Exhibit 99.2

Exhibit 99.2

NetREIT
INTRODUCTION TO PRO FORMA
FINANCIAL STATEMENTS (UNAUDITED)

As previously reported, on July 9, 2008, NetREIT (who we sometimes refer to as “we”, “our” or the “Company”), completed a real property acquisition of the Executive Office Park property (“EOP” or “Property”) located at 1271, 1277, 1283 and 1295 Kelly Johnson Boulevard in Colorado Springs, Colorado. EOP is comprised of an office condominium development consisting of four (4) separate buildings with a total of 65,084 square feet situated on four (4) legal parcels.

The purchase price was $10.1 million, including transactions costs. The property was acquired with $3.6 million cash and a new $6.5 million line of credit facility with a fixed rate of 6.25% maturing December 10, 2009. The loan is secured by EOP and the Company’s Regatta Square property in Denver, Colorado.

As of the date we acquired EOP, it was approximately six years old and 95 percent occupied under triple net leases.

The accompanying unaudited pro forma balance sheet as of June 30, 2008 has been prepared to give effect to the acquisition of EOP as if this real property had been acquired on June 30, 2008.

The accompanying unaudited pro forma statements of operations combine the historical statements of operations of NetREIT and the historical statements of operations of EOP for the six months ended June 30, 2008 and the year ended December 31, 2007, giving effect to the acquisition as if it had been completed on January 1, 2007.

You should read this information in conjunction with:

The accompanying notes to the unaudited pro forma financial statements;

The separate audited historical financial statements of NetREIT for the years ended December 31, 2008 and 2007 included in its Annual Report on Form 10-K/A filed by the Company on June 26, 2009.

The separate unaudited historical financial statements of NetREIT as of June 30, 2008 and for the three and six months ended June 30, 2008 and 2007 included in the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2008 filed by the Company on May 13, 2009, as amended; and

The separate unaudited and audited historical statements of revenues over certain expenses of the acquired property for the six months ended June 30, 2008 and the year ended December 31, 2007 which are included elsewhere herein.

We are presenting the unaudited pro forma financial information for informational purposes only. The pro forma information is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the acquisition on January 1, 2007. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company.

NetREIT
Unaudited Pro Forma Balance Sheet
June 30, 2008


							*Pro Forma Combined*
	*NetREIT*			*Executive Office Park*			*Total*

ASSETS
Real estate assets, net	$	40,786,890		$	9,810,780	(1)	$	50,597,670
Lease intangibles, net		611,530			315,101	(1)		926,631
Land purchase option		1,370,000						1,370,000
Investment in real estate ventures		1,063,646						1,063,646
Mortgages receivable and interest		1,995,594						1,995,594
Cash and cash equivalents		10,203,149			(3,612,166)	(1)		6,590,983
Restricted cash		572,523						572,523
Tenant receivables		54,671						54,671
Due from related party		77,267						77,267
Deferred rent receivable		143,634						143,634
Deferred stock issuance costs		118,233						118,233
Deposits on potential acquisitions		781,973						781,973
Other assets, net		398,622			83,785	(1)		482,407


TOTAL ASSETS	$	58,177,732		$	6,597,500		$	64,775,232


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	17,853,578		$	6,597,500	(1)	$	24,451,078
Accounts payable and accrued liabilities		841,923						841,923
Dividends payable		359,872						359,872
Tenant security deposits		254,473						254,473

Total liabilities		19,309,846			6,597,500			25,907,346


Stockholders’ equity:
Undesignated preferred stock, no par value, shares authorized: 8,995,000, no shares issued and outstanding at June 30, 2008 and December 31, 2007		—						—
Series A preferred stock, no par value, shares authorized: 5,000, no shares issued and outstanding at June 30, 2008 and December 31, 2007		—						—
Convertible Series AA preferred stock, no par value, $25 liquidating preference, shares authorized: 1,000,000; 50,200 shares issued and outstanding at June 30, 2008 and December 31, 2007, liquidating value of $1,255,000		1,028,916						1,028,916
Common stock Series A, no par value, shares authorized: 100,000,000; 5,147,278 and 3,835,958 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		42,376,581						42,376,581
Common stock Series B, no par value, shares authorized: 1,000, no shares issued and outstanding at June 30, 2008 and December 31, 2007		—						—
Additional paid-in capital		433,204						433,204
Dividends paid in excess of accumulated earnings		(4,970,815	)					(4,970,815	)

Total stockholders’ equity		38,867,886			—			38,867,886


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	58,177,732		$	6,597,500		$	64,775,232

See notes to unaudited pro forma financial statements.

NetREIT
Unaudited Pro Forma Statement of Operations
For the Year ended December 31, 2007


				*Executive Office*					*Pro Forma*
	*Netreit*			*Park*		*Adjustments*			*Combined Total*

Rental income	$	2,836,506		$	1,190,166	$	—		$	4,026,672


Costs and expenses:
Interest		842,090					412,344	(2)		1,282,362
							27,928	(4)
Rental operating costs		1,471,667			385,937					1,857,604
General and administrative		794,659			48,967					843,626
Depreciation and amortization		942,072					653,604	(3)		1,595,676

Total costs and expenses		4,050,488			434,904		1,093,876			5,579,268


Other income:
Interest income		434,310								434,310
Other income		4,307								4,307

Total other income		438,617			—		—			438,617


Loss from continuing operations		(775,365	)		755,262		(1,093,876	)		(1,113,979	)


Discontinued operations:
Income from discontinued operations		198,224								198,224
Gain from sale of real estate		2,886,131								2,886,131

Total discontinued operations		3,084,355			—		—			3,084,355


Net income (loss)		2,308,990			755,262		(1,093,876	)		1,970,376

Preferred stock dividends		(87,850	)							(87,850	)


Net income (loss) available to common stockholders	$	2,221,140		$	755,262	$	(1,093,876	)	$	1,882,526


Income (loss) per common share — basic and diluted:
Loss from continuing operations	$	(0.36	)						$	(0.49	)
Income from discontinued operations		1.27								1.27

Income (loss) per common share — basic	$	0.91							$	0.78


Weighted average number of common shares outstanding — basic and diluted		2,426,887								2,426,887

See notes to unaudited pro forma financial statements.

NetREIT
Unaudited Pro Forma Statement of Operations
For the Six Months Ended June 30, 2008


				*Executive*					*Pro Forma*
	*NetREIT*			*Office Park*		*Adjustments*			*Combined Total*

Rental income	$	2,439,711		$	539,585		—		$	2,979,296


Costs and expenses:
Interest		569,852					206,172	(2)		789,988
							13,964	(4)
Rental operating costs		1,217,550			176,191					1,393,741
General and administrative		581,869			13,273		26,979	(5)		622,121
Depreciation and amortization		961,550					326,802	(3)		1,288,352

Total costs and expenses		3,330,821			189,464		573,917			4,094,202


Other income:
Interest income		172,492								172,492
Gain on sale of real estate		605,539								605,539
Other income		6,479								6,479

Total other income		784,510			—		—			784,510


Net income (loss)		(106,600	)		350,121		(573,917	)		(330,396	)

Preferred stock dividends		(43,925	)							(43,925	)


Net income (loss) available to common stockholders	$	(150,525	)	$	350,121	$	(573,917	)	$	(374,321	)


Income (loss) per common share — basic and diluted:	$	(0.03	)						$	(0.09	)


Weighted average number of common shares outstanding — basic		4,382,998								4,382,998

See notes to unaudited pro forma financial statements.

NetREIT
NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION

As explained in the Introduction to Unaudited Pro Forma Financial Statements, on July 9, 2008, the Company completed its previously announced acquisition of EOP.

The purchase price of $10.1 million was allocated as follows:


Land	$	1,265,735
Building and other		7,747,826
Tenant improvements		797,219
In-place leases		195,518
Leasing costs		119,583

	$	10,125,881

The pro forma adjustments to record the purchase of EOP reflected in the accompanying unaudited pro forma balance sheet are explained below.

NOTE 2 — ADJUSTMENTS TO PRO FORMA BALANCE SHEET AS OF JUNE 30, 2008 AND THE PRO FORMA STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND YEAR ENDED DECEMBER 31, 2007

ADJUSTMENT 1.

Purchase of EOP through the payment of $3.6 million in cash and a $6.5 million draw on a new line of credit with a fixed interest rate of 6.25% and loan fees of $83,785 associated with the loan, paid with a draw on the line of credit.

ADJUSTMENT 2.

Interest costs assumed to have been incurred on the $6.5 million of debt taken out in connection with the purchase from the first day of the period presented. The interest rate used was 6.25% based on the rate in effect as of the close of the transaction, or July 9, 2008.

ADJUSTMENT 3.

Depreciation and amortization as if the acquisition had been completed from the first day of the period presented. Depreciation is recorded on a straight-line basis over 2.65 years for tenant improvements and 55 years for building and other. The lease intangible assets, in-place leases and leasing costs are being amortized on a straight-line basis over the remaining lives of the leases which range from approximately 1 to 4.5 years.

ADJUSTMENT 4

Amortization of deferred loan fees as if the acquisition had been completed from the first day of the period presented over the three year life of the loan.

ADJUSTMENT 5

Accrue management fees at 5 percent of rental income as if the acquisition had been completed from the first day of the period presented.