UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-K/A
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-52619
 AmREIT MONTHLY INCOME & GROWTH FUND III, LTD.
 (Name of Small Business Issuer in its charter)
 Texas
    
    20-2964630(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)8 Greenway Plaza, Suite 1000Houston, TX
    
    77046(address of principle executive offices)
    
    (Zip Code)
 Issuers telephone number
(713) 850-1400
 Securities registered under Section 12(b) of the Act: None
 Securities registered under Section 12(g) of the Act:
 Limited Partnership Interests
 
 o
 Yes þ No o
 þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 Yes o No þ
  Yes o No þ




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##### 



EXPLANATORY PARAGRAPH
  ITEM 7. FINANCIAL STATEMENTS
  ITEM 13. EXHIBITS
 INDEX TO EXHIBITS
  Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    File
    
    
    
    
    
    
    Filing
    
    
    FiledNumber
    
    Description
    
    Form
    
    
    Number
    
    
    Exhibit
    
    
    Date
    
    
    Herewith31.1
    
    Certification of H.
Kerr Taylor
pursuant to 18
U.S.C. Section 1350
as adopted pursuant
to Section 302 of
the Sarbanes-Oxley
Act of 2002.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of
Chad C. Braun
pursuant to 18
U.S.C. Section 1350
as adopted pursuant
to Section 302 of
the Sarbanes-Oxley
Act of 2002.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Certification of H.
Kerr Taylor
pursuant to 18
U.S.C. Section 1350
as adopted pursuant
to Section 906 of
the Sarbanes-Oxley
Act of 2002.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X32.2
    
    Certification of
Chad C. Braun
pursuant to 18
U.S.C. Section 1350
as adopted pursuant
to Section 906 of
the Sarbanes-Oxley
Act of 2002.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
 - 1 -




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##### 



PART F/S
 AmREIT MONTHLY INCOME AND GROWTH FUND III, LTD. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
 PageFINANCIAL STATEMENTS:Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2008 and 2007
    
    
    F-3Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006
    
    
    F-4Consolidated Statements of Partners Capital for the years ended December 31, 2008, 2007
and 2006
    
    
    F-5Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7FINANCIAL STATEMENT SCHEDULES:Schedule III  Consolidated Real Estate Owned and Accumulated
Depreciation for the year ended December 31, 2008
    
    
    S-1
   F - 1




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##### 



Report of Independent Registered Public Accounting Firm
 
     
 F - 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31, 2008 and December 31, 2007
 (in thousands)
 December 31,
    
    
    December 31,2008
    
    
    2007ASSETSReal estate investments at cost:Land
    
    $
    18,446
    
    
    $
    18,446Buildings
    
    
    47,265
    
    
    
    47,105Tenant improvements
    
    
    1,020
    
    
    
    88466,731
    
    
    
    66,435Less accumulated depreciation and amortization
    
    
    (4,917
    )
    
    
    (3,115
    )61,814
    
    
    
    63,320Investment in non-consolidated entities
    
    
    26,495
    
    
    
    22,449Acquired lease intangibles, net
    
    
    2,488
    
    
    
    3,246Net real estate investments
    
    
    90,797
    
    
    
    89,015Cash and cash equivalents
    
    
    918
    
    
    
    5,245Tenant receivables, net
    
    
    892
    
    
    
    630Accounts receivable
    
    
    8
    
    
    
    7Accounts receivable  related party
    
    
    1,368
    
    
    
    1,307Notes receivable
    
    
    334
    
    
    
    Notes receivable  related party
    
    
    
    
    
    
    8,710Deferred costs, net
    
    
    591
    
    
    
    594Other assets
    
    
    830
    
    
    
    621TOTAL ASSETS
    
    $
    95,738
    
    
    $
    106,129LIABILITIES AND PARTNERS CAPITALLiabilities:Notes payable
    
    $
    50,693
    
    
    $
    50,838Accounts payable and other liabilities
    
    
    1,055
    
    
    
    1,278Accounts payable  related party
    
    
    106
    
    
    
    77Below market leases, net
    
    
    517
    
    
    
    706Security deposits
    
    
    133
    
    
    
    123TOTAL LIABILITIES
    
    
    52,504
    
    
    
    53,022Minority interest in consolidated subsidiary
    
    
    1,630
    
    
    
    2,146Partners capital:General partner
    
    
    
    
    
    
    Limited partners, 2,834 units outstanding
    
    
    41,604
    
    
    
    50,961TOTAL PARTNERS CAPITAL
    
    
    41,604
    
    
    
    50,961TOTAL LIABILITIES AND PARTNERS CAPITAL
    
    $
    95,738
    
    
    $
    106,129
  F-3




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##### 



AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 For the years ended December 31, 2008, 2007, and 2006
 (in thousands)
 2008
    
    
    2007
    
    
    2006Revenues:Rental income from operating leases
    
    $
    7,252
    
    
    $
    6,746
    
    
    $
    4,709Total revenues
    
    
    7,252
    
    
    
    6,746
    
    
    
    4,709Expenses:General and administrative
    
    
    164
    
    
    
    127
    
    
    
    64General and administrative  related party
    
    
    302
    
    
    
    228
    
    
    
    Asset management fees  related party
    
    
    618
    
    
    
    618
    
    
    
    353Property expense
    
    
    1,946
    
    
    
    1,639
    
    
    
    1,120Property management fees  related party
    
    
    250
    
    
    
    245
    
    
    
    160Legal and professional
    
    
    363
    
    
    
    540
    
    
    
    370Depreciation and amortization
    
    
    2,598
    
    
    
    2,865
    
    
    
    1,840Total expenses
    
    
    6,241
    
    
    
    6,262
    
    
    
    3,907Operating income
    
    
    1,011
    
    
    
    484
    
    
    
    802Other income (expense):Interest income  related party
    
    
    29
    
    
    
    521
    
    
    
    393Interest and other income
    
    
    389
    
    
    
    867
    
    
    
    538Interest expense
    
    
    (3,114
    )
    
    
    (3,187
    )
    
    
    (1,993
    )Loss from non-consolidated entities
    
    
    (1,836
    )
    
    
    (1,997
    )
    
    
    (344
    )Minority interest in loss of
consolidated subsidiaries
    
    
    59
    
    
    
    88
    
    
    
    125Margin tax expense
    
    
    (52
    )
    
    
    (59
    )
    
    
    Total other income (expense)
    
    
    (4,525
    )
    
    
    (3,767
    )
    
    
    (1,281
    )Loss before discontinued operations
    
    
    (3,514
    )
    
    
    (3,283
    )
    
    
    (479
    )Loss from discontinued operations:Loss from real estate operations
    
    
    
    
    
    
    
    
    
    
    (19
    )Gain on sale of real estate
    
    
    
    
    
    
    
    
    
    
    Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (19
    )Net loss
    
    $
    (3,514
    )
    
    $
    (3,283
    )
    
    $
    (498
    )
  F-4




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##### 



AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
 For the years ended December 31, 2008, 2007 and 2006
 (in thousands)
 General
    
    
    Limited
    
    
    Accumulated otherPartner
    
    
    Partners
    
    
    comprehensive loss
    
    
    TotalBalance at December 31, 2005
    
    $
    
    
    
    $
    9,693
    
    
    $
    
    
    
    $
    9,693Contributions, net of offering costs
    
    
    
    
    
    
    53,055
    
    
    
    
    
    
    
    53,055Net loss
    
    
    25
    
    
    
    (523
    )
    
    
    
    
    
    
    (498
    )Distributions
    
    
    (25
    )
    
    
    (2,483
    )
    
    
    
    
    
    
    (2,508
    )Balance at December 31, 2006
    
    $
    
    
    
    $
    59,742
    
    
    $
    
    
    
    $
    59,742Contributions, net of offering costs
    
    
    
    
    
    
    (97
    )
    
    
    
    
    
    
    (97
    )Net loss
    
    
    53
    
    
    
    (3,336
    )
    
    
    
    
    
    
    (3,283
    )Distributions
    
    
    (53
    )
    
    
    (5,348
    )
    
    
    
    
    
    
    (5,401
    )Balance at December 31, 2007
    
    $
    
    
    
    $
    50,961
    
    
    $
    
    
    
    $
    50,961Redemptions
    
    
    
    
    
    
    (207
    )
    
    
    
    
    
    
    (207
    )Offering costs
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Net loss (1)
    
    
    54
    
    
    
    (3,568
    )
    
    
    
    
    
    
    (3,514
    )Loss from derivative
    
    
    
    
    
    
    
    
    
    
    (253
    )
    
    
    (253
    )Distributions
    
    
    (54
    )
    
    
    (5,328
    )
    
    
    
    
    
    
    (5,382
    )Balance at December 31, 2008
    
    $
    
    
    
    $
    41,857
    
    
    $
    (253
    )
    
    $
    41,604
 
 (1)
    
    The allocation of net loss includes a curative allocation to increase
the GP capital account by $89. The cumulative curative allocation
since inception of the partnership is $207. The partnership agreement
provides that no partner shall be required to fund a deficit balance
in their capital account.  F-5




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##### 



AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended December 31, 2008, 2007, and 2006
 (in thousands)
 2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (3,514
    )
    
    $
    (3,283
    )
    
    $
    (498
    )Adjustments to reconcile net loss to net cash
provided by operating activities:Loss from non-consolidated entities
    
    
    1,836
    
    
    
    1,997
    
    
    
    344Depreciation and amortization
    
    
    2,554
    
    
    
    2,850
    
    
    
    1,630Minority interest in loss of consolidated subsidiaries
    
    
    (59
    )
    
    
    (88
    )
    
    
    (125
    )Increase in tenant receivables
    
    
    (262
    )
    
    
    (105
    )
    
    
    (230
    )Decrease (increase) in accounts receivable
    
    
    7
    
    
    
    (1
    )
    
    
    161Decrease (increase) in accounts receivable  related party
    
    
    1,025
    
    
    
    (665
    )
    
    
    (307
    )Increase in deferred costs
    
    
    (128
    )
    
    
    (136
    )
    
    
    (22
    )Decrease (increase) in other assets
    
    
    (209
    )
    
    
    265
    
    
    
    (484
    )Increase (decrease) in accounts payable and other liabilities
    
    
    (223
    )
    
    
    (369
    )
    
    
    1,358Decrease in accounts payable  related party
    
    
    (66
    )
    
    
    (83
    )
    
    
    (305
    )Increase in security deposits
    
    
    10
    
    
    
    5
    
    
    
    98Net cash provided by operating activities
    
    
    971
    
    
    
    387
    
    
    
    1,620Cash flows from investing activities:Improvements to real estate
    
    
    (348
    )
    
    
    (753
    )
    
    
    (528
    )Acquisition of investment properties
    
    
    
    
    
    
    
    
    
    
    (21,298
    )Payments received on notes receivable
    
    
    2,375
    
    
    
    
    
    
    
    Decrease (increase) in notes receivable  related party
    
    
    537
    
    
    
    (1,675
    )
    
    
    (7,035
    )Investment in non-consolidated entities
    
    
    (2,775
    )
    
    
    (9,164
    )
    
    
    (14,981
    )Distributions from non-consolidated entities
    
    
    1,105
    
    
    
    199
    
    
    
    Net proceeds from sale of investment property
    
    
    
    
    
    
    
    
    
    
    740Decrease in preacquisition costs
    
    
    
    
    
    
    
    
    
    
    3Net cash provided by (used in) investing activities
    
    
    894
    
    
    
    (11,393
    )
    
    
    (43,099
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    
    
    
    
    
    
    
    
    11,175Payments on notes payable
    
    
    (145
    )
    
    
    (139
    )
    
    
    (131
    )Proceeds from notes payable  related party
    
    
    
    
    
    
    
    
    
    
    2,448Payments on notes payable  related party
    
    
    
    
    
    
    (1,144
    )
    
    
    (2,049
    )Contributions
    
    
    
    
    
    
    
    
    
    
    59,789Redemptions
    
    
    (207
    )
    
    
    (23
    )
    
    
    Issuance costs
    
    
    (1
    )
    
    
    (97
    )
    
    
    (6,734
    )Loan acquisition costs
    
    
    
    
    
    
    (96
    )
    
    
    (211
    )Distributions
    
    
    (5,382
    )
    
    
    (5,378
    )
    
    
    (2,508
    )Distributions to minority interests
    
    
    (457
    )
    
    
    
    
    
    
    (120
    )Net cash provided by (used in) financing activities
    
    
    (6,192
    )
    
    
    (6,877
    )
    
    
    61,659Net increase (decrease) in cash and cash equivalents
    
    
    (4,327
    )
    
    
    (17,883
    )
    
    
    20,180Cash and cash equivalents, beginning of period
    
    
    5,245
    
    
    
    23,128
    
    
    
    2,948Cash and cash equivalents, end of period
    
    $
    918
    
    
    $
    5,245
    
    
    $
    23,128Supplemental schedule of cash flow information:Cash paid during the year for interest
    
    $
    3,041
    
    
    $
    3,179
    
    
    $
    1,660Cash paid during the year for taxes
    
    $
    65
    
    
    $
    
    
    
    $
    
 Supplemental schedule of noncash investing and financing activities:
   F-6




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##### 



AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2008 and 2007
 1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
    2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 BASIS OF PRESENTATION
  REVENUE RECOGNITION
  F-7




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##### 



REAL ESTATE INVESTMENTS
 Development Properties -
 Acquired Properties and Acquired Lease Intangibles Business Combinations
 Depreciation -
 Properties Held for Sale -
  F-8




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##### 



Impairment -
 ENVIRONMENTAL EXPOSURES
  RECEIVABLES AND ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
 Tenant Receivables -
 Accounts Receivable Related Party
 Notes Receivable and Notes Receivable  Related Party
 DEFERRED COSTS
  F-9




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##### 



INCOME TAXES
 Federal -
 State Accounting
for Income Taxes
 USE OF ESTIMATES
  FAIR VALUE OF FINANCIAL INSTRUMENTS
  CONSOLIDATION OF VARIABLE INTEREST ENTITIES
 Consolidation of Variable Interest Entities ,
 NEWACCOUNTING STANDARDS
  F-10




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##### 



The Fair Value Option for Financial Assets and
Financial Liabilities .
 Business Combinations .
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities (SFAS No. 161)
 DISCONTINUED OPERATIONS
  2008
    
    
    2007
    
    
    2006Rental income from operating leases
    
    $
    
    
    
    $
    
    
    
    $
    13Gain on sale of real estate
    
    
    
    
    
    
    
    
    
    
    Total expenses
    
    
    
    
    
    
    
    
    
    
    13General and administrative
    
    
    
    
    
    
    
    
    
    
    (2
    )Property expense
    
    
    
    
    
    
    
    
    
    
    (1
    )Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    (29
    )Total expenses
    
    
    
    
    
    
    
    
    
    
    (32
    )Loss from discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    (19
    )
 F-11




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##### 



OFFERING COSTS
  CASH AND CASH EQUIVALENTS
  INTEREST
  SEGMENT REPORTING
 Disclosures about Segments of an Enterprise and Related
Information,
 RECLASSIFICATIONS
  3. OPERATING LEASES
  2009
    
    $
    5,0762010
    
    
    4,3842011
    
    
    3,5412012
    
    
    2,8462013
    
    
    2,161Thereafter
    
    
    7,507$
    25,515
  F-12




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##### 



4. INVESTMENTS IN NON-CONSOLIDATED ENTITIES
  
    
    In March 2006, we acquired a 50% interest in 5433 Westheimer, LP which
owns an office building in Houston, Texas with a gross leasable area of 134,000
square feet. As noted below, we have since acquired an additional 7.5% interest.
The remaining 42.5% is owned by a third party.
    
    In December 2006, we acquired a 20% interest in PTC/BSQ Holding Company,
LLC which owns three multi-tenant retail properties located in Plano, Texas with a
combined gross leasable area of 395,000 square feet. The remaining 80% is owned
by a third party.
    
    Also in December 2006, we acquired a 50% interest in AmREIT Casa Linda, LP
which owns a multi-tenant retail property located in Dallas, Texas with a combined
gross leasable area of 325,000 square feet. The remaining 50% is owned by AmREIT
Monthly Income and Growth Fund IV, Ltd., an affiliated merchant development fund.
  
    
    In August 2007, we acquired a 30% interest in AmREIT Woodlake Square, LP
which owns a multi-tenant retail property located in Houston, Texas with a
combined gross leasable area of 206,000 square feet. The remaining 70% is owned by
affiliated AmREIT entites, AmREIT Monthly Income and Growth Fund IV, Ltd., and
AmREIT Realty Investment Company.
    
    In November 2007, we acquired a 30% interest in AmREIT Westheimer Gessner,
LP which owns Woodlake Pointe, a multi-tenant retail property located in Houston,
Texas with a combined gross leasable area of 82,120 square feet. The remaining 70%
is owned by affiliated AmREIT entites, AmREIT Monthly Income and Growth Fund IV,
Ltd., and AmREIT Realty Investment Company.
  
    
    In May 2008, we acquired a 30% interest in a land tract adjacent to
Woodlake Pointe for $1.3 million. The acquisition is reported as a part of AmREIT
Westheimer Gessner, LP (which owns Woodlake Pointe). The remaining 70% is owned by
affiliated AmREIT entities, AmREIT Monthly Income & Growth Fund IV, L.P. and
AmREIT Realty Investment Company.
    
    In November 2008, we acquired an additional 7.5% interest in 5433 Westheimer,
LP from our third party, joint-venture partner for $800,000. The remaining 42.5% is
owned by that same party. The property is not consolidated into our financial
statements as it does not meet all conditions for consolidation outlined in FASB
Interpretation 46R, Consolidation of Variable Interest Entities (as amended) or EITF
04-5, Determining Whether a General Partner, or the General Partners as a Group,
Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain
Rights.
  F-13




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##### 



As of
    
    
    As ofDecember 31,
    
    
    December 31,Combined Balance Sheets
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)AssetsProperty, net
    
    $
    185,336
    
    
    $
    177,647Cash
    
    
    2,478
    
    
    
    1,806Other assets
    
    
    31,488
    
    
    
    25,233Total Assets
    
    $
    219,302
    
    
    $
    204,686Liabilities and partners capital:Notes payable*
    
    
    112,105
    
    
    
    108,086Other liabilities
    
    
    21,018
    
    
    
    18,735Partners capital
    
    
    86,179
    
    
    
    77,865Total Liabilities and Partners Capital
    
    $
    219,302
    
    
    $
    204,686MIG III share of net assets
    
    $
    26,495
    
    
    $
    22,449
 Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,Combined Statement of Operations
    
    2008
    
    
    2007(In thousands)
    
    
    (In thousands)RevenueTotal Revenue
    
    $
    19,164
    
    
    $
    16,211ExpenseInterest
    
    
    5,910
    
    
    
    5,592Depreciation and amortization
    
    
    9,817
    
    
    
    8,693Other
    
    
    7,897
    
    
    
    6,173Total expense
    
    
    23,624
    
    
    
    20,458Net loss
    
    $
    (4,460
    )
    
    $
    (4,247
    )MIG III share of net loss
    
    $
    (1,836
    )
    
    $
    (1,997
    )
 
 *
    
    Includes notes payable to the Partnership of $0 and $7.0 million at December 31, 2008 and
2007, respectively. DERIVATIVE FINANCIAL INSTRUMENTS
 Accounting for
Derivative Instruments and Hedging Activities Amendment of
Statement 133 on Derivative Instruments and Hedging Activities,
 F-14




---



##### 



5. ACQUIRED LEASE INTANGIBLES
   December 31, 2008
    
    
    December 31, 2007Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationIn-place leases
    
    $
    4,585
    
    
    $
    (2,232
    )
    
    $
    4,635
    
    
    $
    (1,595
    )Above-market leases
    
    $
    278
    
    
    $
    (143
    )
    
    $
    293
    
    
    $
    (87
    )Below-market leases
    
    
    (1,161
    )
    
    
    644
    
    
    
    (1,161
    )
    
    
    455Intangible
lease cost, net
    
    $
    3,702
    
    
    $
    (1,731
    )
    
    $
    3,767
    
    
    $
    (1,227
    )
  Rental IncomeAmortization Expense
    
    
    (Above and belowYear Ending December 31,
    
    (In-Place Lease Value)
    
    
    market Leases)2009
    
    $
    609
    
    
    $
    (131
    )2010
    
    
    448
    
    
    
    (90
    )2011
    
    
    323
    
    
    
    (65
    )2012
    
    
    271
    
    
    
    (53
    )2013
    
    
    174
    
    
    
    (10
    )$
    1,825
    
    
    $
    (349
    )
 6. NOTES PAYABLE
   F-15




---



##### 



ScheduledPrincipal
    
    
    Term-Loan
    
    
    TotalScheduled Payments by Year
    
    Payments
    
    
    Maturities
    
    
    Payments2009
    
    
    156
    
    
    
    
    
    
    
    1562010
    
    
    165
    
    
    
    
    
    
    
    1652011
    
    
    335
    
    
    
    24,455
    
    
    
    24,7902012
    
    
    183
    
    
    
    
    
    
    
    1832013
    
    
    196
    
    
    
    
    
    
    
    196Thereafter
    
    
    299
    
    
    
    24,903
    
    
    
    25,202Total
    
    $
    1,334
    
    
    $
    49,358
    
    
    $
    50,692
  7. CONCENTRATIONS
   Tenant
    
    2008
    
    
    2007
    
    
    2006H-E-B Grocery
    
    $
    1,425
    
    
    $
    1,425
    
    
    $
    1,268Designer Shoe Warehouse
    
    
    550
    
    
    
    550
    
    
    
    550Rice Food Markets, Inc.
    
    
    292
    
    
    
    292
    
    
    
    75Blockbuster Video
    
    
    224
    
    
    
    223
    
    
    
    81Fidelity Investments
    
    
    211
    
    
    
    211
    
    
    
    54$
    2,702
    
    
    $
    2,701
    
    
    $
    2,028
 8. PARTNERS CAPITAL AND MINORITY INTEREST
  Limited Optional Redemption
 F-16




---



##### 



Distributions
 
    
    First  99% to the limited partners and 1% to the General Partner until such time
as the limited partners have received cumulative distributions from all sources
(including monthly cash distributions during the operating stage of the Partnership)
equal to 100% of their unreturned invested capital plus an amount equal to 10% per
annum uncompounded on their invested capital.
    
    Second  100% to the General Partner until it has received cumulative distributions
from all sources (other than with respect to its limited partner units it purchased) in
an amount equal to 40% of the net cash flow paid to date to the limited partners in
excess of their adjusted capital.
    
    Thereafter  60% to the limited partners and 40% to the General Partner.
 Minority Interest -
 9. RELATED PARTY TRANSACTIONS
  Type of Service
    
    Service Description & Compensation
    

    2008
    
    2007
    
    
    2006Securities
Commissions, Due
Diligence and
Marketing
Reimbursements
    
    Sales commissions (7.25%) and
dealer manager fees (2.5%) paid
for placement of the limited
partnership units through
unaffiliated broker/dealers and
reimbursement of bona fide due
diligence efforts (0.5%)
    

    $       
    
    $
    
    
    
    $
    6,520,669Organizational and
Offering Cost
Reimbursements
    
    Reimbursement of the
Partnerships organizational and
offering costs, including legal
and accounting fees, printing
costs, filing fees and
distribution costs.
    


    
    
    97,460
    
    
    
    212,720Total
    

    $       
    
    $
    97,460
    
    
    $
    6,733,389
  F-17




---



##### 



Type of Service
    
    Service Description & Compensation
    
    2008
    
    2007
    
    2006Asset Management
    
    1% of the net invested capital
under management for
accounting-related services,
investor relations, facilitating
the deployment of capital and
other services provided by the
General Partner in operating the
Partnership
    
    $
    617,753
    
    
    $
    617,753
    
    
    $
    353,251Development and
Acquisitions
    
    Between 3% and 6% of project
costs for services provided by
the affiliate in identifying,
evaluating, procuring and, if
applicable, developing properties
(capitalized as part of real
estate assets)
    
    
    
    
    
    
    90,000
    
    
    
    1,042,268Property Management
and Leasing
    
    Property management fees are not
to exceed 4% of gross rentals for
providing property management,
operating, maintenance and other
services required to maintain a
quality property. Leasing fees
are not to exceed 2% of base rent
on a lease renewal and 6% of
based rent on an initial lease or
procuring tenants and negotiating
the terms of the tenant leases
($136,000 in leasing costs
capitalized to deferred costs)
    
    
    359,436
    
    
    
    381,076
    
    
    
    226,237Additional Services
    
    Financing coordination fee equal
to 1% of the loan proceeds for
procuring debt financing for
Partnership
    
    
    
    
    
    
    
    
    
    
    123,075Brokerage
    
    Brokerage fees are not to exceed
6% of the sales price for the
sale of the property to an
unaffiliated thirty party
    
    
    
    
    
    
    
    
    
    
    23,250Administration
Costs 
Reimbursements
    
    These costs represent actual
expenses incurred by the General
Partner in connection with its
provision of administrative
services, including personnel
costs
    
    
    301,822
    
    
    
    227,674
    
    
    
    Total
    
    $
    1,279,011
    
    
    $
    1,316,503
    
    
    $
    1,768,081
  10. REAL ESTATE ACQUISITIONS AND DISPOSITIONS
    11. COMMITMENTS AND CONTINGENCIES
 Litigation
 Environmental matters
 F-18




---



##### 



F-19




---



##### 



AmREIT MONTHLY INCOME & GROWTH FUND III, LTD. AND SUBSIDIARIES
 
 SCHEDULE III  Consolidated Real Estate Owned and Accumulated Depreciation
 For the year ended December 31, 2008
 Initial Cost
    
    Cost Capitalized
    
    Total CostBuilding and
    
    
    
    
    
    Subsequent to
    
    Building and
    
    
    
    
    
    
    
    
    
    Accumulated
    
    DateProperty Description
    
    Improvements
    
    Land
    
    Acquisition (Note A)
    
    Improvements
    
    Land
    
    Total
    
    Depreciation
    
    Acquired
    
    EncumbrancesWestside Plaza
    
    
    8,631,610
    
    
    
    4,750,000
    
    
    
    1,270,042
    
    
    
    9,892,048
    
    
    
    4,759,603
    
    
    
    14,651,652
    
    
    
    (936,992
    )
    
    
    9/30/2005
    
    
    
    10,402,598Olmos Creek
    
    
    9,829,663
    
    
    
    4,261,553
    
    
    
    (512,066
    )
    
    
    10,030,556
    
    
    
    3,548,594
    
    
    
    13,579,150
    
    
    
    (999,302
    )
    
    
    6/30/2006
    
    
    
    11,175,000Lantern Lane
    
    
    11,386,338
    
    
    
    6,308,354
    
    
    
    806,787
    
    
    
    12,172,133
    
    
    
    6,329,346
    
    
    
    18,501,479
    
    
    
    (1,356,118
    )
    
    
    9/29/2006
    
    
    
    13,440,000Lake Houston
    
    
    15,968,495
    
    
    
    3,800,000
    
    
    
    230,446
    
    
    
    16,190,428
    
    
    
    3,808,513
    
    
    
    19,998,941
    
    
    
    (1,625,270
    )
    
    
    12/12/2005
    
    
    
    15,675,000Total
    
    $
    45,816,106
    
    
    $
    19,119,907
    
    
    $
    1,795,209
    
    
    $
    48,285,166
    
    
    $
    18,446,056
    
    
    $
    66,731,222
    
    
    $
    (4,917,681
    )
    
    
    
    
    
    $
    50,692,598
   AccumulatedCost
    
    DepreciationBalance at December 31, 2004
    
    
    
    
    
    $
    Acquisitions / additions
    
    
    33,437,701
    
    
    
    Disposals
    
    
    
    
    
    
    Depreciation expense
    
    
    
    
    
    
    92,275Balance at December 31, 2005
    
    
    33,437,701
    
    
    $
    92,275Acquisitions / additions
    
    
    33,001,921
    
    
    
    Disposals
    
    
    (757,140
    )
    
    
    (3,251
    )Depreciation expense
    
    
    
    
    
    
    1,094,529Balance at December 31, 2006
    
    $
    65,682,482
    
    
    $
    1,183,554Acquisitions / additions
    
    
    1,035,377
    
    
    
    Disposals
    
    
    (282,520
    )
    
    
    (9,844
    )Depreciation expense
    
    
    
    
    
    
    1,941,330Balance at December 31, 2007
    
    $
    66,435,339
    
    
    $
    3,115,040Acquisitions / additions
    
    
    347,962Disposals
    
    
    (52,079
    )
    
    
    (14,576
    )Depreciation expense
    
    
    
    
    
    
    1,817,217Balance at December 31, 2008
    
    $
    66,731,222
    
    
    $
    4,917,681
 S-1




---



##### 



SIGNATURES
  AmREIT Monthly Income & Growth Fund III, Ltd.By:
    
    AmREIT Monthly Income & Growth III
Corporation, its General PartnerDate: September 9, 2009By:
    
    /s/ H. Kerr TaylorH. Kerr TaylorPresident, Chief Executive Officer, and DirectorBy:
    
    /s/ Chad C. BraunChad C. BraunExecutive Vice President, Chief Financial Officer, Treasurer 
and Secretary