##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K/A
 Amendment No. 1
 CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 June 26, 2008
   Maryland
    
    000-52612
    
    20-3975609(State or other jurisdiction
    
    (Commission
    
    (I.R.S. Employerof incorporation)
    
    File Number)
    
    Identification No.)1551 N. Tustin Avenue, Suite 300Santa Ana, California
    
    
    
    92705(Address of principal executive
    
    
    
    (Zip Code)offices)
 714-667-8252
 Not Applicable
  o
 o
 o
 o




---



##### 



INFORMATION TO BE INCLUDED IN THE REPORT
  Item 9.01 Financial Statements and Exhibits.
 (a)
    
    Financial statements of businesses acquired.
    
    PageCreekside CrossingI.
    
    Independent Auditors Report
    
    
    3II.
    
    Statements of Revenues and Certain Expenses for the Three Months Ended
March 31, 2008 (Unaudited) and for the Year Ended December 31, 2007
    
    
    4III.
    
    Notes to Statements of Revenues and Certain Expenses for the Three Months
Ended March 31, 2008 (Unaudited) and for the Year Ended December 31, 2007
    
    
    5Kedron VillageIV.
    
    Independent Auditors Report
    
    
    7V.
    
    Statements of Revenues and Certain Expenses for the Three Months Ended
March 31, 2008 (Unaudited) and for the Year Ended December 31, 2007
    
    
    8VI.
    
    Notes to Statements of Revenues and Certain Expenses for the Three Months
Ended March 31, 2008 (Unaudited) and for the Year Ended December 31, 2007
    
    
    9(b)
    
    Pro forma financial information.Grubb & Ellis Apartment REIT, Inc.I.
    
    Unaudited Pro Forma Condensed Consolidated Financial Statements for the
Six Months Ended June 30, 2008 and for the Year Ended December 31, 2007
    
    
    11II.
    
    Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Six Months Ended June 30, 2008
    
    
    12III.
    
    Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 2007
    
    
    13IV.
    
    Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
for the Six Months Ended June 30, 2008 and for the Year Ended December 31, 2007
    
    
    14
  2




---



##### Table of Contents



3




---



##### Table of Contents



CREEKSIDE CROSSING
 
 STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 For the Three Months Ended March 31, 2008 (Unaudited) and
 for the Year Ended December 31, 2007
 Three Months Ended
    
    
    Year EndedMarch 31, 2008
    
    
    December 31, 2007Revenues:Rental and other property revenue
    
    $
    737,000
    
    
    $
    2,938,000Certain expenses:Grounds and building maintenance
    
    
    46,000
    
    
    
    246,000Real estate taxes
    
    
    91,000
    
    
    
    350,000Electricity, water and gas utilities
    
    
    25,000
    
    
    
    123,000Property and asset management fees
    
    
    29,000
    
    
    
    118,000Insurance
    
    
    15,000
    
    
    
    74,000General and administrative
    
    
    81,000
    
    
    
    370,000Total certain expenses
    
    
    287,000
    
    
    
    1,281,000Revenues in excess of certain expenses
    
    $
    450,000
    
    
    $
    1,657,000
  4




---



##### Table of Contents



CREEKSIDE CROSSING
 
 NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 For the Three Months Ended March 31, 2008 (Unaudited) and
 for the Year Ended December 31, 2007
 NOTE
1  ORGANIZATION AND BASIS OF PRESENTATION
 Organization
  Basis of Presentation
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition
  Repairs and Maintenance
  Use of Estimates
  Unaudited Interim Information
  5




---



##### Table of Contents



CREEKSIDE CROSSING
 NOTES
TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES  (Continued)
 NOTE
3  RELATED PARTY TRANSACTIONS
  NOTE
4 - COMMITMENTS AND CONTINGENCIES
 Litigation
  Environmental Matters
  Other Matters
  NOTE
5  SUBSEQUENT EVENT
  6




---



##### Table of Contents



7




---



##### Table of Contents



KEDRON VILLAGE
 
 STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 For the Three Months Ended March 31, 2008 (Unaudited) and
 for the Year Ended December 31, 2007
 Three Months Ended
    
    
    Year EndedMarch 31, 2008
    
    
    December 31, 2007Revenues:Rental and other property revenue
    
    $
    705,000
    
    
    $
    2,872,000Certain expenses:Grounds and building maintenance
    
    
    54,000
    
    
    
    263,000Real estate taxes
    
    
    48,000
    
    
    
    183,000Electricity, water and gas utilities
    
    
    33,000
    
    
    
    145,000Property management fees
    
    
    28,000
    
    
    
    116,000Insurance
    
    
    11,000
    
    
    
    25,000General and administrative
    
    
    93,000
    
    
    
    371,000Total certain expenses
    
    
    267,000
    
    
    
    1,103,000Revenues in excess of certain expenses
    
    $
    438,000
    
    
    $
    1,769,000
  8




---



##### Table of Contents



KEDRON VILLAGE
 
 NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
 For the Three Months Ended March 31, 2008 (Unaudited) and
 for the Year Ended December 31, 2007
 NOTE
1  ORGANIZATION AND BASIS OF PRESENTATION
 Organization
  Basis of Presentation
   NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Revenue Recognition
  Repairs and Maintenance
  Use of Estimates
  Unaudited Interim Information
  9




---



##### Table of Contents



KEDRON VILLAGE
 NOTES
TO THE STATEMENTS OF REVENUES AND CERTAIN EXPENSES  (Continued)
 NOTE
3  RELATED PARTY TRANSACTIONS
  NOTE
4 - COMMITMENTS AND CONTINGENCIES
 Litigation
  Environmental Matters
  Other Matters
  NOTE
5  SUBSEQUENT EVENT
  10




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 
 Unaudited Pro Forma Condensed Consolidated Financial Statements
 For the Six Months Ended June 30, 2008 and for the Year Ended December 31, 2007
     11




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 
 Unaudited Pro Forma Condensed Consolidated Statement of Operations
 For the Six Months Ended June 30, 2008
 Q1 20082007 Previously
    
    
    PreviouslyCompany
    
    
    Reported
    
    
    Reported
    
    
    Acquisition of
    
    
    
    
    Acquisition of
    
    
    
    
    CompanyHistorical (A)
    
    
    Transactions (B)
    
    
    Transaction (C)
    
    
    Creekside Property (D)
    
    
    
    
    Kedron Property (E)
    
    
    
    
    Pro FormaRevenues:Rental income and other property revenue
    
    $
    13,572,000
    
    
    $
    
    
    
    $
    720,000
    
    
    $
    1,433,000
    
    
    
    
    $
    1,379,000
    
    
    
    
    $
    17,104,000Expenses:Rental expenses
    
    
    6,977,000
    
    
    
    
    
    
    
    394,000
    
    
    
    574,000
    (F)
    
    
    
    
    533,000
    (F)
    
    
    
    
    8,478,000General and administrative
    
    
    2,241,000
    
    
    
    
    
    
    
    123,000
    
    
    
    131,000
    (G)
    
    
    
    
    154,000
    (G)
    
    
    
    
    2,649,000Depreciation and amortization
    
    
    5,119,000
    
    
    
    (1,106,000
    )
    
    
    40,000
    
    
    
    409,000
    (H)
    
    
    
    
    527,000
    (H)
    
    
    
    
    4,989,000Total expenses
    
    
    14,337,000
    
    
    
    (1,106,000
    )
    
    
    557,000
    
    
    
    1,114,000
    
    
    
    
    
    1,214,000
    
    
    
    
    
    16,116,000(Loss)
income before other income (expense):
    
    
    (765,000
    )
    
    
    1,106,000
    
    
    
    163,000
    
    
    
    319,000
    
    
    
    
    
    165,000
    
    
    
    
    
    988,000Other income (expense):Interest expense (including amortization
of deferred

financing costs and debt discount):Interest expense related to mezzanine
line of credit and
note payables to affiliate
    
    
    (46,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89,000
    )(I)
    
    
    
    
    (135,000
    )Interest expense related to mortgage
loan payables

and line of credit
    
    
    (5,185,000
    )
    
    
    
    
    
    
    (380,000
    )
    
    
    (945,000
    )(I)
    
    
    
    
    (847,000
    )(I)
    
    
    
    
    (7,357,000
    )Interest and dividend income
    
    
    16,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000(Loss) income from continuing operations
    
    $
    (5,980,000
    )
    
    $
    1,106,000
    
    
    $
    (217,000
    )
    
    $
    (626,000
    )
    
    
    
    $
    (771,000
    )
    
    
    
    $
    (6,488,000
    )Loss from
continuing operations per share 

basic and diluted
    
    $
    (0.58
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (0.56
    )Weighted  average number of common

shares outstanding  basic and diluted
    
    
    10,364,248
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,600,905
    (J)
  12




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 
 Unaudited Pro Forma Condensed Consolidated Statement of Operations
 For the Year Ended December 31, 2007
 Q1 20082007 Previously
    
    
    PreviouslyCompany
    
    
    Reported
    
    
    Reported
    
    
    Acquisition of
    
    
    
    
    Acquisition of
    
    
    
    
    CompanyHistorical (K)
    
    
    Transactions (L)
    
    
    Transaction (M)
    
    
    Creekside Property (N)
    
    
    
    
    Kedron Property (O)
    
    
    
    
    Pro FormaRevenues:Rental income and other property revenue
    
    $
    12,705,000
    
    
    $
    13,008,000
    
    
    $
    1,632,000
    
    
    $
    2,938,000
    
    
    
    
    $
    2,872,000
    
    
    
    
    $
    33,155,000Expenses:Rental expenses
    
    
    6,223,000
    
    
    
    7,431,000
    
    
    
    1,346,000
    
    
    
    1,280,000

    (P)
    
    
    
    
    1,102,000

    (P)
    
    
    
    
    17,382,000General and administrative
    
    
    2,383,000
    
    
    
    914,000
    
    
    
    226,000
    
    
    
    197,000

    (Q)
    
    
    
    
    229,000

    (Q)
    
    
    
    
    3,949,000Depreciation and amortization
    
    
    5,385,000
    
    
    
    4,969,000
    
    
    
    1,206,000
    
    
    
    1,166,000

    (R)
    
    
    
    
    1,439,000

    (R)
    
    
   
    
    14,165,000Total expenses
    
    
    13,991,000
    
    
    
    13,314,000
    
    
    
    2,778,000
    
    
    
    2,643,000
    
    
    
    
    
    2,770,000
    
    
    
    
    
    35,496,000(Loss)
income before other income (expense):
    
    
    (1,286,000
    )
    
    
    (306,000
    )
    
    
    (1,146,000
    )
    
    
    295,000
    
    
    
    
    
    102,000
    
    
    
    
    
    (2,341,000
    )Other income (expense):Interest expense (including amortization
of deferred
financing costs and debt discount):Interest expense related to mezzanine
line of credit and
note payables to affiliate
    
    
    (204,000
    )
    
    
    (1,218,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (183,000
    )(S)
    
    
    
    
    (1,605,000
    )Interest expense related to mortgage
loan payables 

and line of credit
    
    
    (4,182,000
    )
    
    
    (5,588,000
    )
    
    
    (2,409,000
    )
    
    
    (1,967,000
    )(S)
    
    
    
    
    (1,777,000
    )(S)
    
    
    
    
    (15,923,000
    )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
    )
    
    $
    (1,672,000
    )
    
    
    
    $
    (1,858,000
    )
    
    
    
    $
    (19,776,000
    )Loss from
continuing operations per share 

basic and diluted
    
    $
    (1.10
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (1.72
    )Weighted
 average number of common

shares outstanding  basic and diluted
    
    
    5,063,942
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,474,772

    (T)
  13




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 
 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
 For the Six Months Ended June 30, 2008 and for the Year Ended December 31, 2007
 1.
    
    Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six
Months Ended June 30, 2008
           14




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 Notes
to Unaudited Pro Forma Condensed Consolidated Financial Statements  (Continued)
   2.
    
    Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year
Ended December 31, 2007
          15




---



##### Table of Contents



Grubb & Ellis Apartment REIT, Inc.
 Notes
to Unaudited Pro Forma Condensed Consolidated Financial Statements  (Continued)
     16




---



##### Table of Contents



SIGNATURES
  Grubb & Ellis Apartment REIT, Inc.Date:
September 11, 2008
    
    By:
    
    /s/ Stanley J. Olander, Jr.Name: Stanley J. Olander, Jr.Title: Chief Executive Officer and President
 17