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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D. C. 20549

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FORM 10-Q


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xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934

For
the quarterly period ended September 30, 2009

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 333-159610

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AmREIT, Inc.(Name of registrant as specified in its charter)

|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Maryland                                                        |  | 20-8857707                           
|(State or Other Jurisdiction of
 Incorporation or Organization) |  | (I.R.S. Employer Identification
 No.)
|                                                                |  |                                      
|8
 Greenway Plaza, Suite 1000                                   |  | 77046                                
|Houston,
 Texas                                                 |  | (Zip Code)                           
|(Address of Principal Executive
 Offices)                       |  |                                      

|                                                                   |  | 
|------------------------------------------------------------------ |  | 
|Registrants Telephone Number, Including Area Code: (713) 850-1400
|                                                                   |  | 

REITPlus, Inc.
(Former name)

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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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes oNo x

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes oNo o

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

| |                                             |                           |                            
| | ------------------------------------------- | ------------------------- | ---------------------------
| |                                             | Large accelerated filer o | Accelerated filer o        
| |                                             | Non-accelerated filer o   | Smaller reporting company x
| | (Do not check if smaller reporting company) |                          

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes oNo x

Indicate
the number of shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date:

|                               |  |                                    
|------------------------------ |  | -----------------------------------
|Class                          |  | Outstanding as of November 23, 2009
|Common
 Stock, $0.01 par value |  | 752,307 shares                     





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Table of Contents

|         |  |  |                                                                                        |                       |    | 
|-------- |  |  | -------------------------------------------------------------------------------------- | --------------------- | -- | 
|Item No. |  |  |                                                                                        | Form 10-Q Report Page
|         |  |  | PART I  FINANCIAL
 INFORMATION                                                        |                       |    | 
|1        |  |  | Financial Statements                                                                   |                       | 1  | 
|2        |  |  | Managements Discussion and Analysis of Financial Condition and
 Results of Operations |                       | 11 | 
|3        |  |  | Quantitative and Qualitative Disclosures about Market Risk                             |                       | 15 | 
|4T       |  |  | Controls and Procedures                                                                |                       | 15 | 
|         |  |  |                                                                                        |                       |    | 
|         |  |  | PART II  OTHER
 INFORMATION                                                           |                       |    | 
|1        |  |  | Legal Proceedings                                                                      |                       | 16 | 
|2        |  |  | Unregistered Sales of Equity Securities and Use of Proceeds                            |                       | 16 | 
|3        |  |  | Defaults Upon Senior Securities                                                        |                       | 16 | 
|4        |  |  | Submission of Matters to a Vote of Security Holders                                    |                       | 16 | 
|5        |  |  | Other Information                                                                      |                       | 16 | 
|6        |  |  | Exhibits                                                                               |                       | 16 | 

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Table of Contents

|                             |                     
|---------------------------- | --------------------
|PART I FINANCIAL INFORMATION
|                             |                     
|Item 1.                      | Financial Statements

REITPLUS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ---------- | ------------------ | - | --------- | -
|                                                                                                                                                                  |  | September 30,
 2009 |            | December 31,
 2008 |  
|                                                                                                                                                                 
|                                                                                                                                                                  |  | (unaudited)         |            |                    |  
|ASSETS                                                                                                                                                            |  |                     |            |                    |   |           |  
|Investment in non-consolidated entity                                                                                                                             |  | $                   | 5,046,872  |                    | $ | 5,074,248 |  
|Investment in AmREIT common shares                                                                                                                                |  |                     | 195,588    |                    |   |          |  
|Net real estate investments                                                                                                                                       |  |                     | 5,242,460  |                    |   | 5,074,248 |  
|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|Cash and cash equivalents                                                                                                                                         |  |                     | 774,990    |                    |   | 1,805,287 |  
|Accounts receivable                                                                                                                                               |  |                     |           |                    |   | 8         |  
|Other assets                                                                                                                                                      |  |                     | 75,243     |                    |   |          |  
|TOTAL ASSETS                                                                                                                                                      |  | $                   | 6,092,693  |                    | $ | 6,879,543 |  
|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |  |                     |            |                    |   |           |  
|Liabilities:                                                                                                                                                      |  |                     |            |                    |   |           |  
|Accounts payable and other liabilities                                                                                                                            |  | $                   | 313        |                    | $ | 16,272    |  
|Accounts payable - related party                                                                                                                                  |  |                     | 51,878     |                    |   | 49,671    |  
|TOTAL LIABILITIES                                                                                                                                                 |  |                     | 52,191     |                    |   | 65,943    |  
|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|Stockholders equity:                                                                                                                                             |  |                     |            |                    |   |           |  
|REITPlus, Inc. stockholders equity                                                                                                                               |  |                     |            |                    |   |           |  
|Preferred stock, $0.01 par value,
 50,000,000 shares authorized, none issued and outstanding                                                                      |  |                     |           |                    |   |          |  
|Common stock, $0.01 par value,
 1,000,000,000 shares authorized; 752,307 shares issued and outstanding at
 September 30, 2009 and December 31, 2008, respectively |  |                     | 7,523      |                    |   | 7,523     |  
|Additional paid-in capital                                                                                                                                        |  |                     | 6,733,434  |                    |   | 6,733,434 |  
|Accumulated distributions in excess of
 earnings                                                                                                                  |  |                     | (1,629,839 | )                  |   | (889,630  | )
|TOTAL REITPLUS, INC. STOCKHOLDERS EQUITY                                                                                                                         |  |                     | 5,111,118  |                    |   | 5,851,327 |  
|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|Non-controlling interests                                                                                                                                         |  |                     | 929,384    |                    |   | 962,273   |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                        |  |                     | 6,040,502  |                    |   | 6,813,600 |  
|                                                                                                                                                                  |  |                     |            |                    |   |           |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                        |  | $                   | 6,092,693  |                    | $ | 6,879,543 |  

See notes to
consolidated financial statements.

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Table of Contents

REITPLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS(unaudited)

|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|-------------------------------------------------- |  | -------------------------------- | -------- | ------------------------------- | - | -------- | - | ---- | -------- | - | - | -------- | -
|                                                   |  | Three months ended September 30, |          | Nine months ended September 30, |  
|                                                   |  | 2009                             |          | 2008                            |   | 2009     |   | 2008 |         
|Loss of non-consolidated entity                    |  | $                                | (78,783  | )                               | $ | (57,953  | ) | $    | (235,867 | ) | $ | (77,589  | )
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Expenses:                                          |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|General and administrative                         |  |                                  | 51,321   |                                 |   | 73,941   |   |      | 186,820  |   |   | 184,609  |  
|General and administrative - related party         |  |                                  | 22,579   |                                 |   | 27,265   |   |      | 105,776  |   |   | 54,609   |  
|Asset management fees - related party              |  |                                  | 13,556   |                                 |   |         |   |      | 40,667   |   |   |         |  
|Legal and professional                             |  |                                  | 8,847    |                                 |   | 110,177  |   |      | 63,540   |   |   | 239,695  |  
|Total expenses                                     |  |                                  | 96,303   |                                 |   | 211,383  |   |      | 396,803  |   |   | 478,913  |  
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Operating loss                                     |  |                                  | (175,086 | )                               |   | (269,336 | ) |      | (632,670 | ) |   | (556,502 | )
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Other income (expense):                            |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Interest and dividend income                       |  |                                  | 11,314   |                                 |   | 2,634    |   |      | 32,852   |   |   | 12,193   |  
|State tax expense                                  |  |                                  | (52      | )                               |   |         |   |      | (890     | ) |   | (85      | )
|Total other income                                 |  |                                  | 11,262   |                                 |   | 2,634    |   |      | 31,962   |   |   | 12,108   |  
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Net loss, including non-controlling interests      |  |                                  | (163,824 | )                               |   | (266,702 | ) |      | (600,708 | ) |   | (544,394 | )
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Net loss attributable to non-controlling interests |  |                                  | 7,549    |                                 |   | 11,693   |   |      | 32,889   |   |   | 14,314   |  
|                                                   |  |                                  |          |                                 |   |          |   |      |          |   |   |          |  
|Net loss attributable to REITPlus, Inc.            |  | $                                | (156,275 | )                               | $ | (255,009 | ) | $    | (567,819 | ) | $ | (530,080 | )

See notes to consolidated
financial statements.

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REITPLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITYFor the nine months ended September 30, 2009
(unaudited)

|                             |  |                                      |       |                               |   |                                                    |  |                            |            |       |   |         |   |   |           |  
|---------------------------- |  | ------------------------------------ | ----- | ----------------------------- | - | -------------------------------------------------- |  | -------------------------- | ---------- | ----- | - | ------- | - | - | --------- | -
|                             |  | REITPlus,
 Inc. Stockholders Equity |       |                               |   |                                                    | 
|                             |  | Common
 stock                        |       | Additional
 paid-
 in capital |   | Accumulated
 distributions
 in excess of
 earnings |  | Non-controlling
 interests |            | Total |  
|Balance,
 December 31, 2008  |  | $                                    | 7,523 |                               | $ | 6,733,434                                          |  | $                          | (889,630   | )     | $ | 962,273 |   | $ | 6,813,600 |  
|                             |  |                                      |       |                               |   |                                                    |  |                            |            |       |   |         |   |   |           |  
|Net loss                     |  |                                      |      |                               |   |                                                   |  |                            | (567,819   | )     |   | (32,889 | ) |   | (600,708  | )
|Distributions                |  |                                      |      |                               |   |                                                   |  |                            | (172,390   | )     |   |        |   |   | (172,390  | )
|                             |  |                                      |       |                               |   |                                                    |  |                            |            |       |   |         |   |   |           |  
|Balance,
 September 30, 2009 |  | $                                    | 7,523 |                               | $ | 6,733,434                                          |  | $                          | (1,629,839 | )     | $ | 929,384 |   | $ | 6,040,502 |  

See notes to consolidated financial
statements.

3

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REITPLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)

|                                                                                                                  |  |                                 |            |      |   |            |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                                                  |  | Nine months ended September 30, |           
|                                                                                                                  |  | 2009                            |            | 2008 |  
|Cash flows from operating activities:                                                                             |  |                                 |            |      |   |            |  
|Net loss, including non-controlling interests                                                                     |  | $                               | (600,708   | )    | $ | (544,394   | )
|Adjustments to reconcile net loss, including non-controlling
 interests to net cash used in operating activities: |  |                                 |            |      |   |            |  
|Amortization of prepaid expenses                                                                                  |  |                                 | 85,759     |      |   | 106,785    |  
|Loss of non-consolidated entity                                                                                   |  |                                 | 235,867    |      |   | 77,589     |  
|Decrease in accounts receivable                                                                                   |  |                                 | 8          |      |   | 2,630      |  
|Increase in accounts receivable - related party                                                                   |  |                                 |           |      |   | (20,536    | )
|Increase in other assets                                                                                          |  |                                 | (161,002   | )    |   | (128,142   | )
|(Decrease) increase in accounts payable and other liabilities                                                     |  |                                 | (15,959    | )    |   | 75,229     |  
|Increase in accounts payable - related party                                                                      |  |                                 | 2,207      |      |   | 19,981     |  
|Net
 cash used in operating activities                                                                            |  |                                 | (453,828   | )    |   | (410,858   | )
|                                                                                                                  |  |                                 |            |      |   |            |  
|Cash flows from investing activities:                                                                             |  |                                 |            |      |   |            |  
|Investment in non-consolidated entity                                                                             |  |                                 | (208,491   | )    |   | (5,260,447 | )
|Investment in AmREIT common shares                                                                                |  |                                 | (195,588   | )    |   |           |  
|Net cash used in investing activities                                                                             |  |                                 | (404,079   | )    |   | (5,260,447 | )
|                                                                                                                  |  |                                 |            |      |   |            |  
|Cash flows from financing activities:                                                                             |  |                                 |            |      |   |            |  
|Proceeds from sale of common stock                                                                                |  |                                 |           |      |   | 6,915,701  |  
|Issuance costs                                                                                                    |  |                                 |           |      |   | (715,974   | )
|Distributions                                                                                                     |  |                                 | (172,390   | )    |   | (32,934    | )
|Net cash (used in) provided by financing activities                                                               |  |                                 | (172,390   | )    |   | 6,166,793  |  
|                                                                                                                  |  |                                 |            |      |   |            |  
|Net decrease in cash and cash equivalents                                                                         |  |                                 | (1,030,297 | )    |   | 495,488    |  
|Cash and cash equivalents, beginning of period                                                                    |  |                                 | 1,805,287  |      |   | 1,019,608  |  
|Cash and cash equivalents, end of period                                                                          |  | $                               | 774,990    |      | $ | 1,515,096  |  

See notes to consolidated
financial statements.

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REITPLUS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2009 
(unaudited)

1. DESCRIPTION OF BUSINESS AND NATURE OF
OPERATIONS

REITPlus, Inc.
(REITPlus) was formed on April 13, 2007 to acquire an interest in 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, a
Maryland real estate investment trust (AmREIT). We elected to be treated as a
real estate investment trust (REIT) for federal income tax purposes. The use
of the words we, us or our refers to REITPlus and its subsidiary, except
where the context otherwise requires.

We conduct substantially
all of our operations through our subsidiary, REITPlus Operating Partnership,
LP (REITPlus OP). Subject to certain restrictions and limitations, our
business is managed by REITPlus Advisor, Inc. (our Advisor), an affiliate,
pursuant to an advisory agreement. Our Advisor supervises and manages our
day-to-day operations and selects the properties that we acquire, subject to
oversight by our board of directors. Our Advisor provides 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
(ARIC), 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. In 2008, we conducted a
best efforts initial public offering (the Offering), in which we offered 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 $550.0
million or the maximum offering.

We commenced
our principal operations on April 22, 2008 when we raised the minimum offering
amount of $2.0 million pursuant to the terms of our Offering. The Offering was
closed on October 4, 2008, and, as of September 30, 2009, we had received
approximately $7.5 million from the sale of 752,307 shares of common stock. As
of September 30, 2009, we had an investment interest in a non-consolidated
entity, which owned one property comprising approximately 593,000 square feet
of gross leasable area.

On May 20,
2009, our board of directors approved an agreement and plan of merger between
AmREIT, REITPlus and our Advisor. The merger is part of Phase II in AmREITs
strategic plan, referred to as Vision 2010, and combined all AmREIT shares of
beneficial interest into a single class of common shares, accomplishing
AmREITs goal of simplifying its capital structure. The merger was subject to
the approval of shareholders of both AmREIT and REITPlus and other customary
closing conditions. We believe that the consummation of the merger has better
positioned us to raise Wall Street and/or institutional capital either through
joint ventures at the entity level or through an initial public offering and
listing of our shares. The cost of the merger was subject to various factors,
and we expect the ultimate costs to be as much as $1.3 million, of which we
estimate our share to be in the range of $40,000 to $50,000. As of September 30, 2009, we have incurred $11,000 of merger
costs. Subsequent to September 30, 2009, on November 24, 2009, the merger with
AmREIT was approved by the REITPlus and AmREIT shareholders at the respective
special meetings of AmREIT and REITPlus. For financial reporting purposes,
AmREIT is the accounting acquirer and therefore is deemed to have acquired the
assets and liabilities of REITPlus, effective on the date of the merger. Also
effective on the date of the merger, our name was changed to AmREIT,
Inc.

During the
past two years, the United States has experienced an unprecedented business
downturn, coupled with a substantial curtailment of available debt financing
and a virtual shutdown of equity capital markets, particularly in the real
estate sector. While we believe that we have sufficient cash on hand to meet
our contractual obligations, a significant additional deterioration in the
national economy, the bankruptcy or insolvency of one or more of our large
tenants in our joint venture property could cause our 2009 cash resources to be
insufficient to meet our obligations. If necessary, our joint venture property
has the ability to defer capital improvements and to defer payment of certain
operating costs, including property taxes, until cash resources are available.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of
Presentation

Our financial
records are maintained on the accrual basis of accounting whereby revenues are
recognized when earned and expenses are recorded when incurred. The
consolidated financial statements include our accounts as well as the accounts
of our majority-owned subsidiary in which we have a controlling financial
interest (see Note 1). Investments in joint ventures and partnerships in which
we have the ability to exercise significant influence but do not exercise
financial and operating control are accounted for using the equity method (see
Note 3). The significant accounting policies of our non-consolidated entity are
consistent with those of our subsidiary in which we have a controlling
financial interest. As applicable, we consolidate certain joint ventures and partnerships
in which we own less than a 100% equity interest if the entity is a variable
interest entity and we are the primary beneficiary (as defined in ASC 810,
Consolidation). All significant inter-company accounts and transactions have
been eliminated in consolidation.

Effective July
1, 2009, the Financial Accounting Standards Board (FASB) established the
Accounting Standards Codification (ASC) as the primary source of
authoritative Generally Accepted Accounting Principles (GAAP) recognized by
the FASB to be applied to nongovernmental entities. Although the establishment
of the ASC did not change current GAAP, it did change the way we refer to GAAP
throughout this document to reflect the updated referencing convention.

We operate in
an umbrella partnership REIT structure in which REITPlus OP, our operating
partnership, or wholly-owned subsidiaries of our operating partnership, owns
substantially all of the properties acquired on our behalf. REITPlus is the
sole general partner of REITPlus OP and, as of September 30, 2009, owns an
84.46% general partnership interest therein. AmREIT, the parent of our Advisor,
is a limited partner, and, as of September 30, 2009, owns a 15.52% limited
partnership interest in REITPlus OP. Additionally, REITPlus Holdings, LLC, an
affiliate of AmREIT which will be partially owned by AmREIT and by AmREIT
management, owns a 0.02% special limited partnership interest in REITPlus OP.
As of September 30, 2009, AmREIT and REITPlus Holdings, LLC hold a 15.54%
non-controlling interest in REITPlus OP that we consolidate as a result of our
controlling 84.46% financial interest in the partnership. Because REITPlus 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.

Investments in
Non-consolidated Entities

As of
September 30, 2009, we have an ownership interest in one property through a
joint venture. Although we exercise significant influence over the activities
of the property, we do not have a controlling financial interest in it.
Accordingly, our joint venture interest in the property is reported under the
equity method of accounting pursuant to GAAP. Certain of the significant
accounting policies below are applicable specifically to property-level
reporting and represent policies that are therefore primarily relevant at the
investee entity level as of September 30, 2009.

The joint
venture leases space to tenants under agreements with varying terms. All of the
leases are accounted for as operating leases, and, although certain leases of
the properties provide for tenant occupancy during periods for which no rent is
due and/or increases or decreases in the minimum lease payments over the terms
of the leases, revenue is recognized on a straight-line basis over the terms of
the individual leases. In most cases, revenue recognition under a lease begins
when the lessee takes possession of or controls the physical use of the leased
asset. Generally, possession or control occurs on the lease commencement date.
When our joint venture acquires a property, the terms of existing leases are
considered to commence as of the acquisition date for the purposes of this
calculation.

In all cases,
we have determined that the joint venture is the owner of any tenant
improvements that it funds pursuant to the lease terms. In cases where tenant
improvements are made prior to lease commencement, the leased asset is
considered to be the finished space, and revenue recognition therefore begins
when the improvements are substantially complete. Accrued rents are included in
tenant receivables. Revenue from tenant reimbursements of taxes, maintenance
expenses and insurance is recognized in the period the related expense is
recorded. Additionally, certain of the lease agreements contain provisions that
grant additional rents based on tenants sales volumes (contingent or
percentage rent). Percentage rents are recognized when the tenants achieve the
specified targets as defined in their lease agreements. Lease termination fees
are recognized in the period that the lease is terminated and collection of the
fees is reasonably assured. Upon early lease termination the joint venture
provides for losses related to unrecovered intangibles and other assets. Cost
recoveries from tenants are included in rental income in the period the related
costs are incurred.

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Investments in Common
Stock

As of
September 30, 2009, we have an ownership interest in the common stock of a
related entity. This investment is recorded at its acquisition cost and is
accounted for under the cost method of accounting as we do not have the ability
to exercise significant influence over the entity.

Environmental
Exposures

Our joint
venture is subject to numerous environmental laws and regulations as they apply
to real estate pertaining to chemicals used by the dry cleaning industry, the
existence of asbestos in older shopping centers, and underground petroleum
storage tanks. We believe that the tenants who currently operate dry cleaning
plants or gas stations do so in accordance with current laws and regulations.
We believe that the ultimate disposition of any known environmental matters
will not have a material affect on our joint ventures financial position,
liquidity, or operations. However, we can give no assurance that existing
environmental studies with respect to the shopping centers have revealed all
potential environmental liabilities; that any previous owner, occupant or
tenant did not create any material environmental condition not known to it;
that the current environmental condition of the shopping centers will not be
affected by tenants and occupants, by the condition of nearby properties, or by
unrelated third parties; or that changes in applicable environmental laws and
regulations or their interpretation will not result in additional environmental
liability to the us.

Income Taxes

Federal - We
elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended (the Code), and are, therefore, not subject to federal income taxes
to the extent of dividends paid, provided that we meet all conditions specified
by the Code for retaining our REIT status, including the requirement that at
least 90% of our REIT taxable income be distributed 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 us) 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, we believe that ASC 740,Income Taxes, applies to the Texas Margin
Tax. We have recorded a margin tax provision of approximately $890 and $85 for
the nine months ended September 30, 2009 and 2008, respectively.

Use of Estimates

The
preparation of the consolidated financial statements in conformity with 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.

New Accounting
Standards

In December
2007, the FASB issued an update to ASC 805,Business Combinations. The amended guidance contained in ASC 805
will change the accounting for business combinations. Under the amended
guidance, an acquiring entity will be required to recognize all the assets
acquired and liabilities assumed in a transaction at the acquisition-date fair
value with limited exceptions. This amended guidance applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. We adopted the provisions of ASC 805 on January 1, 2009. Such
adoption did not have an impact on our results of operations, cash flows or
financial condition as we did not acquire any operating properties or entities
during the nine months ended September 30, 2009.

In December
2007, the FASB issued an update to ASC 810, Consolidation.
The amended guidance contained in ASC 810 establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. The
amended guidance became effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. ASC 810 requires
retroactive adoption of the presentation and disclosure requirements for
existing non-controlling interests. All other requirements of the guidance
shall be applied prospectively. Our adoption of the guidance caused our equity
to increase as a result of transferring the non-controlling interest in our
consolidated subsidiaries from the mezzanine section of our balance sheet into
equity.

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In March 2008,
the FASB issued an update to ASC 815, Derivatives
and Hedging. The amended guidance contained in ASC 815 requires
enhanced disclosures about an entitys derivative and hedging activities. Under
the amended guidance, entities are required to provide enhanced disclosures
about how and why an entity uses derivative instruments, and related hedged
items affect an entitys financial position, financial performance, and cash
flows. The amended guidance became effective for fiscal years and interim
periods beginning after November 15, 2008. The adoption of this guidance did
not have any effect on our results of operations or financial position as we
have no derivatives.

In April 2008,
the FASB issued an update to ASC 350, Intangibles.
The amended guidance revises the factors that should be considered in
developing renewal or extension assumptions determining the useful life of a
recognized intangible asset. The amended guidance will be effective for
intangibles acquired during fiscal years beginning after December 15, 2008. The
adoption had no effect as we have not acquired any intangibles during the
current year.

In May 2009,
the FASB issued ASC 855, Subsequent Events.
This guidance establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. We adopted ASC 855 in the second
quarter of 2009 and evaluated all events or transactions through November 25,
2009. During this period, we did not have any material subsequent events that
impacted our consolidated financial statements, however, see Note 1 regarding
the approval of our merger with AmREIT.

In June 2009,
the FASB issued Statement of Financial Accounting Standards (SFAS) No. 167, Amendments to FASB Interpretation No. 46(R)
(SFAS No. 167), which amends the consolidation guidance applicable to
variable interest entities. The amendments will significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R), Consolidation of Variable Interest
Entitiesan interpretation of ARB No. 51 and changes
the way entities account for securitizations and special purpose entities as a
result of the elimination of the QSPE concept in SFAS No.166. SFAS No. 167 is
effective as of the beginning of the first fiscal year that begins after
November 15, 2009 and early adoption is prohibited. Management is currently
evaluating the impact on our consolidated financial statements of adopting SFAS
No. 167.

In June 2009,
the FASB issued ASC 105, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (the Codification). This guidance will become the
single source of authoritative nongovernmental GAAP, superseding existing FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force,
and related accounting literature. ASC 105 reorganizes the thousands of GAAP
pronouncements into roughly 90 accounting topics and displays them using a
consistent structure. Also included is relevant Securities and Exchange
Commission guidance organized using the same topical structure in separate
sections. This guidance will be effective for financial statements issued for
reporting periods that end after September 15, 2009. We adopted the use of the
Codification for the quarter ending September 30, 2009.

Cash and Cash
Equivalents

We consider
all highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. Cash and cash equivalents consist of
demand deposits at commercial banks and money market funds.

3. NET REAL ESTATE INVESTMENTS

Investment in
Non-consolidated Entity

In May 2008,
we acquired a 25.0% interest in AmREIT Shadow Creek Acquisition, LLC (Shadow
Creek Acquisition). Shadow Creek Acquisition owns a 20.0% interest in Shadow Creek
Holding Company LLC (Shadow Creek), which owns a multi-tenant retail property
located in Pearland, Texas with a combined gross leasable area of approximately
593,000 square feet. In June 2008, we acquired an additional 13.0% interest in
Shadow Creek Acquisition. In July 2008 and August 2008, we acquired an
additional 10.0% and 2.0% interest, respectively, in Shadow Creek Acquisition,
bringing our total ownership interest in Shadow Creek to 10.0%. The ownership
interests were all acquired at net book value for a total of $5.3 million from
ARIC. The remaining interests in Shadow Creek are owned by an unaffiliated
third party (80%) and by AmREIT Monthly Income & Growth Fund IV, L.P.
(10%), an affiliated AmREIT entity.

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We report our
investment in this joint venture using the equity method of accounting due to
our ability to exercise significant influence over it. Condensed unaudited
financial information for Shadow Creek (at 100%) is summarized as of September
30, 2009 and December 31, 2008, and for the three and nine months ended
September 30, 2009 and 2008 as follows (in thousands):

|                                        |  |                    |         |                   |   |         | 
|--------------------------------------- |  | ------------------ | ------- | ----------------- | - | ------- | 
|                                        |  | As of              |        
|Condensed Balance Sheets                |  | September 30, 2009 |         | December 31, 2008 |  
|                                        |  |                    |         |                   |   |         | 
|Assets                                  |  |                    |         |                   |   |         | 
|Real estate assets                      |  | $                  | 98,863  |                   | $ | 99,965  | 
|Other assets                            |  |                    | 23,186  |                   |   | 23,684  | 
|Total Assets                            |  | $                  | 122,049 |                   | $ | 123,649 | 
|Liabilities and partners capital:      |  |                    |         |                   |   |         | 
|Notes payable (1)                       |  | $                  | 65,000  |                   | $ | 65,000  | 
|Other liabilities                       |  |                    | 9,476   |                   |   | 10,481  | 
|Partners capital                        |  |                    | 47,573  |                   |   | 48,168  | 
|Total Liabilities and Partners Capital |  | $                  | 122,049 |                   | $ | 123,649 | 

|                               |  |                                   |       |                                  |   |       |   |      |        |   |   |        |  
|------------------------------ |  | --------------------------------- | ----- | -------------------------------- | - | ----- | - | ---- | ------ | - | - | ------ | -
|                               |  | Three months ended
 September 30, |       | Nine months ended
 September 30, |  
|                               |  | 2009                              |       | 2008                             |   | 2009  |   | 2008 |       
|Revenue                        |  | $                                 | 1,933 |                                  | $ | 1,291 |   | $    | 5,506  |   | $ | 2,735  |  
|Depreciation
 and amortization |  |                                   | 1,093 |                                  |   | 386   |   |      | 2,876  |   |   | 864    |  
|Operating
 income (loss)       |  |                                   | 142   |                                  |   | 251   |   |      | 468    |   |   | 567    |  
|Interest
 expense              |  |                                   | 902   |                                  |   | 909   |   |      | 2,716  |   |   | 2,114  |  
|Net loss                       |  |                                   | (759  | )                                |   | (657  | ) |      | (2,271 | ) |   | (1,546 | )

(1)
We serve as guarantor on debt in the amount of $20.0 million that is the
primary obligation of this joint venture.

Investment in AmREIT
Common Shares

As of
September 30, 2009, we have invested approximately $196,000 in AmREIT Class A
common shares, which represented 89,641 shares at their acquisition cost.
During the nine months ended September 30, 2009 and 2008, we received dividends
of $31,000 and $0, respectively, from our investment in AmREIT Class A common
shares.

4. STOCKHOLDERS EQUITY AND MINORITY INTEREST

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 offered 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. We reached the minimum offering of $2.0
million on April 22, 2008 and closed the Offering on October 4, 2008. As of
September 30, 2009, we had received approximately $7.5 million for the sale of
752,307 shares of common stock.

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
(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 (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.

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5. RELATED PARTY TRANSACTIONS

Our Advisor
funded all of the organization and offering costs on our behalf. As of
September 30, 2009, we had reimbursed our Advisor for approximately $62,456 and
$29,543 of organization and offering costs, respectively. Upon our closing the
Offering in October 2008, our Advisor wrote off the remaining unreimbursed
costs. Organization costs are expensed as incurred and are included in legal
and professional fees. Offering costs, which include items such as legal and
accounting fees, marketing, and promotional printing costs were treated as a
reduction of stockholders equity along with sales commissions and dealer
manager fees of 6.75% and 3.25%, respectively.

As of
September 30, 2009, we have recorded $51,878 in accounts payable - related
party, which consists of administrative cost reimbursements associated with our
Advisors provision of investor and financial reporting services to us.

Certain of our
affiliates received fees and compensation during the organizational stage of
the entity, including securities commissions and due diligence reimbursements,
marketing reimbursements and reimbursement of organizational and offering
expenses. These affiliates also receive fees for ongoing administrative
services and accounting and financial reporting services. In the event that
these companies are unable to provide us with the respective services, we would
be required to find alternative providers of these services. The following
table summarizes the amount of such compensation incurred by us related to
services provided by our affiliates during the three and nine months ended
September 30, 2009 and 2008:

|                                                                    |  |                                   |        |                                  |   |         |  |      |         |  |   |           | 
|------------------------------------------------------------------- |  | --------------------------------- | ------ | -------------------------------- | - | ------- |  | ---- | ------- |  | - | --------- | 
|                                                                    |  | Three months ended
 September 30, |        | Nine months ended
 September 30, |  
|Type of service                                                     |  | 2009                              |        | 2008                             |   | 2009    |  | 2008 |        
|Securities commissions, due diligence and
 marketing reimbursements |  | $                                 |       |                                  | $ | 339,139 |  | $    |        |  | $ | 715,974   | 
|Acquisitions and financing fees                                     |  |                                   |       |                                  |   | 74,813  |  |      |        |  |   | 264,250   | 
|Asset management fees                                               |  |                                   | 13,556 |                                  |   |        |  |      | 40,667  |  |   |          | 
|Administrative costs reimbursements                                 |  |                                   | 22,579 |                                  |   | 27,265  |  |      | 105,776 |  |   | 54,609    | 
|                                                                    |  | $                                 | 36,135 |                                  | $ | 441,217 |  | $    | 146,443 |  | $ | 1,034,833 | 

In addition to
the above fees paid by us, Shadow Creek paid a total of $288,000 and $77,000 in
property management and leasing fees to one of our affiliated entities for the
nine months ended September 30, 2009 and 2008, respectively. See also Note 3
regarding investments in non-consolidated entities.

6. COMMITMENTS AND CONTINGENCIES

Litigation- REITPlus, as the
successor to AmREIT following the merger, will assume AmREITs role as a
party to pending litigation against AmREIT. In February 2009, a limited
partnership known as El Pistolon II, Ltd. filed a Petition in the District Court
of Hidalgo County, Texas in a case styledEl
Pistolon II, Ltd. v. Pedro Diaz III, B-Kan Realty, AmREIT, Inc. and Preston
Cunninghamalleging unspecified business injuries
related to a shopping center development in McAllen, Texas. AmREIT Realty
Investment Corporation (ARIC), a wholly owned subsidiary of AmREIT,
was engaged by the Plaintiff as a third-party developer of a shopping center
project commonly known as Las Fuentes pursuant to a Development Agreement dated
February 2004 between El Pistolon II, Ltd. and ARIC. The Petition, and later
amendments and restatements of the Petition, allege breach of contract, fraud in
the inducement of the Development Agreement, negligence, breach of fiduciary
duty and bad faith, among other things, related to the execution and later
performance of the Development Agreement. AmREIT has believed at all times that
the litigation is meritless.

Plaintiff has only recently specified the damages claimed in the
case, which are alleged to be between $24 million and $42 million. AmREIT
believes that no damages have been suffered by the plaintiff, and, in fact, that
the plaintiff has profited from their investment in the property. ARIC is
pursuing recovery of approximately $500,000 in unpaid fees and liquidated damages
via a counterclaim that has been filed against the plaintiff. AmREIT continues
to believe that the litigation is meritless and intends to vigorously defend
itself as well as pursue its claim against the plaintiff. AmREIT strongly
contends that it is not a proper party to the litigation insofar as ARIC
negotiated, is the party to and performed the services under the Development
Agreement.

Environmental matters
- In connection with the ownership and operation of real estate, we may be
potentially liable for costs and damages related to environmental matters. We
have not been notified by any governmental authority of any non-compliance,
liability or other claim.

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|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|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 REITPlus, Inc. and our subsidiary, except where the context otherwise
requires.

OVERVIEW

REITPlus, Inc.
(REITPlus) was formed on April 13, 2007 to acquire an interest in 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, a
Maryland real estate investment trust (AmREIT). We elected to be treated as a
real estate investment trust (REIT) for federal income tax purposes. The use
of the words we, us or our refers to REITPlus and its subsidiary, except
where the context otherwise requires.

We conduct
substantially all of our operations through our subsidiary, REITPlus Operating
Partnership, LP (REITPlus OP). Subject to certain restrictions and
limitations, our business is managed by REITPlus Advisor, Inc. (our Advisor),
an affiliate, pursuant to an advisory agreement. Our Advisor supervises and
manages our day-to-day operations and selects the properties that we acquire,
subject to oversight by our board of directors. Our Advisor provides 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
(ARIC), 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. In 2008, we conducted a
best efforts initial public offering (the Offering), in which we offered 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 $550.0
million or the maximum offering.

We commenced
our principal operations on April 22, 2008 when we raised the minimum offering
amount of $2.0 million pursuant to the terms of our Offering. The Offering was
closed on October 4, 2008, and, as of September 30, 2009, we had received
approximately $7.5 million from the sale of 752,307 shares of common stock. As
of September 30, 2009, we had an investment interest in a non-consolidated
entity, which owned one property comprising approximately 593,000 square feet
of gross leasable area.

On May 20,
2009, our board of directors approved an agreement and plan of merger between
AmREIT, REITPlus and our Advisor. The merger is part of Phase II in AmREITs
strategic plan, referred to as Vision 2010, and combined all AmREIT shares of
beneficial interest into a single class of common shares, accomplishing
AmREITs goal of simplifying its capital structure. The merger was subject to
the approval of shareholders of both AmREIT and REITPlus and other customary
closing conditions. We believe that the consummation of the merger has better
positioned us to raise Wall Street and/or institutional capital either through
joint ventures at the entity level or through an initial public offering and
listing of our shares. The cost of the merger was subject to various factors,
and we expect the ultimate costs to be as much as $1.3 million, of which we
estimate our share to be in the range of $40,000 to $50,000. As of September 30, 2009, we have incurred $11,000 of merger
costs. Subsequent to September 30, 2009, on November 24, 2009, the merger with
AmREIT was approved by the REITPlus and AmREIT shareholders at the respective
special meetings of AmREIT and REITPlus. For financial reporting purposes,
AmREIT is the accounting acquirer and therefore is deemed to have acquired the
assets and liabilities of REITPlus, effective on the date of the merger. Also
effective on the date of the merger, our name was changed to AmREIT,
Inc.

Summary of Critical Accounting Policies

Our results of
operations and financial condition, as reflected in the accompanying
consolidated financial statements and related notes, are subject to
managements evaluation and interpretation of business conditions, retailer performance,
changing capital market conditions and other factors, which could affect the
ongoing viability of our tenants. Management believes the most critical
accounting policies in this regard are revenue recognition, regular evaluation
of whether the value of a real estate asset has been impaired, accounting for
the investment in real estate assets, accounting for the investment in
non-consolidated entities, and accounting for real estate acquisitions. We
evaluate our assumptions and estimates on an on-going basis. We base our
estimates on historical experience as well as various other assumptions that we
believe to be reasonable under the circumstances. Actual results could vary
from those estimates, perhaps in material adverse ways, and those estimates could
be different under different assumptions or conditions.

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Investments in
Non-consolidated Entities

As of
September 30, 2009, we had an ownership interest in one property through a
joint venture. Although we exercise significant influence over the activities
of the property, we do not have a controlling financial interest in it.
Accordingly, our joint venture interest in the property is reported under the
equity method of accounting pursuant to U.S. generally accepted accounting
principles (GAAP). Certain of the significant accounting policies below are
applicable specifically to property-level reporting and represent policies that
are therefore primarily relevant at the investee entity level as of September
30, 2009.

The joint
venture leases space to tenants under agreements with varying terms. All of the
leases are accounted for as operating leases and although certain leases of the
properties provide for tenant occupancy during periods for which no rent is due
and/or increases or decreases in the minimum lease payments over the terms of
the leases, revenue is recognized on a straight-line basis over the terms of
the individual leases. In most cases, revenue recognition under a lease begins
when the lessee takes possession of or controls the physical use of the leased
asset. Generally, possession or control occurs on the lease commencement date.
When our joint ventures acquire a property, the terms of existing leases are
considered to commence as of the acquisition date for the purposes of this calculation.

In all cases,
we have determined that the joint venture is the owner of any tenant
improvements that it funds pursuant to the lease terms. In cases where tenant
improvements are made prior to lease commencement, the leased asset is
considered to be the finished space, and revenue recognition therefore begins
when the improvements are substantially complete. Accrued rents are included in
tenant receivables. Revenue from tenant reimbursements of taxes, maintenance
expenses and insurance is recognized in the period the related expense is
recorded. Additionally, certain of the lease agreements contain provisions that
grant additional rents based on tenants sales volumes (contingent or
percentage rent). Percentage rents are recognized when the tenants achieve the
specified targets as defined in their lease agreements. Lease termination fees
are recognized in the period that the lease is terminated and collection of the
fees is reasonably assured. Upon early lease termination the joint venture
provides for losses related to unrecovered intangibles and other assets. Cost
recoveries from tenants are included in rental income in the period the related
costs are incurred.

Recently Issued Accounting Pronouncements

In December
2007, the FASB issued an update to ASC 805,Business Combinations. The amended guidance contained in ASC 805
will change the accounting for business combinations. Under the amended
guidance, an acquiring entity will be required to recognize all the assets
acquired and liabilities assumed in a transaction at the acquisition-date fair
value with limited exceptions. This amended guidance applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008. We adopted the provisions of ASC 805 on January 1, 2009. Such
adoption did not have an impact on our results of operations, cash flows or
financial condition as we did not acquire any operating properties or entities
during the nine months ended September 30, 2009.

In December
2007, the FASB issued an update to ASC 810, Consolidation.
The amended guidance contained in ASC 810 establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a non-controlling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. The
amended guidance became effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. ASC 810 requires
retroactive adoption of the presentation and disclosure requirements for
existing non-controlling interests. All other requirements of the guidance
shall be applied prospectively. Our adoption of the guidance caused our equity
to increase as a result of transferring the non-controlling interest in our
consolidated subsidiaries from the mezzanine section of our balance sheet into
equity.

In March 2008,
the FASB issued an update to ASC 815, Derivatives
and Hedging. The amended guidance contained in ASC 815 requires
enhanced disclosures about an entitys derivative and hedging activities. Under
the amended guidance, entities are required to provide enhanced disclosures
about how and why an entity uses derivative instruments, and related hedged
items affect an entitys financial position, financial performance, and cash
flows. The amended guidance became effective for fiscal years and interim
periods beginning after November 15, 2008. The adoption of this guidance did
not have any effect on our results of operations or financial position as we
have no derivatives.

In April 2008,
the FASB issued an update to ASC 350, Intangibles.
The amended guidance revises the factors that should be considered in
developing renewal or extension assumptions determining the useful life of a
recognized intangible asset. The amended guidance will be effective for
intangibles acquired during fiscal years beginning after December 15, 2008. The
adoption had no effect as we have not acquired any intangibles during the
current year.

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In May 2009,
the FASB issued ASC 855, Subsequent Events.
This guidance establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. We adopted ASC 855 in the second
quarter of 2009 and evaluated all events or transactions through November 25, 2009.
During this period, we did not have any material subsequent events that
impacted our consolidated financial statements, however, see Note 1 regarding
the approval of our merger with AmREIT.

In June 2009,
the FASB issued Statement of Financial Accounting Standards (SFAS) No. 167, Amendments to FASB Interpretation No. 46(R)
(SFAS No. 167), which amends the consolidation guidance applicable to
variable interest entities. The amendments will significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R), Consolidation of Variable Interest Entitiesan
interpretation of ARB No. 51 and changes the way entities account
for securitizations and special purpose entities as a result of the elimination
of the QSPE concept in SFAS No.166. SFAS No. 167 is effective as of the
beginning of the first fiscal year that begins after November 15, 2009 and
early adoption is prohibited. Management is currently evaluating the impact on
our consolidated financial statements of adopting SFAS No. 167.

In June 2009,
the FASB issued ASC 105, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles (the Codification). This guidance will become the
single source of authoritative nongovernmental GAAP, superseding existing FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force,
and related accounting literature. ASC 105 reorganizes the thousands of GAAP
pronouncements into roughly 90 accounting topics and displays them using a
consistent structure. Also included is relevant Securities and Exchange
Commission guidance organized using the same topical structure in separate
sections. This guidance will be effective for financial statements issued for
reporting periods that end after September 15, 2009. We adopted the use of the
Codification for the quarter ending September 30, 2009.

Offering Costs

Our Advisor
funded all of the organization and offering costs on our behalf. As of
September 30, 2009, we had reimbursed our Advisor for approximately $62,456 and
$29,543 of organization and offering costs, respectively. The organization
costs were expensed to legal and professional fees. Offering costs, which
include items such as legal and accounting fees, marketing, and promotional printing
costs, were treated as a reduction of stockholders equity along with sales
commissions and dealer manager fees of 6.75% and 3.25%, respectively.

Results of Operations

We commenced
our principal operations on April 22, 2008 when we raised the minimum offering
amount of $2.0 million pursuant to the terms of our Offering. The Offering was
closed on October 4, 2008, and, as of September 30, 2009, we had received
approximately $7.5 million from the sale of 752,307 shares of common stock. As
of September 30, 2009, we had an investment interest in a joint venture, which
owned one property comprising approximately 593,000 square feet of gross
leasable area.

We report our
investments in non-consolidated entities under the equity method of accounting.

Comparison of the three months ended
September 30, 2009 to the three months ended September 30, 2008

Loss From Non-Consolidated Entity.
Loss from non-consolidated entity increased approximately $21,000 to
approximately $79,000 for the three months ended September 30, 2009 compared to
approximately $58,000 for the three months ended September 30, 2008. Loss from
non-consolidated entity represents our ownership portion of Shadow Creeks net
loss. The increased net loss on Shadow Creek is primarily due to an increase in
depreciation and amortization. We recorded an adjustment to increase
depreciation and amortization during December 2008 that was related to the
three months ended September 30, 2008 due to purchase price allocation
adjustments to Shadow Creek.

General and Administrative.
General and administrative expenses decreased approximately $23,000 to
approximately $51,000 for the three months ended September 30, 2009 compared to
approximately $74,000 for the three months ended September 30, 2008. The
decrease is primarily due to a decrease in insurance costs and fees paid to our
board of directors.

Asset Management Fees  Related Party.
Asset management fees  related party paid to our affiliate of approximately
$14,000 for the three months ended September 30, 2009 represented fees incurred
for the oversight and investment management of our real estate portfolio. Our
Advisor did not charge us asset management fees during the three months ended
September 30, 2008 because we had just commenced our principal operations on
April 22, 2008 when we raised the minimum offering of $2.0 million pursuant to
the terms of our Offering.

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Legal and Professional Fees.Legal
and professional fees decreased approximately $101,000 to approximately $9,000
for the three months ended September 30, 2009 compared to approximately
$110,000 for the three months ended September 30, 2008. The decrease is
primarily due to extensive audit and legal fees associated with our filings
with the Securities and Exchange Commission (SEC) that were incurred during
the three months ended September 30, 2008.

Interest and Dividend Income.
Interest and dividend income increased approximately $8,000 to approximately
$11,000 for the three months ended September 30, 2009 compared to approximately
$3,000 for the three months ended September 30, 2008. This increase was
primarily attributable to dividends received during 2009 from our investment in
AmREIT common shares.

Comparison of the nine months ended September
30, 2009 to the nine months ended September 30, 2008

Loss From Non-Consolidated Entity.
Loss from non-consolidated entity increased approximately $158,000 to
approximately $236,000 for the nine months ended September 30, 2009 compared to
approximately $78,000 for the nine months ended September 30, 2008. Loss from
non-consolidated entity represents our ownership portion of Shadow Creeks net
loss. As we first acquired an interest in Shadow Creek in May 2008, we owned
the property for only a portion of the nine months ended September 30, 2008. In
addition, we recorded a loss from non-consolidated entity during December 2008
that was related to the nine months ended September 30, 2008 due to purchase
price allocation adjustments to Shadow Creek.

General and Administrative  Related Party.
General and administrative expenses owed to our Advisor increased approximately
$51,000 to approximately $106,000 for the nine months ended September 30, 2009
compared to approximately $55,000 for the nine months ended September 30, 2008.
These costs primarily represent reimbursements to our Advisor for its costs
incurred in providing financial reporting services to us. This increase was due
to an increase in the compensation pool and to an increase in the allocation of
those costs during the period to better reflect the level of effort expended by
our affiliates financial personnel in providing accounting and financial
reporting services to us.

Asset Management Fees  Related Party.
Asset management fees  related party paid to our affiliate of approximately $41,000
for the nine months ended September 30, 2009 represented fees incurred for the
oversight and investment management of our real estate portfolio. Our Advisor
did not charge us asset management fees during the nine months ended September
30, 2008 because we had just commenced our principal operations on April 22,
2008 when we raised the minimum offering of $2.0 million pursuant to the terms
of our Offering.

Legal and Professional Fees.Legal
and professional fees decreased approximately $176,000 to approximately $64,000
for the nine months ended September 30, 2009 compared to approximately $240,000
for the nine months ended September 30, 2008. The decrease is primarily due to
extensive audit and legal fees associated with our SEC filings that were incurred
prior to April 2008, but that were recognized during April 2008. We did not
recognize any expenses during 2008 until we commenced our principal operations
on April 22, 2008 when we raised the minimum offering of $2.0 million pursuant
to the terms of our Offering.

Interest and Dividend Income.
Interest and dividend income increased approximately $21,000 to approximately
$33,000 for the nine months ended September 30, 2009 compared to approximately
$12,000 for the nine months ended September 30, 2008. This increase was
primarily attributable to dividends received during 2009 from our investment in
AmREIT common shares.

Net Loss Attributable to Non-controlling
Interests. Net loss attributable to non-controlling
interests increased approximately $19,000 to approximately $33,000 during the
nine months ended September 30, 2009 compared to approximately $14,000 for the
nine months ended September 30, 2008. Net loss attributable to non-controlling
interests represents the ownership interest of AmREIT and REITPlus Holdings,
LLC in REITPlus OP. The increase in net loss attributable to non-controlling
interests was primarily due to REITPlus OP recognizing a larger loss from
non-consolidated entity during the nine months ended September 30, 2009. As we
first acquired an interest in Shadow Creek in May 2008, we owned the property
for only a portion of the nine months ended September 30, 2008. In addition, we
recorded a loss from non-consolidated entity during December 2008 that was
related to the nine months ended September 30, 2008 due to purchase price
allocation adjustments to Shadow Creek.

Liquidity and Capital Resources

We expect to
meet our short-term liquidity requirements with cash on hand. Until we acquire
additional properties, we invest all excess cash in short-term investments or
overnight funds. This investment strategy allows us to offset the interest
costs from any fixed-rate mortgage loans and provides us with the liquidity to
acquire properties at such time as those suitable for acquisition are located.

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As of
September 30, 2009 and December 31, 2008, our cash and cash equivalents totaled
approximately $775,000 and approximately $1.8 million, respectively. Cash flows
provided by (used in) operating activities, investing activities and financing
activities for the nine months ended September 30, 2009 and 2008 are as follows
(in thousands):

|                      |  |                                 |      |      |   |        |  
|--------------------- |  | ------------------------------- | ---- | ---- | - | ------ | -
|                      |  | Nine months ended September 30, |     
|                      |  | 2009                            |      | 2008 |  
|Operating
 activities |  | $                               | (454 | )    | $ | (411   | )
|Investing
 activities |  | $                               | (404 | )    | $ | (5,260 | )
|Financing activities  |  | $                               | (172 | )    | $ | 6,167  |  

Net cash flows
used in operating activities increased approximately $43,000 to approximately
$454,000 for the nine months ended September 30, 2009 compared to approximately
$411,000 for the nine months ended September 30, 2008. This increase in
operating outflows is primarily attributable to a net increase of $33,000 paid
for directors and officers insurance, coupled with $11,000 paid for merger
costs during the 2009 period.

Net cash flows
used in investing activities decreased approximately $4.9 million to
approximately $404,000 for the nine months ended September 30, 2009 compared to
approximately $5.3 million for the nine months ended September 30, 2008. This
decrease was due to our investment in Shadow Creek of $5.3 million during the
2008 period, partially offset by our investment in AmREIT Class A common shares
of $196,000 and an additional investment in Shadow Creek of $208,000 during the
2009 period.

Net cash flows
used in financing activities increased approximately $6.0 million to
approximately $172,000 for the nine months ended September 30, 2009 compared to
net cash flows provided by financing activities of approximately $6.2 million
for the nine months ended September 30, 2008. The increase in net cash outflows
is primarily attributable to an increase in distributions of approximately
$139,000, coupled with a decrease in net cash inflows. We raised approximately
$6.2 million (net of $716,000 of issuance costs) during the 2008 period
compared to $0 during the 2009 period.

REITPlus may
be required by our Advisor 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.

During the
past two years, the United States has experienced an unprecedented business
downturn, coupled with a substantial curtailment of available debt financing
and a virtual shutdown of equity capital markets, particularly in the real
estate sector. While we believe that we have sufficient cash on hand to meet
our contractual obligations, a significant additional deterioration in the
national economy, the bankruptcy or insolvency of one or more of our large
tenants in our joint venture property could cause our 2009 cash resources to be
insufficient to meet our obligations. If necessary, our joint venture property
has the ability to defer capital improvements and to defer payment of certain
operating costs, including property taxes, until cash resources are available.

Distributions

As of
September 30, 2009, all of our distributions paid were funded by cash flows
from financing activities that were generated during 2008 and were a return of
capital. In September 2009, the REITPlus board of directors suspended
distributions, effective September 1, 2009, due primarily to a lack of
operating cash flow to support operating distributions.

|        |                                                            
|------- | -----------------------------------------------------------
|Item 3. | Quantitative and Qualitative
 Disclosures about Market Risk

Not
applicable.

|         |                        
|-------- | -----------------------
|Item 4T. | Controls and Procedures

Evaluation of Disclosure Controls and
Procedures

Under the
supervision and with the participation of our Chief Executive Officer (CEO)
and Chief Financial Officer (CFO), management has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934)
as of September 30, 2009. Based on that evaluation, our CEO and CFO concluded
that, as of September 30, 2009, our disclosure controls and procedures were
effective in causing material information relating to us (including our
consolidated subsidiaries) to be recorded, processed, summarized and reported
by management on a timely basis and to ensure the quality and timeliness of our
public disclosures with SEC disclosure obligations.

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Table of Contents

Changes in Internal Control

There has been
no change to our internal control over financial reporting during the quarter
ended September 30, 2009 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

Litigation- REITPlus, as the
successor to AmREIT following the merger, will assume AmREITs role as a
party to pending litigation against AmREIT. In February 2009, a limited
partnership known as El Pistolon II, Ltd. filed a Petition in the District Court
of Hidalgo County, Texas in a case styledEl
Pistolon II, Ltd. v. Pedro Diaz III, B-Kan Realty, AmREIT, Inc. and Preston
Cunninghamalleging unspecified business injuries
related to a shopping center development in McAllen, Texas. AmREIT Realty
Investment Corporation (ARIC), a wholly owned subsidiary of AmREIT,
was engaged by the Plaintiff as a third-party developer of a shopping center
project commonly known as Las Fuentes pursuant to a Development Agreement dated
February 2004 between El Pistolon II, Ltd. and ARIC. The Petition, and later
amendments and restatements of the Petition, allege breach of contract, fraud in
the inducement of the Development Agreement, negligence, breach of fiduciary
duty and bad faith, among other things, related to the execution and later
performance of the Development Agreement. AmREIT has believed at all times that
the litigation is meritless.

Plaintiff has only recently specified the damages claimed in the
case, which are alleged to be between $24 million and $42 million. AmREIT
believes that no damages have been suffered by the plaintiff, and, in fact, that
the plaintiff has profited from their investment in the property. ARIC is
pursuing recovery of approximately $500,000 in unpaid fees and liquidated damages
via a counterclaim that has been filed against the plaintiff. AmREIT continues
to believe that the litigation is meritless and intends to vigorously defend
itself as well as pursue its claim against the plaintiff. AmREIT strongly
contends that it is not a proper party to the litigation insofar as ARIC
negotiated, is the party to and performed the services under the Development
Agreement.

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

None.

|        |                                
|------- | -------------------------------
|Item 3. | Defaults Upon Senior Securities

None.

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

On August 6,
2009, we held our annual meeting of stockholders. Two matters were submitted to
the stockholders for consideration:

1. To re-elect
each member of the Board of Directors, each to serve until their successors are
duly elected and qualified; and

2. To approve
the amendment and restatement of our charter.

The results of
the shares voted with regard to each of these matters are as follows:

1. Elections
of Board of Directors:

|                    |  |         |  |          | 
|------------------- |  | ------- |  | -------- | 
|Director            |  | For     |  | Withheld | 
|Brent M. Longnecker |  | 429,765 |  | 12,225   | 
|Scot J. Luther      |  | 429,765 |  | 12,225   | 
|Mack D. Pridgen III |  | 429,765 |  | 12,225   | 
|H. Kerr Taylor      |  | 429,765 |  | 12,225   | 

2. Approval of
the amendment and restatement of our charter:

|        |  |         |  |         | 
|------- |  | ------- |  | ------- | 
|FOR     |  | AGAINST |  | ABSTAIN | 
|429,236 |  | 3,500   |  | 11,754  | 

|        |                  
|------- | -----------------
|Item 5. | Other Information

None.

|        |         
|------- | --------
|Item 6. | Exhibits

The exhibits
listed on the accompanying Exhibit Index are filed, furnished or incorporated
by reference (as stated therein) as part of this Quarterly Report on Form 10-Q.

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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.

|                         |     |                                                                   | 
|------------------------ | --- | ----------------------------------------------------------------- | 
|                         |     | AmREIT, Inc.                                                      | 
|                         |     | (Registrant)                                                      | 
|                         |     |                                                                   | 
|Date:
 November 25, 2009 |     |                                                                   | 
|                         |     |                                                                   | 
|                         | By: | /s/ H. Kerr
 Taylor                                               | 
|                         |     | H. Kerr
 Taylor                                                   | 
|                         |     | President
 and Chief Executive Officer                            | 
|                         |     |                                                                   | 
|                         | By: | /s/ Chad C.
 Braun                                                | 
|                         |     | Chad C.
 Braun                                                    | 
|                         |     | Executive
 Vice President, Chief Financial Officer, and Treasurer

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EXHIBIT INDEX

|                |  |             |                                                                                                                                                                                                                                                                                                   | 
|--------------- |  | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit
 Number |  | Description |                                                                                                                                                                                                                                                                                                  
|3.1             |  |             | Articles of
 Amendment and Restatement of REITPlus, Inc. (incorporated by reference to
 Exhibit 3.1 to Amendment No. 3 to the Companys Registration Statement on Form
 S-4 (File No. 333-159610), filed on September 9, 2009).                                                                  
|               
|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, 2007).                                                                 
|               
|10.1            |  |             | Amended and
 Restated Agreement and Plan of Merger, dated July 10, 2009 among the Company,
 AmREIT and REITPlus Advisor, Inc. (incorporated by reference to Appendix D to
 Amendment No. 5 to the Companys Registration Statement on Form S-4 (File No.
 333-159610), filed on October 8, 2009).
|               
|31.1            |  |             | Certification
 of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) (filed
 herewith).                                                                                                                                                                                         
|               
|31.2            |  |             | Certification
 of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) (filed
 herewith).                                                                                                                                                                                         
|               
|32.1            |  |             | Certification
 of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
 herewith).                                                                                                                   
|               
|32.2            |  |             | Certification
 of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
 herewith).                                                                                                                   

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