##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K/A
  (Amendment
    No. 1)
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from          to          .   Commission file number
    333-154975
    TNP STRATEGIC RETAIL TRUST,
    INC.
 (Exact name of registrant as
    specified in its charter)
    Maryland(State or other jurisdiction
    of
    incorporation or organization)

90-0413866(I.R.S. Employer
    Identification No.)1900 Maine Street, Suite 700
    Irvine, California(Address of principal
    executive offices)

92614(Zip
    Code)   (949) 833-8252
 (Registrants telephone
    number, including area code)
    Securities registered pursuant to Section 12(b) of the
    Securities Exchange Act of 1934:
  None
  Securities registered pursuant to Section 12(g) of the
    Securities Exchange Act of 1934:
  None
    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ




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Explanatory
    Note
  Form 10-K 10-K) Form 10-K 10-K). 10-K 10-K 10-K 10-K.
  Rule 12b-15 10-K 10-K.




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##### 



TNP
    STRATEGIC RETAIL TRUST, INC.
  TABLE OF
    CONTENTS
  PART IIItem 6.

Selected Financial Data


1Item 7.

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


1Item 8.

Financial Statements and Supplementary Data


12Item 9A(T).

Controls and Procedures


12PART IVItem 15.

Exhibits and Financial Statement Schedules


13EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



PART
    II  Item 6.
    Selected
    Financial Data    December 31,

December 31,Selected Financial Data

2009

2008BALANCE SHEET DATA:Total assets

$
15,605,000


$
202,000Total liabilities

$
12,317,000


$
Total equity

$
3,288,000


$
202,000   (Date of Inception)Year Ended

throughDecember 31,

December 31,2009

2008STATEMENT OF OPERATIONS DATA:Total revenues

$
145,000



Total expenses

$
(1,228,000
)


Other income and expense

$
(117,000
)Net loss

$
(1,200,000
)


STATEMENT OF CASH FLOWS DATA:Net cash used in operating activities

$
(1,047,000
)

$
(1,000
)Net cash used in investing activities

$
(12,500,000
)

$
Net cash provided by financing activities

$
14,452,000


$
202,000   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
    Form S-11 No. 333-154975),
   1




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Review of
    our Policies
    Critical
    Accounting Policies
  General
   2




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Principles
    of Consolidation
      Allocation
    of Real Property Purchase Price
     3




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##### Table of Contents



Real
    Property
        YearsBuildings and improvements

5-45 yearsExterior improvements

10-20 yearsEquipment and fixtures

5-10 years   Revenue
    Recognition
    Valuation
    of Accounts Receivable
    Organization
    and Offering Costs
    paid-in-capital,
 4




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Income
    Taxes
    Results
    of Operations
      Revenue.
  General and administrative expenses.
  Acquisition expenses.
  Operating and maintenance expenses.
   5




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Depreciation and amortization
    expenses.
  Interest expense.
  Interest income.
  Net loss.
  Liquidity
    and Capital Resources
          KeyBank
    Revolving Credit Facility
   6




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(2) 30-day
    Moreno
    Property Loan
     7




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Convertible
    Note
      Contractual
    Commitments and Contingencies
    Payments Due by PeriodContractual Obligations

Total

2010

2011-2012

2013-2014

ThereafterLong-term debt obligations(1)

$
10,490,000



120,000



9,120,000







1,250,000Interest payments on outstanding debt obligations(2)


1,508,000



605,000



616,000



200,000



87,000Total

$
11,998,000



725,000



9,376,000



200,000



1,337,000     (1)
    
    Amounts include principal payments only.(2)
    
    Projected interest payments are based on the outstanding
    principal amounts and weighted-average interest rates at
    December 31, 2009.  Potential
    Property Acquisition
   8




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Inflation
    REIT
    Compliance
    Distributions
     9




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##### Table of Contents



Funds
    from Operations and Adjusted Funds from Operations
    other-than-temporary
    Acquisition costs:
  Impairment charge:
 10




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##### Table of Contents



Net Loss

$
(1,200,000
)Add:Depreciation and amortization of real estate assets


46,000FFO


(1,154,000
)Add:Acquisition expenses


408,000Adjusted FFO

$
(746,000
)   Off-Balance
    Sheet Arrangements
    New
    Accounting Pronouncements
  810-10,
  No. 2009-05, No. 2009-05, No. 2009-05
  No. 2010-06, No. 2010-06
 11




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Subsequent
    Events
  Status
    of Offering
    Item 8.
    Financial
    Statements and Supplementary Data    Item 9A(T).
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 13d-15(e)
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Form 10-K/A
 12




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules    1.
    Consolidated
    Financial Statements                2.
    Financial
    Statement Schedules      (b)
    Exhibits  3
.1

Articles of Amendment and Restatement of TNP Strategic Retail
    Trust, Inc. (filed as Exhibit 3.1 to Pre-Effective
    Amendment No. 5 to the Companys Registration
    Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).3
.2

Bylaws of TNP Strategic Retail Trust, Inc. (filed as
    Exhibit 3.2 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).4
.1

Form of Subscription Agreement (included as Appendix C to
    prospectus, incorporated by reference to Exhibit 4.1 to
    Pre-Effective Amendment No. 6 to the Companys
    Registration Statement on
    Form S-11
    (No. 333-154975)).4
.2

TNP Strategic Retail Trust, Inc. Distribution Reinvestment Plan
    (included as Appendix D to prospectus, incorporated by
    reference to Exhibit 4.2 to Pre-Effective Amendment
    No. 6 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)).10
.1

Escrow Agreement among TNP Strategic Retail Trust, Inc., TNP
    Securities, LLC and CommerceWest Bank, N.A. (filed as
    Exhibit 10.1 to Pre-Effective Amendment No. 5 to the
    Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.2

Advisory Agreement among TNP Strategic Retail Trust, Inc., TNP
    Strategic Retail Operating Partnership, LP and TNP Strategic
    Retail Advisor, LLC (filed as Exhibit 10.2 to Pre-Effective
    Amendment No. 5 to the Companys Registration
    Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.3

Limited Partnership Agreement of TNP Strategic Retail Operating
    Partnership, LP (filed as Exhibit 10.3 to Pre-Effective
    Amendment No. 3 to the Companys Registration
    Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.4

TNP Strategic Retail Trust, Inc. 2009 Long-Term Incentive Plan
    (filed as Exhibit 10.4 to Pre-Effective Amendment
    No. 5 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference). 13




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10
.5

TNP Strategic Retail Trust, Inc. Amended and Restated
    Independent Directors Compensation Plan (filed as
    Exhibit 10.5 to Pre-Effective Amendment No. 5 to the
    Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.6

Dealer Manager Agreement (filed as Exhibit 1.1 to
    Pre-Effective Amendment No. 5 to the Companys
    Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.7

Purchase and Sale Agreement (relating to the acquisition of the
    Moreno Marketplace), dated September 22, 2009, by and
    between Moreno Marketplace, LLC and Bill and John Skeffington
    (filed as Exhibit 10.1 to the Current Report on
    Form 8-K
    filed with the SEC on November 24, 2009).10
.8

Assignment of Purchase and Sale Agreement (relating to the
    acquisition of the Moreno Marketplace), dated October 21,
    2009 (filed as Exhibit 10.2 to the Current Report on
    Form 8-K
    filed with the SEC on November 24, 2009).10
.9

Assignment of Purchase and Sale Agreement (relating to the
    acquisition of the Moreno Marketplace), dated November 9,
    2009 (filed as Exhibit 10.3 to the Current Report on
    Form 8-K
    filed with the SEC on November 24, 2009).10
.10

Promissory Note between TNP SRT Moreno Marketplace, LLC and
    KeyBank National Association, dated November 12, 2009
    (filed as Exhibit 10.9 to Pre-Effective Amendment
    No. 1 to Post-Effective Amendment No. 1 to the
    Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.11

Subordinated Convertible Promissory Note between TNP SRT Moreno
    Marketplace, LLC and Moreno Retail Partners, LLC, dated
    November 18, 2009 (filed as Exhibit 10.10 to
    Pre-Effective Amendment No. 1 to Post-Effective Amendment
    No. 1 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.12

Guaranty, dated November 12, 2009, by and between TNP
    Strategic Retail Trust, Inc. and Anthony W. Thompson, for the
    benefit of KeyBank National Association (filed as
    Exhibit 10.11 to Pre-Effective Amendment No. 1 to
    Post-Effective Amendment No. 1 to the Companys
    Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.13

Environmental Indemnity Agreement, dated November 12, 2009,
    by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic
    Retail Trust, Inc., Moreno Retail Partners, LLC, John
    Skeffington, William Skeffington and KeyBank National
    Association (filed as Exhibit 10.12 to Pre-Effective
    Amendment No. 1 to Post-Effective Amendment No. 1 to
    the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.14

Reimbursement and Fee Agreement, dated November 20, 2009,
    by and among TNP SRT Moreno Marketplace, LLC, TNP Strategic
    Retail Trust, Inc. and Anthony W. Thompson (filed as
    Exhibit 10.13 to Pre-Effective Amendment No. 1 to
    Post-Effective Amendment No. 1 to the Companys
    Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.15

Revolving Credit Agreement, dated November 12, 2009, by and
    among TNP Strategic Retail Operating Partnership, LP, TNP
    Strategic Retail Trust, Inc. and KeyBank National Association
    (filed as Exhibit 10.14 to Pre-Effective Amendment
    No. 1 to Post-Effective Amendment No. 1 to the
    Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.16

Revolving Credit Note of TNP Strategic Retail Operating
    Partnership, LP, dated November 12, 2009, in favor of
    KeyBank National Association (filed as Exhibit 10.15 to
    Pre-Effective Amendment No. 1 to Post-Effective Amendment
    No. 1 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.17

Guaranty Agreement, dated November 12, 2009, by and among
    TNP Strategic Retail Trust, Inc., Thompson National Properties,
    LLC and Anthony W. Thompson, for the benefit of KeyBank National
    Association (filed as Exhibit 10.16 to Pre-Effective
    Amendment No. 1 to Post-Effective Amendment No. 1 to
    the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference). 14




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##### Table of Contents



10
.18

Pledge and Security Agreement, dated November 12, 2009, by
    and between TNP Strategic Retail Trust, Inc. and KeyBank
    National Association (filed as Exhibit 10.17 to
    Pre-Effective Amendment No. 1 to Post-Effective Amendment
    No. 1 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.19

Pledge and Security Agreement, dated November 12, 2009, by
    and between TNP Strategic Retail Operating Partnership, LP and
    KeyBank National Association (filed as Exhibit 10.18 to
    Pre-Effective Amendment No. 1 to Post-Effective Amendment
    No. 1 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.20

Reimbursement Agreement, dated November 12, 2009, by and
    between TNP Strategic Retail Operating Partnership, LP and
    Anthony W. Thompson (filed as Exhibit 10.19 to
    Pre-Effective Amendment No. 1 to Post-Effective Amendment
    No. 1 to the Companys Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.21

Reimbursement and Fee Agreement, dated November 12, 2009,
    by and between TNP Strategic Retail Operating Partnership, LP
    and Thompson National Properties, LLC (filed as
    Exhibit 10.20 to Pre-Effective Amendment No. 1 to
    Post-Effective Amendment No. 1 to the Companys
    Registration Statement on
    Form S-11
    (No. 333-154975)
    and incorporated herein by reference).10
.22*

Agreement for Purchase and Sale and Joint Escrow Instructions,
    dated July 13, 2009, by and between West Oahu Mall Associates,
    LLC and TNP Acquisitions, LLC.10
.23*

Assignment and Assumption Agreement, dated December 14, 2009, by
    and between TNP Acquisitions, LLC and TNP SRT Waianae Mall, LLC.10
.24*

First Amendment of Agreement of Purchase and Sale and Joint
    Escrow Instructions, dated July 22, 2009, by and among West Oahu
    Mall Associates, LLC, TNP Acquisitions, LLC and Title Guaranty
    Escrow Services, Inc.10
.25*

Second Amendment of Agreement of Purchase and Sale and Joint
    Escrow Instructions, dated August 13, 2009, by and among West
    Oahu Mall Associates, LLC, TNP Acquisitions, LLC and Title
    Guaranty Escrow Services, Inc.10
.26*

Third Amendment of Agreement of Purchase and Sale and Joint
    Escrow Instructions, dated August 31, 2009, by and among West
    Oahu Mall Associates, LLC, TNP Acquisitions, LLC and Title
    Guaranty Escrow Services, Inc.10
.27*

Tenth Amendment of Agreement of Purchase and Sale and Joint
    Escrow Instructions, dated March 10, 2010, by and among West
    Oahu Mall Associates, LLC, TNP SRT Waianae Mall, LLC and Title
    Guaranty Escrow Services, Inc.21
*

Subsidiaries of the Company31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Previously filed with the Annual Report on
    Form 10-K,
    filed on March 31, 2010 15




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Index to
    Consolidated Financial Statements  PageNumberIndex to Consolidated Financial Statements


F-1Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-3Consolidated Statements of Operations for the
    year ended December 31, 2009 and for the Period from
    September 18, 2008 (date of inception) through
    December 31, 2008


F-4Consolidated Statements of Equity for the year
    ended December 31, 2009 and for the Period from
    September 18, 2008 (date of inception) through
    December 31, 2008


F-5Consolidated Statements of Cash Flows for the
    year ended December 31, 2009 and for the Period from
    September 18, 2008 (date of inception) through
    December 31, 2008


F-6Notes to Consolidated Financial Statements


F-7Schedule III  Real Estate Assets
    and Accumulated Depreciation and Amortization


F-22  F-1




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Report of
    Independent Registered Public Accounting Firm                F-2




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TNP
    STRATEGIC RETAIL TRUST, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS  December 31,


December 31,2009


2008ASSETSCash and cash equivalents

$
1,106,000


$
201,000Prepaid expenses and other assets


360,000



Accounts receivable


11,000



1,000Investments in real estateLand


3,080,000



Building and improvements


6,124,000



Tenant improvements


656,000



9,860,000



Accumulated depreciation


(28,000
)


Total investments in real estate, net


9,832,000



Acquired lease intangibles, net


2,617,000



Deferred costsOrganization and offering


1,425,000



Financing fees, net


254,000



Total deferred costs, net


1,679,000



Total

$
15,605,000


$
202,000LIABILITIES AND EQUITYLIABILITIESAccounts payable and accrued expenses

$
326,000


$
Amounts due to affiliates


1,489,000



Other liabilities


12,000



Notes payable


10,490,000



Total liabilities


12,317,000



COMMITMENTS AND CONTINGENCIESEQUITYStockholders equityPreferred stock, $0.01 par value per share;
    50,000,000 shares authorized; none issued and outstanding






Common stock, $0.01 par value per share;
    400,000,000 shares authorized; 524,752 issued and
    outstanding at December 31, 2009, 22,222 issued and
    outstanding at December 31, 2008


5,000



Additional paid-in capital


4,512,000



200,000Accumulated deficit


(1,231,000
)


Total stockholders equity


3,286,000



200,000Noncontrolling interest


2,000



2,000Total equity


3,288,000



202,000TOTAL

$
15,605,000


$
202,000    F-3




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##### Table of Contents



TNP
    STRATEGIC RETAIL TRUST, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS  Period fromSeptember 18,2008(date of inception)Year Ended


throughDecember 31,


December 31,2009


2008Revenue:Rental

$
140,000


$
Other


5,000



145,000



Expense:General and administrative


660,000



Acquisition expenses


408,000



Operating and maintenance


114,000



Depreciation and amortization


46,000



1,228,000



Loss before other income (expenses)


(1,083,000
)


Other income and expense:Interest income


2,000



Interest expense


(119,000
)


Net loss

$
(1,200,000
)

$
Net loss per share  basic and diluted

$
(17.14
)

$
Weighted average number of common shares
    outstanding  basic and diluted


71,478



22,222Distributions declared ($0.11 per share)

$
31,000


$
    F-4




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##### Table of Contents



TNP
    STRATEGIC RETAIL TRUST, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF EQUITY  Number


Par


Additional Paid-In


Accumulated


Stockholders


Non-controllingof Shares


Value


Capital


Deficit


Equity


Interest


Total EquityBALANCE  September 18, 2008 (date of
    inception)





$



$



$



$



$



$
Issuance of common stock


22,222







200,000







200,000







200,000Contributions from non-controlling interest






















2,000



2,000BALANCE  December 31, 2008


22,222







200,000







200,000



2,000



202,000Issuance of common stock


486,815



5,000



4,797,000







4,802,000







4,802,000Offering costs










(542,000
)






(542,000
)






(542,000
)Issuance of vested and non-vested restricted common stock


15,000







135,000







135,000







135,000Deferred stock compensation










(85,000
)






(85,000
)






(85,000
)Issuance of common stock under DRIP


715







7,000







7,000







7,000Distributions














(31,000
)


(31,000
)






(31,000
)Net loss














(1,200,000
)


(1,200,000
)






(1,200,000
)BALANCE  December 31, 2009


524,752


$
5,000


$
4,512,000


$
(1,231,000
)

$
3,286,000


$
2,000


$
3,288,000    F-5




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##### Table of Contents



TNP
    STRATEGIC RETAIL TRUST, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS  Period fromSeptember 18,2008(date of inception)Year Ended


throughDecember 31,


December 31,2009


2008Cash flows from operating activities:Net loss

$
(1,200,000
)

$
Adjustment to reconcile net loss to net cash used in operating
    activities:Amortization of deferred financing costs


39,000



Depreciation and amortization


46,000



Stock based compensation,


50,000



Amortization of above market leases


4,000



Changes in assets and liabilities:Accounts receivable


(10,000
)


(1,000
)Amounts due to affiliates


64,000



Prepaid expenses and other assets


(360,000
)


Accounts payable and accrued expenses


308,000



Other liabilities


12,000



Net cash used in operating activities


(1,047,000
)


(1,000
)Cash flows from investing activities:Investments in real estate


(9,861,000
)


Acquired lease intangibles


(2,639,000
)


Net cash used in investing activities


(12,500,000
)


Cash flows from financing activities:Proceeds from issuance of common stock


4,802,000



200,000Distributions


(6,000
)


Contributions from noncontrolling interests






2,000Payment of offering costs


(542,000
)


Proceeds from notes and loan payables


11,126,000



Repayment of notes and loan payable


(636,000
)


Payment of deferred financing costs


(292,000
)


Net cash provided by financing activities


14,452,000



202,000Net increase in cash


905,000



201,000Cash and cash equivalents  Beginning of the period


201,000



Cash and cash equivalents  End of the period

$
1,106,000


$
201,000Supplemental disclosure of non-cash financing activities:Deferred organization and offering costs due to affiliates

$
1,425,000


$
Issuance of common stock under the DRIP

$
7,000


$
Distributions declared but not paid

$
18,000


$
Cash paid for interest

$
22,000


$
    F-6




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries



Notes to
    Consolidated Financial Statements

December 31,
    2009 and 2008  1.
    Organization    Form S-11
      day-to-day
   F-7




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TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Correction
    of an Immaterial Error
      Aspreviously


AsConsolidated Balance Sheet

reported


correctedTotal liabilities

$
12,447,000


$
12,317,000Total equity

$
3,158,000


$
3,288,000Consolidated Statement of
    OperationsOther expense

$
(130,000
)

$
Net loss

$
(1,330,000
)

$
(1,200,000
)Loss per share  basic and diluted

$
(19.17
)

$
(17.14
)Consolidated Statement of
    EquityNet loss

$
(1,330,000
)

$
(1,200,000
)Accumulated Deficit

$
(1,361,000
)

$
(1,231,000
)Consolidated Statement of Cash
    FlowsCash flows from operating activities:Net loss

$
(1,330,000
)

$
(1,200,000
)Change in other liabilities

$
142,000


$
12,000  F-8




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Consolidation
      Allocation
    of Real Property Purchase Price
      Noncontrolling
    Interest
   F-9




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Real
    Property
        YearsBuildings and improvements


5-45 yearsExterior improvements


10-20 yearsEquipment and fixtures


5-10 years   Revenue
    Recognition
    Valuation
    of Accounts Receivable
    Use of
    Estimates
   F-10




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Organization
    and Offering Costs
    paid-in-capital,
    Income
    Taxes
    Cash
    and Cash Equivalents
    Provisions
    for Impairment
   F-11




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Recent
    Accounting Pronouncements
  810-10,
  No. 2009-05, No. 2009-05, No. 2009-05
  No. 2010-06, No. 2010-06
  3.
    Investments
    in Real Estate  2009
    Property Acquisition
    Moreno
    Property
     F-12




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Land

$
3,080,000Building & improvements


6,124,000Tenant improvements


656,000$
9,860,000Acquired lease intangibles

$
2,640,000$
12,500,000   Minimum
    Future Rents
    2010

$
1,062,0002011


1,064,0002012


1,067,0002013


1,073,0002014


1,055,000Thereafter


14,077,000$
19,398,000   Potential
    Property Acquisition
   F-13




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  4.
    Acquired
    Lease Intangibles, Net    Lease commissions

$
1,169,000Above market leases


247,000Leases in place


1,167,000Marketing costs


57,000$
2,640,000Accumulated amortization


(23,000
)Acquired lease intangibles, net

$
2,617,000       2010

$
181,0002011


181,0002012


181,0002013


181,0002014


164,000Thereafter


1,729,000$
2,617,000   5.
    Deferred
    Costs, Net    Financing fees

$
293,000Accumulated amortization


(39,000
)254,000Organization and offering


1,425,000Deferred costs, net

$
1,679,000       2010

$
214,0002011


40,0002012


2013


2014


Thereafter


$
254,000  F-14




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  6.
    Equity  Common
    Stock
      Preferred
    Stock
    Share
    Redemption Plan
      Distribution
    Reinvestment Plan
    Distributions
   F-15




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    7.
    Debt      2010

$
120,0002011


9,120,0002012


2013


2014


Thereafter


1,250,000$
10,490,000     KeyBank
    Revolving Credit Facility
     F-16




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (2) 30-day
    Moreno
    Property Loan
    Convertible
    Note
   F-17




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    8.
    Related
    Party Arrangements             F-18




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
        9.
    Incentive
    Award Plan       F-19




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedRestricted


AverageCommon


Grant DateStock


Fair ValueBalance  September 18, 2008 (date of inception)





$
Granted






Vested






Balance  December 31, 2008






Granted


15,000



9.00Vested


(5,000
)


9.00Balance  December 31, 2009


10,000


$
9.00   10.
    Subordinated
    Participation Interest    11.
    Tax
    Treatment of Distributions    12.
    Selected
    Quarterly Financial Data (Unaudited)    Quarters Ended:December 31,

September 30,

June 30,

March 31,2009

2009

2009

2009Revenues

$
145,000


$



$



$
Expenses


1,139,000



89,000







Loss before other expense


994,000



89,000







Other expense, net


117,000











Net loss

$
1,111,000


$
89,000


$



$
Loss per share

$
5.24


$
4.01


$



$
Weighted average number of sharesoutstanding


217,640



22,222



22,222



22,222  F-20




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  13.
    Subsequent
    Events  Status
    of Offering
    Distributions
    Declared
   F-21




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##### Table of Contents



SCHEDULE III 
    REAL ESTATE OPERATING PROPERTIES
    AND ACCUMULATED DEPRECIATION
    December 31, 2009  Initial Cost to CompanyBuilding,

Cost

Gross Amount at Which Carried at Close of PeriodImprovements

Capitalized



Building,and

Subsequent to



Improvements



Accumulated

Date of

DateEncumbrances

Land

Fixtures

Acquisition

Land

and Fixtures

Total

Depreciation

Construction

AcquiredMoreno Marketplace


Moreno Valley, CA


$
10,490,000


$
3,080,000


$
6,780,000


$



$
3,080,000


$
6,780,000


$
9,860,000


$
28,000



2008



11/19/2009Total





$
10,490,000


$
3,080,000


$
6,780,000


$



$
3,080,000


$
6,780,000


$
9,860,000


$
28,000    F-22




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##### Table of Contents



SIGNATURES
      By:
    /s/  Wendy
    J. Worcester