##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission
File Number: 000-53644

Strategic Storage Trust, Inc.

(Exact name of Registrant as specified in its charter)



|                                                              |  |                                  
|------------------------------------------------------------- |  | ---------------------------------
|Maryland                                                      |  | 32-0211624                       
|(State or other jurisdiction ofincorporation or organization) |  | (IRS Employer Identification No.)

111 Corporate Drive, Suite 120, Ladera Ranch, California 92694

(Address of principal executive offices)

(877) 327-3485

(Registrants telephone number)

N/A

(Former name, former address and former fiscal year, if changed since
last report)

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

The registrants registration statement on Form S-11, as amended (SEC File No. 333-146959), was declared effective March 17, 2008. The registrant has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act since that date.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one)



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x |  | Smaller reporting company   ̈

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

State the number of shares outstanding of each of the issuers classes of common stock, as of May 8, 2009: 4,037,252 shares, $0.001 par value per share.









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FORM 10-Q

STRATEGIC STORAGE TRUST, INC.

TABLE OF CONTENTS



|         |  |                                                                                                      |  |   
|-------- |  | ---------------------------------------------------------------------------------------------------- |  | --
|         |  | PageNo.                                                                                             
|         |  |                                                                                                     
|PART I.  |  | FINANCIAL INFORMATION                                                                                |  |   
|         |  |                                                                                                     
|         |  | Cautionary Note Regarding Forward-Looking Statements                                                 |  | 3 
|         |  |                                                                                                     
|Item 1.  |  | Financial Statements:                                                                                |  | 4 
|         |  |                                                                                                     
|         |  | Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008 (unaudited)       |  | 5 
|         |  |                                                                                                     
|         |  | Consolidated Statements of Operations for the Three Months ended March 31, 2009 and 2008
(unaudited) |  | 6 
|         |  |                                                                                                     
|         |  | Consolidated Statement of Stockholders Equity for the Three Months ended March 31, 2009
(unaudited) |  | 7 
|         |  |                                                                                                     
|         |  | Consolidated Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008
(unaudited) |  | 8 
|         |  |                                                                                                     
|         |  | Notes to Consolidated Financial Statements (unaudited)                                               |  | 9 
|         |  |                                                                                                     
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 22
|         |  |                                                                                                     
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 28
|         |  |                                                                                                     
|Item 4T. |  | Controls and Procedures                                                                              |  | 29
|         |  |                                                                                                     
|PART II. |  | OTHER INFORMATION                                                                                    |  |   
|         |  |                                                                                                     
|Item 1.  |  | Legal Proceedings                                                                                    |  | 30
|         |  |                                                                                                     
|Item 1A. |  | Risk Factors                                                                                         |  | 30
|         |  |                                                                                                     
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                          |  | 30
|         |  |                                                                                                     
|Item 3.  |  | Defaults Upon Senior Securities                                                                      |  | 30
|         |  |                                                                                                     
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                  |  | 30
|         |  |                                                                                                     
|Item 5.  |  | Other Information                                                                                    |  | 30
|         |  |                                                                                                     
|Item 6.  |  | Exhibits                                                                                             |  | 30



2



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Strategic Storage Trust, Inc., other than historical facts, may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). We intend for all
such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements
include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or
anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may,
will, expect, intend, anticipate, estimate, believe, continue, or other similar words. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We cannot guarantee the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly
update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such
forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are
difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations and provide
distributions to stockholders, and our ability to find suitable investment properties, may be significantly hindered. See the risk factors identified in the Risk Factors section of our 2008 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.



3



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PART I. FINANCIAL INFORMATION



|ITEM 1. | CONSOLIDATED FINANCIAL STATEMENTS
|------- | ---------------------------------

The information
furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, stockholders equity, and cash flows reflects all adjustments that are, in managements opinion, necessary for a fair and
consistent presentation of the aforementioned financial statements.

The accompanying financial statements should be read in conjunction
with the notes to our financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations included in this report on Form 10-Q. Our results of operations for the three months ended March 31, 2009
are not necessarily indicative of the operating results expected for the full year.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                                                           |  | March 31,2009 |            |   | December 31,2008 |  
|ASSETS                                                                                                                                                                     |  |               |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                                                                  |  | $             | 7,488,695  |   |                  | $ | 2,614,632  |  
|Real estate facilities:                                                                                                                                                    |  |               |            |   |                  |   |            |  
|Land                                                                                                                                                                       |  |               | 5,282,365  |   |                  |   | 3,512,365  |  
|Buildings                                                                                                                                                                  |  |               | 17,770,773 |   |                  |   | 10,474,575 |  
|Site Improvements                                                                                                                                                          |  |               | 2,023,128  |   |                  |   | 1,179,784  |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|                                                                                                                                                                           |  |               | 25,076,266 |   |                  |   | 15,166,724 |  
|Accumulated depreciation                                                                                                                                                   |  |               | (240,954   | ) |                  |   | (89,516    | )
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|                                                                                                                                                                           |  |               | 24,835,312 |   |                  |   | 15,077,208 |  
|Escrow receivable                                                                                                                                                          |  |               | 721,820    |   |                  |   | 809,214    |  
|Prepaid expenses                                                                                                                                                           |  |               | 194,705    |   |                  |   | 390,627    |  
|Deferred financing costs, net of accumulated amortization                                                                                                                  |  |               | 206,974    |   |                  |   | 77,374     |  
|Intangible assets, net of accumulated amortization                                                                                                                         |  |               | 577,453    |   |                  |   | 728,354    |  
|Restricted cash                                                                                                                                                            |  |               | 126,019    |   |                  |   |           |  
|Other assets                                                                                                                                                               |  |               | 152,184    |   |                  |   | 122,574    |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Total assets                                                                                                                                                               |  | $             | 34,303,162 |   |                  | $ | 19,819,983 |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |               |            |   |                  |   |            |  
|Secured promissory notes                                                                                                                                                   |  | $             | 9,475,000  |   |                  | $ | 4,000,000  |  
|Accounts payable and accrued liabilities                                                                                                                                   |  |               | 648,048    |   |                  |   | 247,199    |  
|Due to affiliates                                                                                                                                                          |  |               | 1,217,095  |   |                  |   | 1,172,014  |  
|Distributions payable                                                                                                                                                      |  |               | 185,763    |   |                  |   | 113,306    |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Total liabilities                                                                                                                                                          |  |               | 11,525,906 |   |                  |   | 5,532,519  |  
|Commitments and contingencies (Note 6)                                                                                                                                     |  |               |            |   |                  |   |            |  
|Stockholders equity:                                                                                                                                                      |  |               |            |   |                  |   |            |  
|Strategic Storage Trust, Inc. stockholders equity:                                                                                                                        |  |               |            |   |                  |   |            |  
|Common stock, $0.001 par value; 700,000,000 shares authorized; 3,267,012 and 2,080,559 shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively |  |               | 3,267      |   |                  |   | 2,081      |  
|Additional paid-in capital                                                                                                                                                 |  |               | 26,278,948 |   |                  |   | 16,108,127 |  
|Distributions                                                                                                                                                              |  |               | (871,302   | ) |                  |   | (419,171   | )
|Accumulated deficit                                                                                                                                                        |  |               | (2,721,354 | ) |                  |   | (1,504,293 | )
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Total Strategic Storage Trust, Inc. stockholders equity                                                                                                                   |  |               | 22,689,559 |   |                  |   | 14,186,744 |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Noncontrolling interest                                                                                                                                                    |  |               | 87,697     |   |                  |   | 100,720    |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Total stockholders equity                                                                                                                                                 |  |               | 22,777,256 |   |                  |   | 14,287,464 |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  
|Total liabilities and stockholders equity                                                                                                                                 |  | $             | 34,303,162 |   |                  | $ | 19,819,983 |  
|                                                                                                                                                                           |  |               |            |   |                  |   |            |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                    |  |                                 |            |   |                                 |   |        |  
|------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | ------ | -
|                                                                    |  | Three monthsended March 31,2009 |            |   | Three monthsended March 31,2008 |  
|Revenues:                                                           |  |                                 |            |   |                                 |   |        |  
|Self storage rental income                                          |  | $                               | 576,691    |   |                                 | $ |       |  
|Ancillary operating income                                          |  |                                 | 5,745      |   |                                 |   |       |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Total revenues                                                      |  |                                 | 582,436    |   |                                 |   |       |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Operating expenses:                                                 |  |                                 |            |   |                                 |   |        |  
|Property operating expenses                                         |  |                                 | 220,788    |   |                                 |   |       |  
|Property operating expenses - affiliates                            |  |                                 | 101,647    |   |                                 |   |       |  
|General and administrative                                          |  |                                 | 436,544    |   |                                 |   |       |  
|Depreciation                                                        |  |                                 | 162,449    |   |                                 |   |       |  
|Intangible amortization expense                                     |  |                                 | 150,901    |   |                                 |   |       |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Total operating expenses                                            |  |                                 | 1,072,329  |   |                                 |   |       |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Operating loss                                                      |  |                                 | (489,893   | ) |                                 |   |       |  
|Other income (expense):                                             |  |                                 |            |   |                                 |   |        |  
|Interest expense                                                    |  |                                 | (147,748   | ) |                                 |   |       |  
|Deferred financing amortization expense                             |  |                                 | (81,112    | ) |                                 |   |       |  
|Interest income                                                     |  |                                 | 326        |   |                                 |   | 3,248  |  
|Other                                                               |  |                                 | (508,205   | ) |                                 |   |       |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Net income (loss)                                                   |  |                                 | (1,226,632 | ) |                                 |   | 3,248  |  
|Less: Net (income) loss attributable to the noncontrolling interest |  |                                 | 9,571      |   |                                 |   | (3,216 | )
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Net income (loss) attributable to Strategic Storage Trust, Inc.     |  | $                               | (1,217,061 | ) |                                 | $ | 32     |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Net income (loss) per share  basic                                 |  | $                               | (0.46      | ) |                                 | $ | 0.32   |  
|Net income (loss) per share  diluted                               |  | $                               | (0.46      | ) |                                 | $ | 0.32   |  
|                                                                    |  |                                 |            |   |                                 |   |        |  
|Weighted average shares outstanding - basic                         |  |                                 | 2,617,549  |   |                                 |   | 100    |  
|Weighted average shares outstanding - diluted                       |  |                                 | 2,620,716  |   |                                 |   | 100    |  
|                                                                    |  |                                 |            |   |                                 |   |        |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Unaudited)



|                                                      |  |                                            |  |                      |                        |                          |   |            |               |  |   |                    |   |  |   |            |   |  |   |         |   |  |   |            |  
|----------------------------------------------------- |  | ------------------------------------------ |  | -------------------- | ---------------------- | ------------------------ | - | ---------- | ------------- |  | - | ------------------ | - |  | - | ---------- | - |  | - | ------- | - |  | - | ---------- | -
|                                                      |  | Strategic Storage Trust, Inc. Stockholders |  |                      | NoncontrollingInterest |                          |   | Total      |              
|                                                      |  | NumberofShares                             |  | CommonStockPar Value |                        | AdditionalPaid-inCapital |   |            | Distributions |  |   | AccumulatedDeficit |   |  |  
|Balance as of December 31, 2008                       |  | 2,080,559                                  |  | $                    | 2,081                  |                          | $ | 16,108,127 |               |  | $ | (419,171           | ) |  | $ | (1,504,293 | ) |  | $ | 100,720 |   |  | $ | 14,287,464 |  
|Gross proceeds from issuance of common stock          |  | 1,168,788                                  |  |                      | 1,169                  |                          |   | 11,452,886 |               |  |   |                   |   |  |   |           |   |  |   |        |   |  |   | 11,454,055 |  
|Issuance of restricted stock                          |  | 1,250                                      |  |                      | 1                      |                          |   | 12,499     |               |  |   |                   |   |  |   |           |   |  |   |        |   |  |   | 12,500     |  
|Offering costs                                        |  |                                           |  |                      |                       |                          |   | (1,450,491 | )             |  |   |                   |   |  |   |           |   |  |   |        |   |  |   | (1,450,491 | )
|Distributions                                         |  |                                           |  |                      |                       |                          |   |           |               |  |   | (452,131           | ) |  |   |           |   |  |   |        |   |  |   | (452,131   | )
|Distributions for noncontrolling interest             |  |                                           |  |                      |                       |                          |   |           |               |  |   |                   |   |  |   |           |   |  |   | (3,452  | ) |  |   | (3,452     | )
|Issuance of shares for distribution reinvestment plan |  | 16,415                                     |  |                      | 16                     |                          |   | 155,927    |               |  |   |                   |   |  |   |           |   |  |   |        |   |  |   | 155,943    |  
|Net loss                                              |  |                                           |  |                      |                       |                          |   |           |               |  |   |                   |   |  |   | (1,217,061 | ) |  |   | (9,571  | ) |  |   | (1,226,632 | )
|                                                      |  |                                            |  |                      |                        |                          |   |            |               |  |   |                    |   |  |   |            |   |  |   |         |   |  |   |            |  
|Balance as of March 31, 2009                          |  | 3,267,012                                  |  | $                    | 3,267                  |                          | $ | 26,278,948 |               |  | $ | (871,302           | ) |  | $ | (2,721,354 | ) |  | $ | 87,697  |   |  | $ | 22,777,256 |  
|                                                      |  |                                            |  |                      |                        |                          |   |            |               |  |   |                    |   |  |   |            |   |  |   |         |   |  |   |            |  

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                               |  |                                 |            |   |                                 |   |        
|---------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------- | - | -------
|                                                                                               |  | Three monthsended March 31,2009 |            |   | Three monthsended March 31,2008
|Cash flows from operating activities:                                                          |  |                                 |            |   |                                 |   |        
|Net income (loss) attributable to Strategic Storage Trust, Inc.                                |  | $                               | (1,217,061 | ) |                                 | $ | 32     
|Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: |  |                                 |            |   |                                 |   |        
|Depreciation and amortization expense                                                          |  |                                 | 394,463    |   |                                 |   |       
|Expense related to issuance of restricted stock                                                |  |                                 | 12,500     |   |                                 |   |       
|Net income (loss) attributable to noncontrolling interest                                      |  |                                 | (9,571     | ) |                                 |   | 3,216  
|Increase (decrease) in cash from changes in assets and liabilities:                            |  |                                 |            |   |                                 |   |        
|Prepaid expenses                                                                               |  |                                 | 195,922    |   |                                 |   |       
|Other assets                                                                                   |  |                                 | (40,621    | ) |                                 |   |       
|Accounts payable and accrued liabilities                                                       |  |                                 | 400,849    |   |                                 |   |       
|Due to affiliates                                                                              |  |                                 | 24,192     |   |                                 |   |       
|                                                                                               |  |                                 |            |   |                                 |   |        
|Net cash provided by (used in) operating activities                                            |  |                                 | (239,327   | ) |                                 |   | 3,248  
|                                                                                               |  |                                 |            |   |                                 |   |        
|Cash flows from investing activities                                                           |  |                                 |            |   |                                 |   |        
|Purchase of real estate facilities                                                             |  |                                 | (5,400,000 | ) |                                 |   |       
|Additions to real estate facilities                                                            |  |                                 | (9,542     | ) |                                 |   |       
|Change in restricted cash                                                                      |  |                                 | (126,019   | ) |                                 |   |       
|                                                                                               |  |                                 |            |   |                                 |   |        
|Net cash flows used in investing activities                                                    |  |                                 | (5,535,561 | ) |                                 |   |       
|                                                                                               |  |                                 |            |   |                                 |   |        
|Cash flows from financing activities:                                                          |  |                                 |            |   |                                 |   |        
|Payments on secured promissory note                                                            |  |                                 | (4,000,000 | ) |                                 |   |       
|Proceeds from issuance of secured promissory note                                              |  |                                 | 4,975,000  |   |                                 |   |       
|Deferred financing costs                                                                       |  |                                 | (210,713   | ) |                                 |   |       
|Gross proceeds from issuance of common stock                                                   |  |                                 | 11,454,055 |   |                                 |   |       
|Offering costs                                                                                 |  |                                 | (1,450,491 | ) |                                 |   |       
|Escrow receivable                                                                              |  |                                 | 87,394     |   |                                 |   |       
|Due to affiliates                                                                              |  |                                 | 20,889     |   |                                 |   |       
|Distributions paid                                                                             |  |                                 | (223,731   | ) |                                 |   |       
|Distributions paid to noncontrolling interest                                                  |  |                                 | (3,452     | ) |                                 |   |       
|                                                                                               |  |                                 |            |   |                                 |   |        
|Net cash flows provided by financing activities                                                |  |                                 | 10,648,951 |   |                                 |   |       
|                                                                                               |  |                                 |            |   |                                 |   |        
|Increase in cash and cash equivalents                                                          |  |                                 | 4,874,063  |   |                                 |   | 3,248  
|Cash and cash equivalents, beginning of period                                                 |  |                                 | 2,614,632  |   |                                 |   | 201,000
|                                                                                               |  |                                 |            |   |                                 |   |        
|Cash and cash equivalents, end of period                                                       |  | $                               | 7,488,695  |   |                                 | $ | 204,248
|                                                                                               |  |                                 |            |   |                                 |   |        
|Supplemental disclosures of non-cash transactions:                                             |  |                                 |            |   |                                 |   |        
|Cash paid for interest                                                                         |  | $                               | 147,748    |   |                                 | $ |       
|Distributions payable                                                                          |  | $                               | 185,763    |   |                                 | $ |       
|Issuance of shares for distribution reinvestment plan                                          |  | $                               | 155,943    |   |                                 | $ |       
|Seller notes payable issued in connection with purchase of real estate facilities              |  | $                               | 4,500,000  |   |                                 | $ |       

See notes to consolidated financial statements.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)



Note 1. Organization

Strategic Storage Trust, Inc., a Maryland corporation (the Company), was formed on August 14, 2007 under the Maryland General Corporation Law for the purpose of engaging in the business of investing
in self storage facilities. The Company is newly formed and is subject to the general risks associated with a start-up enterprise, including the risk of business failure. The Companys year end is December 31. As used in this report,
we us and our refer to Strategic Storage Trust, Inc.

Strategic Capital Holdings, LLC (formerly known
as U.S. Commercial LLC), a Virginia limited liability company, is the sponsor of our initial public offering. Our sponsor was formed on July 21, 2004 to engage in private structured offerings of limited partnerships and other entities with
respect to the acquisition, management and disposition of commercial real estate assets. Our sponsor owns a majority of Strategic Storage Holdings, LLC, which is the sole member of our advisor and our property manager.

Our advisor is Strategic Storage Advisor, LLC, a Delaware limited liability company (our Advisor) which was formed on August 13, 2007.
Our Advisor is responsible for managing our affairs on a day-to-day basis and identifying and making acquisitions and investments on our behalf under the terms of an advisory agreement we have with our Advisor (our Advisory Agreement).
Some of the officers of our Advisor are also officers of our sponsor.

On August 24, 2007, our Advisor purchased 100 shares of common
stock for $1,000 and became our initial stockholder. Our Articles of Amendment and Restatement authorize 700,000,000 shares of common stock with a par value of $.001 and 200,000,000 shares of preferred stock with a par value of $.001. We are
currently offering a maximum of 110,000,000 shares of common stock, consisting of 100,000,000 shares for sale to the public (the Primary Offering) and 10,000,000 shares for sale pursuant to our distribution reinvestment plan
(collectively, the Offering).

On March 17, 2008, the Securities and Exchange Commission (SEC) declared our
registration statement effective. On May 22, 2008, we satisfied the minimum offering requirements of the Primary Offering and commenced formal operations. As of March 31, 2009, we had issued approximately 3.3 million shares of our
common stock for gross proceeds of approximately $32.4 million.

Our dealer manager, U.S. Select Securities LLC, is one of our affiliates.
Our dealer manager is responsible for marketing our shares being offered pursuant to the Offering. We intend to invest the net proceeds from the Offering primarily in self storage facilities and related self storage real estate investments. On
September 25, 2008, we acquired our first two self storage facilities, on December 19, 2008, we acquired our third self storage facility and on February 12, 2009, we acquired three additional self storage facilities, bringing our
total self storage facilities to six as of March 31, 2009 (See Note 3).

Our property manager is Strategic Storage Property
Management, LLC, a Delaware limited liability company, which was formed in August 2007 to manage our properties. Our property manager will derive substantially all of its income from the property management services it will perform for us.

Our operating partnership, Strategic Storage Operating Partnership, L.P., a Delaware limited partnership (our Operating
Partnership), was formed on August 14, 2007. On August 24, 2007, our Advisor purchased a limited partnership interest in our Operating Partnership for $200,000 and on August 24, 2007, we contributed the initial $1,000 capital
contribution we received to our Operating Partnership in exchange for the general partner interest. Our Operating Partnership will own, directly or indirectly through one or more special purpose entities, all of the self storage properties that we
acquire. We will conduct certain activities (such as selling packing supplies and locks and renting trucks or other moving equipment) through our taxable REIT subsidiary, Strategic Storage TRS, Inc., a Delaware corporation (the TRS)
formed on August 15, 2007, which is a wholly owned subsidiary of our Operating Partnership.



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As we accept subscriptions for shares of our common stock, we transfer substantially all of the net
proceeds of the Offering to our Operating Partnership as a capital contribution in exchange for additional units of interest in the Operating Partnership. However, we are deemed to have made capital contributions in the amount of the gross offering
proceeds received from investors and the Operating Partnership is deemed to have simultaneously paid the sales commissions and other costs associated with the Offering. In addition, our Operating Partnership is structured to make distributions with
respect to limited partnership units that will be equivalent to the distributions made to holders of our common stock. Finally, a limited partner in our Operating Partnership may later exchange his or her limited partnership units in our Operating
Partnership for shares of our common stock at any time after one year following the date of issuance of their limited partnership units, subject to certain restrictions as outlined in the limited partnership agreement. We are the sole general
partner of our Operating Partnership and our Advisor is currently the only limited partner of our Operating Partnership. Our Advisor is prohibited from exchanging or otherwise transferring its limited partnership units so long as it is acting as our
Advisor pursuant to our Advisory Agreement.

Note 2. Summary of Significant Accounting Policies

The accompanying interim financial statements have been prepared by our management in accordance with accounting principles generally accepted in the
United States of America (GAAP) and in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and
regulations. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying financial statements reflect all adjustments, which are, in the
opinion of our management, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Operating results for the three months ended March 31, 2009,
are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

Principles of
Consolidation

Our financial statements and the financial statements of our Operating Partnership, including its wholly owned
subsidiaries, are consolidated in the accompanying consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The
preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid investments that are readily convertible to cash with a maturity of three
months or less at the time of purchase to be cash equivalents.



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As of March 31, 2009, the Companys account balances were fully insured by the Federal
Deposit Insurance Corporation.

Restricted Cash

Restricted cash consists of impound reserve accounts for property taxes, insurance and capital improvements in connection with the requirements of one of our loan agreements.

Real Estate Purchase Price Allocation

As of January 1, 2009, we account for our acquisitions in accordance with Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standard No. 141(R), Business Combinations
(SFAS 141R). Upon acquisition of a property, we allocate the purchase price of the property to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair values. Acquisitions of portfolios of
facilities are allocated to the individual facilities based upon an income approach or a cash flow analysis using appropriate risk adjusted capitalization rates which take into account the relative size, age, and location of the individual facility
along with current and projected occupancy and rental rate levels or appraised values, if available. Allocations to the individual assets and liabilities are based upon comparable market sales information for land and estimates of depreciated
replacement cost of equipment, building and site improvements. In allocating the purchase price, we determine whether the acquisition includes intangible assets or liabilities. Substantially all of the leases in place at acquired properties are at
market rates, as the majority of the leases are month-to-month contracts. Accordingly, to date we have not allocated any portion of the purchase price to above or below market leases. We also consider whether in-place, at market leases represent an
intangible asset. The Company recorded $877,089 in intangible assets to recognize the value of in-place leases related to its acquisitions in 2008. Additionally, we do not expect, nor to date have we, recorded intangible assets for the value of
tenant relationships because we will not have concentrations of significant tenants and the average tenant turnover is fairly frequent. Under SFAS 141R acquisition related transaction costs are required to be expensed as incurred compared to the
prior practice of capitalizing such costs and amortizing them over the estimated useful life of the assets acquired. During the three months ended March 31, 2009, we expensed approximately $508,000 of acquisition related transaction costs.

Evaluation of Possible Impairment of Real Property Assets

Management will continually monitor events and changes in circumstances that could indicate that the carrying amounts of our real estate assets, including
those held through joint ventures may not be recoverable. When indicators of potential impairment are present that indicate that the carrying amounts of real estate assets may not be recoverable, we will assess the recoverability of the real estate
assets by determining whether the carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition. In the event that such expected
undiscounted future cash flows do not exceed the carrying value, we will adjust the real estate assets to the fair value and recognize an impairment loss. As of March 31, 2009, no impairment losses have been recognized.

Consolidation Considerations for our Investments in Joint Ventures

The FASB issued Interpretation No. 46 (FIN 46R) (revised December 2003), Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51 (ARB 51), which



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addresses how a business enterprise should evaluate whether it has a controlling interest in an entity through means other than voting rights and accordingly
should consolidate the entity. Before concluding that it is appropriate to apply the ARB 51 voting interest consolidation model to an entity, an enterprise must first determine that the entity is not a variable interest entity. We will evaluate, as
appropriate, our interests, if any, in joint ventures and other arrangements to determine if consolidation is appropriate. As of March 31, 2009 and December 31, 2008, we have not invested in any unconsolidated joint ventures.

Revenue Recognition

Management believes that all of our leases are operating leases. Rental income is recognized in accordance with the terms of the leases, which generally are month-to-month. Revenues from any long-term operating leases will be recognized on
a straight-line basis over the term of the lease. The excess of rents received over amounts contractually due pursuant to the underlying leases is included in accounts payable and accrued liabilities in our consolidated balance sheets and
contractually due but unpaid rents is included in other assets.

Allowance for Doubtful Accounts

Tenant accounts receivable are reported net of an allowance for doubtful accounts. Managements estimate of the allowance is based upon a review of
the current status of tenant accounts receivable. It is reasonably possible that managements estimate of the allowance will change in the future.

Depreciation of Real Property Assets

Our management is required to make subjective
assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives.

Depreciation of our real property assets is charged to expense on a straight-line basis over the estimated useful lives as follows:



|                  |  |                          
|----------------- |  | -------------------------
|Description       |  | Standard Depreciable Life
|Land              |  | Not Depreciated          
|Buildings         |  | 30 to 35 years           
|Site Improvements |  | 7 to 10 Years            

Corporate assets, consisting primarily of furniture, fixtures and equipment are depreciated on a
straight-line basis over the estimated useful lives ranging from 3 to 5 years, and are included in other assets on our consolidated balance sheets.

Intangible Assets

The Company has allocated a portion of its real estate purchase price to in-place leases. The
Company is amortizing in-place leases on a straightline basis over 17 to 22 months (the estimated future benefit period). At March 31, 2009 and December 31, 2008, the purchase price allocated to in-place leases was $877,089.
Amortization expense of in-place leases was $150,901 and none for the three months ended March 31, 2009 and 2008, respectively.



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Amortization of Deferred Financing Costs

Costs incurred in connection with obtaining financing are deferred and amortized on a straight-line basis over the term of the related loan, which is not
materially different than the effective interest method. Amortization expense of deferred financing costs was $81,112 and none for the three months ended March 31, 2009 and 2008, respectively.

Organizational and Offering Costs

Our Advisor will fund organization and offering costs on our behalf. We are required to reimburse our Advisor for such organization and offering costs; provided, however, our Advisor must reimburse us within 60 days after the end of
the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Such
costs will be recognized as a liability when we have a present responsibility to reimburse our Advisor, which is defined in our Advisory Agreement as the date we satisfied the minimum offering requirements of the Primary Offering (which occurred on
May 22, 2008). If at any point in time we determine that the total organization and offering costs are expected to exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering, we will recognize such excess as a
capital contribution from our Advisor. As of March 31, 2009, we do not believe total organization and offering costs will exceed 3.5% of the gross proceeds anticipated to be received from the Primary Offering. Offering costs are recorded as an
offset to additional paid-in capital, and organization costs are recorded as an expense.

Accounting for Equity Awards

We account for the issuance of restricted stock in accordance with SFAS 123 (R) Share-Based Payment (SFAS
123R). SFAS 123R requires the cost of restricted stock to be measured based on the grant-date fair value and the cost to be recognized over the relevant service period. See Note 5 for additional information.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, tenant accounts receivable, other assets, accounts payable and accrued liabilities, distributions payable and amounts due to affiliates approximate fair value because of the relatively
short-term nature of these instruments. The carrying value of the secured promissory notes approximates fair value based upon managements estimates of current interest rates and terms available to the Company.

Noncontrolling Interest in Consolidated Subsidiary

As of January 1, 2009, we account for the noncontrolling interest in our Operating Partnership under SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. Due to our
control through our general partnership interest in our Operating Partnership and the limited rights of the limited partner, our Operating Partnership, including its wholly owned subsidiaries, is consolidated with the Company and the limited partner
interest is reflected as a noncontrolling interest in the accompanying consolidated balance sheets. The noncontrolling interest was initially reported at the $200,000 capital investment from the Advisor and was subsequently adjusted for the limited
partners share of losses and distributions. The noncontrolling interest shall continue to be attributed its share of income and losses, even if that attribution results in a deficit noncontrolling interest balance. With the adoption of SFAS
No. 160, the minority interest previously classified in the mezzanine section of the consolidated balance



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sheet has been reclassified as a component of stockholders equity, and minority interests share of loss is no longer being reflected in net loss.
As a result, the consolidated balance sheet as of December 31, 2008 and the consolidated statement of operations for the three months ended March 31, 2008 have been restated to conform to the current presentation.

Income Taxes

We expect to
make an election to be taxed as a Real Estate Investment Trust (REIT), under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code), commencing with our taxable year ended December 31,
2008. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of the REITs ordinary taxable income to stockholders. As a REIT, we generally
will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate
rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants us relief under certain statutory provisions. Such an
event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we will be organized and operate in such a manner as to qualify for treatment as a REIT and intend to
operate in the foreseeable future in such a manner that we will remain qualified as a REIT for federal income tax purposes.

Even if we
qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

We have filed an election to treat the TRS as a taxable REIT subsidiary. In general, the TRS may perform additional services for tenants of the Company
and generally may engage in any real estate or non-real estate related business. The TRS will be subject to corporate federal and state income tax. The TRS follows SFAS No. 109, Accounting for Income Taxes, which requires the use of
the asset and liability method. Deferred income taxes will represent the tax effect of future differences between the book and tax bases of assets and liabilities. The TRS commenced operations on September 25, 2008.

Per Share Data

We report
earnings per share pursuant to SFAS No. 128, Earnings Per Share. Basic earnings per share attributable for all periods presented are computed by dividing net income (loss) by the weighted average number of shares outstanding during
the period. Diluted earnings per share are computed by dividing net income (loss) by the weighted average number of shares outstanding, including all restricted stock grants as though fully vested.

New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements. SFAS No. 157 does not impose fair value measurements on items not already accounted for at fair value; rather it applies, with certain exceptions, to other accounting pronouncements that either require or permit
fair value measurements. Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous
market. The standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In February 2008, the FASB issued Staff Position No. 157-2, Effective Date



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of FASB Statement No. 157 (FSP FAS 157-2), which delayed the effective date of SFAS No. 157 for all non-financial assets and
liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis until fiscal years beginning after November 15, 2008. We adopted the provisions of SFAS No. 157 for all non-financial
assets and liabilities not recognized at fair value on a recurring basis effective January 1, 2009. The adoption of these provisions of SFAS No. 157 did not have a material impact on our financial statements.

On November 13, 2008, the FASB ratified EITF consensus on EITF Issue No. 08-6, Equity Method Investment Accounting Considerations
(EITF 08-6). EITF 08-6 addresses questions about the potential effect of SFAS No. 141R and SFAS No. 160 on equity-method accounting under Accounting Principles Board (APB) Opinion 18, The Equity Method of Accounting
for Investments in Common Stock (APB 18). EITF 08-6 generally continues existing practices under APB 18 including the use of a cost-accumulation approach to initial measurement of the investment. EITF 08-6 does not require the investor
to perform a separate impairment test on the underlying assets of an equity method investment. However, an equity-method investor is required to recognize its proportionate share of impairment charges recognized by the investee, adjusted for basis
differences, if any, between the investees carrying amount for the impaired assets and the cost allocated to such assets by the investor. EITF 08-6 is effective for fiscal years beginning on or after December 15, 2008 and interim periods
within those fiscal years and shall be applied prospectively. We adopted EITF 08-6 effective January 1, 2009, the result of which did not have a material impact on the Company since we currently have no equity method investments.

On December 11, 2008, the FASB issued FSP FAS 140-4 and FIN 46(R)-8, Disclosures about Transfers of Financial Assets and Interests in Variable
Interest Entities (FSP FAS 140-4 and FIN 46R-8). This FSP includes disclosure objectives and requires public entities to provide additional year-end and interim disclosures about transfers of financial assets and involvement with
variable interest entities. The requirements apply to transferors, sponsors, servicers, primary beneficiaries, and holders of significant variable interests in a variable-interest entity or qualifying special purpose entity. FSP FAS 140-4 and FIN
46R-8 is effective for the first interim period or fiscal year ending after December 15, 2008. We adopted FSP FAS 140-4 and FIN 46R-8 effective January 1, 2009, the result of which had no impact on the Companys financial statements
as the Company does not currently have any variable interests.

Note 3. Real Estate Facilities

The following summarizes our activity in real estate facilities during the three months ended March 31, 2009:



|                                     |  |   |           
|------------------------------------ |  | - | ----------
|Cost:                                |  |   |           
|Beginning balance                    |  | $ | 15,166,724
|Facility acquisitions                |  |   | 9,900,000 
|Improvements and equipment additions |  |   | 9,542     
|                                     |  |   |           
|Ending balance                       |  | $ | 25,076,266
|                                     |  |   |           
|                                     | 
|Accumulated Depreciation:            |  |   |           
|Beginning balance                    |  | $ | 89,516    
|Depreciation expense                 |  |   | 151,438   
|                                     |  |   |           
|Ending balance                       |  | $ | 240,954   
|                                     |  |   |           



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Kentucky Acquisitions

On February 12, 2009, we acquired three self storage facilities located in Walton, Kentucky (Walton Property), Crescent Springs, Kentucky
(Crescent Springs Property), and Florence, Kentucky (Florence Property), (collectively, the Best Self Storage Portfolio). We purchased the Best Self Storage Portfolio from unaffiliated third parties for a total
purchase price of $9.9 million plus closing costs and acquisition fees. We paid our Advisor $247,500 in acquisition fees in connection with this acquisition. The acquisition was funded by net proceeds from the Offering and two promissory notes
totaling $4.5 million (See Note 4).

The Walton Property is a 434-unit self storage facility that sits on approximately 7.5 acres and
contains approximately 72,000 rentable square feet of self storage space. The Crescent Springs Property is a 344-unit self storage facility that sits on approximately 2.6 acres and contains approximately 57,200 rentable square feet of self storage
space. The Florence Property is a 517-unit self storage facility that sits on approximately 7 acres and contains approximately 81,800 rentable square feet of storage space.

We have accounted for the acquisition of these properties in accordance with SFAS 141R. We have made the following preliminary purchase price
allocations: $1,770,000 to land, $7,296,000 to building, $834,000 to site improvements. The purchase price is preliminary and therefore, subject to change, upon the completion of our analysis of appraisals and other information related to the Best
Self Storage Portfolio. We anticipate finalizing the purchase price allocation by June 30, 2009, along with supplementary pro forma information. The operating results of these acquired facilities have been included in the Companys
operations since the acquisition date of February 12, 2009. For the three months ended March 31, 2009, the consolidated statement of operations includes total revenue and operating income from the Best Self Storage Portfolio of
approximately $156,000 and approximately $32,000, respectively.

Note 4. Secured Promissory Notes

Spectrum Promissory Note

On
September 25, 2008, in connection with the acquisition of our Biloxi, Mississippi property (Biloxi Property) and our Gulf Breeze, Florida property (Gulf Breeze Property), we entered into a $4 million secured promissory
note with Spectrum Realty Mezzanine Fund I, LLC (the Spectrum Promissory Note).

The Spectrum Promissory Note was set to mature
on March 25, 2009, with the entire principal balance and all accrued interest coming due on such date, subject to three one-month extensions upon mutual consent for an additional fee. The Spectrum Promissory Note bore a fixed interest rate of
13.0%, and we paid a loan fee in the amount of 3.0% of the funded loan amount at the loan closing. The Spectrum Promissory Note provided for interest-only payments payable monthly. The Company could repay all or a portion (in at least $500,000
increments) of the Spectrum Promissory Note without penalty, at any time, upon 15 days written notice. The Spectrum Promissory Note was secured by a deed of trust on our interest in the Biloxi Property, a mortgage on our interest in the Gulf Breeze
Property and certain of the assets of the borrowing entities. In addition, we and our Operating Partnership both executed a guaranty in favor of the lender guaranteeing the payment of the Spectrum Promissory Note. In March 2009, the Spectrum
Promissory Note was repaid in full.



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Best Self Storage Promissory Notes

On February 12, 2009, in connection with the acquisition of the Best Self Storage Portfolio, we entered into two promissory notes totaling $4.5
million (the Best Notes) issued by the sellers. The Best Notes mature on February 12, 2014 and bear a fixed interest rate of 5% per annum during the first three of their five year terms and 6% per annum during the final
two years of their five year terms. Mandatory prepayments of principal totaling $2.5 million are due on February 12, 2012. The Best Notes are secured by a mortgage, security agreement and financing statement on our interest in each of the three
properties and are cross-collateralized.

BB&T Loan

On March 16, 2009, we, through two wholly-owned subsidiaries of our Operating Partnership, entered into a loan agreement and related secured
promissory notes with BB&T Real Estate Funding LLC (BB&T) in the amount of $4,975,000 (collectively, the BB&T Loan). Proceeds from the BB&T Loan were used to pay off the Spectrum Promissory Note dated
September 25, 2008, in the amount of $4,000,000, and to pay loan fees and closing costs in the amount of approximately $210,000, with additional proceeds to be used to fund future acquisitions and operating expenses. The BB&T Loan matures
on April 1, 2012 and bears a variable interest rate of three-month LIBOR plus 450 basis points (4.50%), with a minimum interest rate to be charged of 6.50% per annum. The interest rate will be adjusted monthly throughout the term of the
BB&T Loan. We paid total loan fees in the amount of 1.5% of the funded loan amount. The BB&T Loan provides for interest-only payments during the first year of the loan term. During the second and third years of the loan term, monthly
principal and interest payments shall be payable based on a 30-year amortization schedule in the second year and a 25-year amortization schedule in the third year. After March 31, 2010, we may prepay all of the BB&T Loan upon 30 days
written notice to BB&T.

The BB&T Loan is secured by a deed of trust on our interest in our Biloxi Property, a mortgage on our
interest in our Gulf Breeze Property, and related improvements, rents, furniture, fixtures and other items. In addition, we executed a guaranty in favor of BB&T guaranteeing the payment of the BB&T Loan. Upon the payoff of the BB&T Loan,
we shall owe BB&T an exit fee in the amount of 1% of the loan proceeds, half of which shall be waived by BB&T if the payoff is accomplished with financing provided by BB&T or one of its affiliates.

Note 5. Related Party Transactions

Fees to
Affiliates

We have an advisory agreement with our Advisor and a dealer manager agreement with our dealer manager, which entitles
our Advisor and our dealer manager to specified fees upon the provision of certain services with regard to the Offering and investment of funds in real estate properties, among other services, as well as reimbursement for organizational and offering
costs incurred by our Advisor on our behalf and reimbursement of certain costs and expenses incurred by our Advisor in providing services to us.

Pursuant to the terms of the agreements described above, the following summarizes the related party costs incurred for the three months ended March 31, 2009 and 2008. In addition, the related amounts payable as of March 31, 2009
and December 31, 2008 are summarized below:



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|                                                                     |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          
|-------------------------------------------------------------------- |  | --------------------------------------- | --------- | --------------------- | - | --------------------------------------- |  | ------------------------ | - |  | - | ---------
|                                                                     |  | ThreeMonths EndedMarch 31, 2009Incurred |           | March 31, 2009Payable |   | ThreeMonths EndedMarch 31, 2008Incurred |  | December 31,2008 Payable
|Expensed                                                             |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          
|Reimbursement of operating expenses (including organizational costs) |  | $                                       | 166,480   |                       | $ | 320,188                                 |  | $                        |  |  | $ | 210,796  
|Asset management fees                                                |  |                                         | 54,089    |                       |   | 26,978                                  |  |                          |  |  |   | 11,161   
|Property management fees                                             |  |                                         | 47,558    |                       |   | 11,289                                  |  |                          |  |  |   | 7,308    
|Acquisition fees                                                     |  |                                         | 247,500   |                       |   |                                        |  |                          |  |  |   |         
|Capitalized                                                          |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          
|Acquisition fees and closing costs                                   |  |                                         |          |                       |   |                                        |  |                          |  |  |   |         
|Prepaid expenses and other assets                                    |  |                                         |          |                       |   | 184,282                                 |  |                          |  |  |   | 184,282  
|Additional Paid-in Capital                                           |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          
|Selling commissions                                                  |  |                                         | 796,430   |                       |   | 51,017                                  |  |                          |  |  |   | 36,931   
|Dealer management fee                                                |  |                                         | 341,327   |                       |   | 21,865                                  |  |                          |  |  |   | 15,828   
|Reimbursements of offering costs                                     |  |                                         | 312,734   |                       |   | 601,476                                 |  |                          |  |  |   | 705,708  
|                                                                     |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          
|Total                                                                |  | $                                       | 1,966,118 |                       | $ | 1,217,095                               |  | $                        |  |  | $ | 1,172,014
|                                                                     |  |                                         |           |                       |   |                                         |  |                          |   |  |   |          

Organizational and Offering Costs

Organizational and offering costs of the Offering are being paid by our Advisor on our behalf and will be reimbursed to our Advisor from the proceeds of
the Offering. Organizational and offering costs consist of all expenses (other than sales commissions and the dealer manager fee) to be paid by us in connection with the Offering, including our legal, accounting, printing, mailing and filing
fees, charges of our escrow holder and other accountable offering expenses, including, but not limited to, (i) amounts to reimburse our Advisor for all marketing related costs and expenses such as salaries and direct expenses of employees of
our Advisor and its affiliates in connection with registering and marketing our shares; (ii) technology costs associated with the Offering; (iii) our costs of conducting our training and education meetings; (iv) our costs of attending
retail seminars conducted by participating broker-dealers; and (v) payment or reimbursement of bona fide due diligence expenses. Our Advisor must reimburse us within 60 days after the end of the month which the Offering terminates to the
extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering.

Advisory Agreement

We do not
expect to have any employees. Our Advisor will be primarily responsible for managing our business affairs and carrying out the directives of our board of directors. Our Advisor receives various fees and expenses under the terms of our Advisory
Agreement. As discussed above, we are required under our Advisory Agreement to reimburse our Advisor for organization and offering costs; provided, however, our Advisor must reimburse us within 60 days after the end of the month in which the
Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Our Advisory Agreement also
requires our Advisor to reimburse us to the extent that offering



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)



expenses including sales commissions, dealer manager fees and organization and offering expenses are in excess of 15% of gross proceeds from the Offering.
Our Advisor receives acquisition fees equal to 2.5% of the contract purchase price of each property we acquire plus reimbursement of acquisition expenses estimated to be 1.0% of the contract purchase price. Our Advisor also receives a monthly asset
management fee for managing our assets equal to 0.0833% of the aggregate asset value, as defined, of our assets. Under our Advisory Agreement, our Advisor receives fees in an amount equal to up to one-half of the total real estate commission paid
but in no event to exceed an amount equal to 3.0% of the contract sale price for each property we sell as long as our Advisor provides substantial assistance in connection with the sale. The total disposition fees paid (including fees paid to third
parties) may not exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sale price of the property. Our Advisor may also be entitled to various subordinated fees if we (1) list our shares of common
stock on a national exchange, or (2) in the alternative we terminate our Advisory Agreement or liquidate our portfolio.

Our Advisory
Agreement provides for reimbursement of our Advisors direct and indirect costs of providing administrative and management services to us. Commencing four fiscal quarters after the acquisition of our first real estate asset, our Advisor must
pay or reimburse us the amount by which our aggregate annual operating expenses exceed the greater of 2% of our average invested assets or 25% of our net income, as defined, unless a majority of our independent directors determine that such excess
expenses were justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses for the 12 months then ended exceed the limitation, we will disclose this fact in our next quarterly report or within 60
days of the end of that quarter and send a written disclosure of this fact to our stockholders. In each case the disclosure will include an explanation of the factors that the independent directors considered in arriving at the conclusion that
the excess expenses were justified.

Dealer Manager Agreement

U.S. Select Securities LLC, as dealer manager, receives a sales commission of up to 7.0% of gross proceeds from sales in the Primary Offering and a dealer
manager fee equal to up to 3.0% of gross proceeds from sales in the Primary Offering. Our dealer manager has entered into participating dealer agreements with certain other broker-dealers which authorizes them to sell our shares. Upon sale of
our shares by such broker-dealers, our dealer manager will re-allow all of the sales commissions paid in connection with sales made by these broker-dealers. Our dealer manager may also re-allow to these broker-dealers a portion of the 3.0% dealer
manager fee as marketing fees, reimbursement of certain costs and expenses of attending training and education meetings sponsored by our dealer manager, payment of attendance fees required for employees of our dealer manager or other affiliates to
attend retail seminars and public seminars sponsored by these broker-dealers, or to defray other distribution-related expenses. Our dealer manager also receives reimbursement of bona fide due diligence expenses up to 0.5% of the gross proceeds from
sales in the Primary Offering.

Property Management Agreement

Strategic Storage Property Management, LLC, our property manager, receives a fee for its services in managing our properties equal to 6.0% of the gross
revenues from the properties plus reimbursement of the direct costs of managing the properties. In the event that the property manager assists with the development or redevelopment of a property, we may pay a separate market-based fee for such
services.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)



Employee and Director Long-Term Incentive Plan

We have adopted an Employee and Director Long-Term Incentive Plan (the Plan) which provides for the grant of awards to our directors and
full-time employees (should we ever have employees), directors and full-time employees of our Advisor, affiliate entities and full-time employees of such entities that provide services to us, and certain consultants to us and to our Advisor or to
affiliate entities that provide services to us. Awards granted under the Plan may consist of restricted stock, stock options, stock appreciation rights, distribution equivalent rights and other equity-based awards. The term of the Plan is 10 years.
The total number of shares of common stock reserved for issuance under the Plan is equal to 10% of our outstanding shares of stock at any time. As of December 31, 2008, no awards had been granted under the Plan. On January 27, 2009, we
issued 2,500 shares of restricted stock to each of our two independent board of directors, which were valued at the current offering price of our stock on the date granted. These shares vest ratably over a period of four years from the date such
director was appointed to our board of directors. For the three months ended March 31, 2009, we recorded an expense (included in general and administrative expense) of $12,500 related to vested restricted stock awards.

Note 6. Commitments and Contingencies

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan that allows our stockholders to have
dividends and other distributions otherwise distributable to them invested in additional shares of our common stock. We have registered 10,000,000 shares of common stock for sale pursuant to the distribution reinvestment plan. The plan became
effective on the effective date of our initial public offering. The purchase price per share is to be the higher of $9.50 per share or 95% of the fair market value of a share of our common stock. No sales commission or dealer manager fee will be
paid on shares sold through the distribution reinvestment plan. We may amend or terminate the distribution reinvestment plan for any reason at any time upon 10 days prior written notice to stockholders. As of March 31, 2009, we have sold 28,832
shares through our distribution reinvestment plan.

Share Redemption Program

We have adopted a share redemption program that enables our stockholders to sell their stock to us in limited circumstances. As long as our common stock
is not listed on a national securities exchange or over-the-counter market, our stockholders who have held their stock for at least one year may be able to have all or any portion of their shares of stock redeemed by us. We may redeem the shares of
stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption. The amount that we may pay to redeem stock is expected to be the redemption price set forth in the following table which is based
upon the number of years the stock is held:



|                          |  |                         
|------------------------- |  | ------------------------
|Number Years Held         |  | Redemption Price        
|Less than 1               |  | No Redemption Allowed   
|1 or more but less than 2 |  | 92.5% of purchase price 
|2 or more but less than 3 |  | 95.0% of purchase price 
|3 or more but less than 4 |  | 97.5% of purchase price 
|4 or more                 |  | 100.0% of purchase price

The purchase price shall equal the amount paid for the shares until the price in the Primary
Offering changes or a net asset value is calculated. The redemption price is subject to adjustment as determined from time to time by our board of directors. At no time will the redemption price exceed the price at which we are offering our common
stock for sale. As of March 31, 2009, no shares have been purchased by the Company.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(Unaudited)



Redemption Rights

The limited partners of our Operating Partnership will have the right to cause our Operating Partnership to redeem their limited partnership units for
cash equal to the value of an equivalent number of our shares, or, at our option, we may purchase their limited partnership units by issuing one share of our common stock for each limited partnership unit redeemed. These rights may not be exercised
under certain circumstances which could cause us to lose our REIT election. Furthermore, limited partners may exercise their redemption rights only after their limited partnership units have been outstanding for one year. Our Advisor is prohibited
from exchanging or otherwise transferring its limited partnership units so long as it is acting as our Advisor pursuant to our Advisory Agreement.

Note
7. Declaration of Distributions

On March 24, 2009, our board of directors declared a distribution rate for the second quarter of
2009 of $0.00191781 per day per share on the outstanding shares of common stock (equivalent to an annual distribution rate of 7% assuming the share was purchased for $10) payable to stockholders of record of such shares as shown on our books at the
close of business on each day during the period, commencing on April 1, 2009 and continuing on each day thereafter through and including June 30, 2009.

Note 8. Subsequent Events

Acquisitions

On April 22, 2009, our board of directors approved the potential acquisition of two facilities located in Alpharetta and Marietta, Georgia. The
purchase price for the facilities is approximately $9.6 million and a $150,000 deposit was paid by the Company in accordance with the purchase agreement, which was assigned to us from our sponsor, Strategic Capital Holdings, LLC. We expect this
acquisition to close by the end of the second quarter of 2009 using net proceeds from our initial public offering.

On April 22, 2009,
our board of directors approved the potential acquisition of one facility located in Montgomery, Alabama. The purchase price for the facility is approximately $3.8 million and a $50,000 deposit was paid by the Company in accordance with the purchase
agreement, which was assigned to us from our sponsor, Strategic Capital Holdings, LLC. We expect this acquisition to close by the end of the second quarter of 2009 using a combination of net proceeds from our initial public offering and the
assumption of lender financing of approximately $3,000,000.

Offering Status

As of May 8, 2009, we have issued approximately 4 million shares of our common stock for gross proceeds of approximately $40.3 million.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following Managements Discussion and Analysis of Financial Condition and Result of Operations should be read in conjunction with the
Companys financial statements and notes thereto contained elsewhere in this report. See also Cautionary Note Regarding Forward Looking Statements preceding Part I.

Overview

The Company was formed on August 14, 2007 under the Maryland General Corporation Law
for the purpose of engaging in the business of investing in self storage facilities and related self storage real estate investments. The Company is a newly formed entity and is subject to the general risks associated with a start-up enterprise,
including the risk of business failure. The Companys year end is December 31.

On August 24, 2007, our Advisor purchased
100 shares of common stock for $1,000 and became our initial stockholder. Our Charter authorizes 700,000,000 shares of common stock with a par value of $0.001 and 200,000,000 shares of preferred stock with a par value of $0.001. We are currently
offering a maximum of 110,000,000 shares of common stock in the Offering, consisting of 100,000,000 shares for sale to the public in the Primary Offering and 10,000,000 shares for sale pursuant to our distribution reinvestment plan.

On March 17, 2008, the SEC declared our registration statement effective. On May 22, 2008, we satisfied the minimum offering requirements of
the Primary Offering and commenced formal operations. As of March 31, 2009, we had issued approximately 3.3 million shares of our common stock for gross proceeds of approximately $32.4 million.

In addition to being the sponsor of our Offering, our Sponsor owns a majority of Strategic Storage Holdings, LLC, which is the sole member of our Advisor
and our Property Manager.

On September 25, 2008, we closed on the purchase of our first two self storage facilities located in
Biloxi, Mississippi and Gulf Breeze, Florida. The purchase price for the two facilities was $10,760,000 exclusive of closing costs and acquisition fees. The acquisition was funded by net proceeds from the Offering and a $4 million loan secured by
the two facilities.

On December 19, 2008, we closed on the purchase of our third self storage facility located in Manassas, Virginia.
The purchase price for this facility was $4,700,000 exclusive of closing costs and acquisition fees. This acquisition was funded by net proceeds from the Offering.

On February 12, 2009, we closed on the purchase of three additional self storage facilities located in Kentucky. The purchase price for these facilities was $9.9 million exclusive of closing costs and acquisition
fees. This acquisition was funded by net proceeds from the Offering and two promissory notes totaling $4.5 million.

As of March 31,
2009, we own six self storage facilities totaling approximately 408,000 rentable square feet.

The Company derives revenues principally
from rents received from its customers who rent units at our self storage facilities under month-to-month leases. Therefore our operating results depend significantly on our ability to retain our existing customers and lease our available self
storage units to new customers, while maintaining and, where possible, increasing the prices for our self storage units. Additionally, our operating results depend on our customers making their required rental payments to us.



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We believe that our Property Managers approach to the management and operation of our facilities, which emphasizes local market oversight and control,
results in quick and effective response to changes in local market conditions, including increasing rents and/or increasing occupancy levels where appropriate.

Competition in the market areas which we operate is significant and affects the occupancy levels, rental rates, rental revenues and operating expenses of our facilities. Development of any new self storage facilities
would intensify competition of self storage operators in markets in which we operate.

We believe that we will experience minor seasonal
fluctuations in the occupancy levels of our facilities, which we believe will be slightly higher over the summer months due to increased moving activity.

We have no paid employees and are externally advised and managed by our Advisor.

Critical Accounting Estimates

We have established accounting policies which conform to generally accepted accounting principles (GAAP). Preparing financial
statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Following is a discussion of the estimates and assumptions used in setting accounting
policies that we consider critical in the presentation of our financial statements. Many estimates and assumptions involved in the application of GAAP may have a material impact on our financial condition or operating performance, or on the
comparability of such information to amounts reported for other periods, because of the subjectivity and judgment required to account for highly uncertain items or the susceptibility of such items to change. These estimates and assumptions affect
our reported amounts of assets and liabilities, our disclosure of contingent assets and liabilities at the dates of the financial statements and our reported amounts of revenue and expenses during the period covered by this report. If
managements judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied or different amounts of assets, liabilities,
revenues and expenses would have been recorded, thus resulting in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements. Additionally, other companies may use
different estimates and assumptions that may impact the comparability of our financial condition and results of operations to those companies.

We believe that our critical accounting policies include the following: real estate purchase price allocations; the evaluation of whether any of our real estate assets have been impaired; the determination of the useful lives of our long
lived assets; and the evaluation of the consolidation of our interests in joint ventures. The following discussion of these policies supplements, but does not supplant the description of our significant accounting policies, as contained in Note 2 to
the consolidated financial statements included in this report, and is intended to present our analysis of the uncertainties involved in arriving upon and applying each policy.

Real Estate Purchase Price Allocation

We allocate the purchase prices of acquired properties based on a number of estimates and assumptions. We allocate the purchase prices to the tangible and intangible assets acquired and the liabilities assumed based on estimated fair
values. These estimated fair values will be based upon comparable market sales information for land and estimates of depreciated replacement cost of equipment, building and site improvements. Acquisitions of portfolios of properties will be
allocated to the individual properties based upon an income approach or a cash flow analysis using appropriate risk



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adjusted capitalization rates which we will estimate based upon the relative size, age, and location of the individual property along with actual historical
and estimated occupancy and rental rate levels, and other relevant factors. If available, and determined by management to be appropriate, appraised values will be used, rather than these estimated values. Because we believe that substantially all of
the leases in place at properties we will acquire will be at market rates, as the majority of the leases are month-to-month contracts, we do not expect to allocate any portion of the purchase prices to above or below market leases. The determination
of market rates is also subject to a number of estimates and assumptions. Our allocations of purchase prices could result in a materially different presentation of the financial statements or materially different amounts being reported in the
financial statements, as such allocations may vary dramatically based on the estimates and assumptions we use.

Impairment of Real
Property Assets

The majority of our assets consist of long-lived real estate assets. We will continually evaluate such assets for
impairment based on events and changes in circumstances that may arise in the future and that may impact the carrying amounts of our real estate assets. When indicators of potential impairment are present, we will assess the recoverability of the
particular real estate asset by determining whether the carrying value of the real estate asset will be recovered, through an evaluation of the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition.
This evaluation is based on a number of estimates and assumptions. Based on this evaluation, if the expected undiscounted future cash flows do not exceed the carrying value, we will adjust the real estate asset to fair value and recognize an
impairment loss. Our evaluation of the impairment of real property assets could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the amount of
impairment loss, if any, recognized may vary based on the estimates and assumptions we use.

Estimated Useful Lives of Long-Lived
Assets

We assess the useful lives of the assets underlying our properties based upon a subjective determination of the period of
future benefit for each asset. We will record depreciation expense with respect to these assets based upon the estimated useful lives we determine. Our determinations of the useful lives of the assets could result in a materially different
presentation of the financial statements or materially different amounts being reported in the financial statements, as such determinations, and the corresponding amount of depreciation expense, may vary dramatically based on the estimates and
assumptions we use.

Consolidation of Investments in Joint Ventures

We evaluate the consolidation of our investments in joint ventures according to ARB No. 51 pursuant to FIN 46R. This evaluation requires us to
determine whether we have a controlling interest in a joint venture through a means other than voting rights, and, if so, such joint venture may be required to be consolidated in our financial statements. Our evaluation of our joint ventures under
FIN 46R could result in a materially different presentation of the financial statements or materially different amounts being reported in the financial statements, as the entities included in our financial statements may vary based on the estimates
and assumptions we use.

REIT Qualification

We intend to make an election under Section 856(c) of the Code to be taxed as a REIT commencing with the taxable year ended December 31, 2008. By qualifying as a REIT for federal income tax purposes, we generally will not be
subject to federal income tax on income that we distribute



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to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate
rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which our qualification is denied. Such an event could materially and adversely affect our net income and could
have a material adverse impact on our financial conditions and results of operations. However, we believe that we are organized and will operate in a manner that will enable us to qualify for treatment as a REIT for federal income tax purposes
commencing with the year ending December 31, 2008, and we intend to continue to operate as to remain qualified as a REIT for federal income tax purposes.

Results of Operations

Overview

On May 22, 2008, we satisfied the minimum offering requirements of the Primary Offering and commenced formal operations. On September 25, 2008, we closed on the purchase of our first two self storage
facilities. On December 19, 2008, we closed on the purchase of our third self storage facility. On February 12, 2009, we closed on the purchase of three additional self storage facilities. The operating results of such facilities are
included in our results of operations from their respective purchase dates. As we had no operations during the first quarter of 2008, no comparative information or discussion of 2008 results is presented.

Our results of operations for the three months ended March 31, 2009, are not indicative of those expected in future periods as we expect that rental
income, operating expenses, depreciation and amortization expense and interest expense will each significantly increase in future periods as a result of anticipated future acquisitions of real estate assets.

Operating results for the three months ended March 31, 2009

Self Storage Rental Income

Rental
income for the three months ended March 31, 2009,was $576,691, which represents three months of rental income from the three self storage facilities acquired in 2008 and 48 days of rental income from the three self storage facilities acquired
on February 12, 2009. We expect rental income to increase in future periods as we acquire additional operating facilities.

Property Operating Expenses

Property operating expenses for the three months ended March 31, 2009, were $322,435,
which represents three months of operating expenses from the three self storage facilities acquired in 2008, and 48 days of operating expenses from the three self storage facilities acquired on February 12, 2009. Property operating expenses
include the costs to operate our facilities including payroll, utilities, insurance, real estate taxes, marketing, property management fees and asset management fees. Of the total operating expenses, $101,647 was paid to affiliates. We expect
property operating expenses to increase in future periods as we acquire additional operating facilities.

General and Administrative
Expenses

General and administrative expenses for the three months ended March 31, 2009, were $436,544. Such expenses consist
primarily of legal expenses, directors and officers insurance expense, an allocation of a portion of our Advisors payroll related costs and board of directors related costs. We expect general and administrative costs to increase in
future periods as we make additional investments, but expect such expenses to decrease as a percentage of total revenues.



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Depreciation and Amortization Expenses

Depreciation and amortization expenses were $313,350 for the three months ended March 31, 2009. Depreciation expense consists primarily of
deprecation on the buildings and site improvements at our six properties. Amortization expense consists of the amortization of intangible assets resulting from our acquisitions in 2008. We expect depreciation and amortization expenses to increase in
future periods as we acquire additional operating facilities.

Interest Expense

Interest expense was $147,748 for the three months ended March 31, 2009, and relates to interest incurred on the promissory notes we have entered
into to fund portions of our acquisitions of our self storage facilities. We expect interest expense to increase in future periods as we acquire additional operating facilities.

Other Expense

Other expense was
$508,205 for the three months ended March 31, 2009, and primarily relates to acquisition related transaction costs incurred in connection with our acquisitions in 2009. Under SFAS 141R, such costs are required to be expensed as incurred
compared to the prior practice of capitalizing such costs and amortizing them over the estimated life of the assets acquired. We expect that such costs will increase in future periods as we acquire additional operating facilities.

Funds From Operations

We believe that funds from
operations (FFO) provides relevant and meaningful information about our operating performance that is necessary, along with net income and cash flows, for an understanding of our operating results. Because FFO calculations exclude such
factors as depreciation and amortization of real estate assets and gains from sales of operating real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful life
estimates), they facilitate comparisons of operating performance between periods and between other REITs. We believe that historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real
estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies
that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors
and a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities. Other REITs may not define FFO in accordance with the current National Association of Real Estate Investment Trusts
(NAREIT) definition or may interpret the current NAREIT definition differently from us.

FFO is a non-GAAP financial measure
and does not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO includes adjustments that investors may deem subjective, such as adding back
expenses such as depreciation and amortization. Accordingly, FFO should not be considered as an alternative to net income as an indicator of our operating performance.



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Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT,
is presented in the following table for the three months ended March 31, 2009:



|                                  |  |   |            |  
|--------------------------------- |  | - | ---------- | -
|Net loss                          |  | $ | (1,217,061 | )
|Add:                              |  |   |            |  
|Depreciation                      |  |   | 151,438    |  
|Amortization of intangible assets |  |   | 150,901    |  
|                                  |  |   |            |  
|FFO                               |  | $ | (914,722   | )
|                                  |  |   |            |  

Liquidity and Capital Resources

Short-Term Liquidity and Capital Resources

We generally expect that we will meet our short-term operating liquidity requirements from the combination of proceeds of the Offering, net cash provided by property operations and advances from our Advisor which will
be repaid, without interest, as funds are available after meeting our current liquidity requirements, subject to the limitations on reimbursement set forth in our advisory agreement with our Advisor. Per the advisory agreement, all advances from our
Advisor shall be reimbursed no less frequently than monthly, although our Advisor has indicated that it may waive such a requirement on a month-by-month basis. The organizational and offering costs associated with the Offering will
initially be paid by us or our Advisor. Our Advisor must reimburse us within 60 days after the end of the month in which the Offering terminates to the extent we paid or reimbursed organization and offering costs (excluding sales commissions and
dealer manager fees) in excess of 3.5% of the gross offering proceeds from the Primary Offering. Operating cash flows are expected to increase as properties are added to our portfolio.

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of operating expenses and distributions, and for the payment of
interest on our outstanding indebtedness. The Spectrum Promissory Note, which was set to mature on March 25, 2009, was repaid in full on March 16, 2009, through us entering into a loan agreement for the BB&T Loan. Additionally,
in connection with our acquisition of the Best Self Storage Portfolio on February 12, 2009, we entered into two promissory notes issued by the sellers of the facilities. Generally, cash needs for items, other than property acquisitions, will be
met from operations and proceeds received from the Offering. However, there may be a delay between the sale of our shares and our purchase of properties that could result in a delay in the benefits to our stockholders, if any, of returns generated
from our investment operations. Our Advisor will evaluate potential additional property acquisitions and engage in negotiations with sellers on our behalf. After a purchase contract is executed that contains specific terms, the property will not be
purchased until the successful completion of due diligence, which includes, among other items, review of the title insurance commitment, an appraisal and an environmental analysis. In some instances, the proposed acquisition will require the
negotiation of final binding agreements, which may include financing documents. During this period, we may decide to temporarily invest any unused proceeds from the Offering in certain investments that could yield lower returns than the properties.
These lower returns may affect our ability to make distributions.

Our board of directors will determine the amount and timing of
distributions to our stockholders and will base such determination on a number of factors, including funds available for payment of distributions, financial condition, capital expenditure requirements and annual distribution requirements needed to
maintain our status as a REIT under the Code.



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Potential future sources of capital include proceeds from the Offering, proceeds from secured or
unsecured financings from banks or other lenders, proceeds from the sale of properties and undistributed funds from operations. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital
expenditures. To the extent we are not able to secure additional financing in the form of a credit facility or other third party source of liquidity, we will be heavily dependent upon the proceeds of the Offering and income from operations in order
to meet our long-term liquidity requirements and to fund our distributions.

Subsequent Events

Acquisitions

On April 22,
2009, our board of directors approved the potential acquisition of two facilities located in Alpharetta and Marietta, Georgia. The purchase price for the facilities is approximately $9.6 million and a $150,000 deposit was paid by the Company in
accordance with the purchase agreement, which was assigned to us from our sponsor, Strategic Capital Holdings, LLC. We expect this acquisition to close by the end of the second quarter of 2009 using net proceeds from our initial public offering.

On April 22, 2009, our board of directors approved the potential acquisition of one facility located in Montgomery, Alabama. The
purchase price for the facility is approximately $3.8 million and a $50,000 deposit was paid by the Company in accordance with the purchase agreement, which was assigned to us from our sponsor, Strategic Capital Holdings, LLC. We expect this
acquisition to close by the end of the second quarter of 2009 using a combination of net proceeds from our initial public offering and the assumption of lender financing of approximately $3,000,000.

Offering Status

As of May 8,
2009, we have issued approximately 4 million shares of our common stock for gross proceeds of approximately $40.3 million.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we
expect that the primary market risk to which we will be exposed is interest rate risk.

As of March 31, 2009, our debt consisted of
$4,500,000 in fixed rate debt and $4,975,000 in variable rate debt. These instruments were entered into for other than trading purposes. Changes in interest rates have different impacts on the fixed and variable portions of our debt portfolio. A
change in interest rates on the fixed portion of our debt portfolio impacts its fair value but has no impact on interest incurred or cash flows. A change in interest rates on the variable portion of our debt portfolio, which has an interest rate
floor, could impact the interest incurred and cash flows and its fair value.

The following table summarizes annual debt maturities,
average interest rates and estimated fair values on our outstanding debt as of March 31, 2009:



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|                      |  |                          |     |   |      |   |     |      |  |   |           |   |  |      |     |   |       |   |            |   |  |   |           |  |   |          
|--------------------- |  | ------------------------ | --- | - | ---- | - | --- | ---- |  | - | --------- | - |  | ---- | --- | - | ----- | - | ---------- | - |  | - | --------- |  | - | ---------
|                      |  | Year Ending December 31,
|                      |  | 2010                     |     |   | 2011 |   |     | 2012 |  |   | 2013      |   |  | 2014 |     |   | Total |   | Fair Value
|Fixed rate debt       |  | $                        |    |   |      | $ |    |      |  | $ | 2,500,000 |   |  | $    |    |   |       | $ | 2,000,000  |   |  | $ | 4,500,000 |  | $ | 4,500,000
|Average interest rate |  |                          | 5.0 | % |      |   | 5.0 | %    |  |   | 5.8       | % |  |      | 6.0 | % |       |   | 6.0        | % |  |   |           |  |   |          
|Variable rate debt    |  | $                        |    |   |      | $ |    |      |  | $ | 4,975,000 |   |  | $    |    |   |       | $ |           |   |  | $ | 4,975,000 |  | $ | 4,975,000
|Average interest rate |  |                          | 6.5 | % |      |   | 6.5 | %    |  |   | 6.5       | % |  |      |    |   |       |   |           |   |  |   |           |  |   |          

In the future, we may be exposed to the effects of interest rate changes primarily as a result of
borrowings used to maintain liquidity and fund acquisition, expansion, and financing of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on
earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or variable rates. We may also enter into derivative financial instruments such as interest rate swaps and caps in order to
mitigate our interest rate risk on a related financial instrument. We will not enter into derivative or interest rate transactions for speculative purposes.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer,
evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our chief executive officer and chief financial officer concluded that the disclosure controls and
procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when
required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and
communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes in our internal control over
financial reporting that occurred during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This quarterly report does not include a
report of managements assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.



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PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There are no material changes to the
risk factors set forth in the Risk Factors section of our 2008 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|(a) | On January 27, 2009, in consideration for their service on our board of directors, we issued 2,500 shares of restricted stock to each of our independent directors, which vest
ratably over a period of four years from the date such director was appointed to our board of directors, under our Employee and Director Long-Term Incentive Plan. These shares were not registered under the Securities Act and were issued in reliance
on Section 4(2) of the Securities Act.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | We registered 110,000,000 shares of our common stock in the Offering (SEC File no. 333-146959, effective March 17, 2008), of which we registered
100,000,000 shares at $10.00 per share to be offered to the public in the Primary Offering and 10,000,000 shares offered to our investors pursuant to our distribution reinvestment plan at $9.50 per share. As of March 31, 2009, we had
issued approximately 3.3 million shares of common stock in our Offering, raising gross offering proceeds of approximately $32.4 million. From this amount, we paid $634,000 in acquisition fees to our Advisor, approximately
$3.2 million in selling commissions and dealer manager fees to our Dealer Manager (of which approximately $2.6 million was reallowed to third-party broker dealers), and approximately $2.9 million in organization and offering costs to
our Advisor. With the net offering proceeds and indebtedness, we acquired approximately $25.1 million in self storage facilities and made the other payments reflected under Cash Flows from Financing Activities in our consolidated
statements of cash flows.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Not applicable.
|--- | ---------------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



|(a) | During the first quarter of 2009, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | Not applicable.
|--- | ---------------



|ITEM 6. | EXHIBITS
|------- | --------

The exhibits required to be filed with
this report are set forth on the Exhibit Index hereto and incorporated by reference herein.



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EXHIBIT INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the period ended March 31, 2009 (and is numbered in accordance with Item 601 of Regulation S-K).



|            |  |                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                           
|            | 
|10.1*       |  | Promissory Note in favor of Garrard Street Enterprises, LLC, incorporated by reference to Exhibit 10.1 to the Companys Form 8-K, filed on February 13, 2009, Commission File No. 333-146959                                                                                                          
|            | 
|10.2*       |  | Promissory Note in favor of Crescent Springs Storage, L.L.C., incorporated by reference to Exhibit 10.2 to the Companys Form 8-K, filed on February 13, 2009, Commission File No. 333-146959                                                                                                         
|            | 
|10.3*       |  | Cross Collateralization and Cross Default Agreement for Benefit of Garrard Street Enterprises, LLC and Crescent Springs Storage, L.L.C., incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K, filed on February 13, 2009, Commission File No. 333-146959                              
|            | 
|10.4*       |  | Loan Agreement by and between SSTI 15 McClure Dr, LLC, SSTI 1742 Pass Rd, LLC, and BB&T Real Estate Funding LLC dated March 16, 2009, incorporated by reference to Exhibit 10.1 to the
Companys Form 8-K, filed on March 16, 2009, Commission File No. 333-146959                                    
|            | 
|10.5*       |  | Consolidated, Amended and Restated Promissory Note by and between SSTI 15 McClure Dr, LLC, SSTI 1742 Pass Rd, LLC, and BB&T Real Estate Funding LLC dated March 16, 2009, incorporated by
reference to Exhibit 10.2 to the Companys Form 8-K, filed on March 16, 2009, Commission File No. 333-146959
|            | 
|10.6*       |  | Future Advance Promissory Note by and between SSTI 15 McClure Dr, LLC, SSTI 1742 Pass Rd, LLC, and BB&T Real Estate Funding LLC dated March 16, 2009, incorporated by reference to Exhibit
10.3 to the CompanysForm 8-K, filed on March 16, 2009, Commission File No. 333-146959                     
|            | 
|10.7*       |  | Guaranty by Strategic Storage Trust, Inc. in favor of BB&T Real Estate Funding LLC dated March 16, 2009, incorporated by reference to Exhibit 10.4 to the Companys Form 8-K, filed on
March 16, 2009, Commission File No. 333-146959                                                                 
|            | 
|10.8*       |  | Amendment to Advisory Agreement dated March 25, 2009, incorporated by reference to Exhibit 10.20 to the Companys Form 10-K, filed on March 30, 2009, Commission File No.
333-146959                                                                                                                  
|            | 
|10.9*       |  | Purchase and Sale Agreement by and between Storage Partners of Alpharetta, LLC, Storage Partners of Powers Ferry Road, LLC and U.S. Commercial LLC dated April 15, 2009, incorporated by reference
to Exhibit 10.1 to the Companys Form 8-K, filed on May 1, 2009, Commission File No. 000-53644     
|            | 
|10.10*      |  | Purchase and Sale Agreement by and between Advent Development Company, LLC and U.S. Commercial LLC dated February 2, 2009, incorporated by reference to Exhibit 10.2 to the Companys Form
8-K, filed on May 1, 2009, Commission File No. 000-53644                                                   
|            | 
|10.11*      |  | Second Amendment to Purchase and Sale Agreement by and between Advent Development Company, LLC and U.S. Commercial LLC dated March 31, 2009, incorporated by reference to Exhibit 10.3 to the
Companys Form 8-K, filed on May 1, 2009, Commission File No. 000-53644                                 
|            | 
|31.1        |  | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                               
|            | 
|31.2        |  | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                               
|            | 
|32.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                         
|            | 
|32.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                         



|* | Previously filed and incorporated herein by reference.
|- | ------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    |  |  |  |                               |  |                        |  |                                      
|------------------- |  |  |  | ----------------------------- |  | ---------------------- |  | -------------------------------------
|                    |  |  |  | STRATEGIC STORAGE TRUST, INC.
|                    |  |  |  | (Registrant)                 
|                    |  |  | 
|Dated: May 12, 2009 |  |  |  | By:                           |  | /s/ Michael S. McClure
|                    |  |  |  |                               |  |                        |  | Michael S. McClure                   
|                    |  |  |  |                               |  |                        |  | Chief Financial Officer and Treasurer