##### Table of Contents



UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
    FORM 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE  SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    Commission file number: 0-49782   T REIT, Inc.
   Virginia

52-2140299(State or other jurisdiction of
    incorporation or organization)

(I.R.S. EmployerIdentification No.)1551 N. Tustin
    Avenue,
    Suite 200 Santa Ana, California(Address of principal
    executive offices)

92705(Zip Code)    (714) 667-8252
   N/A
    þ o
  non-accelerated Rule 12b-2
 o o þ
  Rule 12b-2
  o þ




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##### 



T REIT,
    Inc.
    (A Virginia Corporation)
    TABLE OF CONTENTS
  PagePART I 
    FINANCIAL INFORMATIONItem 1.

Financial
    Statements


2Condensed
    Consolidated Statements of Net Assets (Liquidation Basis) as of
    March 31, 2007 (Unaudited) and December 31, 2006
    (Unaudited)


2Condensed
    Consolidated Statements of Changes in Net Assets (Liquidation
    Basis) for the Three Months Ended March 31, 2007
    (Unaudited) and 2006 (Unaudited)


3Notes to Condensed
    Consolidated Financial Statements (Unaudited)


4Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


14Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


22Item 4.

Controls and
    Procedures


22Item 4T.

Controls and
    Procedures


23PART II 
    OTHER INFORMATIONItem 1.

Legal
    Proceedings


24Item 1A.

Risk
    Factors


25Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


25Item 3.

Defaults Upon
    Senior Securities


25Item 4.

Submission of
    Matters to a Vote of Security Holders


25Item 5.

Other
    Information


25Item 6.

Exhibits


25SIGNATURES


26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements.  T REIT,
    INC.
 CONDENSED
    CONSOLIDATED STATEMENTS OF NET ASSETS
    (Liquidation Basis)
    As of March 31, 2007 (Unaudited) and December 31, 2006
    (Unaudited)  March 31,


December 31,2007


2006ASSETSInvestments in unconsolidated real
    estate

$
5,939,000


$
5,686,000Cash and cash equivalents


2,670,000



2,637,000Accounts receivable, net


3,000



3,000Asset for estimated receipts in
    excess of estimated costs during liquidation


644,000



670,000Total assets


9,256,000



8,996,000LIABILITIESTotal liabilities






Commitments and contingencies
    (Note 9)Net assets in liquidation

$
9,256,000


$
8,996,000    2




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CONDENSED
    CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
    (Liquidation Basis)
    For the Three Months Ended March 31, 2007 (Unaudited) and
    2006 (Unaudited)  Three Months EndedMarch 31,2007


2006Net assets in liquidation,
    beginning of period

$
8,996,000


$
32,529,000Change in net assets in
    liquidation:Changes to asset for estimated
    receipts in excess of estimated costs during liquidation:Operating income


(39,000
)


(1,156,000
)Distributions received from
    unconsolidated properties


(129,000
)


(257,000
)Payments of liquidation costs and
    other amounts


135,000



282,000Change in estimated receipts in
    excess of estimated costs during liquidation


7,000



180,000Changes to asset for estimated
    receipts in excess of estimated costs during liquidation


(26,000
)


(951,000
)Change in fair value of assets and
    liabilities:Change in fair value of marketable
    securities






(116,000
)Change in fair value of real
    estate investments


253,000



5,512,000Change in assets and liabilities
    due to activity in asset or estimated receipts in excess of
    estimated costs during liquidation


33,000



1,131,000Net increase in fair value


286,000



6,527,000Distributions to shareholders






(12,000,000
)Change in net assets in
    liquidation


260,000



(6,424,000
)Net assets in liquidation, end
    of period

$
9,256,000


$
26,105,000    3




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T REIT,
    INC.



NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  1.
    Organization
    and Description of Business  The use of the words we, us, or
    our refers to T REIT, Inc. and its subsidiary, T
    REIT, L.P., except where the context otherwise requires.
    day-to-day month-to-month
    2.
    Plan of
    Liquidation       4




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      3.
    Summary
    of Significant Accounting Policies  Interim
    Financial Data
  Form 10-K/A,
  Principles
    of Consolidation
  Consolidation of Variable Interest Entities
  Liquidation
    Basis of Accounting
  tenants-in-common,
 5




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     Segments
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  4.
    Asset for
    Estimated Receipts in Excess of Estimated Costs During
    Liquidation   6




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      December 31,


Cash Payments


Change in


March 31,2006


and (Receipts)


Estimates


2007Assets:Estimated net inflows from
    unconsolidated operating activities

$
1,570,000


$
(168,000
)

$
64,000


$
1,466,000Liabilities:Liquidation costs


(900,000
)


135,000



(57,000
)


(822,000
)Total asset for estimated receipts
    in excess of estimated costs during liquidation

$
670,000


$
(33,000
)

$
7,000


$
644,000   5.
    Net
    Assets in Liquidation        6.
    Real
    Estate Investments    Dispositions
    in 2007
    Dispositions
    in 2006
     7




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
         7.
    Shareholders
    Equity  Share
    Repurchase Program
    Stock
    Option Plans
   8




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   8.
    Advisory
    Fees and Other Related Party Transactions  Advisory
    Agreement
  Advisory
    Fees
  month-to-month day-to-day
    Property
    Management Fees
    Real
    Estate Acquisition and Disposition Fees
    Incentive
    Distributions
   9




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
   Incentive
    Bonuses and Milestone Payments
        9.
    Commitments
    and Contingencies  SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
  and/or Accounting for Contingencies.
  Unconsolidated
    Debt
   10




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     As of March 31, 2007


As of December 31, 2006Ownership


Mortgage Debt


T REIT, Inc.s


Mortgage Debt


T REIT, Inc.sProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


10.3
%

$
96,994,000


$
9,990,000


$
97,308,000


$
10,023,000Enclave Parkway  LLC


3.3
%


22,582,000



735,000



22,671,000



738,000Total





$
119,576,000


$
10,725,000


$
119,979,000


$
10,761,000       Litigation
  one-day
 11




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
      Environmental
    Matters
    Other
    10.
    Concentration
    of Credit Risk     12




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T REIT,
    INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
     2007


Percentage of





Square


LeaseAnnual


2007 Annual





Footage


ExpirationTenant

Base Rent(*)


Base Rent


Property


(Approximately)


DateHomeland Security

$
3,344,000



19.0
%


Congress Center



76,000



April 2012North American Co. Life and Health
    Ins

$
2,371,000



13.5
%


Congress Center



101,000



Feb. 2012Akzo Nobel, Inc.

$
2,040,000



11.5
%


Congress Center



90,000



Dec. 2013     *
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of March 31, 2007.    Percentage of





Square2006 Annual


2006 Annual





Footage


LeaseTenant

Base Rent(*)


Base Rent


Property


(Approximately)


Expiration DateNetsolve, Inc.

$
1,112,000



50.3
%


AmberOaks



78,000



April 2007Newell Rubbermaid, Inc.

$
493,000



22.3
%


AmberOaks



51,000



April 2008URS Corporation

$
244,000



11.0
%


AmberOaks



21,000



July 2011InfoEdgeTechnology

$
222,000



10.1
%


AmberOaks



22,000



June 2016     *
    
    Annualized rental income is based on contractual base rent set
    forth in leases in effect as of March 31, 2006.  11.
    Subsequent
    Events       13




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  The use of the words we, us, or
    our refers to T REIT, Inc. and its subsidiary, T
    REIT, L.P., except where the context otherwise requires.
  Form 10-Q.
  Forward-Looking
    Statements
  safe-harbor
  Overview
    and Background
     14




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day-to-day month-to-month
    Business
    Strategy and Plan of Liquidation
       15




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Critical
    Accounting Policies
  Form 10-K/A,
  Interim
    Financial Data
  Form 10-K/A,
  Dispositions
    in 2007
    Dispositions
    in 2006
           16




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Factors
    Which May Influence Results of Operations
  Rental
    Income
    Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act
  and/or
  Changes
    in Net Assets in Liquidation
  Three
    Months Ended March 31, 2007 and 2006
       17




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Liquidity
    and Capital Resources
    Current
    Sources of Capital and Liquidity
  and/or
    Other
    Liquidity Needs
  interest-bearing
       18




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Capital
    Resources
  General
    leasing-related
   19




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##### Table of Contents



Financing
        Unconsolidated
    Debt
      As of March 31, 2007


As of December 31, 2006Ownership


Mortgage Debt


T REIT, Inc.s


Mortgage Debt


T REIT, Inc.sProperty

Percentage


Balance


Portion of Debt


Balance


Portion of DebtCongress Center  LLC


10.3
%

$
96,994,000


$
9,990,000


$
97,308,000


$
10,023,000Enclave Parkway  LLC


3.3
%


22,582,000



735,000



22,671,000



738,000Total





$
119,576,000


$
10,725,000


$
119,979,000


$
10,761,000       REIT
    Requirements
   20




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Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
    SEC
    Investigation
  In the matter of Triple Net Properties, LLC.
  and/or Accounting for Contingencies.
  Inflation
    Recently
    Issued Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes
 21




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Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Subsequent
    Events
        Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.    Item 4.
    Controls
    and Procedures.   22




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Item 4T.  Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Form 10-Q Rules 13a-14(a) 15d-14(a) Form 10-Q
  Rules 13a-15(e) 15d-15(e)
  Changes in internal control over financial
    reporting.
 23




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PART II 
    OTHER INFORMATION  The use of the words we, us, or
    our refers to T REIT, Inc. and its subsidiary, T
    REIT, L.P., except where the context otherwise requires.
  Item 1.
    Legal
    Proceedings.  SEC
    Investigation
  In the matter of Triple Net Properties,
    LLC.
  and/or Accounting for
    Contingencies.
  Litigation
  one-day
 24




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##### Table of Contents



Item 1A.  Risk
    Factors.



There were no other material changes from risk factors
    previously disclosed in our 2006 Annual Report on
    Form 10-K/A,
    as filed with the SEC.  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.    Item 6.
    Exhibits.   25




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SIGNATURES    T REIT, Inc.(Registrant)May 11, 2007

By:

/s/  JACK
    R.
    MAURERDate



Jack R. MaurerChief Executive Officer and
    President(principal executive
    officer)May 11, 2007

By:

/s/  COURTNEY
    A.
    BROWERDate



Courtney A. BrowerChief Accounting
    Officer(principal accounting
    officer)  26




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EXHIBIT INDEX
  Regulation S-K,
  Form 10-Q Regulation S-K).
  ItemNo.

Description2
.1

T REIT, Inc. Plan of Liquidation
    and Dissolution, as approved by shareholders on July 27,
    2005 and as currently in effect (included as Exhibit A to
    the Companys Definitive Proxy Statement for the Annual
    Meeting of Shareholders filed on June 15, 2005 and
    incorporated herein by reference).3
.1

Articles of Incorporation of the
    Company (included as Exhibit 3.1 to the Companys
    Registration Statement on
    Form S-11
    filed on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).3
.2

Form of Amended and Restated
    Articles of Incorporation of the Company (included as
    Exhibit 3.2 to Amendment No. 3 to the Companys
    Registration Statement on
    Form S-11
    filed on November 22, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).3
.3

Form of By-Laws of the Company
    (included as Exhibit 3.3 to the Companys Registration
    Statement on
    Form S-11
    filed on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).3
.4

Form of Amended By-Laws of the
    Company (included as Exhibit 3.4 to Post-Effective
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on July 17, 2001 (File
    No. 333-77229)
    and incorporated herein by reference).10
.1

Form of Agreement of Limited
    Partnership of T REIT, L.P. (included as Exhibit 10.1 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on October 13, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).10
.2

Dividend Reinvestment Program
    (included as Exhibit C to the Companys Prospectus
    filed as part of the Companys Registration Statement on
    Form S-11
    on April 28, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).10
.3

Independent Director Stock Option
    Plan (included as Exhibit 10.3 to Amendment No. 4 to
    the Companys Registration Statement on
    Form S-11
    filed on February 3, 2000 (File
    No. 333-77229)
    and incorporated herein by reference).10
.4

Employee and Officer Stock Option
    Plan (included as Exhibit 10.4 to Amendment No. 4 to
    the Companys Registration Statement on
    Form S-11
    filed on February 3, 2000 (File
    No. 333-77229)
    and incorporated herein by reference).10
.5

Advisory Agreement between the
    Company and our Advisor (included as Exhibit 10.5 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-11
    filed on October 13, 1999 (File
    No. 333-77229)
    and incorporated herein by reference).10
.6

Agreement for Purchase and Sale of
    Real Property and Escrow Instructions by and between NNN Enclave
    Parkway, LLC and Parkway Properties Office Fund, L.P., dated
    April 25, 2007 (included as Exhibit 10.1 to
    form 8-K
    filed on April 27, 2007 and incorporated herein by
    reference).10
.7

First Amendment to Agreement for
    Purchase and Sale of Real Property and Escrow Instructions by
    and between NNN Enclave Parkway, LLC and Parkway Properties
    Office Fund, L.P., dated April 25, 2007 (included as
    Exhibit 10.2 to
    form 8-K
    filed on April 27, 2007 and incorporated herein by
    reference).31
.1*

Certification of Chief Executive
    Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification of Chief Accounting
    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
    created by Section 906 of the Sarbanes-Oxley Act of 2002.32
.2*

Certification of Chief Accounting
    Officer, pursuant to 18 U.S.C. Section 1350, as
    created by Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith. 27