000



196,000Gain on sale of real estate


6,674,000



$
7,723,000


$
196,000   10.
    Selected
    Quarterly Financial Data (Unaudited)      Liquidation BasisQuarters EndedDecember 31,


September 30,


June 30,


March 31,2006


2006


2006


2006Net assets in liquidation,
    beginning of period

$
7,921,000


$
7,709,000


$
7,257,000


$
8,689,000Change to asset (reserve) for
    estimated receipts (costs) in excess of estimated receipts
    (costs) during liquidation


524,000



48,000



324,000



(90,000
)Net (decrease) increase in fair
    value


(626,000
)


164,000



128,000



158,000Distributions to shareholders


(1,000,000
)










(1,500,000
)Change in net assets in liquidation


(1,102,000
)


212,000



452,000



(1,432,000
)Net assets in liquidation, end of
    period

$
6,819,000


$
7,921,000


$
7,709,000


$
7,257,000   74




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2006, 2005 and
    2004  (Continued)
  Liquidation BasisPeriod from


Period fromSeptember 30,


August 31,2005


2005through


throughDecember 31,


September 30,2005


2005Net assets in liquidation,
    beginning of period

$
24,765,000


$
24,845,000Change to the reserve for
    estimated costs in excess of receipts during liquidation


(787,000
)


135,000Net change in fair value


711,000



(215,000
)Distributions to unit holders


(16,000,000
)


Change in net assets in liquidation


(16,076,000
)


(80,000
)Net assets in liquidation, end of
    period

$
8,689,000


$
24,765,000   Going Concern BasisPeriod fromJune 30,2005through


Quarters EndedAugust 31,


June 30,


March 31,2005


2005


2005Revenues

$



$



$
Expenses






38,000



(23,000
)Equity in earnings of
    unconsolidated real estate


89,000



219,000



65,000Income from continuing operations


94,000



252,000



85,000Income from discontinued operations


235,000



375,000



7,113,000Net income

$
329,000


$
627,000


$
7,198,000Earnings per unit-basic and
    diluted Continuing operations

$
15.77


$
42.28


$
14.26Discontinued operations


39.43



62.92



1,193.46Net income per unit-basic and
    diluted

$
55.20


$
105.20


$
1,207.72  75




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC



SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  AdditionsBalance at


Charged to


Charged to





Balance atBeginning of


Costs and


Other





End ofDescription

Period


Expenses


Accounts


Deductions


PeriodPeriod from January 1, 2005
    through August 31, 2005  Reserve deducted from
    accounts receivable

$
130,000


$



$



$
130,000


$
Year ended December 31,
    2004  Reserve deducted from accounts receivable

$
126,000


$
100,000


$



$
96,000


$
130,000  76




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC



SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES AND

ACCUMULATED
    DEPRECIATION   77




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##### Table of Contents



SIGNATURES    alue und  (Registrant)
  By:
    /s/  Scott
    D. Peters     (principal executive officer)
       Name

Title

Date/s/  Scott
    D. PetersScott
    D. Peters

Chief Executive Officer of
    Triple Net Properties, LLC
    the Manager of NNN 2002 Value Fund, LLC(principal executive officer)

March 14, 2007/s/  Courtney
    A. BrowerCourtney
    A. Brower

Financial Reporting Manager of
    Triple Net Properties, LLC
    the Manager of NNN 2002 Value Fund, LLC(principal accounting officer)

March 14, 2007  78




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  Item No.

Description2
.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.)21
.1*

Subsidiary of NNN 2002 Value Fund,
    LLC31
.1*

Certification of Chief 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 Chief 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.