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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 September 30, 2008



| ̈ | 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: 333-146959





Strategic Storage Trust, Inc.

(Exact name of Registrant as specified in its
charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Maryland                                                       |  | 32-0211624                       
|(State or other jurisdiction of incorporation 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 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 November 10, 2008:
1,574,053 shares, $0.001 par value per share.









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FORM 10-Q

STRATEGIC STORAGE TRUST, INC.

TABLE OF CONTENTS



|         |  |                                                                                                                 |  |         
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                                 |  | Page No.
|PART I.  |  | FINANCIAL INFORMATION                                                                                           |  |         
|         |  |                                                                                                                
|         |  | Cautionary Note Regarding Forward-Looking Statements                                                            |  | 3       
|         |  |                                                                                                                
|Item 1.  |  | Financial Statements:                                                                                           |  | 4       
|         |  |                                                                                                                
|         |  | Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007 (unaudited)              |  | 5       
|         |  |                                                                                                                
|         |  | Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2008 (unaudited) |  | 6       
|         |  |                                                                                                                
|         |  | Consolidated Statement of Stockholders Equity for the Nine Months ended September 30, 2008
(unaudited)         |  | 7       
|         |  |                                                                                                                
|         |  | Consolidated Statement of Cash Flows for the Nine Months ended September 30, 2008 (unaudited)                   |  | 8       
|         |  |                                                                                                                
|         |  | Notes to Consolidated Financial Statements (unaudited)                                                          |  | 9       
|         |  |                                                                                                                
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 20      
|         |  |                                                                                                                
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 25      
|         |  |                                                                                                                
|Item 4T. |  | Controls and Procedures                                                                                         |  | 25      
|         |  |                                                                                                                
|PART II. |  | OTHER INFORMATION                                                                                               |  |         
|         |  |                                                                                                                
|Item 1.  |  | Legal Proceedings                                                                                               |  | 26      
|         |  |                                                                                                                
|Item 1A. |  | Risk Factors                                                                                                    |  | 26      
|         |  |                                                                                                                
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                     |  | 26      
|         |  |                                                                                                                
|Item 3.  |  | Defaults Upon Senior Securities                                                                                 |  | 26      
|         |  |                                                                                                                
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 26      
|         |  |                                                                                                                
|Item 5.  |  | Other Information                                                                                               |  | 26      
|         |  |                                                                                                                
|Item 6.  |  | Exhibits                                                                                                        |  | 26      



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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 Form S-11 Registration Statement (SEC Registration
No. 333-146959), as amended and 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.



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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 and nine months ended
September 30, 2008 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)



|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | - | ---------------- | - | -------
|                                                                                                                                                                         |  | September 30,2008 |            |   | December 31,2007
|ASSETS                                                                                                                                                                   |  |                   |            |   |                  |   |        
|Cash and cash equivalents                                                                                                                                                |  | $                 | 1,242,357  |   |                  | $ | 201,000
|Real estate facilities:                                                                                                                                                  |  |                   |            |   |                  |   |        
|Land                                                                                                                                                                     |  |                   | 2,463,132  |   |                  |   |       
|Buildings                                                                                                                                                                |  |                   | 8,676,874  |   |                  |   |       
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|                                                                                                                                                                         |  |                   | 11,140,006 |   |                  |   |       
|Accumulated depreciation                                                                                                                                                 |  |                   | (4,821     | ) |                  |   |       
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|                                                                                                                                                                         |  |                   | 11,135,185 |   |                  |   |       
|Escrow receivable                                                                                                                                                        |  |                   | 395,500    |   |                  |   |       
|Deferred financing costs, net of accumulated amortization                                                                                                                |  |                   | 160,273    |   |                  |   |       
|Prepaid expenses                                                                                                                                                         |  |                   | 132,539    |   |                  |   |       
|Other assets                                                                                                                                                             |  |                   | 116,453    |   |                  |   |       
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|Total assets                                                                                                                                                             |  | $                 | 13,182,307 |   |                  | $ | 201,000
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|                                                                                                                                                                         |  |                  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                     |  |                   |            |   |                  |   |        
|Secured promissory note                                                                                                                                                  |  | $                 | 4,000,000  |   |                  | $ |       
|Accounts payable and accrued liabilities                                                                                                                                 |  |                   | 128,896    |   |                  |   |       
|Due to affiliates                                                                                                                                                        |  |                   | 1,845,612  |   |                  |   |       
|Distributions payable                                                                                                                                                    |  |                   | 60,541     |   |                  |   |       
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|Total liabilities                                                                                                                                                        |  |                   | 6,035,049  |   |                  |   |       
|                                                                                                                                                                         |  |                  
|Minority interest                                                                                                                                                        |  |                   | 113,015    |   |                  |   | 200,000
|                                                                                                                                                                         |  |                  
|Commitments and contingencies (Note 6)                                                                                                                                   |  |                   |            |   |                  |   |        
|                                                                                                                                                                         |  |                  
|Stockholders equity:                                                                                                                                                    |  |                   |            |   |                  |   |        
|                                                                                                                                                                         |  |                  
|Common stock, $0.001 par value; 700,000,000 shares authorized; 1,141,993 and 100 shares issued and outstanding at September 30, 2008 and
December 31, 2007, respectively |  |                   | 1,142      |   |                  |   | 1      
|Additional paid-in capital                                                                                                                                               |  |                   | 7,957,635  |   |                  |   | 999    
|Distributions                                                                                                                                                            |  |                   | (136,118   | ) |                  |   |       
|Accumulated deficit                                                                                                                                                      |  |                   | (788,416   | ) |                  |   |       
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|Total stockholders equity                                                                                                                                               |  |                   | 7,034,243  |   |                  |   | 1,000  
|                                                                                                                                                                         |  |                   |            |   |                  |   |        
|Total liabilities and stockholders equity                                                                                                                               |  | $                 | 13,182,307 |   |                  | $ | 201,000
|                                                                                                                                                                         |  |                   |            |   |                  |   |        

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                    |  |                                     |          |   |                                    |   |          |  
|--------------------------------------------------- |  | ----------------------------------- | -------- | - | ---------------------------------- | - | -------- | -
|                                                    |  | Three monthsended September 30,2008 |          |   | Nine monthsended September 30,2008 |  
|Revenues:                                           |  |                                     |          |   |                                    |   |          |  
|Self storage rental income                          |  | $                                   | 21,383   |   |                                    | $ | 21,383   |  
|Ancillary operating income                          |  |                                     | 692      |   |                                    |   | 692      |  
|                                                    |  |                                     |          |   |                                    |   |          |  
|Total revenues                                      |  |                                     | 22,075   |   |                                    |   | 22,075   |  
|                                                    |  |                                     |          |   |                                    |   |          |  
|                                                    |  |                                    
|Operating expenses:                                 |  |                                     |          |   |                                    |   |          |  
|Property operating expenses                         |  |                                     | 9,446    |   |                                    |   | 9,446    |  
|General and administrative                          |  |                                     | 305,860  |   |                                    |   | 810,188  |  
|Depreciation                                        |  |                                     | 10,538   |   |                                    |   | 18,819   |  
|                                                    |  |                                     |          |   |                                    |   |          |  
|Total operating expenses                            |  |                                     | 325,844  |   |                                    |   | 838,453  |  
|                                                    |  |                                     |          |   |                                    |   |          |  
|Operating loss                                      |  |                                     | (303,769 | ) |                                    |   | (816,378 | )
|Other income (expense):                             |  |                                     |          |   |                                    |   |          |  
|Interest expense                                    |  |                                     | (8,667   | ) |                                    |   | (8,667   | )
|Deferred financing amortization expense             |  |                                     | (5,527   | ) |                                    |   | (5,527   | )
|Interest income                                     |  |                                     | 13,027   |   |                                    |   | 19,124   |  
|Other financing costs                               |  |                                     | (48,490  | ) |                                    |   | (48,490  | )
|Other                                               |  |                                     | (5,398   | ) |                                    |   | (10,529  | )
|                                                    |  |                                     |          |   |                                    |   |          |  
|Loss before minority interest in loss of subsidiary |  |                                     | (358,824 | ) |                                    |   | (870,467 | )
|Minority interest in loss of subsidiary             |  |                                     | 9,581    |   |                                    |   | 82,051   |  
|                                                    |  |                                     |          |   |                                    |   |          |  
|Net loss                                            |  | $                                   | (349,243 | ) |                                    | $ | (788,416 | )
|                                                    |  |                                     |          |   |                                    |   |          |  
|Net loss per share  basic and diluted              |  | $                                   | (0.51    | ) |                                    | $ | (3.04    | )
|                                                    |  |                                     |          |   |                                    |   |          |  
|Weighted average shares outstanding                 |  |                                     | 686,935  |   |                                    |   | 259,001  |  
|                                                    |  |                                     |          |   |                                    |   |          |  

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

(Unaudited)



|                                                      |  |                |  |                      |       |                          |   |            |               |  |   |                    |   |  |       |          |   |  |   |            |  
|----------------------------------------------------- |  | -------------- |  | -------------------- | ----- | ------------------------ | - | ---------- | ------------- |  | - | ------------------ | - |  | ----- | -------- | - |  | - | ---------- | -
|                                                      |  | NumberofShares |  | CommonStockPar Value |       | AdditionalPaid-inCapital |   |            | Distributions |  |   | AccumulatedDeficit |   |  | Total |         
|Balance as of December 31, 2007                       |  | 100            |  | $                    | 1     |                          | $ | 999        |               |  | $ |                   |   |  | $     |         |   |  | $ | 1,000      |  
|Gross proceeds of common stock                        |  | 1,139,306      |  |                      | 1,139 |                          |   | 11,383,652 |               |  |   |                   |   |  |       |         |   |  |   | 11,384,791 |  
|Offering costs                                        |  |               |  |                      |      |                          |   | (3,451,591 | )             |  |   |                   |   |  |       |         |   |  |   | (3,451,591 | )
|Distributions                                         |  |               |  |                      |      |                          |   |           |               |  |   | (136,118           | ) |  |       |         |   |  |   | (136,118   | )
|Issuance of shares for distribution reinvestment plan |  | 2,587          |  |                      | 2     |                          |   | 24,575     |               |  |   |                   |   |  |       |         |   |  |   | 24,577     |  
|Net loss                                              |  |               |  |                      |      |                          |   |           |               |  |   |                   |   |  |       | (788,416 | ) |  |   | (788,416   | )
|                                                      |  |                |  |                      |       |                          |   |            |               |  |   |                    |   |  |       |          |   |  |   |            |  
|Balance as of September 30, 2008                      |  | 1,141,993      |  | $                    | 1,142 |                          | $ | 7,957,635  |               |  | $ | (136,118           | ) |  | $     | (788,416 | ) |  | $ | 7,034,243  |  
|                                                      |  |                |  |                      |       |                          |   |            |               |  |   |                    |   |  |       |          |   |  |   |            |  

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



|                                                                        |  |                                   |             |  
|----------------------------------------------------------------------- |  | --------------------------------- | ----------- | -
|                                                                        |  | Nine monthsendedSeptember 30,2008 |            
|Cash flows from operating activities:                                   |  |                                   |             |  
|Net loss                                                                |  | $                                 | (788,416    | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                   |             |  
|Depreciation and amortization expense                                   |  |                                   | 24,346      |  
|Minority interest in loss of subsidiary                                 |  |                                   | (82,051     | )
|Increase (decrease) in cash from changes in assets and liabilities:     |  |                                   |             |  
|Other assets                                                            |  |                                   | (3,276      | )
|Accounts payable and other accrued liabilities                          |  |                                   | 128,896     |  
|Prepaid expenses                                                        |  |                                   | (132,539    | )
|                                                                        |  |                                   |             |  
|Net cash used in operating activities                                   |  |                                   | (853,040    | )
|                                                                        |  |                                   |             |  
|Cash flows from investing activities                                    |  |                                   |             |  
|Purchase of real estate facilities                                      |  |                                   | (11,140,006 | )
|                                                                        |  |                                   |             |  
|Net cash flows used in investing activities                             |  |                                   | (11,140,006 | )
|                                                                        |  |                                   |             |  
|                                                                        | 
|Cash flows from financing activities:                                   |  |                                   |             |  
|Secured promissory note                                                 |  |                                   | 4,000,000   |  
|Deferred financing costs                                                |  |                                   | (165,800    | )
|Gross proceeds from issuance of common stock                            |  |                                   | 11,384,791  |  
|Offering costs                                                          |  |                                   | (3,451,591  | )
|Escrow receivable                                                       |  |                                   | (395,500    | )
|Due to affiliates                                                       |  |                                   | 1,718,437   |  
|Distributions paid                                                      |  |                                   | (55,934     | )
|                                                                        |  |                                   |             |  
|Net cash flows provided by financing activities                         |  |                                   | 13,034,403  |  
|                                                                        |  |                                   |             |  
|Increase in cash and cash equivalents                                   |  |                                   | 1,041,357   |  
|Cash and cash equivalents, beginning of period                          |  |                                   | 201,000     |  
|                                                                        |  |                                   |             |  
|Cash and cash equivalents, end of period                                |  | $                                 | 1,242,357   |  
|                                                                        |  |                                   |             |  
|                                                                        | 
|Supplemental disclosures of non-cash transactions :                     |  |                                   |             |  
|Distributions payable                                                   |  | $                                 | 60,541      |  
|Issuance of shares for distribution reinvestment plan                   |  | $                                 | 24,577      |  
|Purchase of furniture and equipment                                     |  | $                                 | 127,175     |  

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(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.

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 September 30, 2008, we had issued 1,141,993 shares of our common stock for gross proceeds of approximately $11.4 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 closed on the purchase of our first two self storage facilities (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 99%
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 a 1% 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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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



Our financial statements and the financial statements of our Operating Partnership are consolidated
in the accompanying consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in consolidation.

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. Interim results of operations are not necessarily indicative of the results to be expected for the full year. Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2008.

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.

The Companys account balance exceeds federally insurable limits by approximately $1.2 million as
of September 30, 2008. The Company mitigates this risk by depositing funds with a major financial institution.

Real Estate
Purchase Price Allocation

We account for our acquisitions in accordance with Financial Accounting Standards Boards
(FASB) Statement of Financial Accounting Standard No. 141, Business Combinations (FAS 141). 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, we do not expect to allocate 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. Based on the experience of our management, leases of this nature generally re-let in less than 30 days and lease-up costs are
minimal. Accordingly, we do not expect to have significant intangible assets recorded for in-place, at market leases. Additionally, we do not expect to have intangible assets recorded for the value of tenant relationships because we will not have
concentrations of significant tenants and the average tenant turnover is fairly frequent.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



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.

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 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 (VIE). We will evaluate, as appropriate, our interests, if any, in joint ventures and other arrangements to determine if
consolidation is appropriate.

Revenue Recognition and Valuation of Receivables

Management believes that all of our leases are operating leases. We receive rental income in accordance with the terms of our leases with tenants, which
are generally 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.

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          
|Building    |  | 30 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 sheet.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



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.

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 September 30, 2008, 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.

Minority Interest in Consolidated Subsidiary

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 minority interest in the accompanying consolidated balance sheets.

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), and expect to be taxed as such commencing with our taxable year ending 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 elected
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



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



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 by the weighted average
number of shares outstanding during the period. Diluted earnings per share are computed based on the weighted average number of shares and all potentially dilutive securities, if any.

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.

New Accounting
Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits entities to elect
to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the
election of the fair value option may only be made at initial recognition of the asset or liability or upon a re-measurement event that gives rise to new-basis accounting. The decision about whether to elect the fair value option is applied on an
instrument-by-instrument basis is irrevocable and is applied only to an entire instrument and not only to specified risks, cash flows or portions of that instrument. SFAS No. 159 does not affect any existing accounting literature that requires
certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. We adopted SFAS No. 159 effective January 1, 2008, and did not elect the fair value option for
any existing eligible items.

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 of FASB Statement No. 157 (FSP FAS 157-2), which delays 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 assets and liabilities recognized at fair value on a recurring basis effective January 1, 2008. The partial adoption of SFAS No. 157 did not have a material impact on our financial statements since we have no assets or
liabilities that are recognized at fair value on a recurring basis as of September 30, 2008.



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September 30, 2008

(Unaudited)



In December 2007, the FASB issued SFAS No. 141 (R) which requires the acquiring entity in a
business combination to measure the assets acquired, liabilities assumed and any non-controlling interests at their fair values on the acquisition date. The statement also requires that the acquisition-related transaction costs be expensed as
incurred. In addition, acquisition-related restructuring costs are to be capitalized only if they meet certain criteria. SFAS No. 141 (R) is effective for all business combinations occurring in fiscal years beginning after
December 15, 2008, which for us is the fiscal year beginning January 1, 2009. Management is currently evaluating the impact this statement will have on any business combinations in the future.

The FASB has issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (as amended), which amends ARB 51 to
establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies, among other matters, that a non-controlling interest in a subsidiary is an ownership interest in
the consolidated entity that should be reported as equity in the consolidated financial statements as opposed to being reported as liabilities or in the mezzanine section of the balance sheet. This statement becomes effective for all fiscal years,
and interim periods within those fiscal years, beginning on or after December 15, 2008, which for us is the fiscal year beginning January 1, 2009. Earlier adoption is prohibited. Management is currently evaluating the impact this statement
will have on its consolidated financial statements.

Note 3. Real Estate Assets

Acquisition

On September 25, 2008, the Company through two wholly-owned
subsidiaries of our Operating Partnership closed on the purchase of self storage facilities located in Biloxi, Mississippi (the Biloxi Property) and Gulf Breeze, Florida (the Gulf Breeze Property) from an unaffiliated third
party. The purchase price for the two properties was $10,760,000 exclusive of closing costs and acquisition fees. We paid our Advisor $269,000 in acquisition fees in connection with this acquisition. The acquisition was funded by net proceeds from
the Offering and a $4 million loan secured by the Biloxi Property and the Gulf Breeze Property (See Note 4).

The Biloxi Property
is a 596-unit self storage facility that sits on approximately 5.9 acres and contains approximately 66,600 rentable square feet of self storage space. The Gulf Breeze Property is a 705-unit self storage facility that sits on approximately 3.0 acres
and contains approximately 80,000 rentable square feet of self storage space.

We have accounted for the acquisition of these properties in
accordance with FAS 141. We have made the following preliminary purchase price allocations: $2,463,132 to land and $8,676,874 to building. The preliminary allocation of purchase price was based on an estimate of the fair value based on all available
information and will be finalized before the end of 2008.

The results of operations from these acquired properties are included in our
results of operations from the date of acquisition through September 30, 2008.

Note 4. Secured Promissory Note

On September 25, 2008, in connection with the acquisition of the Biloxi Property and the 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
matures 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



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



for an additional fee. The Spectrum Promissory Note bears 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 provides for interest-only payments payable monthly. We may 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 is 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.

Deferred
financing costs totaling $165,800 were paid in connection with the Spectrum Promissory Note and are being amortized over the life of the note, which is six months.

Note 5. Related Party Transactions

Fees to Affiliates

We have executed 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 related party costs were incurred for the three and nine months ended September 30, 2008 and any related amounts payable as of September 30, 2008 are summarized below:



|                                                                     |  |                                              |           |                                             |   |           |  |   |          
|-------------------------------------------------------------------- |  | -------------------------------------------- | --------- | ------------------------------------------- | - | --------- |  | - | ---------
|                                                                     |  | Three Months EndedSeptember 30, 2008Incurred |           | Nine Months EndedSeptember 30, 2008Incurred |   | Payable  
|Expensed                                                             |  |                                              |           |                                             |   |           |  |   |          
|Reimbursement of operating expenses (including organizational costs) |  | $                                            | 308,440   |                                             | $ | 816,435   |  | $ | 416,769  
|Asset management fees                                                |  |                                              | 1,868     |                                             |   | 1,868     |  |   | 1,868    
|Property management fees                                             |  |                                              | 909       |                                             |   | 909       |  |   | 909      
|Capitalized                                                          |  |                                              |           |                                             |   |           |  |   |          
|Acquisition fees and closing costs                                   |  |                                              | 302,200   |                                             |   | 302,200   |  |   |         
|Prepaid expenses and other assets                                    |  |                                              | 4,807     |                                             |   | 184,921   |  |   | 184,921  
|Additional Paid-in Capital                                           |  |                                              |           |                                             |   |           |  |   |          
|Selling commissions                                                  |  |                                              | 561,117   |                                             |   | 780,711   |  |   | 27,298   
|Dealer management fee                                                |  |                                              | 238,155   |                                             |   | 334,591   |  |   | 11,699   
|Reimbursements of offering costs                                     |  |                                              | 280,078   |                                             |   | 2,336,289 |  |   | 1,202,148
|                                                                     |  |                                              |           |                                             |   |           |  |   |          
|Total                                                                |  | $                                            | 1,697,574 |                                             | $ | 4,757,924 |  | $ | 1,845,612
|                                                                     |  |                                              |           |                                             |   |           |  |   |          

Advisory and Dealer Manager Agreements

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.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



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.

Dealer Manager Agreement

U.S.
Select Securities LLC, as dealer manager, will be entitled to receive 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 will enter into participating dealer agreements with certain other broker-dealers to authorize 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 is also entitled to receive a reimbursement of bona fide due diligence expenses up to 0.5% of the gross proceeds from sales in the Primary Offering.

Advisory Agreement

Our
Advisor will be entitled to receive 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 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 will receive 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 will also receive a monthly asset management fee for managing our assets equal to 0.0833% of the aggregate asset value 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.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



Our Advisory Agreement provides for reimbursement of our Advisors direct and indirect costs of
providing administrative and management services to us. 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.

Property Management Agreement

Strategic Storage Property Management, LLC, our property manager, will be entitled to
receive 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.

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 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. No awards have been granted under the Plan.

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 September 30, 2008, we have sold
2,587 shares through our distribution reinvestment plan.

Share Redemption Program

We have adopted a share redemption program that will enable 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



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September 30, 2008

(Unaudited)



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.

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.

Note 7.
Concentration of Credit Risk

The Company maintains its cash accounts with major financial institutions. These accounts are insured
by the Federal Deposit Insurance Corporation up to $100,000 at each institution (in October 2008, the Federal Deposit Insurance Corporation increased the insured amount up to $250,000 at each institution). The Company has not experienced any losses
with respect to cash balances in excess of government provided insurance. Management believes no significant concentration of credit risk exists with respect to these cash balances at September 30, 2008.

Note 8. Declaration of Distributions

On September 26, 2008, our
board of directors declared distributions for the fourth quarter of 2008 in the amount of $0.00191257 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 October 1, 2008 and continuing on each day thereafter through and including December 31,
2008.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)



Note 9. Pro Forma Financial Information (Unaudited)

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company for the three and nine months ended
September 30, 2008, as if the Companys acquisition discussed in Note 3 was completed at the beginning of each period presented. This pro forma information does not purport to represent what the actual results of operations of the Company
would have been for the periods indicated, nor do they purport to predict the results of operations for future periods.



|                                                    |  |                                    |          |   |                                   |   |          |  
|--------------------------------------------------- |  | ---------------------------------- | -------- | - | --------------------------------- | - | -------- | -
|                                                    |  | Three MonthsEndedSeptember 30,2008 |          |   | Nine MonthsEndedSeptember 30,2008 |  
|Net revenues                                        |  | $                                  | 316,985  |   |                                   | $ | 946,523  |  
|Loss before minority interest in loss of subsidiary |  | $                                  | (394,757 | ) |                                   | $ | (966,044 | )
|Net loss                                            |  | $                                  | (384,033 | ) |                                   | $ | (747,401 | )
|Loss per common share                               |  | $                                  | (0.56    | ) |                                   | $ | (2.89    | )

Note 10. Subsequent Events

Acquisitions

On October 31, 2008, our board of directors approved the potential
acquisition of three self storage facilities located in Walton, Kentucky, Crescent Springs, Kentucky and Florence, Kentucky. The purchase price for the facilities is approximately $9,900,000, and a $150,000 deposit was paid by the Company in
accordance with the purchase agreement, which was assigned to us from our sponsor, U.S. Commercial LLC, on November 13, 2008.

On
November 7, 2008, our board of directors approved the potential acquisition of a self storage facility located in Manassas, Virginia. The purchase price for the facility is approximately $4,700,000, and a $75,000 deposit was paid by the Company
in accordance with the purchase agreement, which was assigned to us from our sponsor, U.S. Commercial LLC, on November 13, 2008.

Offering Status

As of November 10, 2008, we have issued approximately 1.57 million shares of our common stock
for gross proceeds of approximately $15.7 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

Strategic Storage Trust, Inc. 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. Strategic Storage Trust, Inc. is newly formed and is subject to the general risks associated with a
start-up enterprise, including the risk of business failure. Our year end is December 31. As used in this report, we us and our refer to Strategic Storage Trust, Inc.

On August 24, 2007, Strategic Storage Advisor, LLC (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 $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, 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 September 30, 2008, we had issued 1,141,993 shares of our common stock for gross proceeds of approximately $11.4 million.

On September 25, 2008, we closed on the purchase of our first two self storage facilities. The purchase price for the two properties 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 (the Spectrum Loan) secured by the Biloxi Property and the Gulf Breeze Property (See Notes 3 and 4 of
Notes to Consolidated Financial Statements.)

Our results of operations for the nine months ended September 30, 2008 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 increase in future periods as a result of anticipated future acquisitions of
real estate assets.

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

SUMMARY OF CRITICAL ACCOUNTING POLICIES

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



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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 has 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 interim 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 will 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 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.



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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.

RESULTS OF OPERATIONS

Overview

On May 22, 2008, we satisfied the minimum offering requirements of the Primary Offering and commenced formal operations. As of
September 30, 2008, we had issued 1,141,993 shares of our common stock for gross proceeds of approximately $11.4 million. On September 25, 2008, we closed on the purchase of our first two self storage facilities and their operating results
are included in our results of operations from that date. Operating results in future periods will depend on the results of operations of the real estate properties that we acquire.

Self Storage Rental Income

Rental income for the three and nine months ended September, 30, 2008 was $21,383 which represents six days of revenue from our first two properties, which we acquired on September 25, 2008.

Property Operating Expenses

Property operating expenses for the three and nine months ended September, 30, 2008 were $9,446 which represents six days of operating expenses of our first two properties, which we acquired on September 25, 2008.

General and Administrative Expenses

We commenced formal business operations on May 22, 2008, upon satisfying the minimum offering requirements of the Primary Offering. General and administrative expenses for the three and nine months ended September 30, 2008,
consist primarily of legal expenses, insurance expense, allocation of a portion of our Advisors payroll related costs and board of directors meetings related costs. We expect general and administrative costs to increase in the future as
we make additional investments, but expect such expenses to decrease as a percentage of total revenues.



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Depreciation and Amortization

Depreciation and amortization expense was $16,065 and $24,346 for the three and nine months ended September 30, 2008, respectively. We expect
depreciation to increase in future periods as we acquire additional operating facilities.

Interest Expense

Interest expense for the three and nine months ended September 30, 2008 relates to interest incurred on the Spectrum Loan which partially funded our
acquisition on September 25, 2008. We expect interest expense to increase in future periods as we acquire additional operating facilities.

Other Financing Costs

Other financing costs for the three and nine months ended September 30, 2008 represent
costs incurred in seeking financing for our recent property acquisitions for financing other than the Spectrum Loan. Such financing was ultimately not obtained.

REIT Qualification

We intend to make an election under Section 856(c) of the Internal
Revenue Code of 1986 (the Code) to be taxed as a REIT under the Code, commencing with the taxable year ending December 31, 2008. If we qualify as a REIT for federal income tax purposes, we generally will not be subject to federal income tax on
income that we distribute 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.

LIQUIDITY AND CAPITAL RESOURCES

Short-Term Liquidity and Capital Resources

Through May 22, 2008, the date we satisfied the minimum offering requirements of the Primary Offering, we met our short-term operating liquidity requirements through advances from our Advisor or its affiliates,
as we needed to fund our operating expenses incurred before we raised the minimum offering. 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 our 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.



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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, if any. The Spectrum Loan matures on March 25, 2009, and we expect to fund this loan through proceeds of the Offering, net cash provided by
property operations, or obtaining future long-term financing. 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.

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. Currently, we do not have a credit facility or
other third party source of liquidity. To the extent we do not secure a credit facility or other third party source of liquidity, we will be 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
October 31, 2008, our board of directors approved the potential acquisition of three self storage facilities located in Walton, Kentucky, Crescent Springs, Kentucky and Florence, Kentucky. The purchase price for the facilities is approximately
$9,900,000, and a $150,000 deposit was paid by the Company in accordance with the purchase agreement, which was assigned to us from our sponsor, U.S. Commercial LLC, on November 13, 2008.

On November 7, 2008, our board of directors approved the potential acquisition of a self storage facility located in Manassas, Virginia. The
purchase price for the facility is approximately $4,700,000, and a $75,000 deposit was paid by the Company in accordance with the purchase agreement, which was assigned to us from our sponsor, U.S. Commercial LLC, on November 13, 2008.

Offering Status

As of
November 10, 2008, we have issued approximately 1.57 million shares of our common stock for gross proceeds of approximately $15.7 million.



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|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.

In connection with our property acquisition on
September 25, 2008, we obtained fixed rate debt financing. Our fixed rate debt consists of a $4 million note maturing on March 25, 2009 (subject to three one-month extensions.) This instrument was entered into for other than trading
purposes. A change in interest rates will have no impact on interest incurred or cash flows as it relates to this note. 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
|-------- | -----------------------

Managements
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and
with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 15d-15(e) under the
Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as
of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION



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

None.



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

The following risk factor is in
addition to the risk factors set forth in the Risk Factors section of the prospectus contained in our registration statement on Form S-11, as amended (File No. 333-146959).

Disruptions in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay
distributions to you.

Domestic and international financial markets currently are experiencing significant disruptions which have
been brought about in large part by failures in the U.S. banking system. These disruptions have severely impacted the availability of credit and have contributed to rising costs associated with obtaining credit. If debt financing is not available on
terms and conditions we find acceptable, we may not be able to obtain financing for investments. If this disruption in the credit markets persists, our ability to borrow monies to finance the purchase of, or other activities related to, real estate
assets will be negatively impacted. If we are unable to borrow monies on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase, and the return on the properties we do purchase may be
lower. In addition, if we pay fees to lock-in a favorable interest rate, falling interest rates or other factors could require us to forfeit these fees. All of these events would have a material adverse effect on our results of operations, financial
condition and ability to pay distributions.



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



|(a) | There were no unregistered sales of equity securities during the third quarter of 2008.
|--- | ---------------------------------------------------------------------------------------



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



|(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 third quarter of 2008, 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 September 30, 2008 (and is numbered in accordance with Item 601 of Regulation S-K).



|            |  |                                                                                                                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                 
|10.1*       |  | Agreement for Purchase and Sale by and between U.S. Commercial LLC and U-Store-It L.P. dated May 30, 2008 (subsequently assigned to Strategic Storage Trust, Inc.) (Exhibit 10.1 to Form 8-K of
Strategic Storage Trust, Inc. filed on July 31, 2008)                                                                       
|            | 
|10.2*       |  | First Amendment to Agreement for Purchase and Sale dated July 7, 2008 (subsequently assigned to Strategic Storage Trust, Inc.) (Exhibit 10.2 to Form 8-K of Strategic Storage Trust, Inc. filed
on July 31, 2008)                                                                                                           
|            | 
|10.3*       |  | Secured Promissory Note in favor of Spectrum Realty Mezzanine Fund I, LLC dated September 25, 2008 (Exhibit 10.1 to Form 8-K of Strategic Storage Trust, Inc. filed on October 1,
2008)                                                                                                                                     
|            | 
|10.4*       |  | Guaranty by Strategic Storage Trust, Inc. and Strategic Storage Operating Partnership, L.P. in favor of Spectrum Realty Mezzanine Fund I, LLC dated September 25, 2008 (Exhibit 10.2 to Form
8-K of Strategic Storage Trust Inc. filed on October 1, 2008)                                                                  
|            | 
|10.5*       |  | Purchase and Sale Agreement by and between Garrard Street Enterprises LLC, Crescent Springs Storage, LLC and U.S. Commercial LLC dated September 2, 2008 (subsequently assigned to Strategic
Storage Trust, Inc.) (Exhibit 10.1 to Form 8-K of Strategic Storage Trust, Inc. filed on November 13, 2008)                    
|            | 
|10.6*       |  | Second Amendment to Purchase and Sale Agreement by and between Garrard Street Enterprises LLC, Crescent Springs Storage, LLC and U.S. Commercial LLC dated November 13, 2008 (subsequently
assigned to Strategic Storage Trust, Inc.) (Exhibit 10.2 to Form 8-K of Strategic Storage Trust, Inc. filed on November 13, 2008)
|            | 
|10.7*       |  | Purchase and Sale Agreement by and between Godwin Store-It, LLC and U.S. Commercial LLC dated September 10, 2008 (subsequently assigned to Strategic Storage Trust, Inc.) (Exhibit 10.3 to Form
8-K of Strategic Storage Trust, Inc. filed on November 13, 2008)                                                            
|            | 
|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: November 13, 2008 |  |  |  | By:                                        |  | /s/ Michael S. McClure                                  
|                         |  |  |  |                                            |  | Michael S. McClure Chief Financial Officer and
Treasurer