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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
    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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##### 





TNP
    STRATEGIC RETAIL TRUST, INC.
  TABLE OF
    CONTENTS
  Special Note Regarding Forward-Looking
    Statements


iPART IItem 1.

Business


1Item 1A.

Risk Factors


4Item 1B.

Unresolved Staff Comments


30Item 2.

Properties


30Item 3.

Legal Proceedings


32Item 4.

Reserved


32PART IIItem 5.

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


32Item 6.

Selected Financial Data


34Item 7.

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


35Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.

Financial Statements and Supplementary Data


46Item 9.

Changes In and Disagreements With Accountants On
    Accounting and Financial Disclosure


46Item 9A(T).

Controls and Procedures


46Item 9B.

Other Information


47PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


47Item 11.

Executive Compensation


51Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


52Item 13.

Certain Relationships and Related Transactions
    and Director Independence


53Item 14.

Principal Accountant Fees and Services


59PART IVItem 15.

Exhibits and Financial Statement Schedules


60EX-10.22EX-10.23EX-10.24EX-10.25EX-10.26EX-10.27EX-21EX-31.1EX-31.2EX-32.1EX-32.2




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Special
    Note Regarding Forward-Looking Statements  Form 10-K
    
    our ability to effectively deploy the proceeds raised in our
    initial public offering;
    changes in economic conditions generally and the real estate and
    debt markets specifically;
    legislative or regulatory changes (including changes to the laws
    governing the taxation of real estate investment trusts, or
    REITs);
    the availability of capital;
    interest rates; and
    changes to generally accepted accounting principles, or GAAP.   i




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PART I  Item 1.
    Business  Overview
    Form S-11
    Item 2-Properties
      (949) 833-8252.
  2009
    Highlights
    
    the SEC declared our registration statement effective on
    August 7, 2009; 1




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
    we achieved the minimum offering amount of $2,000,0000 in
    offering proceeds on November 12, 2009;
    our operating partnership entered into a $15,000,000 revolving
    credit agreement with KeyBank National Association, as
    administrative agent for itself and the other lenders named in
    the credit agreement, on November 12, 2009;
    we acquired our first real estate asset, the Moreno Marketplace,
    a 94,574 square foot commercial retail center located in
    Moreno, California, on November 19, 2009; and
    we raised $5,009,000 in offering proceeds (including $7,000
    through our dividend reinvestment plan) as of December 31,
    2009.  Investment
    Objectives
    
    to preserve, protect and return stockholders capital
    contributions;
    to pay predictable and sustainable cash distributions to
    stockholders; and
    to realize capital appreciation upon the ultimate sale of the
    real estate assets we acquire.  Our
    Portfolio
        Borrowing
    Policies
   2




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Economic
    Dependency
    Competition
   3




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Tax
    Status
    Regulations
    Environmental
    Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, (http://www.sec.gov)
  Item 1A.
    Risk
    Factors    We
    have no prior operating history and there is no assurance that
    we will be able to successfully achieve our investment
    objectives.
   4




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There
    is no public trading market for shares of our common stock and
    we are not required to effectuate a liquidity event by a certain
    date. As a result, it will be difficult for you to sell your
    shares of common stock and, if you are able to sell your shares,
    you are likely to sell them at a substantial
    discount.
    You
    may be more likely to sustain a loss on your investment because
    our sponsor does not have as strong an economic incentive to
    avoid losses as does a sponsor who has made significant equity
    investments in its company.
    Our
    ability to successfully conduct our initial public offering is
    dependent, in part, on the ability of our dealer manager to
    successfully establish, operate and maintain a network of
    broker-dealers.
    Our
    cash distributions are not guaranteed, may fluctuate and may
    constitute a return of capital or taxable gain from the sale or
    exchange of property.
   5




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We may
    suffer from delays in locating suitable investments, which could
    adversely affect the return on your
    investment .
  Form 10-K,
        Investors
    who invest in us at the beginning of our public offering may
    realize a lower rate of return than later
    investors.
   6




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Investors
    who invest later in our public offering may realize a lower rate
    of return than investors who invest earlier in the offering to
    the extent we fund distributions out of sources other than
    operating cash flow.
    We may
    have to make decisions on whether to invest in certain
    properties without detailed information on the
    property.
    Our
    board of directors does not anticipate evaluating a transaction
    providing liquidity for our stockholders until 2015. There can
    be no assurance that we will effect a liquidity event within
    such time or at all. If we do not effect a liquidity event, it
    will be very difficult for you to have liquidity for your
    investment in shares of our common stock.
  and/or
  Payment
    of fees to our advisor and its affiliates reduces cash available
    for investment, which may result in our stockholders not
    receiving a full return of their invested capital.
   7




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If we
    internalize our management functions, your interest in us could
    be diluted and we could incur other significant costs associated
    with being self-managed.
          You
    are limited in your ability to sell your shares of common stock
    pursuant to our share redemption program. You may not be able to
    sell any of your shares of our common stock back to us, and if
    you do sell your shares, you may not receive the price you paid
    upon subscription.
   8




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Payments
    to the holder of the special units may reduce cash available for
    distribution to our stockholders and the value of our shares of
    common stock upon consummation of a liquidity
    event.
    Our
    initial public offering is a fixed price offering. We
    established the fixed offering price of our shares on an
    arbitrary basis and it may not accurately represent the current
    value of our assets at any particular time. Therefore, the
    purchase price you paid for shares of our common stock may be
    higher than the value of our assets per share of our common
    stock at the time of your purchase.
    We
    will not calculate the net asset value per share for our shares
    of common stock until 18 months after completion of our
    offering stage. Therefore, you will not be able to determine the
    true value of your shares on an on-going basis during our
    initial public offering.
    Risks
    Related To Our Business
  Our
    success is dependent on the performance of our sponsor and its
    affiliates.
  day-to-day
 9




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If we
    are delayed or unable to find suitable investments, we may not
    be able to achieve our investment objectives.
    Recent
    events in U.S. financial markets have had, and may continue to
    have, a negative impact on the terms and availability of credit
    in the United States and the state of the national economy
    generally which could have an adverse effect on our business and
    our results of operations.
      We are
    uncertain of our sources for funding our future capital needs.
    If we cannot obtain debt or equity financing on acceptable
    terms, our ability to acquire real properties or other real
    estate-related assets and to expand our operations will be
    adversely affected.
   10




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Risks
    Relating to Our Organizational Structure
  Maryland
    law and our organizational documents limit your right to bring
    claims against our officers and directors.
    The
    limit on the percentage of shares of our common stock that any
    person may own may discourage a takeover or business combination
    that may benefit our stockholders.
    We may
    issue preferred stock or other classes of common stock, which
    issuance could adversely affect the holders of our common stock
    issued pursuant to our initial public offering.
   11




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
    a merger, tender offer or proxy contest;
    the assumption of control by a holder of a large block of our
    securities; and
    the removal of incumbent management.  Our
    UPREIT structure may result in potential conflicts of interest
    with limited partners in our operating partnership whose
    interests may not be aligned with those of our
    stockholders.
      Your
    investment return may be reduced if we are required to register
    as an investment company under the Investment Company Act; if we
    are subject to registration under the Investment Company Act, we
    will not be able to continue our business.
     12




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13




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Risks
    Related To Conflicts of Interest
  You
    will not have the benefit of an independent due diligence review
    in connection with our initial public offering.
    We
    depend on our advisor and its key personnel and if any of such
    key personnel were to cease to be affiliated with our advisor,
    our business could suffer.
    We may
    compete with other TNP affiliates for opportunities to acquire
    or sell investments, which may have an adverse impact on our
    operations.
    The
    time and resources that our advisor and some of its affiliates,
    including our officers and directors, devote to us may be
    diverted, and we may face additional competition due to the fact
    that TNP affiliates are not prohibited from raising money for,
    or managing, another entity that makes the same types of
    investments that we target.
   14




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Our
    advisor and its affiliates, including our officers and some of
    our directors, will face conflicts of interest caused by
    compensation arrangements with us and other TNP affiliates,
    which could result in actions that are not in the best interests
    of our stockholders.
    
    public offerings of equity by us, which allow our dealer manager
    to earn additional dealer manager fees and our advisor to earn
    increased acquisition fees and asset management fees;
    real property sales, since the asset management fees payable to
    our advisor will decrease; and
    the purchase of assets from other TNP affiliates, which may
    allow our advisor or its affiliates to earn additional asset
    management fees and property management fees.    The
    conflicts of interest faced by our officers may cause us not to
    be managed solely in the best interests of our stockholders,
    which may adversely affect our results of operations and the
    value of your investment.
    Our
    advisor may have conflicting fiduciary obligations if we acquire
    assets from its affiliates or enter into joint ventures with its
    affiliates. As a result, in any such transaction we may not have
    the benefit of arms-length negotiations of the type
    normally conducted between unrelated parties.
   15




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The
    fees we pay to affiliates in connection with our initial public
    offering and in connection with the acquisition and management
    of our investments were not determined on an arms-length
    basis; therefore, we do not have the benefit of
    arms-length negotiations of the type normally conducted
    between unrelated parties.
    We may
    purchase real property and other real estate-related assets from
    third parties who have existing or previous business
    relationships with affiliates of our advisor, and, as a result,
    in any such transaction, we may not have the benefit of
    arms-length negotiations of the type normally conducted
    between unrelated parties.
    Risks
    Related To Investments In Real Estate Generally
  Changes
    in national, regional or local economic, demographic or real
    estate market conditions may adversely affect our results of
    operations and returns to our stockholders.
      Changes
    in supply of or demand for similar real properties in a
    particular area may increase the price of real properties we
    seek to purchase and decrease the price of real properties when
    we seek to sell them.
   16




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Our
    operating expenses may increase in the future and, to the extent
    such increases cannot be passed on to tenants, our cash flow and
    our operating results would decrease.
    Increasing
    vacancy rates for certain classes of real estate assets
    resulting from the recent economic downturn and disruption in
    the financial markets could adversely affect the value of assets
    we acquire.
  and/or and/or
  Our
    real properties will be subject to property taxes that may
    increase in the future, which could adversely affect our cash
    flow.
    Uninsured
    losses or premiums for insurance coverage relating to real
    property may adversely affect your returns.
   17




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We
    compete with numerous other parties or entities for real estate
    assets and tenants and may not compete
    successfully.
    Delays
    in the acquisition, development and construction of real
    properties may have adverse effects on our results of operations
    and returns to our stockholders.
  lease-up
  Actions
    of joint venture partners could negatively impact our
    performance.
    
    the possibility that our venture partner or co-tenant in an
    investment might become bankrupt;
    that the venture partner or co-tenant may at any time have
    economic or business interests or goals which are, or which
    become, inconsistent with our business interests or goals;
    that such venture partner or co-tenant may be in a position to
    take action contrary to our instructions or requests or contrary
    to our policies or objectives;
    the possibility that we may incur liabilities as a result of an
    action taken by such venture partner;
    that disputes between us and a venture partner may result in
    litigation or arbitration that would increase our expenses and
    prevent our officers and directors from focusing their time and
    effort on our business; 18




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
    the possibility that if we have a right of first refusal or
    buy/sell right to buy out a co-venturer, co-owner or partner, we
    may be unable to finance such a buy-out if it becomes
    exercisable or we may be required to purchase such interest at a
    time when it would not otherwise be in our best interest to do
    so; or
    the possibility that we may not be able to sell our interest in
    the joint venture if we desire to exit the joint venture.    Costs
    of complying with governmental laws and regulations related to
    environmental protection and human health and safety may be
    high.
      The
    costs associated with complying with the Americans with
    Disabilities Act may reduce the amount of cash available for
    distribution to our stockholders.
   19




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Real
    properties are illiquid investments, and we may be unable to
    adjust our portfolio in response to changes in economic or other
    conditions or sell a property if or when we decide to do
    so.
      Risks
    Associated with Retail Property
  The
    recent economic downturn in the United States has had, and may
    continue to have, an adverse impact on the retail industry
    generally. Slow or negative growth in the retail industry will
    result in defaults by retail tenants which could have an adverse
    impact on our financial operations.
    We
    anticipate that our properties will consist primarily of retail
    properties. Our performance, therefore, is linked to the market
    for retail space generally.
    Our
    retail tenants will face competition from numerous retail
    channels, which may reduce our profitability and ability to pay
    distributions.
   20




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Retail
    conditions may adversely affect our base rent and subsequently,
    our income.
    Our
    revenue will be impacted by the success and economic viability
    of our anchor retail tenants. Our reliance on single or
    significant tenants in certain buildings may decrease our
    ability to lease vacated space and adversely affect the returns
    on your investment.
    The
    bankruptcy or insolvency of a major tenant may adversely impact
    our operations and our ability to pay
    distributions.
    Risks
    Associated with Real Estate-Related Loans and Other Real
    Estate-Related Assets
  Disruptions
    in the financial markets and deteriorating economic conditions
    could adversely impact the commercial mortgage market as well as
    the market for debt-related investments generally, which could
    hinder our ability to implement our business strategy and
    generate returns for our stockholders.
   21




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If we
    make or invest in mortgage loans, our mortgage loans may be
    affected by unfavorable real estate market conditions, which
    could decrease the value of those loans and the return on your
    investment.
    If we
    make or invest in mortgage loans, our mortgage loans will be
    subject to interest rate fluctuations that could reduce our
    returns as compared to market interest rates and reduce the
    value of the mortgage loans in the event we sell them;
    accordingly, the value of your investment would be subject to
    fluctuations in interest rates.
    The
    CMBS and CDOs in which we may invest are subject to several
    types of risks.
       22




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The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    properties.
  loan-to-value
  Risks
    Associated With Debt Financing
  Disruptions
    in the financial markets and deteriorating economic conditions
    could also adversely affect our ability to secure debt financing
    on attractive terms and the values of investments we
    make.
    We
    will incur mortgage indebtedness and other borrowings, which may
    increase our business risks, could hinder our ability to make
    distributions and could decrease the value of your
    investment.
     23




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Instability
    in the debt markets may make it more difficult for us to finance
    or refinance properties, which could reduce the number of
    properties we can acquire and the amount of cash distributions
    we can make to our stockholders.
    Increases
    in interest rates could increase the amount of our debt payments
    and negatively impact our operating results.
    Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to make
    distributions to our stockholders.
    Our
    derivative financial instruments that we may use to hedge
    against interest rate fluctuations may not be successful in
    mitigating our risks associated with interest rates and could
    reduce the overall returns on your investment.
   24




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Federal
    Income Tax Risks
  Failure
    to qualify as a REIT could adversely affect our operations and
    our ability to make distributions.
        To
    qualify as a REIT we must meet annual distribution requirements,
    which may result in us distributing amounts that may otherwise
    be used for our operations.
   25




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Recharacterization
    of sale-leaseback transactions may cause us to lose our REIT
    status.
    You
    may have current tax liability on distributions if you elect to
    reinvest in shares of our common stock.
    Distributions
    payable by REITs do not qualify for the reduced tax rates that
    apply to other corporate distributions.
    Certain
    of our business activities are potentially subject to the
    prohibited transaction tax, which could reduce the return on
    your investment.
   26




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In
    certain circumstances, we may be subject to federal and state
    income taxes as a REIT, which would reduce our cash available
    for distribution to you.
    Distributions
    to tax-exempt investors may be classified as unrelated business
    taxable income.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as unrelated business taxable income; if shares of our
    common stock are predominately held by qualified employee
    pension trusts, we are required to rely on a special
    look-through rule for purposes of meeting one of the REIT share
    ownership tests and we are not operated in a manner to avoid
    treatment of such income or gain as unrelated business taxable
    income;
    part of the income and gain recognized by a tax exempt investor
    with respect to our common stock would constitute unrelated
    business taxable income if the investor incurs debt to acquire
    the common stock; and
    part or all of the income or gain recognized with respect to our
    common stock by social clubs, voluntary employee benefit
    associations, supplemental unemployment benefit trusts and
    qualified group legal services plans which are exempt from
    federal income taxation under Sections 501(c)(7), (9),
    (17) or (20) of the Internal Revenue Code may be
    treated as unrelated business taxable income.  Complying
    with the REIT requirements may cause us to forgo otherwise
    attractive opportunities.
   27




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Complying
    with the REIT requirements may force us to liquidate otherwise
    attractive investments.
    Liquidation
    of assets may jeopardize our REIT status.
    Legislative
    or regulatory action could adversely affect
    investors.
    The
    failure of a mezzanine loan to qualify as a real estate asset
    could adversely affect our ability to qualify as a
    REIT.
  2003-65.
  We may
    be required to pay some taxes due to actions of our taxable REIT
    subsidiary which would reduce our cash available for
    distribution to you.
   28




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Recharacterization
    of transactions under the operating partnerships intended
    private placements could result in a 100% tax on income from
    prohibited transactions, which would diminish our cash
    distributions to our stockholders.
    Foreign
    investors may be subject to FIRPTA on the sale of shares of our
    common stock if we are unable to qualify as a domestically
    controlled REIT.
  non-U.S. holders.
  Retirement
    Plan Risks
  If you
    fail to meet the fiduciary and other standards under ERISA or
    the Internal Revenue Code as a result of an investment in our
    stock, you could be subject to criminal and civil
    penalties.
    
    your investment is consistent with your fiduciary obligations
    under ERISA and the Internal Revenue Code;
    your investment is made in accordance with the documents and
    instruments governing your plan or IRA, including your plan or
    accounts investment policy; 29




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
    your investment satisfies the prudence and diversification
    requirements of Section 404(a)(1)(B) and 404(a)(1)(C) of ERISA
    and other applicable provisions of ERISA
    and/or the
    Internal Revenue Code;
    your investment will not impair the liquidity of the plan or IRA;
    your investment will not produce unrelated business taxable
    income, referred to as UBTI for the plan or IRA;
    you will be able to value the assets of the plan annually in
    accordance with ERISA requirements and applicable provisions of
    the plan or IRA; and
    your investment will not constitute a prohibited transaction
    under Section 406 of ERISA or Section 4975 of the
    Internal Revenue Code.    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Property
    Portfolio
    2009
    Property Acquisition
  Moreno
    Marketplace
     30




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Lease
    Expirations
    Number



Percent of Portfolio

Leased Rentable

Percent of Portfolioof Leases

Annualized

Annualized Base

Square Feet

Rentable SquareYear of Expiration

Expiring

Base Rent

Rent Expiring

Expiring

Feet Expiring(In thousands)(1)2010


















2011


















2012


















2013


















2014


2



69,000



6.1
%


2,083



3.8
%2015


















2016


















2017


















2018


















2019


1



63,000



5.5
%


1,447



2.6
%2020


















Thereafter


3



1,010,000



88.4
%


51,697



93.6
%Total


6



1,142,000



100
%


55,227



100
%     (1)
    
    Annualized base rent represents annualized contractual base
    rental income as of December 31, 2009, adjusted to
    straight-line any future contractual rent increases from the
    time of our acquisition through the balance of the lease term.    Percent of PortfolioAnnualized

Annualized Base

Annualized BaseTenant

Property

Base Rent(1)

Rent

Rent Per Square Feet

Lease Expiration(2)Stater Bros


Moreno


$
774,000



67.7
%

$
17.59



November 2028Wells Fargo


Moreno


$
135,000



11.8
%

$
27.00



November 2023     (1)
    
    Annualized base rent represents annualized contractual base
    rental income as of December 31, 2009, adjusted to
    straight-line any future contractual rent increases from the
    time of our acquisition through the balance of the lease term.(2)
    
    Represents the expiration date of the lease at December 31,
    2009 and does not take into account any tenant renewal options.  Potential
    Property Acquisition
  Waianae
    Mall
   31




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Item 3.
    Legal
    Proceedings    Item 4.
    Reserved PART II  Item 5.
    Market
    for Registrants Common Equity, Related Shareholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
  over-the-counter and/or
   32




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Stockholder
    Information
    Distributions
        Share
    Redemption Program
    Use of
    Offering Proceeds
  Form S-11 No. 333-154975)
 33




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sub-plan
  Item 6.
    Selected
    Financial Data    December 31,

December 31,Selected Financial Data

2009

2008BALANCE SHEET DATA:Total assets

$
15,605,000


$
202,000Total liabilities

$
12,447,000


$
Total equity

$
3,158,000


$
202,000   34




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(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

$
(247,000
)Net loss

$
(1,330,000
)


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),
         35




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Review of
    our Policies
    Critical
    Accounting Policies
  General
    Principles
    of Consolidation
   36




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Allocation
    of Real Property Purchase Price
      Real
    Property
        YearsBuildings and improvements

5-45 yearsExterior improvements

10-20 yearsEquipment and fixtures

5-10 years  37




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##### Table of Contents



Revenue
    Recognition
    Valuation
    of Accounts Receivable
    Organization
    and Offering Costs
    paid-in-capital,
    Income
    Taxes
   38




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##### Table of Contents



Results
    of Operations
      Revenue.
  General and administrative expenses.
  Acquisition expenses.
  Operating and maintenance expenses.
    Depreciation and amortization
    expenses.
  Interest expense.
  Interest income.
 39




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##### Table of Contents



Other expense.
  Net loss.
  Liquidity
    and Capital Resources
          KeyBank
    Revolving Credit Facility
     40




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##### Table of Contents



(2) 30-day
    Moreno
    Property Loan
       41




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##### Table of Contents



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
   42




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##### Table of Contents



Inflation
    REIT
    Compliance
    Distributions
       43




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##### Table of Contents



Funds
    from Operations and Adjusted Funds from Operations
    other-than-temporary
    Acquisition costs:
  Impairment charge:
   44




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##### Table of Contents



Net Loss

$
(1,330,000
)Add:Depreciation and amortization of real estate assets


46,000FFO


(1,284,000
)Add:Acquisition expenses


408,000Adjusted FFO

$
(876,000
)   Off-Balance
    Sheet Arrangements
    New
    Accounting Pronouncements
  810-10,
  No. 2009-05, No. 2009-05, No. 2009-05
  No. 2010-06, No. 2010-06
  Subsequent
    Events
  Status
    of Offering
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   45




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Page F-1 Form 10-K.
  Item 9.
    Changes
    In and Disagreements With Accountants On Accounting and
    Financial Disclosure    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
 46




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##### Table of Contents



Item 9B.
    Other
    Information  Potential
    Property Acquisition
  Waianae
    Mall
     PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  and/or
    Name

Age

PositionAnthony W. Thompson


63


Chairman of the Board and Chief Executive OfficerJack R. Maurer


66


Vice Chairman of the Board and PresidentWendy J. Worcester


47


Chief Financial Officer, Treasurer and SecretaryArthur M. Friedman


74


Independent DirectorJeffrey S. Rogers


41


Independent DirectorRobert N. Ruth


50


Independent Director   Anthony W. Thompson
 47




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Jack R. Maurer
    Wendy J. Worcester start-up
 48




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##### Table of Contents



Arthur M. Friedman
    Jeffrey S. Rogers
   49




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Robert N. Ruth
    Audit
    Committee
    Investment
    Committee
     50




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##### Table of Contents



Code of
    Business Conduct and Ethics
    Item 11.
    Executive
    Compensation  Compensation
    of our Executive Officers
    Compensation
    of our Directors
    Fees Earned or

All OtherName

Paid in Cash(1)

Compensation(2)

TotalAnthony W. Thompson

$



$



$
Jack R. Maurer










Arthur M. Friedman


14,000



45,000



59,000Jeffrey S. Rogers


14,000



45,000



59,000Robert N. Ruth


13,000



45,000



58,000     (1)
    
    The amounts shown in this column include payments for attendance
    at board of director and committee meetings and annual retainers
    and include amounts paid in the form of shares of our stock, as
    our directors may elect to receive their annual retainer in an
    equivalent value of shares of stock.(2)
    
    The amounts shown in this column reflect the aggregate fair
    value computed as of the grant date in accordance with Financial
    Accounting Standards Board Accounting Standards Codification
    Topic 718 (FASB ASC Topic 718).     51




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Number of Securities





Number of Securitiesto be Issued Upon


Weighted-Average


Remaining AvailableExercise of


Exercise Price of


for Future IssuanceOutstanding Options,


Outstanding Options,


Under EquityPlan Category

Warrants and Rights(1)


Warrants and Rights


Compensation PlansEquity compensation plans approved
    by security holders:





$




1,985,000Equity compensation plans not approved by security holders:


N/A



N/A



N/ATotal





$




1,985,000     (1)
    
    On November 12, 2009, we granted 5,000 shares of
    restricted stock to each of our three independent directors
    pursuant to our incentive award plan. One-third of the
    restricted stock, or 1,667 shares, granted to each
    independent director becomes non-forfeitable on the grant date
    and one-third (1/3) of the remaining shares of restricted stock
    become non-forfeitable on each of the first two
    (2) anniversaries of the grant date.      Number of Shares

Percent of AllName of Beneficial Owner(1)

Beneficially Owned

SharesThompson National Properties, LLC(2)


22,222



2.5
%Anthony W. Thompson(2)


22,222



2.5
%David Graham Trust(3)


50,000



5.5
%Arthur M. Friedman


5,000



0.6
%Jeffrey S. Rogers


5,000



0.6
%Robert N. Ruth


5,000



0.6
%Jack R. Maurer


2,778



0.3
%Wendy J. Worcester






All directors and executive officers as a group


40,000



4.4
%     (1)
    
    Under SEC rules, a person is deemed to be a beneficial
    owner of a security if that person has or shares
    voting power, which includes the power to dispose of
    or to direct the disposition of such security. A person also is
    deemed to be a beneficial owner of any securities which that
    person has a right to acquire within 60 days. Under these
    rules, more than one person may be deemed to be a beneficial
    owner of the same securities and a person may be deemed to be a
    beneficial owner of securities as to which he or she has no
    economic or pecuniary interest. 52




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##### Table of Contents



(2)
    
    Mr. Thompson is the managing member of Thompson National
    Properties, LLC and may be deemed to have beneficial ownership
    of the shares beneficially owned by Thompson National
    Properties, LLC.(3)
    
    The trustee is Phillip H. Graham and the trusts
    address is 7107 Heathwood Court, Bethesda, MD, 20817.  Item 13. Certain
    Relationships and Related Transactions and Director
    Independence
    Ownership
    Interests
        Our
    Relationships with our Advisor and our Sponsor
  and/or
  Fees and
    Expense Reimbursements Paid to our Advisor
    
    We pay our advisor an acquisition fee of 2.5% of (1) the
    cost of an investment acquired directly or (2) our
    allocable cost of real property acquired in a joint venture, in
    each case including purchase price, acquisition expenses and any
    debt attributable to such investments. With respect to
    investments in and origination of real estate-related loans, we
    will pay an origination fee to our advisor in lieu of an 53




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##### Table of Contents



acquisition fee. For the year ended December 31, 2009, we
    paid our advisor $202,000 in acquisition fees related to our
    investments.  
    We pay our advisor an origination fee of 2.5% of the amount
    funded by us to acquire or originate real estate-related loans,
    including third party expenses related to such investments and
    any debt we use to fund the acquisition or origination of the
    real estate-related loans. We will not pay an acquisition fee
    with respect to such real estate-related loans. For the year
    ended December 31, 2009, we did not pay our advisor any
    origination fees related to our investments.
    We pay our advisor an annual asset management fee that is
    payable monthly in an amount equal to one-twelfth of 0.6% of the
    sum of the aggregate cost of all assets we own and of our
    investments in joint ventures, including acquisition fees,
    origination fees, acquisition and origination expenses and any
    debt attributable to such investments; provided, however, that
    our advisor will not be paid the asset management fee until our
    funds from operations exceed the lesser of (1) the
    cumulative amount of any distributions declared and payable to
    our stockholders or (2) an amount that is equal to a 10.0%
    cumulative, non-compounded, annual return on invested capital
    for our stockholders. For the year ended December 31, 2009,
    we incurred an asset management fee payable to our advisor of
    $9,000 which is included in amounts due to affiliates.
    We pay our advisor a disposition fee of 50% of a customary and
    competitive real estate sales commission not to exceed 3.0% of
    the contract sales price of each property sold if our advisor or
    its affiliates provides a substantial amount of services, as
    determined by our independent directors, in connection with the
    sale of real property. With respect to a property held in a
    joint venture, the foregoing commission will be reduced to a
    percentage of such amounts reflecting our economic interest in
    the joint venture. For the year ended December 31, 2009, we
    did not pay our advisor any disposition fees.    
    We reimburse our advisor and its affiliates for organization and
    offering expenses which include selling commissions and the
    dealer manager fees we pay to our dealer manager and amounts we
    reimburse our advisor for actual legal, accounting, printing and
    other accountable organization and offering expenses. We will
    not reimburse our advisor or its affiliates for organization and
    offering expenses (excluding selling commissions and dealer
    manager fees) that exceed 3.0% of gross offering proceeds from
    our public offering. For the year ended December 31, 2009,
    we paid our advisor $128,000 for the reimbursement of
    organization and offering expenses. As of December 31,
    2009, our advisor had paid $1,579,000 of organization and
    offering costs on our behalf (of which $122,000 are offering
    expenses that are recorded as a reduction to equity, $32,000 are
    organizational expenses that are recorded in general and
    administrative expense, and $1,425,000 recorded as deferred
    organization and offering costs and in amounts due to affiliates
    as the amount of organization and offering costs has exceeded 3%
    of gross offering proceeds) and $388,000 of other costs incurred
    prior to commencement of operations.
    We reimburse our advisor for the cost of administrative
    services, including personnel costs and our allocable share of
    other overhead of the advisor such as rent and utilities;
    provided, however, that no reimbursement shall be made for costs
    of such personnel to the extent that personnel are used in
    transactions for which our advisor is entitled to an
    acquisition, origination or disposition fee. For the year ended
    December 31, 2009, we paid our advisor $17,500 for
    administrative services.  2%/25%
    Guidelines
   54




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##### Table of Contents



Selling
    Commissions and Fees Paid to our Dealer Manager
    
    We will pay our dealer manager selling commissions of up to 7.0%
    of the gross offering proceeds from the sale of our shares in
    our offering, all of which may be reallowed to participating
    broker-dealers. From August 7, 2009, the date the SEC
    declared our offering effective, through December 31, 2009,
    we incurred selling commissions of $293,000 to our dealer
    manager, of which approximately 99% was reallowed to
    participating broker dealers, net of discounts. 55




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##### Table of Contents




    We will pay our dealer manager a dealer manager fee of 3.0% of
    the gross offering proceeds from the sale of our shares in the
    primary offering, a portion of which may be reallowed to
    participating broker-dealers. From August 7, 2009, the date
    the SEC declared our offering effective, through
    December 31, 2009, we incurred dealer manager fees of
    $127,000 to our dealer manager, of which approximately 50% was
    reallowed to participating broker dealers, net of discounts.
    We will reimburse the dealer manager and participating
    broker-dealers for bona fidedue diligence expenses that
    are included in a detailed and itemized invoice. These due
    diligence expenses will not include legal fees or expenses or
    out-of-pocket expenses incurred in connection with soliciting
    broker-dealers to participate in this offering. We will also
    reimburse our dealer manager for legal fees and expenses,
    travel, food and lodging for employees of the dealer manager,
    sponsor training and education meetings, attendance fees and
    expense reimbursements for broker-dealer sponsored conferences,
    attendance fees and expenses for industry sponsored conferences,
    and informational seminars, subject to the limitations included
    in our dealer manager agreement. From August 7, 2009, the
    date the SEC declared our offering effective, through
    December 31, 2009, we reimbursed our dealer manager for $0
    of such expenses.  Conflict
    Resolution Procedures
    Priority
    Allocation of Investment Opportunities
    Independent
    Directors
    
    the continuation, renewal or enforcement of our agreements with
    our advisor and its affiliates, including the advisory agreement
    and the property management agreement, and the agreement with
    our dealer manager;
    transactions with affiliates, including our directors and
    officers;
    awards under our long-term incentive plan; and
    pursuit of a potential liquidity event. 56




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##### Table of Contents



Compensation
    Involving Our Advisor and its Affiliates
    
    the quality and extent of the services and advice furnished by
    our advisor;
    the amount of fees paid to our advisor in relation to the size,
    composition and performance of our investments;
    the success of our advisor in generating investment
    opportunities that meet our investment objectives;
    rates charged to other externally advised REITs and similar
    investors by advisors performing similar services;
    additional revenues realized by our advisor and its affiliates
    through their relationship with us, whether we pay them or they
    are paid by others with whom we do business;
    the performance of our investments, including income,
    conservation and appreciation of capital, frequency of problem
    investments and competence in dealing with distress
    situations; and
    the quality of our investments relative to the investments
    generated by our advisor for its own account.    Acquisitions,
    Leases and Sales Involving Affiliates
    Mortgage
    Loans Involving Affiliates
   57




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##### Table of Contents



Issuance
    of Options and Warrants to Certain Affiliates
    Repurchase
    of Shares of Common Stock
    Loans
    and Expense Reimbursements Involving Affiliates
      Director
    Independence
    father-in-law, daughter-in-law, sister-in-law
 58




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services  Independent
    Auditors
    2009


2008Percentage of





Percentage ofServices Approved





Services ApprovedFees(1)


by Audit Committee


Fees(2)


by Audit CommitteeAudit fees

$
117,000



100
%

$
27,000



100
%Audit-related fees














Tax fees










11,000



100
%All other fees














Total

$
117,000






$
38,000     (1)
    
    Of the $117,000 in audit fees in 2009, $70,000 relate to
    services performed by KPMG and $47,000 relate to services
    performed by Deloitte.(2)
    
    All audit and tax fees in 2008 relate to services performed by
    Deloitte.    
    Audit fees  These are fees for professional
    services performed for the audit of our annual financial
    statements and the required review of quarterly financial
    statements and other procedures performed by KPMG and Deloitte
    in order for them to be able to form an opinion on our
    consolidated financial statements. These fees also cover
    services that are normally provided by independent auditors in
    connection with statutory and regulatory filings or engagements.
    Audit-related fees  These are fees for
    assurance and related services that traditionally are performed
    by independent auditors that are reasonably related to the
    performance of the audit or review of the financial statements,
    such as due diligence related to acquisitions and dispositions,
    attestation services that are not required by statute or
    regulation, internal control reviews, and consultation
    concerning financial accounting and reporting standards.
    Tax fees  These are fees for all professional
    services performed by professional staff in our independent
    auditors tax division, except those services related to
    the audit of our financial statements. These include fees for
    tax compliance, tax planning, and tax advice, including federal,
    state, and local issues. Services may also include assistance
    with tax audits and appeals before the IRS and similar state and
    local agencies, as well as federal, state, and local tax issues
    related to due diligence.
    All other fees  These are fees for any
    services not included in the above-described categories,
    including assistance with internal audit plans and risk
    assessments. 59




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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). 60




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##### Table of Contents



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).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). 61




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##### Table of Contents



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   SUPPLEMENTAL
    INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
    SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT
    REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE
    ACT.
   62




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Anthony
    W. Thompson         Signature

Title(s)

Date/s/  Anthony
    W. ThompsonAnthony
    W. Thompson

Chairman of the Board and Chief Executive Officer (Principal
    Executive Officer)

March 31, 2010/s/  Jack
    R. MaurerJack
    R. Maurer

Vice Chairman of the Board and President

March 31, 2010/s/  Wendy
    J. WorcesterWendy
    J. Worcester

Chief Financial Officer, Treasurer and Secretary (Principal
    Financial and Accounting Officer)

March 31, 2010/s/  Arthur
    M. FriedmanArthur
    M. Friedman

Director

March 31, 2010/s/  Jeffrey
    S. RogersJeffrey
    S. Rogers

Director

March 29, 2010/s/  Robert
    N. RuthRobert
    N. Ruth

Director

March 29, 2010




---



##### Table of Contents



EXHIBIT INDEX
  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).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 19, 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).




---



##### Table of Contents



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).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.




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             F-2




---



##### Table of Contents



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


142,000



Notes payable


10,490,000



Total liabilities


12,447,000



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


(1,361,000
)


Total stockholders equity


3,156,000



200,000Noncontrolling interest


2,000



2,000Total equity


3,158,000



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
)


Other expense


(130,000
)


Net loss

$
(1,330,000
)

$
Net loss per share  basic and diluted

$
(19.17
)

$
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














(1,330,000
)


(1,330,000
)






(1,330,000
)BALANCE  December 31, 2009


524,752


$
5,000


$
4,512,000


$
(1,361,000
)

$
3,156,000


$
2,000


$
3,158,000    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

$
(1,330,000
)

$
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


142,000



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




---



##### 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
   F-8




---



##### Table of Contents



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


5-45 yearsExterior improvements


10-20 yearsEquipment and fixtures


5-10 years   Revenue
    Recognition
   F-9




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Valuation
    of Accounts Receivable
    Use of
    Estimates
    Organization
    and Offering Costs
    paid-in-capital,
    Income
    Taxes
   F-10




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Cash
    and Cash Equivalents
    Provisions
    for Impairment
      Recent
    Accounting Pronouncements
  810-10,
  No. 2009-05, No. 2009-05, No. 2009-05
  No. 2010-06, No. 2010-06
 F-11




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   3.
    Investments
    in Real Estate  2009
    Property Acquisition
    Moreno
    Property
        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  F-12




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Potential
    Property Acquisition
    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  F-13




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
   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   6.
    Equity  Common
    Stock
      Preferred
    Stock
    Share
    Redemption Plan
   F-14




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##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Distribution
    Reinvestment Plan
    Distributions
      7.
    Debt   F-15




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##### Table of Contents



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

$
120,0002011


9,120,0002012


2013


2014


Thereafter


1,250,000$
10,490,000     KeyBank
    Revolving Credit Facility
        (2) 30-day
 F-16




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Moreno
    Property Loan
    Convertible
    Note
      8.
    Related
    Party Arrangements     F-17




---



##### Table of Contents



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




---



##### 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


247,000











Net loss

$
1,241,000


$
89,000


$



$
Loss per share

$
5.93


$
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.
    Fair
    Value of Financial Instruments    14.
    Subsequent
    Events  Status
    of Offering
    Distributions
    Declared
   F-21




---



##### Table of Contents



TNP
    Strategic Retail Trust, Inc. and Subsidiaries
  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 Vally, 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