SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

⊠ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Maryland	76-0594970
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

1450 W. Sam Houston Parkway N., Suite 100

Houston, Texas 77043

Yes x

~~Yes~~ ⊠No o

Large Accelerated Filer o No ⊠

Non-Accelerated Filer ý

PART I - FINANCIAL INFORMATION

Hartman Commercial Properties REIT and Subsidiary


	March 31, 2006			December 31, 2005
	(Unaudited)
Assets
Real estate
Land	$	32,770,566		$	32,770,566
Buildings and improvements		141,344,762			141,018,810
		174,115,328			173,789,376
Less accumulated depreciation		(21,182,002	)		(19,824,386	)
Real estate, net		152,933,326			153,964,990

Cash and cash equivalents		1,715,364			848,998

Escrows and acquisition deposits		4,525,647			5,307,663

Note receivable		622,135			628,936

Receivables
Accounts receivable, net of allowance for doubtful accounts of $463,585 and $472,875 as of March 31, 2006 and December 31, 2005, respectively		1,259,745			1,248,985
Accrued rent receivable		2,691,821			2,593,060
Due from affiliates		3,240,968			3,180,663

Receivables, net		7,192,534			7,022,708

Deferred costs, net		3,189,336			3,004,218

Prepaid expenses and other assets		1,194,604			684,536

Total assets	$	171,372,946		$	171,462,049

See notes to consolidated financial statements.

September 30,
2005

December 31,
2004

(Unaudited)

Assets

Real estate
Land $ 30,750,645 $ 28,446,210
Buildings and improvements 125,266,042 113,551,420
156,016,687 141,997,630
Less accumulated depreciation (18,637,322 ) (15,450,416 )
Real estate, net
137,379,365 126,547,214

Cash and cash equivalents 1,566,355 631,978

Escrows and acquisition deposits 4,612,768 4,978,362

Note receivable 639,104 655,035

Receivables
Accounts receivable, net of allowance for doubtful
accounts of $498,475 and $342,690 as of September 30, 2005

and December 31, 2004, respectively
892,327 1,008,621
Accrued rent receivable 2,823,313 2,594,933
Due from affiliates 3,110,627 3,300,202

Receivables, net
6,826,267 6,903,756

Deferred costs, net 3,796,493 2,797,294

Prepaid expenses and other assets 272,851 103,301

Total assets $ 155,093,203 $ 142,616,940


	March 31, 2006			December 31, 2005
	(Unaudited)
Liabilities and Shareholders’ Equity
Liabilities
Notes payable	$	73,316,704		$	73,025,535
Accounts payable and accrued expenses		1,425,780			4,063,126
Due to affiliates		308,669			350,865
Tenants’ security deposits		1,467,069			1,440,864
Prepaid rent		428,160			470,248
Offering proceeds escrowed		1,303,480			1,559,439
Dividends payable		1,631,724			1,525,460
Other liabilities		1,026,914			1,026,914

Total liabilities		80,908,500			83,462,451



Minority interests of unit holders in Operating Partnership; 5,808,337 units at March 31, 2006 and December 31, 2005		33,744,495			34,272,074

Commitments and contingencies		-			-

Shareholders’ equity
Preferred shares, $0.001 par value per share; 50,000,000 shares authorized; none issued and outstanding at March 31, 2006 and December 31, 2005		-			-
Common shares, $0.001 par value per share; 400,000,000 shares authorized; 9,346,440 and 8,913,654 issued and outstanding at March 31, 2006 and December 31, 2005, respectively		9,346			8,914
Additional paid-in capital		66,420,123			62,560,077
Accumulated deficit		(9,709,518	)		(8,841,467	)

Total shareholders’ equity		56,719,951			53,727,524

Total liabilities and shareholders’ equity	$	171,372,946		$	171,462,049

See notes to consolidated financial statements.

Hartman Commercial Properties REIT and Subsidiary

	Three Months Ended March 31,
	2006			2005

Revenues
Rental income	$	5,976,726		$	4,777,193
Tenants’ reimbursements		1,380,329			1,359,938
Interest and other income		153,316			175,509

Total revenues		7,510,371			6,312,640

Expenses
Operation and maintenance		1,017,455			756,465
Interest expense		1,307,569			770,060
Real estate taxes		865,455			729,032
Insurance		133,758			104,759
Electricity, water and gas utilities		512,103			219,610
Property management and asset management fees to an affiliate		412,249			359,003
General and administrative		449,526			317,439
Depreciation		1,357,616			1,028,878
Amortization		201,220			337,728
Bad debt expense (recoveries)		(9,290	)		167,985

Total expenses		6,247,661			4,790,959

Income before minority interests		1,262,710			1,521,681

Minority interests in Operating Partnership		(499,335	)		(697,237	)

Net income	$	763,375		$	824,444

Net income per common share	$	0.083		$	0.114

Weighted-average shares outstanding		9,211,711			7,247,162

See notes to consolidated financial statements.

~~Table of Contents~~

September 30,
2005

December 31,
2004

(Unaudited)

Liabilities, Minority Interests and Shareholders’ Equity

Liabilities
Notes payable $ 63,520,797 $ 57,226,111
Accounts payable and accrued expenses 2,996,142 3,354,610
Due to affiliates 168,692 675,861
Tenants’ security deposits 1,278,777 1,066,147
Prepaid rent 373,844 254,765
Offering proceeds escrowed 1,485,192 1,471,696
Dividends payable 1,412,087 1,230,281
Other liabilities
1,026,914 1,019,363

Total liabilities
72,262,445 66,298,834

Minority interests of unit holders in Operating Partnership;
5,808,337 units at September 30, 2005

and December 31, 2004
35,077,864 36,489,114

Commitments and contingencies - -

Shareholders’ equity
Preferred shares, $0.001 par value per share; 50,000,000

shares authorized; none issued and outstanding

at September 30, 2005 and December 31, 2004
- -
Common shares, $0.001 par value per share; 400,000,000

shares authorized; 8,137,746 and 7,010,146 issued and

outstanding at September 30, 2005 and December 31, 2004
8,138 7,010
Additional paid-in capital
55,415,884 45,527,152
Accumulated deficit
(7,671,128 ) (5,705,170 )

Total shareholders’ equity
47,752,894 39,828,992

Total liabilities and shareholders’ equity $ 155,093,203 $ 142,616,940

~~See notes to consolidated financial statements.~~

~~Table of Contents~~

Consolidated Statements of ~~Income~~Changes in Shareholders’ Equity

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005 2004 2005 2004

Revenues
Rental income $ 4,967,156 $ 4,674,623 $ 14,785,885 $ 13,671,538
Tenants’ reimbursements 1,055,734 1,166,462 3,603,535 3,448,438
Interest and other income 181,739 81,771 398,258 385,048

Total revenues
6,204,629 5,922,856 18,787,678 17,505,024

Expenses
Operation and maintenance 943,609 673,201 2,491,107 2,111,374
Interest expense 970,109 801,090 2,651,906 1,950,935
Real estate taxes 826,638 639,274 2,391,661 1,976,980
Insurance 110,516 111,994 331,973 350,813
Electricity, water and gas utilities 251,379 222,045 724,574 601,966
Management and partnership
management fees to an affiliate
323,517 329,743 1,052,679 999,688
General and administrative 334,824 276,085 955,665 925,624
Depreciation 1,109,772 1,015,710 3,186,910 2,933,419
Amortization 353,868 305,879 1,089,696 904,581
Bad debt expense 86,225 54,075 155,785 78,950

Total operating expenses
5,310,457 4,429,096 15,031,956 12,834,330

Income before minority interests 894,172 1,493,760 3,755,722 4,670,694

Minority interests in Operating Partnership (382,662 ) (696,464 ) (1,669,492 ) (2,177,759 )

Net income $ 511,510 $ 797,296 $ 2,086,230 $ 2,492,935

Net income per common share $ 0.064 $ 0.114 $ 0.273 $ 0.356

Weighted-average shares outstanding 8,014,097 7,010,146 7,645,483 7,010,146

Issuance of common stock for cash, net of offering costs

See notes to consolidated financial statements.

~~Table of Contents~~

Consolidated Statements ~~of Changes in Shareholders’ Equity~~

cash, net of offering costs

~~See notes to consolidated financial statements.~~

~~Table of Contents~~

~~Consolidated~~ ~~Statements~~ of Cash Flows

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

See notes to consolidated financial statements.

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 1 -

Summary of Significant Accounting Policies

The consolidated financial statements included in this report are unaudited; however, amounts presented in the balance sheet as of December 31, ~~2004~~2005 are derived from the audited consolidated financial statements of the Company (defined below) at that date. The unaudited financial statements at ~~September 30, 2005~~March 31, 2006 have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information on a basis consistent with the annual audited consolidated financial statements and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The consolidated financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position of Hartman Commercial Properties REIT (“HCP”) and its subsidiary as of ~~September 30, 2005~~March 31, 2006 and results of operations ~~for the three month and nine month periods ended September 30, 2005~~ and cash flows for the ~~nine~~three month period ended ~~September 30, 2005.~~March 31, 2006. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results expected for a full year. The statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in HCP’s Annual Report on Form 10-K.

HCP was formed as a real estate investment trust, pursuant to the Texas Real Estate Investment Trust Act on August 20, 1998 to consolidate and expand the real estate investment strategy of Allen R. Hartman (“Hartman”) in acquiring and managing retail, office/warehouse and office properties. In July 2004, HCP changed its state of organization from Texas to Maryland pursuant to a merger of HCP directly with and into a Maryland real estate investment trust formed for the sole purpose of the reorganization and the conversion of each outstanding common share of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity (see Note 9)8). Hartman, HCP’s Chairman of the Board of Trustees, has been engaged in the ownership, acquisition, and management of commercial properties in the Houston, Texas, metropolitan area for over 20 years. HCP serves as the general partner of Hartman REIT Operating Partnership, L.P. (the “Operating Partnership” or “HROP” or “OP”), which was formed on December 31, 1998 as a Delaware limited partnership. HCP and the Operating Partnership are collectively referred to herein as the “Company.” HCP currently conducts substantially all of its operations and activities through the Operating Partnership. As the general partner of the Operating Partnership, HCP has the exclusive power to manage and conduct the business of the Operating Partnership, subject to certain customary exceptions. Hartman Management, L.P. (the “Management Company”), a company wholly-owned by Hartman, provides a full range of real estate services for the Company, including leasing and property management, accounting, asset management and investor relations. As of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004, respectively,~~2005, the Company owned and operated ~~36 and 34~~37 retail, office/warehouse and office properties in and around Houston, Dallas and San Antonio, Texas.

Basis of consolidation

HCP is the sole general partner of the Operating Partnership and possesses full legal control and authority over the operations of the Operating Partnership. As of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, HCP owned a majority of the partnership interests in the Operating Partnership. Consequently, the accompanying consolidated financial statements of the Company include the accounts of the Operating Partnership. All significant intercompany balances have been eliminated. Minority ~~interests~~interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than ~~the Company.~~HCP. Net income is allocated to minority interests based on the weighted-average percentage ownership of the Operating Partnership during the year. Issuance of additional common shares of beneficial interest in HCP (“common shares”) and units of limited partnership interest in the Operating Partnership (“OP Units”) changes the ownership interests of both the minority interests and HCP.

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 1 -

Summary of Significant Accounting Policies ~~(Continued)~~(continued)

The financial records of the Company are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are recorded when incurred.

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents at ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004~~2005 consist of demand deposits at commercial banks and money market funds.

Due from affiliates include amounts owed to the Company from Hartman-operated limited partnerships and other entities.

Escrows and acquisition deposits

Escrow deposits include escrows established pursuant to certain mortgage financing arrangements for real estate taxes, insurance, maintenance and capital expenditures and escrow of proceeds of the Public Offering described in Note 98 prior to shares being issued for those proceeds. Acquisition deposits include earnest money deposits on future acquisitions.

Real estate properties are recorded at cost, net of accumulated depreciation. Improvements, major renovations and certain costs directly related to the acquisition, improvement and leasing of real estate are capitalized. Expenditures for repairs and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of 5 to 39 years for the buildings and improvements. Tenant improvements are depreciated using the straight-line method over the life of the lease.

Management reviews its properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through operations. Management determines whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. Management has determined that there has been no impairment in the carrying value of the Company’s real estate assets as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004.~~2005.

Deferred costs consist primarily of leasing commissions paid to the Management Company and deferred financing costs. Leasing commissions are amortized using the straight-line method over the terms of the related lease agreements. Deferred financing costs are amortized using the straight-line method over the terms of the loans, which approximates the interest method. Costs allocated to in-place leases whose terms differ from market terms related to acquired properties are amortized over the remaining life of the respective leases.

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 1 -

Summary of Significant Accounting Policies ~~(Continued)~~(continued)

Offering costs include selling commissions, issuance costs, investor relations fees and unit purchase discounts. These costs were incurred in the raising of capital through the sale of common shares and are treated as a reduction of shareholders’ equity.

All leases on properties held by the Company are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the related leases. Differences between rental income earned and amounts due per the respective lease agreements are capitalized or charged, as applicable, to accrued rent receivable. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. The Company provides an allowance for doubtful accounts against the portion of tenant accounts receivable which is estimated to be uncollectible.

Federal income taxes

The Company is qualified as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 and is therefore not subject to Federal income taxes provided it meets all conditions specified by the Internal Revenue Code for retaining its REIT status. The Company believes it has continuously met these conditions since reaching 100 shareholders in 1999 (see Note 7)6).

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used by the Company include the estimated useful lives for depreciable and amortizable assets and costs, and the estimated allowance for doubtful accounts receivable. Actual results could differ from those estimates.

Derivative Instruments

The Company has initiated a program designed to manage exposure to interest rate fluctuations by entering into financial derivative instruments. The primary objective of this program is to comply with debt covenants on a credit facility. The Company entered into an interest rate swap agreement with respect to amounts borrowed under certain of our credit facilities, which effectively exchanges existing obligations to pay interest based on floating rates for obligations to pay interest based on fixed LIBOR rates.

Changes in the market value of the derivative instruments and in the market value of the hedged items are recorded in earnings each reporting period. For items that are appropriately classified as cash flow hedges in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” changes in the market value of the instrument and in the market value of the hedged item are recorded as other comprehensive income with the exception of the portion of the hedged items that are considered ineffective. The derivative instruments are reported at fair value as other assets or other liabilities as applicable.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 1 -

Summary of Significant Accounting Policies (continued)

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash, cash equivalents, accounts receivable and accounts and notes payable. The carrying value of cash, cash equivalents, accounts receivable and accounts payable are representative of their respective fair values due to the short-term nature of these instruments. Investment securities are carried at fair market value or at amounts that approximate fair market value. The fair value of the Company’s debt obligations is representative of its carrying value based upon current rates offered for similar types of borrowing arrangements. The fair value of interest rate swaps (used for hedging purposes) is the estimated amount that the financial institution would receive or pay to terminate the swap agreements at the reporting date, taking into account current interest rates and the current creditworthiness of the swap counterparties.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 1 -

Summary of Significant Accounting Policies (continued)

In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154 (“SFAS 154”), “Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 2 and FASB Statement No. 3.” This statement changes the requirements for the accounting for and reporting of a change in accounting principle. This statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. This statement is effective for fiscal years beginning after December 15, 2005 and is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140” (“SFAS 155”). This Statement will be effective beginning the first quarter of 2007. Earlier adoption is permitted. The statement permits interests in hybrid financial assets that contain an embedded derivative that would require bifurcation to be accounted for as a single financial instrument at fair value with changes in fair value recognized in earnings. This election is permitted on an instrument-by-instrument basis for all hybrid financial instruments held, obtained, or issued as of the adoption date. The Company is currently assessing the impact and timing of adoption of SFAS 155.

In March 2006, FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140,” (“SFAS 156”) which permits entities to elect to measure servicing assets and servicing liabilities at fair value and report changes in fair value in earnings. Adoption of SFAS 156 is required for financial periods beginning after September 15, 2006. The Company is currently assessing the impact and timing of adoption of SFAS 156, but does not expect the standard to have a material impact on the ~~Company’s~~ consolidated financial statements.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 1 -~~

~~Summary of Significant Accounting Policies (Continued)~~

Concentration of risk

Substantially all of the Company’s revenues are obtained from retail, office/warehouse and office locations in the Houston, Dallas and San Antonio, Texas metropolitan areas.

The Company maintains cash accounts in major financial institutions in the United States. The terms of these deposits are on demand to minimize risk. The balances of these accounts regularly exceed the federally insured limits, although no losses have been incurred in connection with such cash balances.

Comprehensive income

The Company follows Statement of Financial Accounting Standards (“SFAS”) No. 130, “Reporting Comprehensive Income,” which establishes standards for reporting and display for comprehensive income and its components. For the periods presented, the Company did not have significant amounts of other comprehensive income.

Note 2 -

Real Estate

During 2004, the Company acquired from an unrelated party one multi-tenant retail center comprising approximately 95,032 square feet of gross leasable area (“GLA”). The property was acquired for cash in the amount of approximately $8,900,000.

During the first quarter of 2005, the Company acquired from an unrelated party one multi-tenant office building comprising approximately 106,169 square feet of GLA. The property was acquired for cash in the amount of approximately $5,500,000.

During the third quarter of 2005, the Company acquired from an unrelated party one multi-tenant office building comprising approximately 125,874 square feet of GLA. The property was acquired for cash in the amount of approximately $7,980,000.

The purchase prices the Company ~~paid~~pays for the properties ~~were~~it acquires are determined by, among other procedures, estimating the amount and timing of expected cash flows from the acquired properties, discounted at market rates. This process in general also results in the assessment of fair value for each property.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 2 -

Real Estate (continued)

The Company allocates the purchase price of real estate to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, generally consisting of the value of above-market and below-market leases, other value of in-place leases and the value of tenant relationships, based in each case on management’s estimates of their fair values.

Management estimates the fair value of acquired tangible assets by valuing the acquired property as if it were vacant. The “as-if-vacant” value (limited to the purchase price) is allocated to land, building, and tenant improvements based on management’s determination of the relative fair values of these assets.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term and any fixed-rate renewal periods in the respective leases.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 2 -~~

~~Real Estate (Continued)~~

The aggregate value of other intangible assets acquired is measured based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Management’s estimates of value are made using methods similar to those used by independent appraisers, primarily discounted cash flow analysis. Factors considered by management in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which generally range from four to 18 months, depending on specific local market conditions. Management also estimates costs to execute similar leases including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.

The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics considered by management in allocating these values include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

The value of in-place leases, if any, is amortized to expense over the remaining initial term of the respective leases, which, for leases with allocated intangible value, are expected to range generally from five to 10 years. The value of customer relationship intangibles is amortized to expense over the remaining initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles are charged to expense.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 2 -

Real Estate (continued)

At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, the Company owned and operated ~~36 and 34~~37 commercial properties in the Houston, Dallas and San Antonio, Texas areas comprising approximately ~~2,867,000 and 2,635,000~~3,121,000 square feet of ~~GLA, respectively.~~

Note 3 -

~~Investment in Real Estate Partnership~~

During January 2004, the Company contributed approximately $9,000,000 to Hartman Gulf Plaza Acquisitions LP, a Texas limited partnership, in which it is a limited partner with a 73.11% percentage interest. On January 30, 2004, the partnership purchased Gulf Plaza, a 120,651 square foot office building located in Houston, Texas. The purpose of the partnership was to acquire the building and sell tenant-in-common interests in it. Ninety-nine percent tenant-in-common interests in the building were sold in June 2004. The partnership retains a one-percent tenant-in-common interest in the building.

The Company’s equity in income (loss) of the partnership of $(1,880) and $8,935 for the three months ended September 30, 2005 and 2004, respectively, and $4,805 and $209,929 for the nine months ended September 30, 2005 and 2004, respectively, is included in other income on the consolidated statement of income. The Company’s remaining investment in the partnership of $4,805 as of September 30, 2005 is included in other assets on the consolidated balance sheet.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 4 -~~

~~Note Receivable~~Interest Rate Swap

~~In January 2003,~~

Effective March 16, 2006, the Company ~~partially financed~~executed an interest rate swap used to mitigate the ~~sale of~~risks associated with adverse movements in interest rates which might affect expenditures. The Company has not designated this derivative contract as a ~~property it had previously sold~~hedge, and ~~for which it had taken a note receivable of $420,000~~ as ~~part~~such, the change in the fair value of the ~~consideration. The Company advanced $290,000 and renewed and extended the balance of $420,000 still due from the original sale.~~

~~The original principal~~derivative is recognized currently in earnings. This derivative instrument has a total notional amount of $30,000,000, and matures monthly through March, 2008. As of March 31, 2006, the ~~note receivable, dated January 10, 2003,~~fair value of this instrument is ~~$710,000. The note~~$-0- and as such, is ~~payable~~not reflected in ~~monthly installments of $6,382, including interest at 7% per annum, for~~ the ~~first two years of the note. Thereafter, monthly installments of $7,489 are due with interest at 10% per annum. The note is fully amortizing with the final payment due January 10, 2018.~~consolidated balance sheet.

Note 54 -

Debt

Mortgages and other notes payable consist of the following:

In December 2002, the Company refinanced substantially all of its mortgage debt with a $34,440,000 three-year floating rate mortgage loan collateralized by 18 of the Company’s properties and having a maturity date of January 1, ~~2006. The~~2006, extendable for an additional two years. Effective as of February 28, 2006 we extended the loan ~~bears~~to January 1, 2008. During the initial term, the loan bore interest at 2.5% over a 30-day LIBOR ~~rate (6.20% and 4.79%~~(6.79% at ~~September 30, 2005 and~~ December 31, ~~2004, respectively)~~2005) computed on the basis of a ~~360 day year and has a two-year~~360-day year. During the extension ~~option.~~term the interest rate will be 3.0% over 30-day LIBOR (7.63% at March 31, 2006). Interest only payments are due monthly ~~for the first 30 month period after the origination date, after which~~and the loan may be repaid in full or in $100,000 increments, with a final balloon payment due upon maturity. ~~Loan~~

The Company capitalized loan costs of $1,271,043 ~~were capitalized and~~ financed from the proceeds of the ~~refinancing.~~refinancing and amortized the costs fully over the initial term of the loan. The security documents related to the mortgage loan contain a covenant that requires Hartman REIT Operating Partnership II, L.P., a wholly owned subsidiary formed for the purpose of ~~the Company,~~this credit facility, to maintain adequate capital in light of its contemplated ~~business~~ operations. This covenant and the other restrictions provided for in the credit facility do not affect Hartman REIT Operating Partnership II, L.P.’s ability to make distributions to the Company.

On June 30, 2003, the Company entered into a $25,000,000 loan agreement with a bank pursuant to which the Company could, subject to the satisfaction of certain conditions, borrow funds to acquire additional income producing properties. The revolving loan agreement terminated in June, 2005 and provided for interest payments at a rate, adjusted monthly, of either (at the Company’s option) 30-day LIBOR plus 225 basis points, or the bank’s prime rate less 50 basis points, with either rate subject to a floor of 3.75% per annum. The loan was secured by then owned and otherwise unencumbered properties and could also be secured by properties acquired with the proceeds drawn from the facility. The Company was required to make monthly payments of interest only, with the principal and all accrued unpaid interest being due at maturity of the loan. The loan could be prepaid at any time without penalty. The Company paid off and closed this credit facility during June 2005.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 5 -~~

~~Debt (Continued)~~

In connection with the purchase of the Windsor Park property in December 2003, the Company assumed a note payable in the amount of $6,550,000 secured by the property. The balance at ~~September 30, 2005~~March 31, 2006 was ~~$5,733,090.~~$5,485,217. The note is payable in equal monthly installments of principal and interest of $80,445, with interest at the rate of 8.34% per annum. The balance of the note is payable in full on December 1, 2006.

The Company financed its comprehensive insurance premium with a note in the amount of $338,901 payable in nine equal monthly installments of $37,656, which includes interest at 4.12%. The note is secured by unearned insurance premiums

Hartman Commercial Properties REIT and ~~will be paid in full in November 2005.~~Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 4 -

Debt (continued)

On June 2, 2005, the Company finalized a new revolving credit facility with a consortium of banks. The facility became retroactively effective as of March 11, 2005, the date certain documents for the facility were placed into escrow, pending the completion of the transaction. The credit facility is secured by a pledge of the partnership interests in Hartman REIT Operating Partnership III LP (“HROP III”), a new ~~wholly-owned~~wholly owned subsidiary of the Operating Partnership that was formed to hold title to the properties comprising the borrowing base pool for the facility. Presently there are 1718 properties owned by HROP III.

The current limit of the credit facility is $50,000,000 and it may be increased to $100,000,000 as the borrowing base pool expands. The Company entered into this credit facility to refinance the $25,000,000 loan described above, to finance property acquisitions and for general corporate purposes.

As of ~~September 30,~~March 31, 2006 and December 31, 2005 the balance outstanding under the facility was ~~$23,275,094~~$32,975,094 and the availability to draw was ~~$22,829,207.~~$17,024,906.

Outstanding amounts under the credit facility accrue interest computed (at the Company’s option) at either the LIBOR or the Alternative Base Rate on the basis of a 360 day year, ~~at the Company’s option, at either the LIBOR Rate or the Alternative Base Rate,~~ plus the applicable margin as determined from the following table:

Total Leverage Ratio	LIBOR Margin	Alternative Base Rate Margin
Less than 60% but greater than or equal to 50%	2.40%	1.15%
Less than 50% but greater than or equal to 45%	2.15%	1.025%
Less than 45%	1.90%	1.00%

Total Leverage Ratio
LIBOR Margin
Alternative
Base Rate Margin

Less than 60% but greater than or equal to 50% 2.40% 1.15%
Less than 50% but greater than or equal to 45% 2.15% 1.025%
Less than 45% 1.90% 1.00%

The Alternative Base Rate is a floating rate equal to the higher of the bank’s base rate or the Federal Funds Rate plus .5%. LIBOR Rate loans will be available in one, two, three or six month periods, with a maximum of six contracts at any time. The effective interest rate as of ~~September 30, 2005~~March 31, 2006 was ~~5.43%~~6.65% per annum.

Interest only is payable monthly under the loan with the total amount of principal due at maturity on March 11, 2008. The loan may be prepaid at any time in part or in whole, provided that the credit facility is not in default. If LIBOR ~~Rate~~ pricing is elected, there is a prepayment penalty based on a “make-whole” calculation for all costs associated with prepaying a LIBOR borrowing.

As of December 31, 2005, the Company was in violation of a loan covenant which provides that the ratio of declared dividends to funds from operations (as defined in the loan agreement) shall not be greater than 95%. As this violation constitutes an event of default, the lenders had the right to accelerate payment of this credit facility. However, on May 8, 2006 the Company received a waiver from the required majority of the consortium banks in the credit facility and also entered into a modification of the loan agreement whereby the covenant was amended though December 31, 2006. As amended, the ratio of declared dividends to funds from operations (as defined in the loan agreement) shall not exceed 107% for the three months ended March 31, 2006 and June 30, 2006. The Company is now in compliance with the covenant, as amended.

The Company financed its comprehensive insurance premium with a note in the amount of $757,175 payable in 10 equal monthly installments of $75,718, which includes interest at 5.49%. The note is secured by unearned insurance premiums and will be paid in full in December 2006.

1413

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 54 -

Debt ~~(Continued)~~(continued)

As of ~~September 30, 2005,~~March 31, 2006, annual maturities of notes payable, including the revolving loan, are as follows:

Year Ended
September 30,

2006 $ 34,975,062
2007 5,270,641
2008 23,275,094

$ 63,520,797

The Company is subject to certain financial and non-financial covenants related to the above-mentioned credit facilities. At September 30, 2005 and December 31, 2004, the Company was in compliance with the covenants.

Year Ended March 31,

2007	$	5,901,610
2008		67,415,094

	$	73,316,704

Supplemental Cash Flow Information

~~The Company made cash payments for interest on debt of $970,109~~The Company made cash payments for interest on debt of $1,307,569 and $770,060 for the three months ended March 31, 2006 and ~~$801,090 for the three months ended September 30,~~ 2005, ~~and 2004, respectively, and $2,651,906 and $2,015,785 for the nine months ended September 30, 2005 and 2004,~~ respectively.

Note 65 -

Earnings Per Share

Basic earnings per share is computed using net income available to common shareholders and the weighted average number of common shares outstanding. Diluted earnings per share ~~would reflect~~reflects common shares issuable from the assumed conversion of OP ~~units~~Units convertible into common shares. ~~However, only~~Only those items that have a dilutive impact on basic earnings per share are included in the diluted earnings per share. Accordingly, ~~because conversion of OP units into common shares is antidilutive, no OP units were included in~~excluded from the ~~diluted~~ earnings per share ~~calculations.~~calculation for each of the three months ended March 31, 2006 and 2005 are 5,808,337 OP Units as their inclusion would be anti-dilutive.

Three Months Ended
September 30,

Nine Months Ended
September 30,

2005 2004 2005 2004
Basic and diluted earnings per share
Weighted average common

shares outstanding
8,014,097 7,010,146 7,645,483 7,010,146

Basic and diluted earnings per share
$ 0.064 $ 0.114 $ 0.273 $ 0.356

Net income
$ 511,510 $ 797,296 $ 2,086,230 $ 2,492,935

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

	Three Months Ended March 31,
	2006		2005
Basic and diluted earnings per share

Weighted average common shares outstanding		9,211,711		7,247,162

Basic and diluted earnings per share	$	0.083	$	0.114

Net income	$	763,375	$	824,444

~~September 30, 2005~~

Note 76 -

Federal Income Taxes

Federal income taxes are not provided because the Company intends to and believes it qualifies as a REIT under the provisions of the Internal Revenue Code. Shareholders of the Company include their proportionate taxable income in their individual tax returns. As a REIT, the Company must distribute at least 90% of its ordinary taxable income to its shareholders and meet certain income sources and investment restriction requirements. In addition, REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.

Taxable income differs from net income for financial reporting purposes principally due to differences in the timing of recognition of interest, real estate taxes, depreciation and rental revenue.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 6 -

~~For~~

Federal ~~income tax purposes, the cash dividends distributed to shareholders are characterized as follows for the year ended December 31, 2004:~~Income Taxes (continued)

For Federal income tax purposes, the cash dividends distributed to shareholders are characterized as follows for the year ended December 31, 2005:

	~~2004~~	2005

Ordinary income (unaudited)		~~67.7~~	%62.6%
Return of capital (unaudited)		~~32.3~~	%37.4%
Capital gain distributions (unaudited)		~~0.0~~	%0.0%

Total		~~100.0~~	%100.0%

Note 87 -

Related-Party Transactions

In January 1999, the Company entered into a property management agreement with the Management Company. Effective September 1, 2004, this agreement was amended and restated. Prior to September 1, 2004, in consideration for supervising the management and performing various day-to-day affairs, the Company paid the Management Company a management fee of 5% and a partnership management fee of 1% based on Effective Gross Revenues from the properties, as defined. After September 1, 2004, the Company pays the Management Company property management fees in an amount not to exceed the fees customarily charged in arm’s length transactions by others rendering similar services in the same geographic area, as determined by a survey of brokers and agents in such area. The Company expects these fees to be between approximately 2% and 4% of Gross Revenues, as such term is defined in the amended and restated property management agreement, for the management of office buildings and approximately 5% of Gross Revenues for the management of retail and office/industrial properties. Effective September 1, 2004, the Company entered into an advisory agreement with the Management Company which provides that the Company pay the Management Company a fee of one-fourth of .25% of Gross Asset Value, as such term is defined in the advisory agreement, per quarter for asset management services. The Company incurred total management, partnership and asset management fees of ~~$323,517~~$412,249 and ~~$329,743~~$359,003 for the three months ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004, respectively, and $1,052,679 and $999,688 for the nine months ended September 30, 2005 and 2004,~~ respectively. Such fees in the amounts of ~~$98,875~~$139,153 and ~~$54,331~~$111,286 were payable to the Management Company at ~~September 30, 2005~~March 31, 2006 and December 31, 2005, respectively.

The aggregate fees and reimbursements payable to the Management Company under the new agreements effective September 1, 2004 ~~respectively.~~were not intended to be significantly different from those that would have been payable under the previous agreement. Upon actual calculation, the asset management fee under the new agreement was significantly higher. The Management Company waived the excess of the fee for the period September 1, 2004 through March 31, 2006 in perpetuity.

During July 2004, the Company amended certain terms of its Declaration of Trust. Under the amended terms, the Management Company may be required to reimburse the Company for operating expenses exceeding certain limitations determined at the end of each fiscal quarter. Reimbursements, if any, from the Management Company are recorded on a quarterly basis as a reduction in property management fees.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 8 -~~

~~Related-Party Transactions (Continued)~~

Under the provisions of the property management agreement, costs incurred by the Management Company for the management and maintenance of the properties are reimbursable to the Management Company. At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004, $35,973~~2005, $21,193 and ~~$188,772,~~$51,675, respectively, were payable to the Management Company related to these reimbursable costs.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 7 -

Related-Party Transactions (continued)

In consideration of leasing the properties, the Company also pays the Management Company leasing commissions for leases originated by the Management Company and for expansions and renewals of existing leases. The Company incurred total leasing commissions to the Management Company of ~~$325,610~~$386,338 and ~~$218,657~~$266,588 for the three months ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004, respectively, and $1,350,410 and $713,586 for the nine months ended September 30, 2005 and 2004,~~ respectively. At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004, $33,844~~2005, $57,102 and ~~$232,343,~~$78,744, respectively, were payable to the Management Company relating to leasing commissions. The aggregate fees and reimbursements payable to the Management Company under the new agreements effective September 1, 2004 were not significantly different from those that would have been payable under the previous agreement.

In connection with the Public Offering described in Note 9,8, the Company reimburses the Management Company up to 2.5% of the gross selling price of all common shares sold for organization and offering expenses (excluding selling commissions and a dealer manager fee) incurred by the Management Company on behalf of the Company. The Company ~~incurred total reimbursable organization and offering expenses to~~pays its dealer manager, through the Management Company by agreement between them, a fee of ~~$87,167~~up to 2.5% of the gross selling price of all common shares sold in the offering. The Company incurred total fees of $193,236 and $273,241 for the three months ended ~~September 30,~~March 31, 2006 and 2005, respectively. Such fees have been treated as offering costs and ~~$280,636 for~~netted against the ~~nine months ended September 30, 2005. At September 30, 2005 and December 31, 2004, $37,129 and $-0-, respectively, were payable to~~proceeds from the ~~Management Company relating to reimbursable organization and offering expenses.~~sale of common shares.

Also in connection with the Public Offering described in Note 9,8, the Management Company receives an acquisition fee equal to 2% of the gross selling price of all common shares sold for services in connection with the selection, purchase, development or construction of properties for the Company. The Company will capitalize this acquisition fee and allocate it to the purchase price of properties acquired with offering proceeds. The Company incurred total acquisition fees to the Management Company of ~~$69,733~~$77,294 and $109,296 for the three months ended ~~September 30, 2005,~~March 31, 2006 and ~~$224,508 for the nine months ended September 30,~~ 2005. At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004, $29,703~~2005, $91,221 and ~~$-0-,~~$109,160, respectively, were payable to the Management Company relating to organization and offering expenses, dealer manager fees and acquisition fees.

The Management Company paid ~~$18,135~~$23,974 and $26,856 to the Company for office space during the three months ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004, respectively, and $60,626 and $79,968 for the nine months ended September 30, 2005 and 2004,~~ respectively. Such amounts are included in rental income in the consolidated statements of income.

In conjunction with the acquisition of certain properties, the Company assumed liabilities payable to the Management Company. At September 30, 2005 and December 31, 2004, $-0- and $200,415, respectively, was payable to the Management Company related to these liabilities.

HCP’s day-to-day operations are strategically directed by the Board of ~~Trustees~~Trust Managers and implemented through the Management Company. HCP owns substantially all of its real estate properties through the Operating Partnership. Hartman is the HCP’s Board Chairman and sole owner of the Management Company and Terry L. Henderson, a trustee and Chief Financial Officer of HCP, also serves as Chief Financial Officer of the Management Company. Hartman was owed ~~$47,435~~$47,729 and ~~$47,386~~$47,478 in dividends payable on his common shares at ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, respectively. Hartman owned ~~3.3%~~2.9% and ~~3.9%~~3.0% of the issued and outstanding common shares of the Company as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, respectively.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 8 -~~

~~Related-Party Transactions (Continued)~~

Effective January 2002, Houston R.E. Income Properties XIV, L.P. (“Houston R.E. XIV”) contributed five properties to the Operating Partnership in exchange for OP Units. Houston R.E. XIV continued to own two additional properties, one of which was contributed to the Operating Partnership in October 2002 in exchange for OP Units. All of these properties secured a single loan, which was repaid by the Company in December 2002. Houston R.E. XIV agreed to pay the Company the portion of the loan repaid by the Company that was attributable to the last property held by Houston R.E. XIV. As of September 30, 2005 and December 31, 2004, Houston R.E. XIV owed the Company $3,618,617 and $3,474,616, respectively. The loan is secured by the property, accrues interest at a rate of 2.5% over LIBOR and is payable upon demand. An affiliate of Mr. Hartman is the general partner of Houston R.E. XIV.

Hartman Management, L.P. owed the Company $-0- and $130,863 as of September 30, 2005 and December 31, 2004, respectively, as a result of various transactions undertaken in the normal course of business. All of these transactions arose prior to 2000 between Hartman Management, L.P. and the Company or its predecessor entities. The balance owing at December 31, 2004 was paid in full in January 2005.

The Company was a party to various other transactions with related parties which are reflected in due to/from affiliates in the accompanying consolidated balance sheets and also disclosed in Note 9.8.

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

March 31, 2006

Note 98 -

Shareholders’ Equity

In July 2004, HCP changed its state of organization from Texas to Maryland pursuant to a merger of HCP directly with and into a Maryland real estate investment trust formed for the sole purpose of the reorganization and the conversion of each outstanding common share of beneficial interest of the Texas entity into 1.42857 common shares of beneficial interest of the Maryland entity. Under its Articles of Amendment and Restatement in effect, HCP has authority to issue 400,000,000 common shares of beneficial interest, $0.001 par value per share, and 50,000,000 preferred shares of beneficial interest, $0.001 par value per share. All capital stock amounts, share and per share information in the accompanying consolidated financial statements and the related notes to consolidated financial statements have been adjusted to retroactively reflect this recapitalization.

Prior to June 2004, the Charter and Bylaws of HCP authorized HCP to issue up to 100,000,000 common shares at $0.001 par value per share, and 10,000,000 Preferred Shares at $0.001 par value per share. HCP commenced a private offering (the “Private Offering”) in May 1999 to sell 2,500,000 common shares, par value $.001 per share, at a price of $10 per common share for a total Private Offering of $25,000,000. HCP intended that the Private Offering be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation D promulgated thereunder. The common shares are “restricted securities” and are not transferable unless they subsequently are registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. The Private Offering was directed solely to “accredited investors” as such term is defined in Regulation D. Pursuant to the Private Offering, HCP sold for cash or issued in exchange for property or OP Units, 4,907,107 (7,010,146 after the reorganization) shares as of September 30, 2005 and December 31, 2004. HCP conducts substantially all of its operations through the Operating Partnership. All net proceeds of the Private Offering were contributed by HCP to the Operating Partnership in exchange for OP Units. The Operating Partnership used the proceeds to acquire additional commercial properties and for general working capital purposes. HCP received one OP Unit for each $10 contributed to the Operating Partnership. OP Units were valued at $10 per unit because they are convertible on a one-for-one basis to common shares, which were being sold in the Private Offering for $10 per common share.

~~Table of Contents~~

~~Hartman Commercial Properties REIT and Subsidiary~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~September 30, 2005~~

~~Note 9 -~~

~~Shareholders’ Equity (Continued)~~

On September 15, 2004, HCP’s Registration Statement on Form S-11, with respect to a public offering (the “Public Offering”) of up to 10,000,000 common shares of beneficial interest to be offered at a price of $10 per share was declared effective under the Securities Act of 1933. The Registration Statement also covers up to 1,000,000 shares available pursuant to HCP’s dividend reinvestment plan to be offered at a price of $9.50 per share. ~~Post-Effective Amendment No. 1 to the Registration Statement was declared effective by the SEC on June 27, 2005.~~ The shares are offered to investors on a best efforts basis. Post-Effective Amendments No. 1, 2 and 3 to the Registration Statement were declared effective by the SEC on June 27, 2005, March 9, 2006 and May 3, 2006, respectively.

As of ~~December~~March 31, 2004, no shares had been issued pursuant to the Public Offering. HCP did not admit new shareholders pursuant to the Public Offering or receive proceeds from the Public Offering until it received and accepted subscriptions for a minimum of 200,000 shares for gross offering proceeds of $2,000,000. As of December 31, 2004, HCP had received and accepted subscriptions for 147,432 shares for gross offering proceeds of $1,474,320. The initial 200,000 shares have now been sold, and additional subscription proceeds are being held in escrow until investors are admitted as shareholders. HCP intends to admit new stockholders at least monthly. At that time, subscription proceeds may be released to HCP from escrow and applied to the making of investments and the payment or reimbursement of the dealer manager fee, selling commissions and other organization and offering expenses. Until required for such purposes, net offering proceeds will be held in short-term, liquid investments.

~~As of September 30, 2005, 1,127,600~~2006, 2,277,690 shares had been issued pursuant to the Public Offering with ~~gross~~net offering proceeds received of ~~$11,264,972.~~$20,338,568. An additional ~~154,092~~58,604 shares ~~with gross offering proceeds of $1,538,319, were~~had been issued ~~on October 1, 2005 related to subscriptions received and accepted in September 2005.~~

~~All net proceeds of the Public Offering are contributed by HCP~~pursuant to the ~~Operating Partnership~~dividend reinvestment plan in ~~exchange for OP Units. The Operating Partnership uses the proceeds to acquire additional properties and for general working capital purposes. In accordance with the Operating Partnership’s Agreement~~lieu of ~~Limited Partnership, in exchange for the contribution of net proceeds from sales of stock, HCP receives an equivalent number of HROP Units as shares of stock that are sold.~~dividends totaling $556,739.

At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2006, Hartman and the Board of Trustees collectively owned ~~6.52%~~5.67% and ~~8.22%~~5.95%, respectively, of HCP’s outstanding shares.

Operating Partnership units

Limited partners in the Operating Partnership holding OP Units have the right to convert their OP Units into common shares at a ratio of one OP Unit for one common share. Distributions to OP Unit holders are paid at the same rate per unit as dividends per share of HCP. In connection with the reorganization discussed above, OP Unit holders received 1.42857 OP Units for each OP Unit previously held. Subject to certain restrictions, OP Units are not convertible into common shares until the later of one year after acquisition or an initial public offering of the common shares. As of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, after giving effect to the recapitalization, there were ~~13,569,047~~14,793,289 and ~~12,456,995~~14,360,503 OP Units outstanding, respectively. HCP owned ~~7,760,710~~8,984,952 and ~~6,648,658~~8,552,166 Units as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, respectively. HCP’s weighted-average share ownership in the Operating Partnership was approximately ~~56.80%~~60.38% and ~~53.37%~~56.44% during the three months ended ~~September 30,~~March 31, 2006 and 2005, ~~and 2004, respectively, and 55.59% and 53.37% for the nine months ended September 30, 2005 and 2004,~~ respectively. At ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2006, Hartman and the Board of Trustees collectively owned ~~8.34%~~7.59% and ~~9.50%~~7.82% of the Operating Partnership’s outstanding units.

1917

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 98 -

Shareholders’ Equity ~~(Continued)~~(continued)

Dividends and distributions

The following tables summarize the cash dividends/distributions payable to holders of common shares and holders of OP Units declared with respect to the ~~nine~~three months ended ~~September 30, 2005~~March 31, 2006 and the year ended December 31, ~~2004:~~

HCP Shareholders
Dividend/Distribution
per Common Share

Date Dividend
Payable

Total Amount
Payable

$0.0583 4/15/04 $408,762
0.0583 5/15/04 408,762
0.0584 6/15/04 409,253
0.0583 7/15/04 408,762
0.0583 8/15/04 408,762
0.0584 9/15/04 409,253
0.0583 10/15/04 408,692
0.0583 11/15/04 408,692
0.0584 12/15/04 409,392
0.0583 1/15/05 408,692
0.0583 2/15/05 408,692
0.0589 3/15/05 412,897
0.0589 4/15/05 412,931
0.0589 5/15/05 429,416
0.0590 6/15/05 439,453
0.0589 7/15/05 445,621
0.0589 8/15/05 452,396
0.0590 9/15/05 460,284
0.0589 10/15/05 467,260
0.0589 11/15/05 470,627
0.0590 12/15/05 481,028
2005:

HCP Shareholders
Dividend per Common Share	Date Dividend Payable	Total Amount Payable

$0.0589	4/15/05	$412,931
0.0589	5/15/05	429,416
0.0590	6/15/05	439,453
0.0589	7/15/05	445,621
0.0589	8/15/05	452,396
0.0590	9/15/05	460,581
0.0589	10/15/05	467,260
0.0589	11/15/05	470,627
0.0590	12/15/05	480,737
0.0589	1/15/06	489,019
0.0589	2/15/06	509,475
0.0590	3/15/06	526,966
0.0589	4/15/06	535,420
0.0589	5/15/06	543,576
0.0590	6/15/06	552,430

OP Unit Holders Including Minority Unit Holders
Dividend/Distribution
per OP Unit

Date Dividend
Payable

Total Amount
Payable

$0.0583 4/15/04 $726,368
0.0583 5/15/04 726,368
0.0584 6/15/04 727,240
0.0583 7/15/04 726,368
0.0583 8/15/04 726,368
0.0584 9/15/04 727,240
0.0583 10/15/04 726,243
0.0583 11/15/04 726,243
0.0584 12/15/04 727,488
0.0583 1/15/05 726,243
0.0583 2/15/05 726,243
0.0589 3/15/05 733,717
0.0589 4/15/05 733,748
0.0589 5/15/05 748,498
0.0590 6/15/05 758,154
0.0589 7/15/05 762,996
0.0589 8/15/05 768,976
0.0590 9/15/05 776,345
0.0589 10/15/05 782,136
0.0589 11/15/05 785,388
0.0590 12/15/05 794,998

OP Unit Holders Including Minority Unit Holders
Distribution per OP Unit	Date Distribution Payable	Total Amount Payable

$0.0589	4/15/05	$733,748
0.0589	5/15/05	748,498
0.0590	6/15/05	758,154
0.0589	7/15/05	762,996
0.0589	8/15/05	768,976
0.0590	9/15/05	776,345
0.0589	10/15/05	782,136
0.0589	11/15/05	785,388
0.0590	12/15/05	802,101
0.0589	1/15/06	809,838
0.0589	2/15/06	830,294
0.0590	3/15/06	848,033
0.0589	4/15/06	856,239
0.0589	5/15/06	864,395
0.0590	6/15/06	873,793

On April 25, 2006, the Board of Trustees of HCP declared a dividend of $0.15 per common share for the second quarter of 2006, which will be paid in three monthly payments of $0.05 per share on or about July 1, August 1, and September 1, 2006. Distributions to HROP OP Units are the same amount per unit as HCP dividends per share. This represents a decrease from the dividend/distributions declared in the first quarter of 2006 of $0.1768 per common share. The Board’s decision was based upon the Company’s lower occupancy and earnings during 2005 and the first quarter of 2006.

2018

~~Table of Contents~~

Hartman Commercial Properties REIT and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)

~~September 30, 2005~~March 31, 2006

Note 109 -

Commitments and Contingencies

The Company is a participant in various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes that the final outcome of such matters will not have a material effect on the financial position, results of operations, or cash flows of the Company.

Note 1110 -

Segment Information

It was the Company’s intention in previous reporting periods to evaluate operating performance by segments so that management could address issues and needs. That discipline was never enforced and management has yet to utilize the information provided under Segment Information to make any operating or financial decisions. Resources such as property managers, leasing managers and agents are not allocated in such a way to emphasize maximum profitability by segment, and no specialized skills or technologies were applied and implemented in each of these segments. There is no difference in managing a retail center from an office/warehouse. The Company manages the business on an aggregate basis, looking at property level profitability, but no property is individually so significant as to be a separate segment under Statement of Financial Accounting Standards No. 131 (SFAS 131), "Disclosures about Segments of an Enterprise and Related Information," and the Company does not manage the business on the basis of property types.

Management does not differentiate by property types and because no individual property is so significant as to be a separate segment, the Company does not present segment information.

2119

~~Table of Contents~~

Item 2.

~~Item 2.~~ Management’s Discussion and Analysis of Financial Condition and Results of Operation

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes thereto included in this report. For more detailed information regarding the basis of presentation for the following information, you should read the notes to the consolidated financial statements included in this report.

Forward-Looking Statements

This report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements included in this quarterly report that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), including, without limitation, the information set forth in this “Management's Discussion and Analysis of Financial Condition and Results of Operation,” are forward-looking statements. These statements can be identified by the use of forward-looking terminology, including “forecast,” “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue” or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other “forward-looking” information. We and our representatives may from time to time make other oral or written statements that are also forward-looking statements.

These forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. While we believe that the assumptions concerning future events are reasonable, we caution that there are inherent difficulties in anticipating or predicting certain important factors. Such factors are discussed in our other filings, including but not limited to, our Annual Report on Form 10-K, filed with the Securities and Exchange Commission. We disclaim any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events or otherwise.

Overview

We own 3637 commercial properties, consisting of 19 retail centers, 12 office/warehouse properties and ~~five~~six office buildings. All of our properties are located in the Houston, Dallas and San Antonio, Texas metropolitan areas. As of ~~September 30, 2005,~~March 31, 2006, we had ~~685~~765 total tenants. No individual lease or tenant is material to our business. Revenues from our largest lease constituted ~~2.33%~~2.55% of our total revenues for the three months ended ~~September 30, 2005.~~March 31, 2006. Leases for our properties range from one year for our smaller spaces to over ten years for larger tenants. Our leases generally include minimum monthly lease payments and tenant reimbursements for payment of taxes, insurance and maintenance.

We have no employees and we do not manage our properties. Our properties and day-to-day operations are managed by ~~the~~Hartman Management, ~~Company~~L.P. (the “Management Company”) under a management agreement.

Under the management agreement in effect after September 1, 2004, we pay the Management Company the following amounts:

property management fees in an amount not to exceed the fees customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Generally, we expect these fees to be between approximately two and four percent (2.0%-4.0%) of gross revenues for the management of commercial office buildings and approximately five percent (5.0%) of gross revenues for the management of retail and industrial properties.
for the leasing of the properties, a separate fee for the leases of new tenants and renewals of leases with existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area (with such fees, at present, being equal to 6% of the effective gross revenues from leases originated by the Management Company and 4% of the effective gross revenues from expansions or renewals of existing leases).
except as otherwise specifically provided, all costs and expenses incurred by the Management Company in fulfilling its duties for the account of and on behalf of us. Such costs and expenses shall include the wages and salaries and other employee-related expenses of all on-site and off-site employees of the Management Company who are engaged in the operation, management, maintenance and access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties.

~~Table of Contents~~

property management fees in an amount not to exceed the fees customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Generally, we expect these fees to be between approximately two and four percent (2.0%-4.0%) of gross revenues for the management of commercial office buildings and approximately five percent (5.0%) of gross revenues for the management of retail and industrial properties.

for the leasing of the properties, a separate fee for the leases of new tenants and renewals of leases with existing tenants in an amount not to exceed the fee customarily charged in arm’s length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area (with such fees, at present, being equal to 6% of the effective gross revenues from leases originated by the Management Company and 4% of the effective gross revenues from expansions or renewals of existing leases).

~~Our management agreement in effect after September 1, 2004 defines gross~~

except as otherwise specifically provided, all costs and expenses incurred by the Management Company in fulfilling its duties for the account of and on behalf of us. Such costs and expenses shall include the wages and salaries and other employee-related expenses of all on-site and off-site employees of the Management Company who are engaged in the operation, management, maintenance or access control of our properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses that are directly related to the management of specific properties.

Gross revenues are defined as all amounts actually collected as rents or other charges for the use and occupancy of our properties, but excludes interest and other investment income and proceeds received for a sale, exchange, condemnation, eminent domain taking, casualty or other disposition of assets.

Under an advisory agreement effective September 1, 2004, we also pay the Management Company for asset management services a quarterly fee in an amount equal to one-fourth of 0.25% of the gross asset value calculated on the last day of each preceding quarter.

Gross asset value is defined as the amount equal to the aggregate book value of our assets (other than investments in bank accounts, money market funds or other current assets), before depreciation, bad debts or other similar non-cash reserves and without reduction for any debt relating to such assets, at the date of measurement, except that during such periods in which we are obtaining regular independent valuations of the current value of our net assets for purposes of enabling fiduciaries of employee benefit plans to comply with applicable Department of Labor reporting requirements, gross asset value is the greater of (i) the amount determined pursuant to the foregoing or (ii) our assets’ aggregate valuation established by the most recent such valuation report without reduction for depreciation, bad debts or other similar non-cash reserves and without reduction for any debt relating to such assets.

~~Under the agreement in effect prior to September 1, 2004, we paid the Management Company the following amounts:~~

~~a management fee of 5% of our effective gross revenues to manage our properties;~~
~~a leasing fee of 6% of the effective gross revenues from leases originated by the Management Company and a fee of 4% of the effective gross revenues from expansions or renewals of existing leases;~~
~~an administrative fee of 1% of our effective gross revenues for day-to-day supervisory and general administration services; and~~
the reimbursement of all reasonable and necessary expenses incurred or funds advanced in connection with the management and operation of our properties, including expenses and costs relating to maintenance and construction personnel incurred on behalf of our properties; provided, however, that we did not reimburse the Management Company for its overhead, including salaries and expenses of centralized employees other than salaries of certain maintenance and construction personnel.

~~Our management agreement in effect prior to September 1, 2004 defines effective gross revenues as all payments actually collected from tenants and occupants of our properties, exclusive of:~~

~~security payments and deposits (unless and until such deposits have been applied to the payment of current or past due rent); and~~
~~payments received from tenants in reimbursement of the expense of repairing damage caused by tenants.~~

The ~~aggregate~~ fees ~~and reimbursements~~ payable to the Management Company under the ~~new~~ agreements effective September 1, 2004 were not intended to be significantly different from those that would have been payable under the ~~former agreement.~~previous agreements. Upon actual calculation, the asset management fee under the new agreement was significantly higher. The Management Company waived the excess of the fee for the period September 1, 2004 through March 31, 2006 in perpetuity.

2320

~~Table of Contents~~

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements. We prepared these financial statements in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Our results may differ from these estimates. Currently, we believe that our accounting policies do not require us to make estimates using assumptions about matters that are highly uncertain. You should read Note 1, Summary of Significant Accounting Policies, to our financial statements in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We have described below the critical accounting policies that we believe could impact our consolidated financial statements most significantly.

Basis of Consolidation. We are the sole general partner of ~~the~~Hartman REIT Operating Partnership, L.P. (the “Operating Partnership”) and possess full legal control and authority over its operations. As of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004,~~2005, we owned a majority of the partnership interests in the Operating ~~Partnership.~~Partnership (“OP Units”). Consequently, our consolidated financial statements include the accounts of the Operating Partnership. All significant intercompany balances have been eliminated. Minority interest in the accompanying consolidated financial statements represents the share of equity and earnings of the Operating Partnership allocable to holders of partnership interests other than us. Net income is allocated to minority interests based on the weighted-average percentage ownership of the Operating Partnership during the year. Issuance of additional common shares and OP Units changes our ownership interests as well as those of minority interests.

Real Estate. We record real estate properties at cost, net of accumulated depreciation. We capitalize improvements, major renovations and certain costs directly related to the acquisition, improvement and leasing of real estate. We charge expenditures for repairs and maintenance to operations as they are incurred. We calculate depreciation using the straight-line method over the estimated useful lives of 5 to 39 years of our buildings and improvements. We depreciate tenant improvements using the straight-line method over the life of the lease.

We review our properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets, including accrued rental income, may not be recoverable through our operations. We determine whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), including the estimated residual value of the property, with the carrying cost of the property. If impairment is indicated, we record a loss for the amount by which the carrying value of the property exceeds its fair value. We have determined that there has been no impairment in the carrying value of our real estate assets as of ~~September 30, 2005~~March 31, 2006 and December 31, ~~2004.~~2005.

Purchase Price Allocation. We estimate the fair value of acquired tangible assets by valuing the acquired property as if it were vacant. The “as-if-vacant” value (limited to the purchase price) is allocated to land, building, and tenant improvements based on management’s determination of the relative fair values of these assets. We record above-market and below-market in-place lease values for purchased properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. We amortize the capitalized above-market lease values as a reduction of rental income over the remaining non-cancelable terms of the respective leases. We amortize the capitalized below-market lease values as an increase to rental income over the initial term and any fixed-rate renewal periods in the respective leases. Because most of our leases are relatively short term, have inflation or other scheduled rent escalations, and cover periods during which there have been few, and generally insignificant, pricing changes in the specific properties’ markets, the properties we have acquired have not been subject to leases with terms materially different than then-existing market-level terms.

We measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Our management’s estimates of value are made using methods similar to those used by independent appraisers, primarily discounted cash flow analysis. Factors considered by management in its analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, management will also include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which we expect to primarily range from four to 18 months, depending on specific local market conditions. Our management also estimates costs to execute similar leases including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.

2421

~~Table of Contents~~

The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship intangible values based on our management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by our management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors.

We amortize the value of in-place leases, if any, to expense over the remaining initial terms of the respective leases, which, for leases with allocated intangible value, we expect to range generally from five to 10 years. The value of customer relationship intangibles is amortized to expense over the remaining initial terms and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles are charged to expense.

Revenue Recognition. All leases on properties we hold are classified as operating leases, and we recognize the related rental income on a straight-line basis over the terms of the related leases. We capitalize or charge to accrued rent receivable, as applicable, differences between rental income earned and amounts due per the respective lease agreements. Percentage rents are recognized as rental income when the thresholds upon which they are based have been met. Recoveries from tenants for taxes, insurance, and other operating expenses are recognized as revenues in the period the corresponding costs are incurred. We provide an allowance for doubtful accounts against the portion of tenant accounts receivable which we estimate to be uncollectible.

Liquidity and Capital Resources

General. During the year ended December 31, 2004 and the nine-month period ended September 30, 2005, our properties generated sufficient cash flow to cover our operating expenses and to allow us to pay quarterly dividends, which are paid in three monthly installments after the end of each quarter. We generally lease our properties on a triple-net basis or on bases which provide for tenants to pay for increases in operating expenses over a base year or set amount, which means that tenants are required to pay for all repairs and maintenance, property taxes, insurance and utilities, or increases thereof, applicable to their space. ~~We anticipate that~~During the three months ended March 31, 2006, our cash flows ~~from~~used in operating activities were $158,095, and we paid total distributions of approximately $2.55 million. Therefore, we had a cash flow shortage of approximately $2.7 million. We funded this shortage with cash from borrowings under our ~~borrowing capacity will continue~~KeyBank credit facility. This shortage resulted from decreased revenues and lower occupancy rates beginning in the third quarter of 2005, as well as increased interest expenses associated with rising interest rates and increased borrowings. Management has recently implemented new initiatives aimed at increasing occupancy and cash flows. In addition, on April 25, 2006, our Board voted to ~~provide adequate capital~~decrease the dividend on our common shares for ~~our working capital requirements, anticipated capital expenditures and scheduled debt payments during~~ the ~~next 12 months. We also believe~~second quarter of 2006 by approximately 15% to alleviate cash flow shortages. Therefore, we anticipate that cash flows from operating activities and our borrowing capacity will allow us to make all distributions required for us to continue to qualify to be taxed as a REIT. ~~We also believe that our properties are adequately covered by insurance.~~

Public Offering. As reflected in Note 98 to the financial statements, on September 15, 2004, our Registration Statement on Form S-11 with respect to our ongoing, best efforts public offering of up to 10,000,000 common shares of beneficial interest at a price of ~~$10~~$10.00 per share was declared effective under the Securities Act of 1933. The Registration Statement also covers up to 1,000,000 shares available pursuant to our dividend reinvestment plan to be offered at a price of $9.50 per share. ~~Post-Effective Amendment No. 1 to the Registration Statement was declared effective by the SEC on June 27, 2005.~~ The shares are offered to investors on a best efforts basis. As of ~~September 30, 2005, 1,127,600~~March 31, 2006, 2,336,294 shares had been issued pursuant to the Public Offering with gross offering proceeds received of ~~$11,264,972.~~$23,333,638. For a more detailed discussion of the results of the Public Offering through ~~September 30, 2005~~the end of the first quarter and our application of the offering proceeds through such date, see Part II, Item 2 of this report.

Cash and Cash Equivalents. We had cash and cash equivalents of ~~$1,566,355~~$1,715,364 on ~~September 30, 2005~~March 31, 2006 as compared to ~~$631,978~~$848,998 on December 31, ~~2004.~~2005. The increase was principally due to the temporary investment of proceeds from sales of common shares pursuant to the Public Offering prior to utilizing such proceeds for either buying properties, improving properties, reducing debt or supplying working capital. We generally do not maintain large cash balances, but rather utilize cash on hand for one of the foregoing purposes or for making distributions to shareholders. We place all cash in short-term, highly liquid investments that we believe provide appropriate safety of principal.

~~Credit Facilities.~~Our Debt for Borrowed Money. In December 2002, we refinanced most of our debt with a ~~new~~ credit facility from GMAC Commercial Mortgage Corporation. The loan is secured by, among other things, 18 of our properties, which are held by Hartman REIT Operating Partnership II, L.P., a wholly-owned subsidiary formed for the purpose of this credit facility, and the improvements, personal property and fixtures on the properties, all reserves, escrows and deposit accounts held by Hartman REIT Operating Partnership II, L.P., all intangible assets specific to or used in connection with the properties, and an assignment of rents related to such properties. We believe the fair market value of these properties was approximately $62,000,000 at the time the loan was put in place. We may prepay the loan ~~after July 1, 2005~~ without penalty. As of ~~September 30, 2005,~~March 31, 2006, the outstanding principal balance under this facility was $34,440,000.

~~Table of Contents~~

We are required to make monthly interest payments under this credit facility. During the initial term of the note, indebtedness under the credit facility ~~will bear~~bore interest at LIBOR plus 2.5% computed on the basis of a 360 day year, adjusted monthly. The interest rate was ~~6.20%~~6.79% as of ~~September 30,~~December 31, 2005. We are not required to make any principal payments prior to the loan’s maturity. The credit facility ~~will mature~~matured on January 1, 2006, ~~though~~and we ~~have~~elected the option, subject to certain conditions, of extending the facility for an additional two-year period. We entered into a Modification Agreement on February 28, 2006 which extended the term of the credit facility to January 1, 2008. During the extension term, indebtedness under the credit facility bears interest at LIBOR plus 3.0%, computed on the basis of a 360 day year, adjusted monthly. In no event shall the interest rate be lower than ~~3.82% during the initial term or lower than~~ 4.32% during the extension term. The interest rate was 7.63% as of March 31, 2006.

In addition, Hartman REIT Operating Partnership II, L.P. entered into certain covenants pursuant to the credit facility which, among other things, require it to maintain specified levels of insurance and use the properties securing the note only for retail, light industrial, office, warehouse and commercial office uses. The facility also limits, without the approval of the lender, this wholly-owned subsidiary’s ability to:

~~acquire additional material assets;~~
~~merge or consolidate with any other entity;~~

· acquire additional material assets;
~~engage in any other business or activity other than the ownership, operation and maintenance of the properties securing the note;~~
~~make certain investments;~~
~~incur, assume or guarantee additional indebtedness;~~
~~grant certain liens; and~~
~~loan money to others.~~

·	merge or consolidate with any other entity;

·	engage in any other business or activity other than the ownership, operation and maintenance of the properties securing the note;

·	make certain investments;

·	incur, assume or guarantee additional indebtedness;

·	grant certain liens; and

·	loan money to others.

The security documents related to the note contain a covenant that requires Hartman REIT Operating Partnership II, L.P. to maintain adequate capital in light of its contemplated business operations. We believe that this covenant and the other restrictions provided for in our credit facility will not affect or limit Hartman REIT Operating Partnership II, L.P.’s ability to make distributions to us. The note and the security documents related thereto also contain customary events of default, including, without limitation, payment defaults, bankruptcy-related defaults and breach of covenant defaults. These covenants only apply to Hartman REIT Operating Partnership II, L.P. and do not impact the other operations of the Operating Partnership, including the operation of our ~~other~~ properties that do not secure this debt.

On June 30, 2003, the Operating Partnership entered into a $25,000,000 loan agreement with Union Planter’s Bank, N.A. pursuant to which the Operating Partnership may, subject to the satisfaction of certain conditions, borrow funds to acquire additional income producing properties. The revolving loan agreement matured in June, 2005 and provided for interest-only payments at a rate, adjusted monthly, of either (at the Operating Partnership’s option) 30-day LIBOR plus 225 basis points, or Union Planter’s Bank, N.A.’s prime rate less 50 basis points, with either rate subject to a floor of 3.75% per annum. The loan was secured by certain properties directly owned by the Operating Partnership and all improvements, equipment, fixtures, building materials, consumer goods, furnishings, inventory and articles of personal property related thereto, together with all water rights, timber crops and mineral interests pertaining to the properties, all deposits, bank accounts, instruments arising by virtue of transactions related to the acquired properties, all proceeds from insurance, takings or litigation arising out of the properties and all leases, rents, royalties and profits or other benefits of the properties. The facility was totally paid off and terminated during June, 2005.

In connection with the purchase of the Windsor Park property in December 2003, we assumed a note payable in the amount of $6,550,000 secured by the property. The balance at ~~September 30, 2005~~March 31, 2006 was ~~$5,733,090.~~$5,485,217. The note is payable in equal monthly installments of principal and interest of $80,445, with interest at the rate of 8.34% per annum. The balance of the note is payable in full on December 1, 2006.

On June 2, 2005, the Operating Partnership finalized a ~~new~~ revolving line of credit facility with a consortium of banks led by KeyBank National Association (“KeyBank”). The credit facility became retroactively effective as of March 11, 2005, the date certain documents for the facility were placed into escrow, pending the completion of the transaction. The credit facility is secured by a pledge of the partnership interests in Hartman REIT Operating Partnership III LP (“HROP III”), a ~~new~~ wholly-owned subsidiary of the Operating Partnership that was formed to hold title to the properties comprising the borrowing base pool for the credit facility. Presently there are 1718 properties owned by HROP III.

2623

~~Table of Contents~~

The current limit of the credit facility is $50,000,000 and it may be increased to $100,000,000 as the borrowing base pool expands. The purpose of the credit facility was to refinance the Operating Partnership’s previous loan with Regions Bank (formerly Union Planter’s Bank, N.A.), to finance property acquisitions and for general corporate purposes. ~~Simultaneously with~~As of March 31, 2006, the ~~finalization of~~balance outstanding under the ~~new credit~~ facility ~~the Operating Partnership drew $18,975,094,~~was $32,975,094, of which $18,650,000 was used to pay off the principal balance owing under the Regions Bank loan. Based upon the required ratios explained below, the remaining availability under the facility as of ~~September 30, 2005~~March 31, 2006 was ~~$22,829,207.~~$17,024,906.

Outstanding amounts under the facility will accrue interest, at the Company’s option, at either the LIBOR Rate or the Alternative Base Rate, plus the applicable margin as determined from the following grid:

Total Leverage Ratio	LIBOR Margin	Alternative Base Rate Margin	LIBOR Margin	Alternative Base Rate Margin

Less than 60% but greater than or equal to 50%	2.40%	1.150%	2.40%	1.150%
Less than 50% but greater than or equal to 45%	2.15%	1.025%	2.15%	1.025%
Less than 45%	1.90%	1.000%	1.90%	1.000%

The Alternative Base Rate equals a floating rate equal to the higher of KeyBank’s Base Rate or Federal Funds Rate plus ~~.5%~~0.5%. Interest ~~will be~~is due monthly in arrears, computed on the actual number of days elapsed over a 360-day year. LIBOR Rate loans will be available in one, two, three or six month periods, with a maximum of six contracts at any time. In the event of default, interest will be calculated as above plus 2%. The effective interest rate as of ~~September 30, 2005~~March 31, 2006 was ~~5.43%~~6.65% per annum.

Interest only is payable monthly under the loan with the total amount of principal due at maturity on March 11, 2008. The loan may be prepaid at any time in part or in whole, provided that the facility is not in default. If LIBOR Rate pricing is elected, there is a prepayment penalty based on a “make-whole” calculation for all costs associated with prepaying a LIBOR borrowing.

The revolving line of credit ~~will be~~is supported by a pool of eligible properties referred to as the borrowing base pool. The borrowing base pool must meet the following criteria:

~~The Company will provide a negative pledge on the borrowing base pool and may not provide a negative pledge of the borrowing base pool to any other lender.~~
~~The properties must be free of all liens, unless otherwise permitted.~~
~~All eligible properties must be retail, office/warehouse, or office properties, must be free and clear of material environmental concerns and must be in good repair.~~
~~The aggregate physical occupancy of the borrowing base pool must remain above 80% at all times.~~
~~No property may comprise more than 15% of the value of the borrowing base pool with the exception of Corporate Park Northwest, which is allowed into the borrowing base pool.~~
~~The borrowing base pool must at all times be comprised of at least 10 properties.~~
~~The borrowing base pool properties may not contain development or redevelopment projects.~~

~~Table of Contents~~

·	The Company will provide a negative pledge on the borrowing base pool and may not provide a negative pledge of the borrowing base pool to any other lender.

·	The properties must be free of all liens, unless otherwise permitted.

·	All eligible properties must be retail, office-warehouse, or office properties, must be free and clear of material environmental concerns and must be in good repair.

·	The aggregate physical occupancy of the borrowing base pool must remain above 80% at all times.

·	No property may comprise more than 15% of the value of the borrowing base pool with the exception of Corporate Park Northwest, which is allowed into the borrowing base pool.

·	The borrowing base pool must at all times be comprised of at least 10 properties.

·	The borrowing base pool properties may not contain development or redevelopment projects.

Properties can be added to and removed from the borrowing base pool at any time provided no defaults would occur as a result of the removal. If a property does not meet the criteria of an eligible property and the Company wants to include it in the borrowing base pool, a majority vote of the bank consortium is required for inclusion in the borrowing base pool.

Covenants, tested quarterly, relative to the borrowing base pool are as follows:

~~The Company will not permit any liens on the properties in the borrowing base pool unless otherwise permitted.~~
The ratio of aggregate net operating income from the borrowing base pool to debt service shall at all times exceed 1.5 to 1.0. For any quarter, debt service shall be equal to the average loan balance for the past quarter times an interest rate which is the greater of a) the then current annual yield on 10 year United States Treasury notes over 25 years plus 2%, b) a 6.5% constant, or c) the actual interest rate for the facility.
The ratio of the value of the borrowing base pool to total funded loan balance must always exceed 1.67 to 1.00. The value of the borrowing base pool is defined as aggregate net operating income for the preceding four quarters, less a $.15 per square foot per annum capital expenditure reserve, divided by a 9.25% capitalization rate.

·	The Company will not permit any liens on the properties in the borrowing base pool unless otherwise permitted.

The ratio of aggregate net operating income from the borrowing base pool to debt service shall at all times exceed 1.5 to 1.0. For any quarter, debt service shall be equal to the average loan balance for the past quarter times an interest rate which is the greater of (a) the then current annual yield on 10 year United States Treasury notes over 25 years plus 2%; (b) a 6.5% constant; or (c) the actual interest rate for the facility.

The ratio of the value of the borrowing base pool to total funded loan balance must always exceed 1.67 to 1.00. The value of the borrowing base pool is defined as aggregate net operating income for the preceding four quarters, less a $0.15 per square foot per annum capital expenditure reserve, divided by a 9.25% capitalization rate.

Covenants, tested quarterly, relative to the Company are as follows:

The Company will not permit its total indebtedness to exceed 60% of the fair market value of its real estate assets at the end of any quarter. Total indebtedness is defined as all liabilities of the Company, including this facility and all other secured and unsecured debt of the Company, including letters of credit and guarantees. Fair market value of real estate assets is defined as aggregate net operating income for the preceding four quarters, less a $0.15 per square foot per annum capital expenditure reserve, divided by a 9.25% capitalization rate.

·	The ratio of consolidated rolling four-quarter earnings before interest, income tax, deprecation and amortization expenses for such quarter to total interest expense, including capitalized interest, shall not be less than 2.0 to 1.0.

The ratio of consolidated earnings before interest, income tax, deprecation and amortization expenses for such quarter to total interest, including capitalized interest, principal amortization, capital expenditures and preferred stock dividends shall not be less than 1.5 to 1.0. Capital expenditures shall be deemed to be $0.15 per square foot per annum.

·	The ratio of secured debt to fair market value of real estate assets shall not be greater than 40%.

·	The ratio of declared dividends to funds from operations shall not be greater than 95%.

·	The ratio of development assets to fair market value of real estate assets shall not be greater than 20%.

·	The Company must maintain its status as a real estate investment trust for income tax purposes.

Total other investments shall not exceed 30% of total asset value. Other investments shall include investments in joint ventures, unimproved land, marketable securities and mortgage notes receivable. Additionally, the preceding investment categories shall not comprise greater than 30%, 15%, 10% and 20%, respectively, of total other investments.

The Company will not permit its total indebtedness to exceed 60% of the fair market value of its real estate assets at the end of any quarter. Total indebtedness is defined as all liabilities of the Company, including this facility and all other secured and unsecured debt of the Company, including letters of credit and guarantees. Fair market value of real estate assets is defined as aggregate net operating income for the preceding four quarters, less a $.15 per square foot per annum capital expenditure reserve, divided by a 9.25% capitalization rate.

The ratio of consolidated rolling four-quarter earnings before interest, income tax, deprecation and amortization expenses for such quarter to total interest expense, including capitalized interest, shall not be less than 2.0 to 1.0.

~~The ratio of secured debt to fair market value of real estate assets shall not be greater than 40%.~~

~~The ratio of declared dividends to funds from operations shall not be greater than 95%.~~

~~The ratio of development assets to fair market value of real estate assets shall not be greater than 20%.~~

~~The Company must maintain its status as a real estate investment trust for income tax purposes.~~

~~Within six months of closing, the~~ Company must hedge all variable rate debt above $40 million until the point in which the ratio of variable rate debt to fixed rate debt is 50% of total ~~debt. Thereafter, the Company must~~debt and maintain such hedges during any period in which variable rate debt exceeds 50% of total debt. On March 27, 2006 the Company executed an interest rate swap dated as of March 16, 2006 for the purpose of hedging variable interest rate exposure, in compliance with the requirements of the loan agreement. The lender waived default for the fact that the hedge was not executed within six months of closing, as required by the loan agreement.

~~At September 30, 2005 and~~As of December 31, ~~2004,~~2005, we were in violation of the covenant which provides that the ratio of declared dividends to funds from operations (as defined in the loan agreement) shall not be greater than 95%. As this violation constitutes an event of default, our lenders had the right to accelerate payment of the credit facility. However, on May 8, 2006 the Company received a waiver from the required majority of the consortium banks in the credit facility and also entered into a modification of the loan agreement whereby the covenant was amended though December 31, 2006. As amended, the ratio of declared dividends to funds from operations (as defined in the loan agreement) shall not exceed 107% for the three month periods ending March 31, 2006 and June 30, 2006. The Company is now in compliance with the ~~covenants of its various borrowing facilities.~~covenant, as amended.

Capital Expenditures. We currently do not expect to make significant capital expenditures or any significant improvements to any of our currently owned properties during the next 12 months. However, we may have unexpected capital expenditures or improvements on our existing assets. Additionally, we intend to continue our ongoing acquisition strategy of acquiring properties (generally in the $1,000,000 to $10,000,000 value range) in the Houston, Dallas and San Antonio, Texas metropolitan areas, where we believe opportunities exist for acceptable investment returns, and we may incur significant capital expenditures or make significant improvements in connection with any properties we may acquire.

Payment due by period

Month Paid or Payable
Total Amount of
Dividends Paid or Payable
Dividends
Per Share
April 2004 $408,762 $0.0583
May 2004 408,762 0.0583
June 2004 409,253 0.0584
July 2004 408,762 0.0583
August 2004 408,762   0.0583
September 2004 409,253 0.0584
October 2004 408,692 0.0583
November 2004 408,692 0.0583
December 2004 409,392 0.0584
January 2005 408,692 0.0583
February 2005 408,692 0.0583
March 2005 412,897 0.0589
April 2005 412,931 0.0589
May 2005 429,416 0.0589
June 2005 439,453 0.0590
July 2005 445,621 0.0589
August 2005 452,396 0.0589
September 2005 460,284 0.0590
October 2005 467,260 0.0589
November 2005 470,626 0.0589
December 2005 481,028
  0.0590
Average Per Quarter

$0.1758
   =====

Tax Status

2004

2003

2002

2001

2000

Ordinary income 67.7 % 24.8 % 85.1 % 70.5 % 75.9 %
Return of capital 32.3 % 75.2 % 14.9 % 29.5 % 24.1 %
Capital gain
-

-

-

-

-

Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 %

Dividends Paid or Payable

Month Paid or Payable
Total Amount of
Distributions Paid or Payable
Distributions
Per Share
April 2004 $726,368 $0.0583
May 2004 726,368 0.0583
June 2004 727,240 0.0584
July 2004 726,368 0.0583
August 2004 726,368 0.0583
September 2004 727,240 0.0584
October 2004 726,243 0.0583
November 2004 726,243 0.0583
December 2004 727,488 0.0584
January 2005 726,243 0.0583
February 2005 726,243 0.0583
March 2005 733,717 0.0589
April 2005 733,748 0.0589
May 2005 748,498 0.0589
June 2005 758,154 0.0590
July 2005 762,996 0.0589
August 2005 768,976 0.0589
September 2005 776,345 0.0590
October 2005 782,136 0.0589
November 2005 785,388 0.0589
December 2005 794,998
0.0590
Average Per Quarter

$0.1758
=====

Month Paid or Payable	Total Amount of Distributions Paid or Payable	Distributions Per Unit
April 2005	$733,748	$0.0589
May 2005	748,498	0.0589
June 2005	758,154	0.0590
July 2005	762,996	0.0589
August 2005	768,976	0.0589
September 2005	776,345	0.0590
October 2005	782,136	0.0589
November 2005	785,388	0.0589
December 2005	802,101	0.0590
January 2006	809,838	0.0589
February 2006	830,294	0.0589
March 2006	848,033	0.0590
April 2006	856,239	0.0589
May 2006	864,395	0.0589
June 2006	873,793	0.0590

Average Per Quarter		$0.1768

On April 25, 2006, our Board declared a dividend of $0.15 per common share for the second quarter of 2006, which will be paid in three monthly payments of $0.05 per share on or about July 1, August 1, and September 1, 2006. Distributions to HROP OP Units are the same amount per unit as dividends per share on our common shares. This represents a decrease from the dividend/distributions declared in the first quarter of 2006 of $0.1768 per common share. The Board’s decision was based upon the Company’s lower occupancy and earnings during 2005 and the first quarter of 2006.

September 30,
2004

September 30,
2005

Number of properties owned and operated 34 36
Aggregate gross leasable area (sq. ft.) 2,635,000 2,867,000
Occupancy rate 87% 85%
Total revenues $ 5,922,856 $ 6,204,629
Total operating expenses $ 4,429,096 $ 5,310,457
Income before minority interests $ 1,493,760 $ 894,172
Minority interests in the Operating Partnership $ (696,464 ) $ (382,662 )
Net income $ 797,296 $ 511,510

	March 31, 2005	March 31, 2006
Number of properties owned and operated	35	37
Aggregate gross leasable area (sq. ft.)	2,741,232	3,121,037
Occupancy rate	86%	83%
Total revenues	$6,312,640	$7,510,371
Total expenses	4,790,959	6,247,661
Income before minority interests	1,521,681	1,262,710
Minority interests in the Operating Partnership	(697,237)	(499,335)
Net income	824,444	763,375

Our interest expense increased by ~~$169,019,~~$537,509, or ~~21%~~70%, in the ~~third~~first quarter of ~~2005~~2006 as compared to the ~~third~~first quarter of ~~2004.~~2005. Our average outstanding debt, predominantly subject to floating interest rates, increased from ~~$52,131,815~~$57,916,758 in the ~~third quarter of 2004 to $60,588,693 in the third~~first quarter of 2005 to $73,151,491 in the first quarter of 2006, and the average interest rate associated with this debt increased from ~~4.46%~~5.30% in the ~~third~~first quarter of ~~2004~~2005 to ~~6.18%~~7.15% in the ~~third~~first quarter of 2006. In March 2006, we executed an interest rate swap to hedge $30,000,000 of our variable-rate debt against future increases in interest rates.

General and administrative expenses increased $132,087, or 42%, in the first quarter of 2006 as compared to the first quarter of 2005. This was primarily the result of an increase in office expense.

September 30,
2004

September 30,
2005

Number of properties owned and operated 34 36
Aggregate gross leasable area (sq. ft.) 2,635,000 2,867,000
Occupancy rate 87% 85%
Total revenues $ 17,505,024 $ 18,787,678
Total operating expenses $ 12,834,330 $ 15,031,956
Income before minority interests $ 4,670,694 $ 3,755,722
Minority interests in the Operating Partnership $ (2,177,759 ) $ ( 1,669,492 )
Net income $ 2,492,935 $ 2,086,230

We had interest and other income of $398,258 for the nine months ended September 30, 2005, as compared to $385,048 for the nine months ended September 30, 2004, an increase of $13,210 or 3%. We hold all revenues and proceeds we receive from offerings in money market accounts and other short-term, highly liquid investments. The increase in interest and other income during the third quarter of 2005 as compared to 2004 resulted primarily from increase in non-rent income such as late fees and deposit forfeitures.

Item 3.

~~Item 3.~~ Quantitative and Qualitative Disclosures About Market Risk

Item 4.

~~Item 4.~~ Controls and Procedures

As reported in our annual report on Form 10-K for the year ended December 31, 2005, our independent registered public accounting firm, in the course of the audit of our 2005 financial statements, brought to management’s attention two material weaknesses in our internal controls: (1) Inadequate controls and procedures in place to effectively identify and monitor amendments to lease agreements and (2) Inadequate controls and procedures in place to effectively identify and monitor tenant defaults where a lease commission has been recorded. As a result of these deficiencies, our accounting personnel may not be made aware of changes to lease agreements and tenant defaults that require recognition in our financial accounting records. Accordingly, errors in our accounting for revenue and amortization expense may occur and may not be detected. A material weakness (within the meaning of the Public Company Accounting Oversight Board Accounting Standard No. 2) is a control deficiency, or aggregation of control deficiencies, that result in more than a remote risk that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected.

Based onupon that evaluation ~~our~~and the material weaknesses described above, the Chief Executive Officer and Chief Financial Officer concluded that ~~our~~the Company’s disclosure controls and procedures ~~were~~are not effective ~~as of September 30, 2005. No change~~ in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) that is required to be included in the Company’s Exchange Act filings. During the period covered by this report, there have not been any changes to our internal control over financial ~~reporting occurred during~~reporting. The Company is in the ~~three-month period ended September 30, 2005 that materially affected, or is reasonably likely~~process of remediating the material weaknesses and intends to ~~materially affect, our internal control over financial reporting.~~engage an external consultant to assist management in establishing and maintaining adequate controls and remediating the identified material weaknesses.

Item 1.

~~Item 1.~~ Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s Registration Statement on Form S-11 (SEC File No. 333-111674) was declared effective by the SEC on September 15, 2004 with respect to the ongoing Public Offering described in Note 98 to the Financial Statements included in Item 1 of this Report, of up to 10,000,000 shares of the Company’s common stock to the public at a price of $10 per share, plus up to 1,000,000 shares available for sale pursuant to our dividend reinvestment plan, to be offered at a price of $9.50 per share, and the Company commenced the Public Offering on such date. Post-Effective ~~Amendment~~Amendments No. 1, 2 and 3 to the Registration Statement ~~was~~were declared effective by the SEC on June 27, ~~2005. The dealer manager of the offering is D.H. Hill Securities, LLP.~~2005, March 9, 2006 and May 3, 2006, respectively.

The 10,000,000 shares offered to the public in the Public Offering are being offered to investors on a best efforts basis by the dealer manager D.H. Hill Securities, LLP, which means that the broker-dealers participating in the offering are only required to use their best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares.

As of ~~December~~March 31, 2004, no shares had been issued pursuant to the Public Offering, because its terms provided that the Company would not admit new shareholders pursuant to the Public Offering, or receive any proceeds therefrom, until subscriptions aggregating at least $2,000,000 (200,000 shares) were received and accepted by the Company, not including shares sold to residents of either New York or Pennsylvania. As of December 31, 2004, the Company had received and accepted subscriptions for a total of 147,432 shares for gross offering proceeds of $1,474,320 held in escrow as of such date.

~~As of September 30, 2005,~~2006, an aggregate of ~~1,127,600~~2,336,294 shares had been issued pursuant to the Public Offering with gross offering proceeds received of ~~$11,264,972.~~$23,333,638. The Company’s application of such gross offering proceeds through ~~September 30, 2005~~March 31, 2006 was as follows:

Although the immediate use of ~~$6,550,000~~$11,800,000 of proceeds of the offering was the repayment of the Company’s lines of credit, and the immediate use of $8,619,917 was for working capital, subsequent purchases of real estate assets were accomplished by re-drawing on the lines of ~~credit.~~credit and using working capital. Therefore, the ultimate use of ~~$6,550,000~~$11,800,000 and $8,619,917 of offering proceeds may be regarded as being the acquisition of real estate assets.

~~Item 3.~~ Defaults Upon Senior Securities

Item 4.

~~Item 4.~~ Submission of Matters to a Vote of Security Holders

Item 5.

~~Item 5.~~ Other Information

Item 6.

~~Item 6.~~ Exhibits

	Hartman Commercial Properties REIT
	(Registrant)


Date: ~~November 14, 2005~~May 12, 2006	By:
	/s/ Terry L. Henderson
	Terry L. Henderson
	Chief Financial Officer (Authorized officer of the registrant and principal financial officer)

~~Exhibit~~ ~~Number~~	~~Description~~
31.1*	~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
31.2*	~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the Securities and Exchange Commission and shall not be deemed to be "filed" under the Securities and Exchange Act of 1934.
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC Release 34-47551 this Exhibit is furnished to the Securities and Exchange Commission and shall not be deemed to be "filed" under the Securities and Exchange Act of 1934.

	Nine Months Ended September 30,						Three Months Ended March 31,
	2005			2004			2006			2005
Cash flows from operating activities:
Net income	$	2,086,230		$	2,492,935		$	763,375		$	824,444
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		3,186,910			2,933,419			1,357,616			1,028,878
Amortization		1,089,696			904,581			201,220			337,728
Minority interests in Operating Partnership		1,669,492			2,177,759			499,335			697,237
Equity in income of real estate partnership		(4,805	)		(208,929	)		—			(12,038	)
Bad debt expense		155,785			78,950
Bad debt expense (recoveries)								(9,290	)		167,985
Changes in operating assets and liabilities:
Escrows and acquisition deposits		365,594			134,359			782,016			2,658,203
Receivables		(267,871	)		(831,205	)		(100,231	)		(272,506	)
Due from affiliates		(317,594	)		71,059
Due to/from affiliates								(102,501	)		(277,974	)
Deferred costs		(1,760,705	)		(650,199	)		(386,338	)		(266,588	)
Prepaid expenses and other assets		(101,875	)		273,337			(510,068	)		(187,488	)
Accounts payable and accrued expenses		(358,468	)		(658,509	)		(2,637,346	)		(1,985,568	)
Tenants’ security deposits		212,630			5,888			26,205			34,972
Prepaid rent		119,079			(75,175	)		(42,088	)		47,839

Net cash provided by
operating activities		6,074,098			6,648,270
Net cash provided by (used in) operating activities								(158,095	)		2,795,124

Cash flows used in investing activities:
Additions to real estate		(14,019,057	)		(10,052,561	)		(325,952	)		(5,797,994	)
Investment in real estate partnership		—			(9,033,561	)
Distributions received from real estate partnership		9,743			9,233,555			—			9,743
Repayment of note receivable		15,931			15,416			6,801			3,005

Net cash used in investing activities		(13,993,383	)		(9,837,151	)		(319,151	)		(5,785,246	)

Cash flows from financing activities:
Dividends paid		(3,870,382	)		(3,680,331	)		(1,525,162	)		(1,230,281	)
Distributions paid to OP unit holders		(3,073,191	)		(3,049,380	)		(1,026,914	)		(1,019,363	)
Proceeds from issuance of common shares		9,889,860			—			3,860,478			3,804,786
Proceeds from stock offering escrowed		13,496			—			(255,959	)		(334,006	)
Proceeds from notes payable		30,775,322			19,013,180			530,406			4,200,000
Repayments of notes payable		(24,553,249	)		(9,134,873	)		(239,237	)		(1,665,237	)
Payments of loan origination costs		(328,194	)		(42,163	)

Net cash provided by
financing activities		8,853,662			3,106,433
Net cash provided by financing activities								1,343,612			3,755,899

Net increase in cash and cash equivalents		934,377			(82,448	)		866,366			765,777

Cash and cash equivalents at beginning of period		631,978			578,687			848,998			631,978

Cash and cash equivalents at end of period	$	1,566,355		$	496,239		$	1,715,364		$	1,397,755

	Payment due by period								Payment due by period
Contractual Obligations	Total	Less than One Year	One to Three Years	Three to Five Years	More than Five Years		Total		Less than One Year		One to Three Years		Three to Five Years		More than Five Years

Long-Term Debt Obligations	$63,520,797	$34,975,062	$28,545,735	—		Long-Term Debt Obligations	$	73,316,704	$	5,901,610	$	67,415,094		—		—

Capital Lease Obligations	—					Capital Lease Obligations		—		—		—		—		—

Operating Lease Obligations	—					Operating Lease Obligations		—		—		—		—		—

Purchase Obligations	—					Purchase Obligations		—		—		—		—		—

Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP	—					Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP		—		—		—		—		—

Total	$63,520,797	$34,975,062	$28,545,735	—		Total	$	73,316,704	$	5,901,610	$	67,415,094		—		—

Description of Use of Offering Proceeds		Amount of Proceeds so Utilized			Amount of Proceeds so Utilized

Selling Commissions paid to broker/dealers not affiliated with D.H. Hill Securities, LLP		$	671,298

Selling Commissions paid to broker/ dealers not affiliated with D.H. Hill Securities , LLP				Selling Commissions paid to broker/ dealers not affiliated with D.H. Hill Securities , LLP	$	1,265,955
Selling Discounts	Selling Discounts	$	17,597	Selling Discounts		56,344

Dealer Manager Fee paid to D.H. Hill Securities, LLP		$	274,676

Dealer Manager Fee paid to D.H. Hill Securities , LLP				Dealer Manager Fee paid to D.H. Hill Securities , LLP		566,463
Offering expense reimbursements paid to the Management Company	Offering expense reimbursements paid to the Management Company	$	277,636	Offering expense reimbursements paid to the Management Company		569,423

Acquisition Fees paid to the Management Company	Acquisition Fees paid to the Management Company	$	222,109	Acquisition Fees paid to the Management Company		455,536

Subtotal		$	1,463,316

Total Offering Expenses				Total Offering Expenses		2,913,721
Net Offering Proceeds	Net Offering Proceeds	$	9,801,656	Net Offering Proceeds		20,419,917

Repayment of Lines of Credit	Repayment of Lines of Credit	$	6,550,000	Repayment of Lines of Credit		11,800,000

Used for Working Capital	Used for Working Capital	$	3,251,656	Used for Working Capital		8,619,917

Exhibit No.	Description
3.1	Declaration of Trust of Hartman Commercial Properties REIT, a Maryland real estate investment trust (previously filed as and incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-11/A, Commission File No. 333-111674, filed on May 24, 2004)
3.2	Articles of Amendment and Restatement of Declaration of Trust of Hartman Commercial Properties REIT (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11/A, Commission File No. 333-111674, filed on July 29, 2004)
3.3	Bylaws (previously filed as and incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003)
4.1	Specimen certificate for common shares of beneficial interest, par value $.001 (previously filed as and incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003)
10.1	Agreement of Limited Partnership of Hartman REIT Operating Partnership, L.P. (previously filed as and incorporated by reference to Exhibit 10.1 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.2	Amended and Restated Property Management Agreement (previously filed and incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K Annual Report for the year ended December 31, 2004, filed on March 31, 2005)
10.3	Advisory Agreement (previously filed and incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005)
10.4	Certificate of Formation of Hartman REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.3 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.5	Limited Liability Company Agreement of Hartman REIT Operating Partnership II GP, LLC (previously filed as and incorporated by reference to Exhibit 10.4 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.6	Agreement of Limited Partnership of Hartman REIT Operating Partnership II, L.P. (previously filed as and incorporated by reference to Exhibit 10.6 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.7	Promissory Note, dated December 20, 2002, between Hartman REIT Operating Partnership II, L.P. and GMAC Commercial Mortgage Corporation (previously filed as and incorporated by reference to Exhibit 10.7 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.8	Deed of Trust and Security Agreement, dated December 20, 2002, between Hartman REIT Operating Partnership II, L.P. and GMAC Commercial Mortgage Corporation (previously filed as and incorporated by reference to Exhibit 10.8 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.9	Loan Agreement between Hartman REIT Operating Partnership, L.P. and Union Planter’s Bank, N.A. (previously filed as and incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Registrant’s General Form for Registration of Securities on Form 10, filed on August 6, 2003)

Exhibit No.	Description
10.10	Employee and Trust Manager Incentive Plan (previously filed and incorporated by reference to Exhibit 10.9 to the Registrant’s General Form for Registration of Securities on Form 10, filed on April 30, 2003)
10.11	Summary Description of Hartman Commercial Properties REIT Trustee Compensation Arrangements (previously filed and incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005)
10.12	Form of Agreement and Plan of Merger and Reorganization (previously filed as and incorporated by reference to the Registrant’s Proxy Statement, filed on April 29, 2004)
10.13	Dealer Manager Agreement (previously filed and as incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, Commission File No. 000-50256, Central Index Key No. 0001175535, filed on March 31, 2005)
10.14	Escrow Agreement (previously filed as and incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005)
10.15	Form of Amendment to the Agreement of Limited Partnership of Hartman REIT Operating Partnership, L.P. (previously filed in and incorporated by reference to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on December 31, 2003)
10.16	Revolving Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (together with other participating lenders), dated June 2, 2005 (previously filed as and incorporated by reference to Exhibit 10.13 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on June 17, 2005)
10.17	Form of Revolving Credit Note under Revolving Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (together with other participating lenders) (previously filed as and incorporated by reference to Exhibit 10.14 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on June 17, 2005)
10.18	Guaranty under Revolving Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (together with other participating lenders) (previously filed as and incorporated by reference to Exhibit 10.15 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on June 17, 2005)
10.19	Form of Negative Pledge Agreement under Revolving Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (together with other participating lenders) (previously filed as and incorporated by reference to Exhibit 10.16 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on June 17, 2005)
10.20	Form of Collateral Assignment of Partnership Interests under Revolving Credit Agreement among Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (together with other participating lenders) (previously filed as and incorporated by reference to Exhibit 10.17 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-11, Commission File No. 333-111674, filed on June 17, 2005)
10.21	Modification Agreement, dated as of February 28, 2006, between Hartman REIT Operating Partnership II, L.P. and GMAC Commercial Mortgage Corporation (previously filed and incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed March 3, 2006)
10.22	Interest Rate Swap Agreement dated as of March 16, 2006, between Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III LP, and KeyBank National Association (previously filed and incorporated by reference to Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K, filed March 31, 2006)
10.23*	Waiver and Amendment No. 1, dated May 8, 2006, between Hartman REIT Operating Partnership, L.P., Hartman REIT Operating Partnership III, L.P., and KeyBank National Association, as agent for the consortium of lenders
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

			Page

PART I–—FINANCIAL INFORMATION

Item 1.	Financial Statements	31
	Consolidated Balance Sheets as of ~~September 30, 2005~~March 31, 2006 (unaudited) and December 31, ~~2004.~~2005	31
	Consolidated Statements of Income for the Three Months Ended March 31, 2006 and ~~Nine Months Ended September 30,~~ 2005 ~~and 2004~~ (unaudited)	53
	Consolidated Statements of Changes in Shareholders' Equity for the ~~Nine~~Three Months Ended ~~September 30, 2005~~ March 31, 2006 (unaudited) and for the Year Ended December 31, ~~2004~~2005	64
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2006 and 2005 ~~and 2004 (unaudited)~~( unaudited)	75
	Notes to Consolidated Financial Statements (unaudited)	86
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3530
Item 4.	Controls and Procedures	3530

PART II – ~~OTHER~~II--OTHER INFORMATION

Item 1.	Legal Proceedings	3631
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3631
Item 3.	Defaults Upon Senior Securities	3731
Item 4.	Submission of Matters to a Vote of Security Holders	3731
Item 5.	Other Information	3732
Item 6.	Exhibits	3732

	September 30, 2005			December 31, 2004
	(Unaudited)

Assets

Real estate
Land	$	30,750,645		$	28,446,210
Buildings and improvements		125,266,042			113,551,420
		156,016,687			141,997,630
Less accumulated depreciation		(18,637,322	)		(15,450,416	)
Real estate, net		137,379,365			126,547,214

Cash and cash equivalents		1,566,355			631,978

Escrows and acquisition deposits		4,612,768			4,978,362

Note receivable		639,104			655,035

Receivables
Accounts receivable, net of allowance for doubtful
accounts of $498,475 and $342,690 as of September 30, 2005
and December 31, 2004, respectively		892,327			1,008,621
Accrued rent receivable		2,823,313			2,594,933
Due from affiliates		3,110,627			3,300,202

Receivables, net		6,826,267			6,903,756

Deferred costs, net		3,796,493			2,797,294

Prepaid expenses and other assets		272,851			103,301

Total assets	$	155,093,203		$	142,616,940

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004

Revenues
Rental income	$	4,967,156		$	4,674,623		$	14,785,885		$	13,671,538
Tenants’ reimbursements		1,055,734			1,166,462			3,603,535			3,448,438
Interest and other income		181,739			81,771			398,258			385,048

Total revenues		6,204,629			5,922,856			18,787,678			17,505,024

Expenses
Operation and maintenance		943,609			673,201			2,491,107			2,111,374
Interest expense		970,109			801,090			2,651,906			1,950,935
Real estate taxes		826,638			639,274			2,391,661			1,976,980
Insurance		110,516			111,994			331,973			350,813
Electricity, water and gas utilities		251,379			222,045			724,574			601,966
Management and partnership
management fees to an affiliate		323,517			329,743			1,052,679			999,688
General and administrative		334,824			276,085			955,665			925,624
Depreciation		1,109,772			1,015,710			3,186,910			2,933,419
Amortization		353,868			305,879			1,089,696			904,581
Bad debt expense		86,225			54,075			155,785			78,950

Total operating expenses		5,310,457			4,429,096			15,031,956			12,834,330

Income before minority interests		894,172			1,493,760			3,755,722			4,670,694

Minority interests in Operating Partnership		(382,662	)		(696,464	)		(1,669,492	)		(2,177,759	)

Net income	$	511,510		$	797,296		$	2,086,230		$	2,492,935

Net income per common share	$	0.064		$	0.114		$	0.273		$	0.356

Weighted-average shares outstanding		8,014,097			7,010,146			7,645,483			7,010,146

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total

Balance, December 31, 2004		7,010,146	$	7,010	$	45,527,152	$	(5,705,170	)	$	39,828,992

Issuance of common stock for cash, net of offering costs		1,865,557		1,866		16,672,428		-			16,674,294

Issuance of shares under dividend reinvestment plan at $9.50 per share		37,951		38		360,497		-			360,535

Net income		-		-		-		2,448,182			2,448,182

Dividends		-		-		-		(5,584,479	)		(5,584,479	)

Balance, December 31, 2005		8,913,654		8,914		62,560,077		(8,841,467	)		53,727,524

Issuance of common stock for cash, net of offering costs		412,133		412		3,663,862		-			3,664,274

Issuance of shares under dividend reinvestment plan at $9.50 per share		20,653		20		196,184		-			196,204

Net income		-		-		-		763,375			763,375

Dividends		-		-		-		(1,631,426	)		(1,631,426	)

Balance, March 31, 2006		9,346,440	$	9,346	$	66,420,123	$	(9,709,518	)	$	56,719,951


	September 30, 2005		December 31, 2004		March 31, 2006		December 31, 2005

Mortgages and other notes payable	$	40,173,090	$	40,526,111	$	39,925,217	$	40,050,441
Revolving loan secured by properties		23,275,094		16,700,000		32,975,094		32,975,094
Insurance premium finance note		72,613		-		416,393		-

Total	$	63,520,797	$	57,226,111	$	73,316,704	$	73,025,535

Year Ended September 30,

2006	$	34,975,062
2007		5,270,641
2008		23,275,094

	$	63,520,797

HCP Shareholders
Dividend/Distribution per Common Share	Date Dividend Payable	Total Amount Payable

$0.0583	4/15/04	$408,762
0.0583	5/15/04	408,762
0.0584	6/15/04	409,253
0.0583	7/15/04	408,762
0.0583	8/15/04	408,762
0.0584	9/15/04	409,253
0.0583	10/15/04	408,692
0.0583	11/15/04	408,692
0.0584	12/15/04	409,392
0.0583	1/15/05	408,692
0.0583	2/15/05	408,692
0.0589	3/15/05	412,897
0.0589	4/15/05	412,931
0.0589	5/15/05	429,416
0.0590	6/15/05	439,453
0.0589	7/15/05	445,621
0.0589	8/15/05	452,396
0.0590	9/15/05	460,284
0.0589	10/15/05	467,260
0.0589	11/15/05	470,627
0.0590	12/15/05	481,028

OP Unit Holders Including Minority Unit Holders
Dividend/Distribution per OP Unit	Date Dividend Payable	Total Amount Payable

$0.0583	4/15/04	$726,368
0.0583	5/15/04	726,368
0.0584	6/15/04	727,240
0.0583	7/15/04	726,368
0.0583	8/15/04	726,368
0.0584	9/15/04	727,240
0.0583	10/15/04	726,243
0.0583	11/15/04	726,243
0.0584	12/15/04	727,488
0.0583	1/15/05	726,243
0.0583	2/15/05	726,243
0.0589	3/15/05	733,717
0.0589	4/15/05	733,748
0.0589	5/15/05	748,498
0.0590	6/15/05	758,154
0.0589	7/15/05	762,996
0.0589	8/15/05	768,976
0.0590	9/15/05	776,345
0.0589	10/15/05	782,136
0.0589	11/15/05	785,388
0.0590	12/15/05	794,998

Month Paid or Payable	Total Amount of Dividends Paid or Payable	Dividends Per Share
April 2004	$408,762	$0.0583
May 2004	408,762	0.0583
June 2004	409,253	0.0584
July 2004	408,762	0.0583
August 2004	408,762	0.0583
September 2004	409,253	0.0584
October 2004	408,692	0.0583
November 2004	408,692	0.0583
December 2004	409,392	0.0584
January 2005	408,692	0.0583
February 2005	408,692	0.0583
March 2005	412,897	0.0589
April 2005	412,931	0.0589
May 2005	429,416	0.0589
June 2005	439,453	0.0590
July 2005	445,621	0.0589
August 2005	452,396	0.0589
September 2005	460,284	0.0590
October 2005	467,260	0.0589
November 2005	470,626	0.0589
December 2005	481,028	0.0590
Average Per Quarter		$0.1758 =====

Tax Status	2004			2003			2002			2001			2000
Ordinary income		67.7	%		24.8	%		85.1	%		70.5	%		75.9	%
Return of capital		32.3	%		75.2	%		14.9	%		29.5	%		24.1	%
Capital gain		-			-			-			-			-
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Month Paid or Payable	Total Amount of Distributions Paid or Payable	Distributions Per Share
April 2004	$726,368	$0.0583
May 2004	726,368	0.0583
June 2004	727,240	0.0584
July 2004	726,368	0.0583
August 2004	726,368	0.0583
September 2004	727,240	0.0584
October 2004	726,243	0.0583
November 2004	726,243	0.0583
December 2004	727,488	0.0584
January 2005	726,243	0.0583
February 2005	726,243	0.0583
March 2005	733,717	0.0589
April 2005	733,748	0.0589
May 2005	748,498	0.0589
June 2005	758,154	0.0590
July 2005	762,996	0.0589
August 2005	768,976	0.0589
September 2005	776,345	0.0590
October 2005	782,136	0.0589
November 2005	785,388	0.0589
December 2005	794,998	0.0590
Average Per Quarter		$0.1758 =====

	September 30, 2004			September 30, 2005
Number of properties owned and operated		34			36
Aggregate gross leasable area (sq. ft.)		2,635,000			2,867,000
Occupancy rate		87%			85%
Total revenues	$	5,922,856		$	6,204,629
Total operating expenses	$	4,429,096		$	5,310,457
Income before minority interests	$	1,493,760		$	894,172
Minority interests in the Operating Partnership	$	(696,464	)	$	(382,662	)
Net income	$	797,296		$	511,510