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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 June 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 August 11, 2008: 586,381 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 June 30, 2008 (unaudited) and December 31, 2007 (unaudited)             |  | 5       
|         |  |                                                                                                          
|         |  | Consolidated Statements of Operations for the Three Months and Six Months ended June 30, 2008 (unaudited) |  | 6       
|         |  |                                                                                                          
|         |  | Consolidated Statement of Stockholders Equity for the Six Months ended June 30, 2008 (unaudited)         |  | 7       
|         |  |                                                                                                          
|         |  | Consolidated Statement of Cash Flows for the Six Months ended June 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                     |  | 18      
|         |  |                                                                                                          
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 22      
|         |  |                                                                                                          
|Item 4T. |  | Controls and Procedures                                                                                   |  | 22      
|         |  |                                                                                                          
|PART II. |  | OTHER INFORMATION                                                                                         |  |         
|         |  |                                                                                                          
|Item 1.  |  | Legal Proceedings                                                                                         |  | 23      
|         |  |                                                                                                          
|Item 1A. |  | Risk Factors                                                                                              |  | 23      
|         |  |                                                                                                          
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                               |  | 23      
|         |  |                                                                                                          
|Item 3.  |  | Defaults Upon Senior Securities                                                                           |  | 23      
|         |  |                                                                                                          
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                       |  | 23      
|         |  |                                                                                                          
|Item 5.  |  | Other Information                                                                                         |  | 23      
|         |  |                                                                                                          
|Item 6.  |  | Exhibits                                                                                                  |  | 23      



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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 six months ended
June 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

June 30, 2008

(Unaudited)



|                                                                                                                                                                  |  |              |           |   |                  |   |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | -------
|                                                                                                                                                                  |  | June 30,2008 |           |   | December 31,2007
|ASSETS                                                                                                                                                            |  |              |           |   |                  |   |        
|Cash and cash equivalents                                                                                                                                         |  | $            | 2,312,800 |   |                  | $ | 201,000
|Escrow receivable                                                                                                                                                 |  |              | 345,000   |   |                  |   |       
|Prepaid expenses                                                                                                                                                  |  |              | 73,079    |   |                  |   |       
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total current assets                                                                                                                                              |  |              | 2,730,879 |   |                  |   | 201,000
|Furniture and equipment                                                                                                                                           |  |              | 107,035   |   |                  |   |       
|Accumulated depreciation                                                                                                                                          |  |              | (8,281    | ) |                  |   |       
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total other assets                                                                                                                                                |  |              | 98,754    |   |                  |   |       
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total assets                                                                                                                                                      |  | $            | 2,829,633 |   |                  | $ | 201,000
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |  |              |           |   |                  |   |        
|Distributions payable                                                                                                                                             |  | $            | 14,733    |   |                  | $ |       
|Due to affiliates                                                                                                                                                 |  |              | 2,298,366 |   |                  |   |       
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total current liabilities                                                                                                                                         |  |              | 2,313,099 |   |                  |   |       
|Minority interest                                                                                                                                                 |  |              | 126,038   |   |                  |   | 200,000
|Commitments and contingencies (Note 4)                                                                                                                            |  |              |           |   |                  |   |        
|Stockholders Equity:                                                                                                                                             |  |              |           |   |                  |   |        
|Common stock, $0.001 par value; 700,000,000 shares authorized; 322,327 and 100 shares issued and outstanding at June 30, 2008 and
December 31, 2007, respectively |  |              | 323       |   |                  |   | 1      
|Additional paid-in capital                                                                                                                                        |  |              | 844,837   |   |                  |   | 999    
|Distributions                                                                                                                                                     |  |              | (15,490   | ) |                  |   |       
|Accumulated deficit                                                                                                                                               |  |              | (439,174  | ) |                  |   |       
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total stockholders equity                                                                                                                                        |  |              | 390,496   |   |                  |   | 1,000  
|                                                                                                                                                                  |  |              |           |   |                  |   |        
|Total liabilities and stockholders equity                                                                                                                        |  | $            | 2,829,633 |   |                  | $ | 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 June 30,2008 |          |   | Six monthsended June 30,2008 |  
|Revenue                                             |  | $                              |         |   |                              | $ |         |  
|Operating Expenses:                                 |  |                                |          |   |                              |   |          |  
|General and administrative                          |  |                                | 504,328  |   |                              |   | 504,328  |  
|Depreciation                                        |  |                                | 8,281    |   |                              |   | 8,281    |  
|Other                                               |  |                                | 5,104    |   |                              |   | 5,104    |  
|                                                    |  |                                |          |   |                              |   |          |  
|Total Operating Expenses                            |  |                                | 517,713  |   |                              |   | 517,713  |  
|Interest Income                                     |  |                                | 2,821    |   |                              |   | 6,069    |  
|                                                    |  |                                |          |   |                              |   |          |  
|Loss Before Minority Interest in loss of Subsidiary |  |                                | (514,892 | ) |                              |   | (511,644 | )
|Minority interest in loss of subsidiary             |  |                                | 75,686   |   |                              |   | 72,470   |  
|                                                    |  |                                |          |   |                              |   |          |  
|Net Loss                                            |  | $                              | (439,206 | ) |                              | $ | (439,174 | )
|                                                    |  |                                |          |   |                              |   |          |  
|Net loss per share  basic and diluted              |  | $                              | (5.47    | ) |                              | $ | (10.93   | )
|                                                    |  |                                |          |   |                              |   |          |  
|Weighted average shares outstanding                 |  |                                | 80,251   |   |                              |   | 40,175   |  
|                                                    |  |                                |          |   |                              |   |          |  

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 from issuance of common stock          |  | 322,138        |  |                      | 322 |                           |   | 3,215,227  |               |  |   |                   |   |  |       |         |   |  |   | 3,215,549  |  
|Offering costs                                        |  |               |  |                      |    |                           |   | (2,372,239 | )             |  |   |                   |   |  |       |         |   |  |   | (2,372,239 | )
|Distributions                                         |  |               |  |                      |    |                           |   |           |               |  |   | (15,490            | ) |  |       |         |   |  |   | (15,490    | )
|Issuance of shares for distribution reinvestment plan |  | 89             |  |                      |    |                           |   | 850        |               |  |   |                   |   |  |       |         |   |  |   | 850        |  
|Net loss                                              |  |               |  |                      |    |                           |   |           |               |  |   |                   |   |  |       | (439,174 | ) |  |   | (439,174   | )
|                                                      |  |                |  |                      |     |                           |   |            |               |  |   |                    |   |  |       |          |   |  |   |            |  
|Balance as of June 30, 2008                           |  | 322,327        |  | $                    | 323 |                           | $ | 844,837    |               |  | $ | (15,490            | ) |  | $     | (439,174 | ) |  | $ | 390,496    |  
|                                                      |  |                |  |                      |     |                           |   |            |               |  |   |                    |   |  |       |          |   |  |   |            |  

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



|                                                                        |  |                             |            |  
|----------------------------------------------------------------------- |  | --------------------------- | ---------- | -
|                                                                        |  | Six monthsendedJune 30,2008 |           
|Cash flows from operating activities:                                   |  |                             |            |  
|Net loss                                                                |  | $                           | (439,174   | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                             |            |  
|Depreciation expense                                                    |  |                             | 8,281      |  
|Minority interest in loss of subsidiary                                 |  |                             | (72,470    | )
|Increase (decrease) in cash from changes in assets and liabilities:     |  |                             |            |  
|Prepaid expenses                                                        |  |                             | (73,079    | )
|                                                                        |  |                             |            |  
|Net cash used in operating activities                                   |  |                             | (576,442   | )
|                                                                        |  |                             |            |  
|Cash flows from financing activities:                                   |  |                             |            |  
|Gross proceeds from issuance of common stock                            |  |                             | 3,215,549  |  
|Offering costs                                                          |  |                             | (2,372,239 | )
|Escrow receivable                                                       |  |                             | (345,000   | )
|Due to affiliates                                                       |  |                             | 2,191,331  |  
|Distributions paid                                                      |  |                             | (1,399     | )
|                                                                        |  |                             |            |  
|Net cash flows provided by financing activities                         |  |                             | 2,688,242  |  
|                                                                        |  |                             |            |  
|Increase in cash and cash equivalents                                   |  |                             | 2,111,800  |  
|Cash and cash equivalents, beginning of period                          |  |                             | 201,000    |  
|                                                                        |  |                             |            |  
|Cash and cash equivalents, end of period                                |  | $                           | 2,312,800  |  
|                                                                        |  |                             |            |  
|Supplemental disclosures of non-cash transactions :                     |  |                             |            |  
|Distributions payable                                                   |  | $                           | 14,733     |  
|Issuance of shares for distribution reinvestment plan                   |  | $                           | 850        |  
|Purchase of furniture and equipment                                     |  | $                           | 107,035    |  

See notes to consolidated financial statements



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



|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). The officers of our Advisor are also officers of our sponsor.

On August 24, 2007, the 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 will offer a minimum amount of $1,000,000 (the Minimum Amount of Shares) and 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 our public offering and commenced formal operations. As of June 30, 2008, we had issued 322,327 shares of our common stock for gross proceeds of
approximately $3.2 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. As of June 30, 2008, we had neither
purchased nor contracted to purchase any properties.

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 (the 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



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



corporation (the TRS) formed on August 15, 2007, which is a wholly owned subsidiary of the Operating Partnership.

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.



|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 six months ended June 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 $2.1 million as of June 30, 2008. The Company mitigates this risk by depositing funds with a major financial institution.

Real Estate Purchase Price Allocation

We will account for all 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 will 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 will be 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 will be 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 will 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 will 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

June 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 will be operating leases. We will 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 will be included in rents received in advance in our consolidated balance sheets and contractually due but unpaid rents will be included in other assets.

Depreciation of Real Property Assets

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

Depreciation of our assets is expected to be charged to expense on a straight-line basis over the assigned useful lives. Depreciation of furniture and equipment is recognized on a straight-line basis with an estimated
useful life of 3 to 5 years.

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 the
Minimum Amount of Shares are sold (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



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



recognize such excess as a capital contribution from our Advisor. As of June 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 the Operating Partnership and the limited rights of the limited partner, the Operating Partnership, including its wholly owned subsidiary, 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 estate related business. The TRS will be subject to corporate
federal and state income tax. The TRS will follow 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. As of June 30, 2008, the TRS has not commenced operations.

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



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



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 remeasurement 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 June 30, 2008.

The FASB has issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements (as amended), which amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies, among other matters,
that a noncontrolling 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.



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



|3. | 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 incurred by the Company for the six months ended June 30, 2008 and any related amounts payable as of June 30, 2008
are summarized below:



|                                                                     |  |          |           |         |   |          
|-------------------------------------------------------------------- |  | -------- | --------- | ------- | - | ---------
|                                                                     |  | Incurred |           | Payable
|Expensed                                                             |  |          |           |         |   |          
|Reimbursement of operating expenses (including organizational costs) |  | $        | 507,995   |         | $ | 411,102  
|Capitalized                                                          |  |          |           |         |   |          
|Prepaid expenses and furniture and equipment                         |  |          | 180,114   |         |   | 180,114  
|Additional Paid-in Capital                                           |  |          |           |         |   |          
|Selling commissions                                                  |  |          | 219,594   |         |   | 18,725   
|Dealer management fee                                                |  |          | 96,436    |         |   | 10,350   
|Reimbursements of offering costs                                     |  |          | 2,056,211 |         |   | 1,678,075
|                                                                     |  |          |           |         |   |          
|Total                                                                |  | $        | 3,060,350 |         | $ | 2,298,366
|                                                                     |  |          |           |         |   |          

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.

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 of our shares; (iii) our costs of conducting our training



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



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 the Advisory Agreement. As discussed above, we are required under the
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. The 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 the 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 the 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 the
Advisory Agreement or liquidate our portfolio.

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



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



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.



|4. | 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 June 30, 2008, we have distributed 89 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 purchaseprice



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STRATEGIC STORAGE TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)



The purchase price shall equal the amount paid for the shares until the Offering price changes or 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.



|5. | Concentration of Credit Risk
|-- | ----------------------------

The Company maintains
its cash accounts with major financial institutions. The cash balances consist of business money market accounts. These accounts are insured by the Federal Deposit Insurance Corporation up to $100,000 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 June 30, 2008.



|6. | Declaration of Distributions
|-- | ----------------------------

On June 26,
2008, our board of directors declared distributions for the third 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 July 1, 2008 and continuing on each day thereafter through and including
September 30, 2008.



|7. | Subsequent Events
|-- | -----------------

Acquisitions

On July 18, 2008, our board of directors approved the potential acquisition of two self storage facilities located in Gulf
Breeze, Florida and Biloxi, Mississippi. The purchase price for the facilities is approximately $10,760,000 and a $200,000 non-refundable 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 July 25, 2008.

Offering Status

As of August 11, 2008, we have issued 586,381 shares of our common stock for gross proceeds of approximately $5.8 million.



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|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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 will offer a minimum amount of $1,000,000 (the
Minimum Amount of Shares) and 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 our public offering and commenced formal operations. As of June 30, 2008, we had issued 322,327 shares of
our common stock for gross proceeds of approximately $3.2 million.

As of June 30, 2008, we had not acquired any self storage
properties.

Our results of operations for the six months ended June 30, 2008 are not indicative of those expected in future periods
as we expect that rental income, operating expenses, depreciation, and amortization 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 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



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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 footnote 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 have not yet acquired any properties. However, upon
the acquisition of each of our properties, we will allocate the purchase prices of such properties based on a number of estimates and assumptions. We will 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 price 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

Once we begin acquiring properties, the majority of our assets will 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

As we purchase properties, we will be required to assess the useful lives of the underlying assets, 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 will 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 our public offering and commenced
formal operations. As of June 30, 2008, we had issued 322,327 shares of our common stock for gross proceeds of approximately $3.2 million. Operating results in future periods will depend on the results of operations of the real estate
properties that we acquire.

Revenue

We have yet to acquire any operating facilities and therefore have not recorded any rental revenues.

General and Administrative Expenses

We commenced formal business operations on May 22, 2008, upon satisfying
the minimum offering requirements of our public offering. General and administrative expenses consist primarily of legal expenses, insurance expense, allocation of a portion of our Advisors payroll related costs, organizational expenses 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.

Depreciation

Depreciation
relates to the depreciation of furniture and equipment. We expect depreciation to increase in future periods as we acquire operating facilities.

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



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

Long-Term Liquidity and Capital Resources

On a long-term basis, our principal demands for funds will be for property acquisitions, either directly or through entity interests, for the payment of
operating expenses and distributions, and for the payment of interest on our outstanding indebtedness, if any. Generally, cash needs for items, other than property acquisitions, will be met from operations and proceeds received from the Offering.
However, there may be a delay between the sale of our shares and our purchase of properties that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations. Our Advisor will evaluate
potential additional property acquisitions and engage in negotiations with sellers on our behalf. After a purchase contract is executed that contains specific terms, the property will not be purchased until the successful completion of due
diligence, which includes, among other items, review of the title insurance commitment, an appraisal and an environmental analysis. In some instances, the proposed acquisition will require the negotiation of final binding agreements, which may
include financing documents. During this period, we may decide to temporarily invest any unused proceeds from the Offering in certain investments that could yield lower returns than the properties. These lower returns may affect our ability to make
distributions.

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



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Potential future sources of capital include proceeds from our 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 our Offering and
income from operations in order to meet our long term liquidity requirements and to fund our distributions.

Subsequent Events

Acquisitions

On July 18, 2008, our board of directors approved the potential acquisition of two self storage facilities located in Gulf Breeze, Florida and Biloxi, Mississippi. The purchase price for the facilities is approximately $10,760,000 and
a $200,000 non-refundable 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 July 25, 2008.

Offering Status

As of August
11, 2008, we have issued 586,381 shares of our common stock for gross proceeds of approximately $5.8 million.



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

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

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. Because we have not acquired any operating facilities, we currently have
limited exposure to financial market risks. Currently our cash balance represents substantially all of our assets and a 10% increase or decrease in interest rates would not have a material effect on our financial position or results of operations.



|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



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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.

PART II. OTHER INFORMATION



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

None.



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

There are no material changes to the
risk factors set forth in the Risk Factors section of the prospectus contained in our registration statement on Form S-11, as amended (File No. 333-146959).



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



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



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



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



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



|(a) | We had no indebtedness during the second quarter of 2008.
|--- | ---------------------------------------------------------



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



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

None.



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



|(a) | During the second 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 June 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)                                    
|            | 
|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: August 14, 2008 |  |  |  | By:                                        |  | /s/ Michael S. McClure               
|                       |  |  |  |                                            |  | Michael S. McClure                   
|                       |  |  |  |                                            |  | Chief Financial Officer and Treasurer