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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
 March 27, 2008
 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
 o
 o
 o




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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.Arboleda ApartmentsI.
    
    Independent Auditors Report
    
    
    3Statement of Revenues and Certain Expenses for the Year Ended
December 31, 2007
    
    
    4Notes to the Statement of Revenues and Certain Expenses for the
Year Ended December 31, 2007
    
    
    5(b)
    
    Pro forma financial information.Grubb & Ellis Apartment REIT, Inc.I.
    
    Unaudited Pro Forma Condensed Consolidated Financial Statements as of
December 31, 2007 and for the Year Ended December 31, 2007
    
    
    7II.
    
    Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 2007
    
    
    8III.
    
    Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2007
    
    
    9IV.
    
    Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
as of December 31, 2007 and for the Year Ended December 31, 2007
    
    
    10
  2




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Independent
    Auditors Report
  
               3




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##### Table of Contents



Arboleda
    Apartments
  
 Statement of Revenues and Certain Expenses
 For the Year Ended December 31, 2007
  Year EndedDecember 31, 2007Revenues:Rental and other property revenue

$
1,632,000Certain expenses:Grounds maintenance


45,000Building maintenance


101,000Real estate taxes


296,000Property management fees


69,000Electricity, water and gas utilities


121,000Insurance


69,000General and administrative


649,000Total certain expenses


1,350,000Revenues in excess of certain expenses

$
282,000    4




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##### Table of Contents



Arboleda
    Apartments
  
 Notes to
    the Statement of Revenues and Certain Expenses
 for the
    Year Ended December 31, 2007
  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
  Note 3.
    Property
    Management Fees    Note 4.
    Commitments
    And Contingencies  Litigation
  Environmental Matters
 5




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Arboleda
    Apartments
  Notes to
    the Statement of Revenues and Certain Expenses
 for the
    Year Ended December 31,
    2007  (Continued)
    Other Matters and/or
  Note 5.
    Subsequent
    Event   6




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Grubb &
    Ellis Apartment REIT, Inc.
    Unaudited Pro Forma Condensed Consolidated Financial
    Statements
    as of December 31, 2007 and for the Year Ended
    December 31, 2007
         7




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Grubb &
    Ellis Apartment REIT, Inc.
  
 Unaudited
    Pro Forma Condensed Consolidated
 Balance
    Sheet as of December 31, 2007
  Company


Acquisition of


CompanyHistorical (A)


Arboleda Property (B)


Pro FormaASSETSReal estate investments:Operating properties, net

$
220,390,000


$
29,863,000


$
250,253,000Cash and cash equivalents


1,694,000







1,694,000Accounts and other receivables


438,000







438,000Restricted cash


3,286,000



124,000



3,410,000Identified intangible assets, net


1,171,000



332,000



1,503,000Other assets, net


1,835,000



254,000



2,089,000Total assets

$
228,814,000


$
30,573,000


$
259,387,000LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS
    EQUITYLiabilities:Mortgage loan payables, net

$
139,318,000


$
17,651,000


$
156,969,000Unsecured note payables to affiliate


7,600,000







7,600,000Line of credit


10,000,000



11,550,000



21,550,000Accounts payable and accrued liabilities


4,388,000



75,000



4,463,000Accounts payable due to affiliates, net


776,000







776,000Security deposits and prepaid rent


675,000



88,000



763,000Total liabilities


162,757,000



29,364,000



192,121,000Commitments and contingenciesMinority interest 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; 8,528,844 shares issued and outstanding


85,000



1,000(C
)


86,000Additional paid-in capital


75,737,000



1,208,000(C
)


76,945,000Accumulated deficit


(9,766,000
)






(9,766,000
)Total stockholders equity


66,057,000



1,209,000



67,266,000Total liabilities, minority interest and stockholders
    equity

$
228,814,000


$
30,573,000


$
259,387,000    8




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Grubb &
    Ellis Apartment REIT, Inc.
  
 Unaudited
    Pro Forma Condensed Consolidated Statement of Operations
 for the
    Year Ended December 31, 2007
  Company


2007


Acquisition of


CompanyHistorical (D)


Transactions (E)


Arboleda Property (F)


Pro FormaRevenues:Rental income and other property revenue

$
12,705,000


$
13,008,000


$
1,632,000


$
27,345,000Expenses:Rental expenses


6,223,000



7,431,000



1,346,000
(G)


15,000,000General and administrative


2,383,000



914,000



226,000
(H)


3,523,000Depreciation and amortization


5,385,000



4,969,000



1,206,000
(I)


11,560,000Total expenses


13,991,000



13,314,000



2,778,000



30,083,000Loss before other income (expense):


(1,286,000
)


(306,000
)


(1,146,000
)


(2,738,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to note payables to affiliate


(204,000
)


(1,218,000
)






(1,422,000
)Interest expense related to mortgage loan payables and line of
    credit


(4,182,000
)


(5,588,000
)


(2,409,000
)(J)


(12,179,000
)Interest and dividend income


91,000











91,000Other income, net


2,000











2,000Loss from continuing operations

$
(5,579,000
)

$
(7,112,000
)

$
(3,555,000
)


(16,246,000
)Loss from continuing operations per share  basic
    and diluted

$
(1.10
)









$
(2.00
)Weighted  average number of common shares
    outstanding  basic and diluted


5,063,942











8,112,032
(K)    9




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Grubb &
    Ellis Apartment REIT, Inc.
 
 Notes to
    Unaudited Pro Forma Condensed Consolidated Financial
    Statements
    as of December 31, 2007 and for the Year Ended
    December 31, 2007
  1.
    Notes to
    Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
    December 31, 2007.    7-year,
    2.
    Notes to
    Unaudited Pro Forma Condensed Consolidated Statement of
    Operations for the Year Ended December 31, 2007             10




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Grubb &
    Ellis Apartment REIT, Inc.
    Notes to Unaudited Pro Forma Condensed Consolidated Financial
    Statements  (Continued)
       11




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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 12