Exhibit 99.2

Exhibit 99.2

NetREIT
INTRODUCTION TO PRO FORMA
FINANCIAL STATEMENTS (UNAUDITED)

As previously reported, On January 2, 2009, NetREIT (who we sometimes refer to as “we”, “our” or the “Company”) acquired the Morena Office Center, an office building located in San Diego, California. The purchase price for the property was $6.6 million. The Company purchased the property with $3.4 million cash and a $3.2 million draw on an existing line of credit. This property consists of a building of approximately 26,784 rentable square feet on approximately 0.62 acres.

As of the date we acquired the Morena Office Center, it was approximately 21 years old and 100 percent occupied under triple net leases.

The accompanying unaudited pro forma balance sheet as of December 31, 2008 has been prepared to give effect to the acquisition of Morena Office Center as if this real property had been acquired on December 31, 2008.

The accompanying unaudited pro forma statements of operations combine the historical statements of operations of NetREIT and the historical statements of operations of Morena Office Center for the year ended December 31, 2008, giving effect to the acquisition as if it had been completed on January 1, 2008.

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 audited historical statements of revenues over certain expenses of the acquired property for the year ended December 31, 2008 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, 2008. 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 Proforma Balance Sheet
December 31, 2008


				*Morena Office*			*Pro Forma*
	*NetREIT*			*Center*			*Combined Total*
ASSETS
Real estate assets, net	$	43,375,860		$	6,408,465	(1)	$	49,784,325
Lease intangibles, net		699,749			166,508			866,257
Land purchase option		1,370,000						1,370,000
Investment in real estate ventures		16,455,043						16,455,043
Mortgages receivable and interest		3,052,845						3,052,845
Cash and cash equivalents		4,778,761			(3,374,973	)(1)		1,403,788
Restricted cash		673,507						673,507
Deposits held by bankrupt institutions		520,000						520,000
Tenant receivables, net		99,180						99,180
Due from related party		39,432						39,432
Deferred rent receivable		200,846						200,846
Deferred stock issuance costs		69,478						69,478
Deposits on potential acquisitions		367,498						367,498
Other assets, net		728,681						728,681


TOTAL ASSETS	$	72,430,880		$	3,200,000		$	75,630,880


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable	$	21,506,957		$	3,200,000	(1)	$	24,706,957
Accounts payable and accrued liabilities		1,729,675						1,729,675
Dividends payable		754,576						754,576
Tenant security deposits		217,021						217,021

Total liabilities		24,208,229			3,200,000			27,408,229


Stockholders’ equity:
Undesignated preferred stock, no par value, shares authorized: 8,995,000, no shares issued and outstanding at December 31, 2008		—						—
Series A preferred stock, no par value, shares authorized: 5,000, no shares issued and outstanding at December 31, 2008		—						—
Convertible Series AA preferred stock, no par value, $25 liquidating preference, shares authorized: 1,000,000; 50,200 shares issued and outstanding at December 31, 2008, liquidating value of $1,255,000		1,028,916						1,028,916
Common stock Series A, no par value, shares authorized: 100,000,000; 6,766,472 shares issued and outstanding at December 31, 2008		56,222,663						56,222,663
Common stock Series B, no par value, shares authorized: 1,000, no shares issued and outstanding at December 31, 2008		—
Additional paid-in capital		433,204						433,204
Dividends paid in excess of accumulated earnings		(9,462,132	)					(9,462,132	)

Total stockholders’ equity		48,222,651			—			48,222,651


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	72,430,880		$	3,200,000		$	75,630,880

See notes to unaudited pro forma financial statements.

NetREIT
Unaudited Pro Forma Statement of Operations
For the Year ended December 31, 2008


									*Pro Forma Combined*
	*NetREIT*			*Morena Office Center*		*Adjustments*			*Total*

Rental income	$	5,107,410		$	667,743	$	—		$	5,775,153


Costs and expenses:
Interest		1,186,481					200,000	(2)		1,386,481
Rental operating costs		2,507,664			110,871					2,618,535
General and administrative		1,678,576			25,233					1,703,809
Depreciation and amortization		2,087,877					281,588	(3)		2,369,465

Total costs and expenses		7,460,598			136,104		481,588			8,078,290


Other income (expense):
Interest income		336,600								336,600
Loss on sale of real estate		(41,024	)							(41,024	)
Equity in losses of real estate ventures		(40,723	)							(40,723	)
Other expense		(12,184	)							(12,184	)

Total other income		242,669			—		—			242,669


Net income (loss)		(2,110,519	)		531,639		(481,588	)		(2,060,468	)

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


Net income (loss) attributable to common stockholders	$	(2,198,369	)	$	531,639	$	(481,588	)	$	(2,148,318	)


Loss per common share — basic and diluted	$	(0.43	)						$	(0.42	)


Weighted average number of common shares outstanding — basic		5,083,532								5,083,532

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 January 2, 2009, the Company completed its previously announced acquisition of Morena Office Center.

The purchase price of $6.6 million was allocated as follows:


Land	$	1,333,000
Building and other		4,833,141
Tenant improvements		242,324
In-place leases		80,861
Leasing costs		85,647

	$	6,574,973

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

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

ADJUSTMENT 1.

Purchase of Morena Office Center through the payment of $3.4 million in cash and a $3.2 million draw on an existing line of credit.

ADJUSTMENT 2.

Interest costs assumed to have been incurred on the $3.2 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 January 2, 2009.

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 2.74 years for tenant improvements and 39 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 one month to 4.25 years.