##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K/A
 Amendment No. 2
 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 December 21, 2007
 Grubb & Ellis Apartment REIT, Inc.
  Maryland
(State or other jurisdiction 
of incorporation)
    
    000-52612
(Commission
File Number)
    
    20-3975609
(I.R.S. Employer
Identification No.)1551 N. Tustin Avenue, 
Suite 300, Santa Ana, 
California
(Address of principal executive offices)
    
    
    
    92705
(Zip Code)
 714-667-8252
 Not Applicable
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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##### 



INFORMATION TO BE INCLUDED IN THE REPORT
  Item 9.01
    
    Financial Statements and Exhibits.
 Page(a)
    
    Financial statements of businesses acquired.The Myrtles at Olde TowneI.
    
    Independent Auditors Report
    
    
    3II.
    
    Statements of Revenues and Certain Expenses for the Nine Months Ended
September 30, 2007 (Unaudited) and for the Year Ended
December 31, 2006
    
    
    4III.
    
    Notes to the Statements of Revenues and Certain Expenses for the Nine Months
Ended September 30, 2007 (Unaudited) and for the Year Ended
December 31, 2006
    
    
    5The Heights at Olde TowneIV.
    

Independent
Auditors Report
    
    
    7V.
    
    Statements of Revenues and Certain Expenses for the Nine Months Ended
September 30, 2007 (Unaudited) and for the Year Ended
December 31, 2006
    
    
    8VI.
    
    Notes to the Statements of Revenues and Certain Expenses for the Nine Months
Ended September 30, 2007 (Unaudited) and for the Year Ended
December 31, 2006
    
    
    9(b)
    
    Pro forma financial information.Grubb & Ellis Apartment REIT, Inc.I.
    
    Unaudited Pro Forma Condensed Consolidated Financial Statements as of
September 30, 2007 and for the Nine Months Ended September 30, 2007
and for the Period from January 10, 2006 (Date of Inception) through
December 31, 2006
    
    
    11II.
    
    Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2007
    
    
    12III.
    
    Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Nine Months Ended September 30, 2007
    
    
    13IV.
    
    Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Period from January 10, 2006 (Date of Inception) through
December 31, 2006
    
    
    14V.
    
    Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements as of
September 30, 2007 and for the Nine Months Ended September 30, 2007 and for
the Period from January 10, 2006 (Date of Inception) through
December 31, 2006
    
    
    15
  2




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##### Table of Contents



Independent
    Auditors Report
             
 ï
    3




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##### Table of Contents



The
    Myrtles at Olde Towne
    Statements of Revenues and Certain Expenses
    For the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31, 2006
  Nine Months Ended


Year EndedSeptember 30, 2007


December 31, 2006Revenues:Rental and other property revenue

$
2,748,000


$
3,481,000Certain expenses:Grounds and building maintenance


428,000



531,000Real estate taxes


222,000



295,000Electricity, water and gas utilities


125,000



142,000Property management fees


80,000



105,000Insurance


62,000



109,000General and administrative


535,000



688,000Total certain expenses


1,452,000



1,870,000Revenues in excess of certain expenses

$
1,296,000


$
1,611,000    4




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##### Table of Contents



The
    Myrtles at Olde Towne
Notes to the Statements of Revenues and Certain
    Expenses
    for the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31, 2006
  Note 1.  Organization
    and Basis of Presentation
  Organization
  Basis of Presentation Article 3-14 Regulation S-X
    Note 2.  Summary
    of Significant Accounting Policies
  Revenue Recognition
  Repairs and Maintenance
  Use of Estimates
  Unaudited Interim Information
  Note 3.  Related
    Party Transactions
     5




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##### Table of Contents



The
    Myrtles at Olde Towne
    Notes to the Statements of Revenues and Certain Expenses
    for the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31,
    2006  (Continued)
    NOTE 4.  Commitments
    and Contingencies
  Litigation
  Environmental Matters
  Other Matters and/or
  NOTE 5.  Subsequent
    Event
   6




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##### Table of Contents



Independent
    Auditors Report
             
 ï
    7




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##### Table of Contents



The
    Heights at Olde Towne
    Statements of Revenues and Certain Expenses
    For the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31, 2006
  Nine Months Ended


Year EndedSeptember 30, 2007


December 31, 2006Revenues:Rental and other property revenue

$
1,506,000


$
1,848,000Certain expenses:Grounds and building maintenance


319,000



458,000Real estate taxes


89,000



99,000Electricity, water and gas utilities


156,000



151,000Property management fees


44,000



54,000Insurance


18,000



21,000General and administrative


335,000



382,000Total certain expenses


961,000



1,165,000Revenues in excess of certain expenses

$
545,000


$
683,000    8




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##### Table of Contents



The
    Heights at Olde Towne
    Notes to the Statements of Revenues and Certain
    Expenses
    for the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31, 2006
  Note 1.  Organization
    and Basis of Presentation
  Organization
  Basis of Presentation Article 3-14 Regulation S-X
    Note 2.  Summary
    of Significant Accounting Policies
  Revenue Recognition
  Repairs and Maintenance
  Use of Estimates
  Unaudited Interim Information
  Note 3.  Related
    Party Transactions
     9




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##### Table of Contents



The
    Heights at Olde Towne
    Notes to The Statements of Revenues and Certain Expenses
    for the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Year Ended December 31, 2006 
    (Continued)
  Note 4.  Commitments
    and Contingencies
  Litigation
  Environmental Matters
  Other Matters and/or
  Note 5.  Subsequent
    Event
   10




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
  
 Unaudited
    Pro Forma Condensed Consolidated Financial Statements
    as of September 30, 2007 and for the Nine Months Ended
    September 30, 2007
    and for the Period from January 10, 2006 (Date of
    Inception) through December 31, 2006
         11




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Grubb &
    Ellis Apartment REIT, Inc.
    Unaudited Pro Forma Condensed Consolidated
    Balance Sheet as of September 30, 2007
  Q4 2007Previously


Acquisition of


Acquisition ofCompany


Reported


Myrtles


Heights


CompanyHistorical(A)


Transactions(B)


Property(C)


Property(D)


Pro FormaASSETSReal estate investments:Operating properties, net

$
148,854,000


$
18,352,000


$
37,017,000


$
17,470,000


$
221,693,000Cash and cash equivalents


1,753,000















1,753,000Accounts and other receivable, net


67,000







10,000



10,000



87,000Restricted cash


2,715,000



379,000



71,000



32,000



3,197,000Identified intangible assets, net


919,000



273,000



359,000



219,000



1,770,000Other assets, net


1,299,000



169,000



405,000



234,000



2,107,000Total assets

$
155,607,000


$
19,173,000


$
37,862,000


$
17,965,000


$
230,607,000LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS
    EQUITYLiabilities:Mortgage loan payables, net

$
95,205,000


$
13,600,000


$
20,100,000


$
10,475,000


$
139,380,000Unsecured note payables to affiliate


2,200,000







6,792,000



3,208,000



12,200,000Line of credit






3,195,000



6,788,000



3,205,000



13,188,000Accounts payable and accrued liabilities


3,701,000



389,000



16,000



9,000



4,115,000Accounts payable due to affiliates


1,182,000















1,182,000Security deposits and prepaid rent


456,000



33,000



174,000



131,000



794,000Total liabilities


102,744,000



17,217,000



33,870,000



17,028,000



170,859,000Commitments and contingenciesMinority interests of limited partner in Operating Partnership


1,000















1,000Stockholders equity:Preferred stock, $0.01 par value; 50,000,000 shares
    authorized; none issued and outstanding


















Common stock, $0.01 par value; 300,000,000 shares
    authorized; 6,671,812 shares issued and outstanding


67,000



2,000



5,000
(E)


1,000
(E)


75,000Additional paid-in capital


59,095,000



1,954,000



3,987,000
(E)


936,000
(E)


65,972,000Accumulated deficit


(6,300,000
)














(6,300,000
)Total stockholders equity


52,862,000



1,956,000



3,992,000



937,000



59,747,000Total liabilities, minority interests and stockholders
    equity

$
155,607,000


$
19,173,000


$
37,862,000


$
17,965,000


$
230,607,000    12




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
    Unaudited Pro Forma Condensed Consolidated
    Statement of Operations
    for the Nine Months Ended September 30, 2007
  Q4 2007Previously


Acquisition of


Acquisition ofCompany


Q2 and Q3 2007


Reported


Myrtles


Heights


CompanyHistorical(F)


Transactions(G)


Transactions(H)


Property(I)


Property(J)


Pro FormaRevenues:Rental income and other property revenue

$
7,691,000


$
5,686,000


$
1,617,000


$
2,748,000


$
1,506,000


$
19,248,000Expenses:Rental expenses


3,647,000



3,357,000



773,000



1,494,000
(K)


981,000
(K)


10,252,000General and administrative


1,572,000



573,000



140,000



280,000
(L)


133,000
(L)


2,698,000Depreciation and amortization


3,330,000



1,651,000



603,000



771,000
(M)


368,000
(M)


6,723,000Total expenses


8,549,000



5,581,000



1,516,000



2,545,000



1,482,000



19,673,000(Loss) income before other income (expense):


(858,000
)


105,000



101,000



203,000



24,000



(425,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to note payables to affiliate


(168,000
)


(493,000
)






(380,000
)(N)


(179,000
)(N)


(1,220,000
)Interest expense related to mortgage loan payables and line of
    credit


(2,479,000
)


(1,973,000
)


(807,000
)


(1,392,000
)(N)


(701,000
)(N)


(7,352,000
)Interest and dividend income


59,000



















59,000Loss from continuing operations

$
(3,446,000
)

$
(2,361,000
)

$
(706,000
)

$
(1,569,000
)

$
(856,000
)

$
(8,938,000
)Loss from continuing operations per share  basic
    and diluted

$
(0.82
)

















$
(1.31
)Weighted  average number of common shares
    outstanding  basic and diluted


4,212,080



















6,841,787
(O)    13




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Grubb &
    Ellis Apartment REIT, Inc.
 
 Unaudited
    Pro Forma Condensed Consolidated Statement of Operations
    for the Period from January 10, 2006 (Date of Inception)
    through December 31, 2006
  Q4 2007Previously


Acquisition of


Acquisition ofCompany


2006


Q2 and Q3 2007


Reported


Myrtles


Heights


CompanyHistorical(P)


Transactions(Q)


Transactions(R)


Transactions(S)


Property(T)


Property(U)


Pro FormaRevenues:Rental income and other property revenue

$
660,000


$
4,801,000


$
9,672,000


$
1,792,000


$
3,386,000


$
1,797,000


$
22,108,000Expenses:Rental expenses


266,000



2,227,000



5,761,000



1,016,000



1,869,000
(V)


1,177,000
(V)


12,316,000General and administrative


294,000



1,238,000



664,000



140,000



280,000
(W)


133,000
(W)


2,749,000Depreciation and amortization


289,000



2,998,000



4,377,000



1,080,000



1,374,000
(X)


703,000
(X)


10,821,000Total expenses


849,000



6,463,000



10,802,000



2,236,000



3,523,000



2,013,000



25,886,000Loss before other income (expense):


(189,000
)


(1,662,000
)


(1,130,000
)


(444,000
)


(137,000
)


(216,000
)


(3,778,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to note payables to affiliate


(25,000
)






(805,000
)






(493,000
)(Y)


(233,000
)(Y)


(1,556,000
)Interest expense related to mortgage loan payables and line of
    credit


(314,000
)


(2,866,000
)


(3,331,000
)


(1,154,000
)


(1,805,000
)(Y)


(909,000
)(Y)


(10,379,000
)Interest and dividend income


5,000























5,000Loss from continuing operations

$
(523,000
)

$
(4,528,000
)

$
(5,266,000
)

$
(1,598,000
)

$
(2,435,000
)

$
(1,358,000
)

$
(15,708,000
)Loss from continuing operations per share - basic and
    diluted

$
(1.99
)





















$
(2.30
)Weighted  average number of common shares
    outstanding  basic and diluted


262,609























6,841,787
(Z)    14




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##### Table of Contents



Grubb &
    Ellis Apartment REIT, Inc.
Notes to Unaudited Pro Forma Condensed
    Consolidated Financial Statements
    as of September 30, 2007 and for the Nine Months Ended
September 30, 2007 and for the Period from
    January 10, 2006 (Date of Inception)
    through December 31, 2006
  1. Notes to Unaudited Pro Forma Condensed Consolidated
    Balance Sheet as of September 30, 2007.
      10-year,
  10-year,
    2. Notes to Unaudited Pro Forma Condensed Consolidated
    Statement of Operations for the Nine Months Ended
    September 30, 2007
           15




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Grubb &
    Ellis Apartment REIT, Inc.
    Notes to Unaudited Pro Forma Condensed Consolidated Financial
    Statements  (Continued)
            3. Notes to Unaudited Pro Forma Condensed Consolidated
    Statement of Operations for the Period from January 10,
    2006 (Date of Inception) through December 31, 2006.
       16




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Grubb &
    Ellis Apartment REIT, Inc.
    Notes to Unaudited Pro Forma Condensed Consolidated Financial
    Statements  (Continued)
                 17




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##### Table of Contents



SIGNATURES
  Grubb & Ellis Apartment REIT, Inc.Date: July 18, 2008
    By:
    /s/ Stanley J. Olander, Jr.Name:
    Stanley J. Olander, Jr.Title:
    Chief Executive Officer and President 18