##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, 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
    September 30, 2007Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    toCommission File Number:
    000-52612    NNN Apartment REIT,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Maryland

20-3975609(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification 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
  Rule 12b-2
  o o þ
  Rule 12b-2 o þ




---



##### 



NNN
    Apartment REIT, Inc.
    (A Maryland Corporation)
    TABLE OF CONTENTS
  PART I  FINANCIAL
    INFORMATIONItem 1.

Financial Statements


3Condensed Consolidated Balance Sheets as of
    September 30, 2007 (Unaudited) and December 31, 2006
    (Unaudited)


3Condensed Consolidated Statements of Operations
    for the Three Months Ended September 30, 2007 and 2006
    (Unaudited), for the Nine Months Ended September 30, 2007
    (Unaudited) and for the Period from January 10, 2006 (Date
    of Inception) through September 30, 2006 (Unaudited)


4Condensed Consolidated Statement of
    Stockholders Equity for the Nine Months Ended
    September 30, 2007 (Unaudited)


5Condensed Consolidated Statements of Cash Flows
    for the Nine Months Ended September 30, 2007 (Unaudited)
    and for the Period from January 10, 2006 (Date of
    Inception) through September 30, 2006 (Unaudited)


6Notes to Condensed Consolidated Financial
    Statements (Unaudited)


7Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4.

Controls and Procedures


36Item 4T.

Controls and Procedures


36PART II  OTHER INFORMATIONItem 1.

Legal Proceedings


37Item 1A.

Risk Factors


37Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


37Item 3.

Defaults Upon Senior Securities


37Item 4.

Submission of Matters to a Vote of Security
    Holders


37Item 5.

Other Information


37Item 6.

Exhibits


37Signatures


38EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION
  Item 1.
    Financial
    Statements.  NNN
    Apartment REIT, Inc.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    As of September 30, 2007 and December 31, 2006
    (Unaudited)
  September 30,


December 31,2007


2006ASSETSReal estate investments:Operating properties, net

$
148,854,000


$
63,685,000Cash and cash equivalents


1,753,000



1,454,000Accounts and other receivable, net


67,000



170,000Restricted cash


2,715,000



192,000Identified intangible assets, net


919,000



904,000Other assets, net


1,299,000



809,000Total assets

$
155,607,000


$
67,214,000LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS
    EQUITYLiabilities:Mortgage loan payables, net

$
95,205,000


$
19,218,000Unsecured note payables to affiliate


2,200,000



10,000,000Line of credit






21,585,000Accounts payable and accrued liabilities


3,701,000



530,000Accounts payable due to affiliates


1,182,000



1,450,000Security deposits and prepaid rent


456,000



184,000Total liabilities


102,744,000



52,967,000Commitments and contingencies (Note 8)Minority 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; 6,671,812 and 1,686,068 shares issued and
    outstanding as of September 30, 2007 and December 31,
    2006, respectively


67,000



17,000Additional paid-in capital


59,095,000



14,898,000Accumulated deficit


(6,300,000
)


(669,000
)Total stockholders equity


52,862,000



14,246,000Total liabilities, minority interest and stockholders
    equity

$
155,607,000


$
67,214,000    3




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Three Months Ended September 30, 2007 and 2006, for
    the Nine Months Ended
    September 30, 2007 and for the Period from January 10,
    2006 (Date of Inception)
    through September 30, 2006
    (Unaudited)
  Period from January 10,2006 (Date ofThree Months Ended


Nine Months Ended


Inception) throughSeptember 30,


September 30,


September 30,2007


2006


2007


2006Revenues:Rental income

$
3,484,000


$



$
7,006,000


$
Other property revenue


368,000







685,000



Total revenues


3,852,000







7,691,000



Expenses:Rental expenses


1,888,000







3,647,000



General and administrative


573,000



71,000



1,572,000



71,000Depreciation and amortization


1,574,000







3,330,000



Total expenses


4,035,000



71,000



8,549,000



71,000Loss before other income (expense)


(183,000
)


(71,000
)


(858,000
)


(71,000
)Other income (expense):Interest expense (including amortization of deferred financing
    costs):Interest expense related to note payable to affiliate


(31,000
)






(168,000
)


Interest expense related to mortgage loan payables and line of
    credit


(1,210,000
)






(2,479,000
)


Interest and dividend income


4,000







59,000



Net loss

$
(1,420,000
)

$
(71,000
)

$
(3,446,000
)

$
(71,000
)Net loss per share  basic and diluted

$
(0.24
)

$
(3.10
)

$
(0.82
)

$
(3.16
)Weighted-average number of shares outstanding  basic
    and diluted


5,990,009



22,866



4,212,080



22,437Distributions declared per common share

$
0.18


$



$
0.51


$
    4




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
    For the Nine Months Ended September 30, 2007
    (Unaudited)
  Common Stock


Additional








TotalNumber of





Paid-In


Preferred


Accumulated


StockholdersShares


Amount


Capital


Stock


Deficit


EquityBALANCE December 31, 2006


1,686,068


$
17,000


$
14,898,000


$



$
(669,000
)

$
14,246,000Issuance of common stock


4,906,293



49,000



48,862,000











48,911,000Issuance of vested and nonvested common stock


3,000







6,000











6,000Offering costs










(5,402,000
)










(5,402,000
)Amortization of nonvested common stock compensation










6,000











6,000Issuance of common stock under the DRIP


76,451



1,000



725,000











726,000Distributions


















(2,185,000
)


(2,185,000
)Net loss


















(3,446,000
)


(3,446,000
)BALANCE September 30, 2007


6,671,812


$
67,000


$
59,095,000


$



$
(6,300,000
)

$
52,862,000    5




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Nine Months Ended September 30, 2007 and for the
    Period from
    January 10, 2006 (Date of Inception) through
    September 30, 2006
    (Unaudited)
  Period from January 10,2006 (Date ofNine Months


Inception) throughEnded September 30,


September 30,2007


2006CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(3,446,000
)

$
(71,000
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization (including deferred financing
    costs and debt discount)


3,492,000



Stock based compensation, net of forfeitures


12,000



10,000Changes in operating assets and liabilities:Accounts and other receivable, net


(16,000
)


Other assets


15,000



(158,000
)Accounts payable and accrued liabilities


1,880,000



23,000Accounts payable due to affiliates


248,000



196,000Prepaid rent


(134,000
)


Net cash provided by operating activities


2,051,000



CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties


(63,915,000
)


Capital expenditures


(124,000
)


Restricted cash


(2,523,000
)


Net cash used in investing activities


(66,562,000
)


CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loan payables


51,907,000



Principal repayments on mortgage loan payables


(42,000
)


Borrowings on unsecured note payables to affiliate


21,900,000



Principal repayments on unsecured note payables to affiliate


(29,700,000
)


Repayments on line of credit


(21,585,000
)


Payment of deferred financing costs


(625,000
)


Proceeds from issuance of common stock


49,065,000



200,000Minority interest contribution to Operating Partnership






1,000Payment of offering costs


(4,961,000
)


Security deposits


12,000



Distributions


(1,161,000
)


Net cash provided by financing activities


64,810,000



201,000NET CHANGE IN CASH AND CASH EQUIVALENTS


299,000



201,000CASH AND CASH EQUIVALENTS  Beginning of period


1,454,000



CASH AND CASH EQUIVALENTS  End of period

$
1,753,000


$
201,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest

$
2,352,000


$
Income taxes

$
2,000


$
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Investing Activities:The following represents the increase in certain assets and
    liabilities in connection with our acquisition of operating
    properties:Other assets

$
44,000


$
Security deposits and prepaid rent

$
394,000


$
Accrued expenses

$
1,037,000


$
Mortgage loan payable, net of discount

$
24,109,000


$
Financing Activities:Issuance of common stock under the DRIP

$
726,000


$
Distributions declared but not paid

$
375,000


$
Accrued offering costs

$
605,000


$
Payable to transfer agent for issuance of common stock

$
36,000


$
    6




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
  The use of the words we, us or
    our refers to NNN Apartment REIT, Inc. and our
    subsidiaries, including NNN Apartment REIT Holdings, L.P.,
    except where the context otherwise requires.
  1.
    Organization
    and Description of Business            2.
    Summary
    of Significant Accounting Policies   7




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Basis
    of Presentation
    Interim
    Financial Data
  Form 10-K,
  Segment
    Disclosure
  Disclosures about Segments of an
    Enterprise and Related Information
  Recently
    Issued Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes
 8




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Fair Value Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  3.
    Real
    Estate Investments    September 30,


December 31,2007


2006Land

$
16,837,000


$
6,056,000Land improvements


9,452,000



4,301,000Building and improvements


119,228,000



50,722,000Furniture, fixtures and equipment


5,502,000



2,794,000151,019,000



63,873,000Less: accumulated depreciation


(2,165,000
)


(188,000
)$
148,854,000


$
63,685,000     Acquisitions
    in 2007
  Park at
    Northgate  Spring, Texas
   9




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Residences
    at Braemar  Charlotte, North Carolina
    Baypoint
    Resort  Corpus Christi, Texas
    Towne
    Crossing Apartments  Mansfield, Texas
    Proposed
    Acquisition
  Villas of
    El Dorado  McKinney, Texas
    4.
    Identified
    Intangible Assets    September 30,


December 31,2007


2006In place leases, net of accumulated amortization of $443,000 and
    $85,000 as of September 30, 2007 and December 31,
    2006, respectively, (with a weighted average remaining life of 4
    and 8 months as of September 30, 2007 and
    December 31, 2006, respectively)

$
542,000


$
649,000Tenant relationships, net of accumulated amortization of
    $278,000 and $16,000 as of September 30, 2007 and
    December 31, 2006, respectively, (with a weighted-average
    remaining life of 6 and 15 months as of September 30,
    2007 and December 31, 2006, respectively)


377,000



255,000$
919,000


$
904,000    10




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    5.
    Other
    Assets    September 30,


December 31,2007


2006Deferred financing costs, net of accumulated amortization of
    $179,000 and $30,000 as of September 30, 2007 and
    December 31, 2006, respectively

$
989,000


$
526,000Prepaid expenses and deposits


310,000



283,000$
1,299,000


$
809,000     6.
    Mortgage
    Loan Payables and Unsecured Note Payables to Affiliate  Mortgage
    Loan Payables
      Mortgage


MortgageLoan Payables as of


Loan Payables as ofInterest


Maturity

September 30,


December 31,Property

Rate


Date

2007


2006Hidden Lake Apartment Homes


5.34%


1/11/2017

$
19,218,000


$
19,218,000Walker Ranch Apartment Homes


5.36%


5/11/2017


20,000,000



Residences at Braemar


5.72%


6/1/2015


9,698,000



Park at Northgate


5.94%


8/1/2017


10,295,000



Baypoint Resort


5.94%


8/1/2017


21,612,000



Towne Crossing Apartments


5.04%


11/1/2014


15,348,000



96,171,000



19,218,000Less: discount








(966,000
)


$
95,205,000


$
19,218,000    11




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  10-year
    10-year
  10-year
      Year

Amount2007

$
96,0002008

$
391,0002009

$
415,0002010

$
437,0002011

$
462,000Thereafter

$
94,370,000   Unsecured
    Note Payables to Affiliate
     12




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
          7.
    Line of
    Credit and Mezzanine Line of Credit         13




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    8.
    Commitments
    and Contingencies  Litigation
    Environmental
    Matters
    Repairs
    and Maintenance Expenses
    Organizational,
    Offering and Related Expenses
   14




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  Other
    9.
    Related
    Party Transactions  Fees
    and Expenses Paid to Affiliates
  and/or
  Offering
    Stage
  Selling
    Commissions
    Marketing
    Support Fee and Due Diligence Expense Reimbursements
    Other
    Organizational and Offering Expenses
   15




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Acquisition
    and Development Stage
  Acquisition
    Fees
    Reimbursement
    of Acquisition Expenses
    Operational
    Stage
  Asset
    Management Fee
    Property
    Management Fees
   16




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    On-site
    Personnel Payroll
  on-site on-site
  Operating
    Expenses
      Compensation
    for Additional Services
    Liquidity
    Stage
  Disposition
    Fees
   17




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Incentive
    Distribution Upon Sales
    Incentive
    Distribution Upon Listing
    Fees
    Payable upon Termination of Advisory Agreement
    Accounts
    Payable Due to Affiliates
       18




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    Unsecured
    Note Payables to Affiliate
      Director
    and Former Presidents Financial Arrangement with Legal
    Counsel
     19




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    10.
    Minority
    Interest    11.
    Stockholders
    Equity  Common
    Stock
      Preferred
    Stock
    Distribution
    Reinvestment Plan
    Share
    Repurchase Plan
   20




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  2006
    Incentive Award Plan
          WeightedRestricted


AverageCommon


Grant DateStock


Fair ValueBalance  December 31, 2006


2,400


$
10.00Granted


3,000


$
10.00Vested


(1,200
)

$
10.00Forfeited






Balance  September 30, 2007


4,200


$
10.00Expected to vest  September 30, 2007


4,200


$
10.00   12.
    Special
    Limited Partner Interest   21




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
    13.
    Business
    Combinations          14.
    Concentration
    of Credit Risk     22




---



##### Table of Contents



NNN
    Apartment REIT, Inc.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)  (Continued)
  15.
    Per Share
    Data  Earnings Per Share.
    16.
    Subsequent
    Events  Status
    of our Offering
    Unsecured
    Note Payable to Affiliate
    Wachovia
    Loan
    Property
    Acquisition
   23




---



##### 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 NNN Apartment REIT, Inc. and our
    subsidiaries including, NNN Apartment REIT Holdings, L.P.,
    except where the context otherwise requires.
  Form 10-Q.
  Forward-Looking
    Statements
    Overview
    and Background
     24




---



##### Table of Contents



Critical
    Accounting Policies
  Form 10-K,
  Interim
    Financial Data
  Form 10-K,
  Recently
    Issued Accounting Pronouncements
  Accounting for
    Uncertainty in Income Taxes
 25




---



##### Table of Contents



Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Acquisitions
    in 2007
  Park at
    Northgate  Spring, Texas
    Residences
    at Braemar  Charlotte, North Carolina
    Baypoint
    Resort  Corpus Christi, Texas
    Towne
    Crossing Apartments  Mansfield, Texas
   26




---



##### Table of Contents



Proposed
    Acquisition
  Villas of
    El Dorado  McKinney, Texas
    Factors
    Which May Influence Results of Operations
  Rental
    Income
    Sarbanes-Oxley
    Act
      Results
    of Operations
       27




---



##### Table of Contents



Form 10-K,
    Liquidity
    and Capital Resources
     28




---



##### Table of Contents



Cash
    Flows
       29




---



##### Table of Contents



Distributions
              Capital
    Resources
  Financing
    Mortgage
    Loan Payables
   30




---



##### Table of Contents



Mortgage


MortgageLoan Payables as of


Loan Payables as ofInterest


Maturity

September 30,


December 31,Property

Rate


Date

2007


2006Hidden Lake Apartment Homes


5.34%


1/11/2017

$
19,218,000


$
19,218,000Walker Ranch Apartment Homes


5.36%


5/11/2017


20,000,000



Residences at Braemar


5.72%


6/1/2015


9,698,000



Park at Northgate


5.94%


8/1/2017


10,295,000



Baypoint Resort


5.94%


8/1/2017


21,612,000



Towne Crossing Apartments


5.04%


11/1/2014


15,348,000



96,171,000



19,218,000Less: discount








(966,000
)


$
95,205,000


$
19,218,000   10-year
    10-year
  10-year
    Unsecured
    Note Payables to Affiliate
   31




---



##### Table of Contents



Line of
    Credit and Mezzanine Line of Credit
         32




---



##### Table of Contents



REIT
    Requirements
    Commitments
    and Contingencies
  Repairs
    and Maintenance Expenses
    Organizational,
    Offering and Related Expenses
    Debt
    Service Requirements
     33




---



##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than








More Than1 Year


1-3 Years


3-5 Years


5 Years(2007)


(2008-2009)


(2010-2011)


(After 2011)


TotalPrincipal payments  fixed rate debt

$
96,000


$
3,006,000


$
899,000


$
94,370,000


$
98,371,000Interest payments  fixed rate debt


1,336,000



10,625,000



10,520,000



25,277,000



47,758,000Repairs and maintenance






176,000











176,000Total

$
1,432,000


$
13,807,000


$
11,419,000


$
119,647,000


$
146,305,000   Off-Balance
    Sheet Arrangements
    Inflation
    Funds
    from Operations
         34




---



##### Table of Contents



Period from January 10,Three MonthsEnded


Nine Months


2006 (Date of Inception)September 30,


Ended September 30,


through September 30,2007


2006


2007


2006Net loss

$
(1,420,000
)

$
(71,000
)

$
(3,446,000
)

$
(71,000
)Add:Depreciation and amortization - consolidated properties


1,574,000







3,330,000



FFO

$
154,000


$
(71,000
)

$
(116,000
)

$
(71,000
)Weighted-average number of shares outstanding  basic
    and diluted


5,990,009



22,866



4,212,080



22,437   Subsequent
    Events
  Status
    of our Offering
    Unsecured
    Note Payable to Affiliate
    Wachovia
    Loan
    Property
    Acquisition
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Form 10-K,
 35




---



##### Table of Contents



Expected Maturity DateFair2007

2008

2009

2010

2011

Thereafter

Total

ValueFixed rate debt

$
96,000


$
2,591,000


$
415,000


$
437,000


$
462,000


$
94,370,000


$
98,371,000



*Average interest rate on maturing debt


5.30
%


6.62
%


5.30
%


5.30
%


5.30
%


5.54
%


5.56
%


     *
    
    The estimated fair value of our mortgage loan payables was
    $92,613,000 as of September 30, 2007. The estimated fair
    value of the $2,200,000 unsecured note payable to an affiliate
    is not determinable due to the related party nature of the note.      Item 4.
    Controls
    and Procedures.    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.
 36




---



##### Table of Contents



PART II 
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings.    Item 1A.
    Risk
    Factors.  Form 10-K,
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.  Use of
    Public Offering Proceeds
  Form S-11 No. 333-130945)
        Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.    Item 6.
    Exhibits.   37




---



##### Table of Contents



SIGNATURES
    NNN Apartment REIT,
    Inc.(Registrant)   November 8, 2007Date

By:

/s/  STANLEY
    J. OLANDER, JR.Stanley
    J. Olander, Jr.Chief Executive Officer and President
    (principal executive officer)November 8, 2007Date

By:

/s/  SHANNON
    K S JOHNSONShannon
    K S JohnsonChief Financial Officer
    (principal financial officer)  38




---



##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-Q Regulation S-K).
  3
.1

Articles of Amendment and Restatement of NNN Apartment REIT,
    Inc. dated July 18, 2006 (included as Exhibit 3.1 to
    our
    Form 10-Q
    filed November 9, 2006 and incorporated herein by reference)3
.2

Amended and Restated Bylaws of NNN Apartment REIT, Inc. dated
    July 19, 2006 (included as Exhibit 3.2 to our
    Form 10-Q
    filed November 9, 2006 and incorporated herein by reference)3
.3

Amendment to Amended and Restated Bylaws of NNN Apartment REIT,
    Inc. dated December 6, 2006 (included as Exhibit 3.2
    to our Post-Effective Amendment filed January 31, 2007 and
    incorporated herein by reference)3
.4

Agreement of Limited Partnership of NNN Apartment REIT Holdings,
    L.P. dated July 19, 2006 (included as Exhibit 3.3 to
    our
    Form 10-Q
    filed November 9, 2006 and incorporated herein by reference)10
.1

Purchase and Sale Agreement by and between Braemar Housing
    Limited Partnership and Triple Net Properties, LLC entered into
    as of April 26, 2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.2

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Triple Net Properties, LLC and Apartment REIT
    Residences at Braemar, LLC as of June 29, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.3

Loan Assumption and Modification Agreement by and between
    Apartment REIT Residences at Braemar, LLC, and Transamerica
    Occidental Life Insurance Company and is joined by Braemar
    Housing Limited Partnership, et al. made and entered into and
    effective as of June 29, 2007 (included as
    Exhibit 10.3 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.4

Secured Promissory Note issued by Braemar Housing Limited
    Partnership in favor of Transamerica Occidental Life Insurance
    Company dated May 25, 2005 (included as Exhibit 10.4
    to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.5

Deed of Trust, Security Agreement and Fixture Filing made and
    given by Braemar Housing Limited Partnership to J. Lindsay
    Stradley, Jr. as Trustee for Transamerica Occidental Life
    Insurance Company as of March 25, 2005 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.6

Absolute Assignment of Leases and Rents by Braemar Housing
    Limited Partnership in favor of Transamerica Occidental Life
    Insurance Company dated May 25, 2005 (included as
    Exhibit 10.6 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.7

Supplemental Carveout Guarantee and Indemnity Agreement by NNN
    Apartment REIT, Inc. in favor of Transamerica Occidental Life
    Insurance Company dated June 29, 2007 (included as
    Exhibit 10.7 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.8

Supplemental Environmental Indemnity Agreement by Apartment REIT
    Residences at Braemar, LLC and NNN Apartment REIT, Inc. in favor
    of Transamerica Occidental Life Insurance Company dated
    June 29, 2007 (included as Exhibit 10.8 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.9

Assignment and Subordination of Management Agreement by
    Apartment REIT Residences at Braemar, LLC, Triple Net Properties
    Realty, Inc. and Transamerica Occidental Life Insurance Company
    dated June 29, 2007 (included as Exhibit 10.9 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.10

Unsecured Promissory Note dated June 29, 2007 issued by NNN
    Apartment REIT Holdings, L.P. in favor of NNN Realty Advisors,
    Inc. (included as Exhibit 10.10 to our
    Form 8-K
    filed July 6, 2007 and incorporated herein by reference)10
.11

Amendment Letter regarding Credit Agreement dated July 10,
    2007 by and among NNN Apartment REIT Holdings, L.P., NNN
    Apartment REIT, Inc., Wachovia Bank, National Association and
    LaSalle Bank National Association (included as Exhibit 10.1
    to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference) 39




---



##### Table of Contents



10
.12

Amendment Letter regarding Mezzanine Credit Agreement dated
    July 10, 2007 by and among NNN Apartment REIT Holdings,
    L.P., NNN Apartment REIT, Inc. and Wachovia Bank, National
    Association (included as Exhibit 10.2 to our
    Form 8-K
    filed July 13, 2007 and incorporated herein by reference)10
.13

Sale Agreement by and between Triple Net Properties, LLC and Bay
    Point Resort Corpus Christi, L.P., dated June 8, 2007
    (included as Exhibit 10.1 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.14

Amendment to Sale Agreement by and between Triple Net
    Properties, LLC and Bay Point Resort Corpus Christi, L.P., dated
    June 14, 2007 (included as Exhibit 10.2 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.15

Sale Agreement Assignment by Triple Net Properties, LLC to
    Apartment REIT Bay Point Resort, LLC, dated August 1, 2007
    (included as Exhibit 10.3 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.16

Fixed+1 Multifamily Note issued by Apartment REIT Bay Point
    Resort, LLC in favor of PNC ARCS, LLC, dated August 1, 2007
    (included as Exhibit 10.4 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.17

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing by Apartment REIT Bay Point Resort,
    LLC to PNC ARCS, LLC, dated August 1, 2007 (included as
    Exhibit 10.5 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.18

Unsecured Promissory Note issued by NNN Apartment REIT Holdings,
    L.P. in favor of NNN Realty Advisors, Inc., dated August 1,
    2007 (included as Exhibit 10.6 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.19

Fixed+1 Multifamily Note issued by Apartment REIT Park at North
    Gate, LP, in favor of PNC ARCS, LLC, dated August 1, 2007
    (included as Exhibit 10.7 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.20

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing by Apartment REIT Park at North
    Gate, LP to PNC ARCS, LLC, dated August 1, 2007 (included
    as Exhibit 10.8 to our
    Form 8-K
    filed August 7, 2007 and incorporated herein by reference)10
.21

Purchase and Sale Agreement by and between FS Towne Crossing,
    Ltd. and Triple Net Properties, LLC, dated February 21,
    2007 (included as Exhibit 10.1 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.22

Reinstatement of and First Amendment to and Joinder and
    Ratification of Purchase and Sale Agreement by and among FS
    Towne Crossing, L.P., Fountain Green, L.C. and Triple Net
    Properties, LLC, date June 8, 2007 (included as
    Exhibit 10.2 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.23

Assignment and Assumption of Real Estate Purchase Agreement by
    and between Triple Net Properties, LLC and Apartment REIT Towne
    Crossing, LP, dated August 29, 2007 (included as
    Exhibit 10.3 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.24

Assumption Agreement by and among FS Towne Crossing, L.P.,
    Bowler Holdings, L.C., Fountain Green, L.C., Apartment REIT
    Towne Crossing, LP, and the Federal Home Loan Mortgage
    Corporation, dated August 29, 2007 (included as
    Exhibit 10.4 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.25

Multifamily Note by FS Towne Crossing, L.P. in favor of Keycorp
    Real Estate Capital Markets, Inc., dated October 31, 2005
    (included as Exhibit 10.5 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.26

Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing, by FS Towne Crossing, L.P. in
    favor of Keycorp Real Estate Capital Markets, Inc., dated
    October 31, 2005 (included as Exhibit 10.6 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.27

Guaranty by NNN Apartment REIT, Inc. for the benefit of Federal
    Home Loan Mortgage Corporation, dated August 28, 2007
    (included as Exhibit 10.7 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)10
.28

Unsecured Promissory Note issued by NNN Apartment REIT Holdings,
    L.P. in favor of NNN Realty Advisors, Inc., dated
    August 29, 2007 (included as Exhibit 10.8 to our
    Form 8-K
    filed August 31, 2007 and incorporated herein by reference)31
.1*

Certification of Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 40




---



##### Table of Contents



31
.2*

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.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 200232
.2*

Certification of Chief Financial Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 2002     *
    
    Filed herewith. 41