UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D. C. 20549





FORM
10-Q





[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
quarterly period ended March 31, 2008





[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES


EXCHANGE
ACT OF 1934





For
      the transition period from _____  to _____Commission
      File
      Number:         333-143415reitplus logo
              (Name
      of registrant as specified in its charter)Maryland
              (State
      or Other Jurisdiction of Incorporation or Organization)
            20-8857707
              (I.R.S.
      Employer Identification No.)8
      GREENWAY PLAZA, SUITE 1000
              HOUSTON,
      TEXAS
              (Address
      of Principal Executive Offices)
            77046
              (Zip
      Code)713-850-1400
              (Registrant’s
      Telephone Number, Including Area Code)








Indicate by
check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES x  NO  ̈







Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer (do not check if a smaller reporting company) o
            Smaller
      reporting company x





Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES  ̈  NO x








Table of Contents




Item No.
            
            Form 10-Q Report PagePART I1
            Financial Statements
            F-12
            Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            13
            Quantitative and Qualitative Disclosures about
      Market Risk
            24
            Controls and Procedures
            2PART II1
            Legal Proceedings
            32
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            33
            Defaults Upon Senior Securities
            34
            Submission of Matters to a Vote of Security
      Holders
            35
            Other Information
            36
            Exhibits
            3







Table of Contents














PART I – FINANCIAL INFORMATION


Item 1. Financial Statements








REITPLUS,
INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


March 31, 2008 and
December 31, 2007







March
      31,
            
            
            December
      31,2008
            
            
            2007ASSETS
            
            (unaudited)Cash
      and cash equivalents
            
            $
            1,025,828
            
            
            $
            1,019,608Accounts
      receivable
            
            
            1,052
            
            
            
            2,827Accounts
      receivable - related party
            
            
            583
            
            
            
            944TOTAL
      ASSETS
            
            $
            1,027,463
            
            
            $
            1,023,379LIABILITIES
      AND STOCKHOLDER'S EQUITYLiabilities:Accounts
      payable
            
            
            8,372
            
            
            
            6,607Accounts
      payable - related party
            
            
            -
            
            
            
            1,000TOTAL
      LIABILITIES
            
            $
            8,372
            
            
            $
            7,607Minority
      interest in consolidated subsidiary
            
            
            1,001,000
            
            
            
            1,001,000Stockholder's
      equity:Preferred
      stock, $0.01 par value, 50,000,000 shares authorized,none
      issued
            
            
            -
            
            
            
            -Common
      stock, $0.01 par value, 1,000,000,000 sharesauthorized;
      100 shares issued and outstanding
            
            
            1
            
            
            
            1Additional
      paid in capital
            
            
            999
            
            
            
            999Retained
      earnings
            
            
            17,091
            
            
            
            13,772TOTAL
      STOCKHOLDER'S EQUITY
            
            $
            18,091
            
            
            $
            14,772TOTAL
      LIABILITIES AND STOCKHOLDER'S EQUITY
            
            $
            1,027,463
            
            
            $
            1,023,379




The
accompanying notes are an integral part of these consolidated financial
statements.







~F-1~
 Table of Contents


REITPlUS,
INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENT OF OPERATIONS


For the three
months ended March 31, 2008


(unaudited)






Revenues
              
              $
              -Expenses
              
              
              -Net
      operating income
              
              
              -Other
      income (expense):Interest
      and other income
              
              
              5,083Income
      before taxes
              
              
              5,083Federal
      income tax expense
              
              
              (1,764
              )Net
      income
              
              $
              3,319
  The
accompanying notes are an integral part of these consolidated financial
statements.




~F-2~
 Table of Contents








REITPLUS,
INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENT OF STOCKHOLDER'S EQUITY


For the three
months ended March 31, 2008


(unaudited)





Common Stock
            
            
            Additional Paid-in Capital
            
            
            Retained Earnings
            
            
            TotalBalance,
      December 31,
      2007
            
            $
            1
            
            
            $
            999
            
            
            $
            13,772
            
            
            $
            14,772Net
      income
            
            
            -
            
            
            
            -
            
            
            
            3,319
            
            
            
            3,319Balance,
      March 31, 2008
            
            $
            1
            
            
            $
            999
            
            
            $
            17,091
            
            
            $
            18,091




The
accompanying notes are an integral part of these consolidated financial
statements




~F-3~
 
 Table of Contents


REITPLUS,
INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENT OF CASH FLOWS
 For the three
months ended March 31, 2008
 (unaudited)
 
 Cash
      flows from operating activities:Net
      income
              
              $
              3,319Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Decrease
      in accounts receivable
              
              
              1,775Decrease
      in accounts receivable - related party
              
              
              361Increase
      in accounts payable and other liabilities
              
              
              1,765Decrease
      in accounts payable - related party
              
              
              (1,000
              )Net
      cash provided by operating activities
              
              
              6,220Net
      increase in cash and cash equivalents
              
              
              6,220Cash
      and cash equivalents, beginning of period
              
              
              1,019,608Cash
      and cash equivalents, end of period
              
              $
              1,025,828


~F-4~
 Table of Contents





REITPLUS,
INC. AND SUBSIDIARIES





NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


MARCH 31,
2008


(unaudited)




1.
            ORGANIZATION AND NATURE OF
      BUSINESS







REITPlus,
Inc. was formed on April 13, 2007 to acquire a portfolio of retail and
mixed-use properties, including a combination of stabilized, income-producing
properties and value-added opportunities. We are externally managed by REITPlus
Advisor, Inc., a wholly-owned subsidiary of AmREIT (AMEX: AMY). If we meet
qualification requirements, we intend to elect to be treated as a real estate
investment trust, or REIT, for federal income tax purposes for our first full
tax year. The use of the words “we,” “us” or “our” refers to REITPlus, Inc. and
its subsidiaries, except where the context otherwise
requires.





We
anticipate that we will conduct substantially all of our operations through our
subsidiary, REITPlus Operating Partnership, LP (“REITPlus OP”). Subject to
certain restrictions and limitations, our business will be managed by REITPlus
Advisor, Inc. (our “Advisor”), an affiliate, pursuant to an advisory agreement.
Our Advisor will supervise and manage our day-to-day operations and will select
the properties we acquire, subject to oversight by the board of directors. Our
Advisor will also provide marketing, sales and client services on our behalf.
Our Advisor is affiliated with us in that we and our Advisor have common
management. Our Advisor engages wholly-owned subsidiaries of AmREIT, including
AmREIT Realty Investment Corporation, AmREIT Construction Company and AmREIT
Securities Corporation (our “Dealer Manager”), to provide various services to us
and our properties.





Our
charter authorizes us to issue 1,050,000,000 shares of capital stock, of
which 1,000,000,000 shares of capital stock are designated as common stock
with a par value of $0.01 per share and 50,000,000 shares of capital stock
are designated as preferred stock with a par value of $0.01 per share. We are
conducting a best efforts initial public offering (the “Offering”), in which we
are offering a minimum of 200,000 shares of our common stock to the public
aggregating at least $2,000,000, or the minimum offering, and a maximum of
50,000,000 shares of our common stock for $10.00 per share to the
public and 5,263,158 shares of our common stock pursuant to our
distribution reinvestment plan (the "DRIP") at $9.50 per share, aggregating
up to $550,000,000, or the maximum offering. Shares purchased by our executive
officers and directors, our Dealer Manager and our Advisor or its affiliates
will not count toward the minimum subscription requirements.





We were
initially capitalized on May 16, 2007, but as of March 31, 2008, have not
yet commenced our principal operations. Accordingly, as of March 31, 2008,
we have neither purchased nor contracted to purchase any
investments.  See Subsequent Events in Note 5.




2.
            SUMMARY OF
      SIGNIFICANT ACCOUNTING
POLICIES







Basis of
Presentation in Future Financial Statements







We intend
to operate in an umbrella partnership REIT structure in which REITPlus OP, or
our operating partnership, or wholly-owned subsidiaries of our operating
partnership, will own substantially all of the properties acquired on our
behalf. REITPlus, Inc. is the sole general partner of our operating partnership
and, as of March 31, 2008, owns a 0.10% general partnership interest
therein. AmREIT, the parent of our Advisor, is a limited partner, and, as of
March 31, 2008, owns a 99.8% limited partnership interest. Additionally,
REITPlus Holdings, LLC, an affiliate of AmREIT which will be partially owned by
AmREIT and by AmREIT management, owns a 0.10% special limited partnership
interest in REITPlus OP. Management expects our ownership percentage in REITPlus
OP to increase significantly as we invest net proceeds from the Offering in
REITPlus OP. REITPlus OP has no operations and no assets other than the
partners’ initial capital contributions. Because REITPlus, Inc. is the sole
general partner of REITPlus OP and has unilateral control over its management
and major operating decisions (even if additional limited partners are admitted
to our operating partnership), the accounts of our operating partnership are
consolidated in our consolidated financial statements. All significant
intercompany accounts and transactions will be eliminated in
consolidation.





Use of
Estimates







The
preparation of the consolidated financial statements in conformity with U.S.
generally accepted accounting principles (“GAAP”) requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amount of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.







Income
Taxes







Federal
- We intend to make an election to be taxed as a REIT, under Sections 856
through 860 of the Internal Revenue Code of 1986, as amended, or the Code, and
we intend to be taxed as such beginning with our taxable year ending
December 31, 2008. We have not yet qualified as a REIT and have therefore
accounted for federal income taxes under the asset and liability method. To
qualify as a REIT, we must meet certain organizational and operational
requirements, including a requirement to currently distribute at least 90% of
our ordinary taxable income to stockholders. As a REIT, we generally will not be
subject to federal income tax on taxable income that we distribute to our
stockholders. If we fail to qualify as a REIT in any taxable year, we will then
be subject to federal income taxes on our taxable income at regular corporate
rates and will not be permitted to qualify for treatment as a REIT for federal
income tax purposes for four years following the year during which qualification
is lost unless the Internal Revenue Service grants us relief under certain
statutory provisions. Such an event could materially adversely affect our net
income and net cash available for distribution to
stockholders.





State-In May 2006, the State of
Texas adopted House Bill 3, which modified the state’s franchise tax structure,
replacing the previous tax based on capital or earned surplus with one based on
margin (often referred to as the “Texas Margin Tax” effective with franchise tax
reports filed on or after January 1, 2008. The Texas Margin Tax is computed by
applying the applicable tax rate (1% for the Partnership) to the profit margin,
which, generally, will be determined for us as total revenue less a 30% standard
deduction. Although House Bill 3 states that the Texas Margin Tax is not an
income tax, the Partnership believes that SFAS No. 109, Accounting for Income Taxes,applies to the Texas Margin Tax. We have recorded a tax provision of $36
and $0 for the three months ended March 31, 2008 and 2007,
respectively.




3.
            RELATED PARTY
    TRANSACTIONS







On
April 23, 2007, REITPlus, Inc. formed REITPlus OP. On May 16, 2007,
REITPlus, Inc. made an initial capital contribution to REITPlus OP of $1,000 and
AmREIT made an initial limited partner contribution of $1,000,000 to REITPlus
OP. REITPlus, Inc. used the proceeds from its sale of stock to AmREIT to make
such capital contribution to REITPlus OP. Also on May 16, 2007, REITPlus
Holdings, LLC, an affiliate of AmREIT which will be partially owned by AmREIT
and by AmREIT management, made an initial special limited partner contribution
of $1,000 to REITPlus OP. As of May 16, 2007, REITPlus, Inc. owned a 0.10%
general partnership interest, AmREIT owned a 99.8% limited partnership interest
and REITPlus Holdings, LLC owned a 0.10% special limited partnership interest in
REITPlus OP.





Our
organizational and offering costs are paid by our Advisor or its affiliates on
our behalf, and, as of March 31, 2008, approximately $1,611,000 of such
costs have been incurred. These costs are not recorded in our financial
statements because such costs are not our liability until the subscriptions for
the minimum number of shares are received and accepted by us. When recorded by
us, organizational and offering costs will be expensed as incurred, and offering
costs will be deferred and charged to stockholder’s equity as such amounts are
reimbursed to our Advisor or its affiliates from the gross proceeds of the
offering. Pursuant to the advisor agreement, we will only reimburse our Advisor
for organizational and offering expenses in an amount equal to 1.25% of the
gross proceeds of the Offering (exclusive of proceeds from the distribution
reinvestment plan).  See Subsequent Events in Note
5.





On
May 16, 2007, AmREIT purchased 100 shares of common stock of REITPlus,
Inc. for total cash consideration of $1,000 and was admitted as the initial
stockholder.


~F-5~
 Table of Contents





4.
            STOCKHOLDER’S
  EQUITY







Common
Stock







Our
charter authorizes us to issue 1,050,000,000 shares of capital stock, of
which 1,000,000,000 shares of capital stock are designated as common stock
with a par value of $0.01 per share and 50,000,000 shares of capital stock
are designated as preferred stock with a par value of $0.01 per share. We are
offering a minimum of 200,000 shares of our common stock and a maximum of
50,000,000 shares of our common stock in our primary offering for $10.00
per share and 5,263,158 shares of our common stock pursuant to our distribution
reinvestment plan at $9.50 per share.







Share
Redemption Program







Our board
of directors has approved a share redemption program. Subject to certain
restrictions and limitations, the share redemption program allows stockholders
who have held their shares for a minimum of one year to redeem their shares at a
price equal to or at a discount to the purchase price they paid for the shares
being redeemed. The discount will vary based upon the length of time the
stockholder held the shares subject to redemption. We are not obligated to
redeem shares of our common stock under the share redemption plan, and share
redemptions will be made at the sole discretion of the board of
directors.







Incentive
Plan







On
October 18, 2007, our board of directors adopted the REITPlus, Inc. 2007
Incentive Plan, or the incentive stock plan. Under the terms of the incentive
stock plan, the aggregate number of shares of our common stock subject to
options, restricted stock awards, stock purchase rights, stock appreciation
rights or other awards will be no more than 2,000,000 shares. On October
18, 2007, our board of directors approved the award of 2,000 restricted shares
of our common stock to each of our independent directors pursuant to an award
agreement and the REITPlus, Inc. 2007 Independent Directors Compensation Plan,
or the Incentive Plan.  On January 22, 2008, our board of directors
and each independent director, in his individual capacity, approved the
cancellation of the award grants to each independent director of 2,000
restricted shares of our common stock.  These shares were not recorded
in the accompanying financial statements as they were deemed to be of immaterial
value at the date of issuance.


5.
            SUBSEQUENT
      EVENTS





As of May
9, 2008, excluding shares purchased by our executive officers and
directors, our Dealer Manager and our Advisor and its affiliates, we had
received and accepted subscriptions in our Offering for 250,232 shares of
our common stock, or $2.5 million, thereby exceeding the minimum offering.
Having raised the minimum offering, the offering proceeds were released by the
escrow agent to us and are available for the acquisition of properties and other
purposes disclosed in our Registration Statement on Form S-11 (File
No. 333-143415, effective November 21, 2007) filed with the Securities
and Exchange Commission.





We
anticipate acquiring a 10% interest in
Shadow Creek Ranch Shopping Center through a joint venture with
JP Morgan Strategic Property Fund (80%) and AmREIT Monthly Income & Growth
Fund IV, LP (10%).  Shadow Creek Ranch Shopping Center
is a 616,372 square foot grocery anchored shopping center located in Pearland,
Texas.  On February 20, 2008 our Board of Directors approved the
acquisition and investment into the joint venture, subject to receiving
subscription proceeds in our initial public offering equal to at least $2.0
million in accordance with our escrow agreement with Wells Fargo,
N.A.


~F-6~
 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 AmREIT and our subsidiaries,
except where the context otherwise requires.





FORWARD-LOOKING
STATEMENTS





Certain
information presented in this Form 10-Q constitutes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Although we believe
that the expectations reflected in such forward-looking statements are based
upon reasonable assumptions, our actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include the following: changes in general economic
conditions, changes in real estate market conditions, continued availability of
proceeds from our debt or equity capital, our ability to locate suitable tenants
for our properties, the ability of tenants to make payments under their
respective leases, timing of acquisitions, development starts and sales of
properties and the ability to meet development schedules. Any forward-looking
statement speaks only as of the date on which it was made, and the Company
undertakes no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events or changes
to future operation results over time.





The
following discussion should be read in conjunction with our consolidated
financial statements and notes thereto appearing elsewhere in this report, as
well as our 2007 consolidated financial statements and notes thereto included in
our filing on Form 10-K for the year ended December 31, 2007. Historical results
and trends which might appear should not be taken as indicative of future
operations.





OVERVIEW





We will
use the net proceeds from our Offering to make investments in real property and
to pay fees and expenses. We will experience a relative increase in liquidity as
additional subscriptions for shares of our common stock are received and a
relative decrease in liquidity as offering proceeds are used to acquire, develop
and operate real properties.







As of
March 31, 2008, we had not yet acquired nor contracted to acquire any specific
real property with the proceeds from our Offering. The number and type of
properties we may acquire will depend upon real estate market conditions, the
amount of proceeds we raise in our Offering and other circumstances existing at
the time we are acquiring our properties. See Subsequent
Events.







We are
not aware of any material trends or uncertainties, favorable or unfavorable,
other than national economic conditions affecting real estate generally, that
may be reasonably anticipated to have a material impact on either capital
resources or the revenues or income to be derived from acquiring and operating
properties, other than those referred to in this annual
report.







Our
Advisor may, but is not required to, establish working capital reserves from
offering proceeds, out of cash flow generated by operating assets or out of
proceeds from the sale of assets. Working capital reserves are typically
utilized to fund tenant improvements, leasing commissions and major capital
expenditures. Our lenders also may require working capital
reserves.







The
proceeds of our Offering will provide funds to enable us to purchase properties.
Our advisor and its affiliates will receive compensation and fees for services
related to this offering and for the investment and management of our assets,
subject to the review and approval of our independent directors. We may acquire
assets free and clear of permanent mortgage indebtedness by paying the entire
purchase price in cash or equity securities, or a combination thereof, and we
may selectively encumber all or certain assets with debt. The proceeds from any
loans will be used to acquire additional properties, increase cash flow, to
further diversify our portfolio and for other uses.







We intend
to qualify as a REIT and, thus, make an election under Section 856(c) of
the Code to be taxed as a REIT beginning with the tax year ending
December 31, 2008. If we qualify as a REIT for federal income tax purposes,
we generally
will not be subject to federal income tax on income that we distribute to our
stockholders. If we fail to qualify as a REIT in any taxable year after the
taxable year in which we initially elect to be taxed as a REIT, we will be
subject to federal income tax on our taxable income at regular corporate rates
and will not be permitted to qualify for treatment as a REIT for federal income
tax purposes for four years following the year in which qualification is denied.
Failing to qualify as a REIT could materially and adversely affect our net
income.







We
believe that we are organized and will operate in a manner that will enable us
to qualify for treatment as a REIT for federal income tax purposes for the tax
year ending December 31, 2008, and, once we so qualify, we intend to
continue to operate so as to remain qualified as a REIT for federal income tax
purposes. We will monitor the various qualification tests that we must meet to
maintain our status as a REIT. Ownership of shares of our common stock will be
monitored to ensure that no more than 50.0% in value of our outstanding shares
of common stock is owned, directly or indirectly, by five or fewer individuals
at any time. We also will determine, on a quarterly basis, that the gross
income, asset and distribution tests as described elsewhere in this report are
satisfied.







Liquidity and Capital
Resources







Our
principal demand for funds will be to acquire real properties, to pay operating
expenses and interest on our outstanding indebtedness and to make distributions
to our stockholders. Over time, we intend to generally fund our cash needs for
items, other than asset acquisitions, from operations. Our cash needs for
acquisitions and investments will be funded primarily from the sale of shares of
our common stock, including those offered for sale through our distribution
reinvestment plan, and through the assumption of debt. There may be a delay
between the sale of shares of our common stock and our purchase of assets, which
could result in a delay in the benefits to our stockholders, if any, of returns
generated from our investment operations. The Advisor, subject to the oversight
of the board, will evaluate potential acquisitions and will engage in
negotiations with sellers and lenders on our behalf. Pending investment in
properties, we may decide to temporarily invest any unused proceeds from our
Offering in certain investments that could yield lower returns than those earned
on real estate assets. These lower returns may affect our ability to make
distributions to our stockholders. Potential future sources of capital include
proceeds from secured or unsecured financings from banks or other lenders,
proceeds from the sale of assets and undistributed funds from operations. If
necessary, we may use financings or other sources of capital in the event of
unforeseen significant capital expenditures. We have not identified any sources
for these types of financings.







Results of
Operations







As of the
date of this report, we are in our organizational and development stage and have
not commenced significant operations.





Off-Balance
Sheet Arrangements





As of the
date of this report, we do not have any off-balance sheet
arrangements.







Inflation







The real
estate market has not been affected significantly by inflation in the past
several years due to the relatively low inflation rate. We expect to include
provisions in the majority of our tenant leases designed to protect us from the
impact of inflation. These provisions will include reimbursement billings for
operating expense pass-through charges, real estate tax and insurance
reimbursements, or in some cases, annual reimbursement of operating expenses
above a certain allowance. Due to the generally long-term nature of these
leases, annual rent increases may not be sufficient to cover inflation and rent
may be below market.




~1~
 Table of Contents


REIT
Compliance





In order
to qualify as a REIT for tax purposes, we will be required to distribute at
least 90% of our REIT taxable income to our stockholders. We must also meet
certain asset and income tests, as well as other requirements. We will monitor
the business and transactions that may potentially impact our REIT status. If we
fail to qualify as a REIT in any taxable year, we will be subject to federal
income tax (including any applicable alternative minimum tax) on our taxable
income at regular corporate rates.







Distributions





We intend
to make regular cash distributions to our stockholders, typically on a monthly
basis. The actual amount and timing of distributions will be determined by our
board of directors in its discretion and typically will depend on the amount of
funds available for distribution, which is impacted by current and projected
cash requirements, tax considerations and other factors. As a result, our
distribution rate and payment frequency may vary from time to time. However, in
order to qualify as a REIT for tax purposes, we must make distributions equal to
at least 90% of our REIT taxable income each year.





Funds from
Operations




We
consider Funds from Operations, or FFO, to be an appropriate measure of the
operating performance of an equity REIT. The National Association of Real Estate
Investment Trusts, or NAREIT, defines FFO as net income (loss) computed in
accordance with GAAP, excluding gains or losses from sales of property, plus
real estate related depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. In addition, NAREIT recommends
that extraordinary items not be considered in arriving at FFO. We calculate our
FFO in accordance with this definition. Most industry analysts and equity REITs,
including us, consider FFO to be an appropriate supplemental measure of
operating performance because, by excluding gains or losses on dispositions and
excluding depreciation, FFO is a helpful tool that can assist in the comparison
of the operating performance of a company’s real estate between periods, or as
compared to different companies. Management uses FFO as a supplemental measure
to conduct and evaluate our business because there are certain limitations
associated with using GAAP net income by itself as the primary measure of our
operating performance. Historical cost accounting for real estate assets in
accordance with GAAP implicitly assumes that the value of real estate assets
diminishes predictably over time. Since real estate values instead have
historically risen or fallen with market conditions, management believes that
the presentation of operating results for real estate companies that uses
historical cost accounting is insufficient by itself. There can be no assurance
that FFO presented by us is comparable to similarly titled measures of other
REITs. FFO should not be considered as an alternative to net income or other
measurements under GAAP as an indicator of our operating performance or to cash
flows from operating, investing or financing activities as a measure of
liquidity.





As of
March 31, 2008, we had not commenced our principal operations.  As a
result, we have not generated meaningful FFO for the three months ended March
31, 2008.





Contractual
Obligations





As of
March 31, 2008, we had not commenced our principal operations.  As a
result, we have not entered into any material contracts.






Subsequent
Events





Status of our
Offering







As of May
9, 2008, excluding shares purchased by our executive officers and directors, our
Dealer Manager and our Advisor and its affiliates, we had received and accepted
subscriptions in our Offering for 250,232 shares of our common stock, or $2.5
million thereby exceeding the minimum offering. Having raised the minimum
offering, the offering proceeds were released by the escrow agent to us and are
available for the acquisition of properties and other purposes disclosed in our
Registration Statement on Form S-11 (File No. 333-143415, effective
November 21, 2007) filed
with the Securities and Exchange Commission.








Potential
Property Acquisitions





We
anticipate acquiring a 10% interest in
Shadow Creek Ranch Shopping Center through a joint venture with
JP Morgan Strategic Property Fund (80%) and AmREIT Monthly Income & Growth
Fund IV, LP (10%).  Shadow Creek Ranch Shopping Center
is a 616,372 square foot grocery anchored shopping center located in Pearland,
Texas.  On February 20, 2008 our Board of Directors approved the
acquisition and investment into the joint venture, subject to receiving
subscription proceeds in our initial public offering equal to at least $2.0
million in accordance with our escrow agreement with Wells Fargo,
N.A.









Distributions





We have
paid no distributions to stockholders as of May 14, 2008.





Item 3.  Quantitative and Qualitative
Disclosures about Market Risk





We may be
exposed to interest rate changes primarily as a result of long-term debt used to
maintain liquidity, fund capital expenditures and expand our investment
portfolio and operations. We will seek to limit the impact of interest rate
changes on earnings and cash flows and to lower our overall borrowing costs. We
may use derivative financial instruments to hedge exposures to changes in
interest rates on loans secured by our assets. Also, we will be exposed to both
credit risk and market risk. Credit risk is the failure of the counterparty to
perform under the terms of the derivative contract. If the fair value of a
derivative contract is positive, the counterparty will owe us, which creates
credit risk for us. If the fair value of a derivative contract is negative, we
will owe the counterparty and, therefore, do not have credit risk. We will seek
to minimize the credit risk in derivative instruments by entering into
transactions with high-quality counterparties. Market risk is the adverse effect
on the value of a financial instrument that results from a change in interest
rates. The market risk associated with interest-rate contracts is managed by
establishing and monitoring parameters that limit the types and degree of market
risk that may be undertaken. With regard to variable rate financing, our Advisor
will assess our interest rate cash flow risk by continually identifying and
monitoring changes in interest rate exposures that may adversely impact expected
future cash flows and by evaluating hedging opportunities. Our Advisor will
maintain risk management control systems to monitor interest rate cash flow risk
attributable to both our outstanding and forecasted debt obligations as well as
our potential offsetting hedge positions. While this hedging strategy will be
designed to minimize the impact on our net income and funds from operations from
changes in interest rates, the overall returns on their investment may be
reduced. Our board of directors has not yet established policies and procedures
regarding our use of derivative financial instruments for hedging or other
purposes.





As March
31, 2008, we had not commenced our principal operations.  As a result,
we had no debt outstanding and currently do not use derivative financial
instruments as part of our interest rate risk management
approach.





Item
4.   Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of March 31,
2008.  Based on that evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of March 31,
2008.





Changes
in Internal Control





There has
been no change to our internal control over financial reporting during the
quarter ended March 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.





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 Table of Contents




PART II – OTHER INFORMATION


Item 1. Legal
Proceedings.





We are
not a party to any material pending legal proceedings.




Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds.





(a)
            Not
      applicable.


(b)
            Not
      applicable.


(c)
            Not
      applicable.





Item 3.
Defaults Upon Senior Securities.





(a)
            Not
      applicable.


(b)
            Not
      applicable.





Item 4.
Submission of Matters to a Vote of Security Holders.





Not
applicable.





Item 5. Other
Information.





(a)
            Not
      applicable.


(b)
            Not
      applicable.








Item 6.
Exhibits.





The
exhibits listed on the Exhibit Index (following the signatures section of this
report) are included, or incorporated by reference, in this
report.


~3~
 Table of Contents


SIGNATURES







Pursuant
to the requirements of the Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.









REITPlus, Inc.(Registrant)By:
            /s/ H. Kerr
      TaylorH. Kerr
      Taylor, President






Date: May
14, 2008







Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.












Name
            
            Title
            Date/s/ H. Kerr
      Taylor
            
            Chief
      Executive Officer
            May 14,
      2008H. Kerr
    Taylor(principal
      executive officer)/s/ Chad C.
      Braun
            
            Chief
      Financial Officer
            May 14,
      2008Chad C.
      Braun(principal
      financial officer)/s/ Brent M.
      Longnecker
            
            Director
            May 14,
      2008Brent M.
      Longnecker/s/ Scot J.
      Luther
            
            Director
            May 14,
      2008Scot J.
      Luther/s/ Mack D.
      Pridgen III
            
            Director
            May 14,
      2008Mack D.
      Pridgen III






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 Table of Contents


EXHIBIT
LIST TO


FIRST
QUARTER 2008 FORM 10-Q


REITPLUS,
INC.








Exhibit
              Number
            Description3.1
            Articles
      of Amendment and Restatement of REITPlus, Inc. (incorporated by reference
      to Exhibit 3.3 to Pre-Effective Amendment No. 3 to the Company's
      Registration Statement on Form S-11 (File No. 333-143515), filed on
      November 1, 2007)3.2
            Articles
      of Amendment to the Articles of Amendment and Restatement of REITPlus,
      Inc. (incorporated by reference to Post-Effective Amendment No. 1 to the
      Company’s Registration Statement on Form S-11 (File No. 333-143515), filed
      on April 24, 2008 (“Post-Effective Amendment No. 1))3.2
            Amended
      and Restated Bylaws of REITPlus, Inc. (incorporated by reference to
      Exhibit 3.2 to Pre-Effective Amendment No. 1 to the Company's Registration
      Statement on Form S-11 (File No. 333-143515), filed on July 20,
      20074.1
            Form
      of Subscription Agreement (incorporated by reference to Appendix A to
      Post-Effective Amendment  No. 1)4.2
            Distribution
      Reinvestment Plan (incorporated by reference to Appendix B to
      Post-Effective Amendment No. 1)10.1
            Shadow
      Creek JV Agreement31.1
            Certification
      of Principal Executive Officer31.2
            Certification
      of Principal Financial Officer32.1
            Certification
      of Principal Executive Officer32.2
            Certification
      of Principal Financial Officer





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