UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D. C. 20549
 
 FORM
10-Q
 
 [X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
quarterly period ended June 30, 2008
 
 [
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
 EXCHANGE
ACT OF 1934
 
 For
      the transition period from _____  to _____Commission
      File
      Number:         333-143415reitplus logo
                (Name
      of registrant as specified in its charter)Maryland
                (State
      or Other Jurisdiction of Incorporation or Organization)
              20-8857707
                (I.R.S.
      Employer Identification No.)8
      Greenway Plaza, Suite 1000
                Houston,
      Texas
                (Address
      of Principal Executive Offices)
              77046
                (Zip
      Code)713-850-1400
                (Registrant’s
      Telephone Number, Including Area Code)
  Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES x  NO  ̈
  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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  
  Large
      Accelerate Filer  ̈
              
              Accelerated
      Filer  ̈Non-Accelerated
      Filer (do not check if a smaller reporting company)  ̈
              
              Smaller
      Reporting Company x
  Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES  ̈  NO x
  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 August 8,
      2008Common Stock, $0.01
      par value
              
              517,666
      shares
   
  Table of Contents
  Item No.
              
              Form 10-Q ReportPagePART I – FINANCIAL INFORMATION1
              Financial Statements
              1 -
      42
              Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
              83
              Quantitative and Qualitative Disclosures about
      Market Risk
              104
              Controls and Procedures
              10PART II – OTHER INFORMATION1
              Legal Proceedings
              101A
              Risk Factors
              102
              Unregistered Sales of Equity Securities
      and Use of Proceeds
              103
              Defaults Upon Senior
    Securities
              104
              Submission of Matters to a Vote of Security
      Holders
              105
              Other Information
              106
              Exhibits
              10
 
 
 
  Table of Contents
    PART I – FINANCIAL INFORMATION
 Item 1.  Financial
Statements
 
 REITPLUS,
INC. AND SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
 June
30, 2008 and December 31, 2007
 
 June
      30,
              
              
              December
      31,2008
              
              
              2007ASSETS
              
              (unaudited)Investment
      in non-consolidated entities
              
              $
              4,019,802
              
              
              $
              -Net
      real estate investments
              
              
              4,019,802
              
              
              
              -Cash
      and cash equivalents
              
              
              337,069
              
              
              
              1,019,608Accounts
      receivable
              
              
              239
              
              
              
              2,827Accounts
      receivable - related party
              
              
              -
              
              
              
              944Other
      assets
              
              
              53,451
              
              
              
              -TOTAL
      ASSETS
              
              $
              4,410,561
              
              
              $
              1,023,379LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilities:Accounts
      payable
              
              $
              78,461
              
              
              $
              6,607Accounts
      payable - related party
              
              
              207,293
              
              
              
              1,000TOTAL
      LIABILITIES
              
              
              285,754
              
              
              
              7,607Minority
      interest in consolidated subsidiary
              
              
              998,379
              
              
              
              1,001,000Stockholders'
      equity:Preferred
      stock, $0.01 par value, 50,000,000 shares authorized,none
      issued
              
              
              -
              
              
              
              -Common
      stock, $0.01 par value, 1,000,000,000 sharesauthorized;
      376,936 and 100 shares issued and outstandingat
      June 30, 2008 and December 31, 2007, respectively
              
              
              3,769
              
              
              
              1Additional
      paid-in capital
              
              
              3,388,752
              
              
              
              999Accumulated
      distributions in excess of earnings
              
              
              (266,093
              )
              
              
              13,772TOTAL
      STOCKHOLDERS' EQUITY
              
              
              3,126,428
              
              
              
              14,772TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              4,410,561
              
              
              $
              1,023,379






~1~
 Table of Contents
  REITPLUS,
INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENT OF OPERATIONS
 For
the three and six month periods ended June 30, 2008 and for the period from May
16, 2007 (inception) through June 30, 2007
 (unaudited)
   Three
      months ended
                  June
      30, 2008
                
                
                For
      the period from
                  May
      16, 2007
                  (inception)
      through
                  June
      30, 2007
                
                
                Six
      months ended
                  June
      30, 2008
                
                
                For
      the period from May 16, 2007 (inception) through June 30,
    2007Earnings
      (loss) from non-consolidated entity
                
                $
                (19,636
                )
                
                $
                -
                
                
                $
                (19,636
                )
                
                $
                -Expenses:General
      and administrative
                
                
                110,667
                
                
                
                -
                
                
                
                110,667
                
                
                
                -General
      and administrative - related party
                
                
                27,344
                
                
                
                -
                
                
                
                27,344
                
                
                
                -Legal
      and professional
                
                
                129,518
                
                
                
                -
                
                
                
                129,518
                
                
                
                -Total
      expenses
                
                
                267,529
                
                
                
                -
                
                
                
                267,529
                
                
                
                -Operating
      loss
                
                
                (287,165
                )
                
                
                -
                
                
                
                (287,165
                )
                
                
                -Other
      income (expense):Interest
      income
                
                
                4,476
                
                
                
                2,567
                
                
                
                9,559
                
                
                
                2,567Minority
      interest in loss of consolidated subsidiaries
                
                
                2,621
                
                
                
                -
                
                
                
                2,621
                
                
                
                -Texas
      margin tax expense
                
                
                (50
                )
                
                
                -
                
                
                
                (86
                )
                
                
                -Income
      tax benefit (expense)
                
                
                1,728
                
                
                
                (832
                )
                
                
                -
                
                
                
                (832
                )Total
      other income
                
                
                8,775
                
                
                
                1,735
                
                
                
                12,094
                
                
                
                1,735Net
      income (loss)
                
                $
                (278,390
                )
                
                $
                1,735
                
                
                $
                (275,071
                )
                
                $
                1,735








~2~
 Table of Contents
  REITPLUS,
INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
 For
the six months ended June 30, 2008
 (unaudited)
  
 Common stock
              
              
              Additional paid-in capital
              
              
              Accumulated distributions in excess of
      earnings
              
              
              TotalBalance,
      December 31, 2007
              
              $
              1
              
              
              $
              999
              
              
              $
              13,772
              
              
              $
              14,772Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              (275,071
              )
              
              
              (275,071
              )Contributions,
      net of issuance costs of $376,836
              
              
              3,768
              
              
              
              3,387,753
              
              
              
              -
              
              
              
              3,391,521Distributions
              
              
              -
              
              
              
              -
              
              
              
              (4,794
              )
              
              
              (4,794
              )Balance,
      June 30, 2008
              
              $
              3,769
              
              
              $
              3,388,752
              
              
              $
              (266,093
              )
              
              $
              3,126,428
    
  ~3~
 Table of Contents
  REITPLUS,
INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 For
the six months ended June 30, 2008 and for
 The
Period from May 16, 2007 (inception) through June 30, 2007
 (unaudited)
  
 2008
              
              
              2007Cash
      flows from operating activities:Net
      income (loss)
              
              $
              (275,071
              )
              
              $
              1,735Adjustments
      to reconcile net income (loss) to net cash (used in)provided
      by operating activities:Amortization
      of prepaid expenses
              
              
              74,691
              
              
              
              -Loss
      from non-consolidated entity
              
              
              19,636
              
              
              
              -Minority
      interest in loss of consolidated subsidiary
              
              
              (2,621
              )
              
              
              -Decrease
      in accounts receivable
              
              
              2,588
              
              
              
              -Decrease
      in accounts receivable - related party
              
              
              944
              
              
              
              -Increase
      in other assets
              
              
              (128,142
              )
              
              
              -Increase
      in accounts payable
              
              
              71,854
              
              
              
              832Increase
      in accounts payable - related party
              
              
              16,855
              
              
              
              1,000Net
      cash (used in) provided by operating activities
              
              
              (219,266
              )
              
              
              3,567Cash
      flows from investing activities:Investment
      in non-consolidated entity
              
              
              (3,850,000
              )
              
              
              -Net
      cash used in investing activities
              
              
              (3,850,000
              )
              
              
              -Cash
      flows from financing activities:Proceeds
      from sale of common stock
              
              
              3,768,357
              
              
              
              1,000Issuance
      costs
              
              
              (376,836
              )
              
              
              -Distributions
              
              
              (4,794
              )
              
              
              -Proceeds
      from minority interest holders
              
              
              -
              
              
              
              1,001,000Net
      cash provided by financing activities
              
              
              3,386,727
              
              
              
              1,002,000Net
      (decrease) increase in cash and cash equivalents
              
              
              (682,539
              )
              
              
              1,005,567Cash
      and cash equivalents, beginning of period
              
              
              1,019,608
              
              
              
              -Cash
      and cash equivalents, end of period
              
              $
              337,069
              
              
              $
              1,005,567




Supplemental
schedule of noncash investing and financing activities:













~4~
 Table of Contents







REITPLUS,
INC. AND SUBSIDIARY








NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008


(unaudited)







1.           ORGANIZATION
AND NATURE OF BUSINESS





REITPlus,
Inc. was formed on April 13, 2007 to acquire a portfolio of retail and
mixed-use properties, including a combination of stabilized, income-producing
properties and value-added opportunities. We are externally managed by REITPlus
Advisor, Inc., a wholly-owned subsidiary of AmREIT (AMEX: AMY). If we meet
qualification requirements, we intend to elect to be treated as a real estate
investment trust, or REIT, for federal income tax purposes for the year ended
December 31, 2008. The use of the words “we,” “us” or “our” refers to REITPlus,
Inc. and its subsidiaries, except where the context otherwise
requires.





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





Our
charter authorizes us to issue 1,050,000,000 shares of capital stock, of
which 1,000,000,000 shares of capital stock are designated as common stock
with a par value of $0.01 per share and 50,000,000 shares of capital stock
are designated as preferred stock with a par value of $0.01 per share. We are
conducting a best efforts initial public offering (the “Offering”), in which we
are offering a maximum of 50,000,000 shares of our common stock for
$10.00 per share to the public and 5,263,158 shares of our common
stock pursuant to our distribution reinvestment plan (“the DRIP”) at
$9.50 per share, aggregating up to $550,000,000, or the maximum
offering.





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. As of June 30,
2008, we had received $3.8 million for the sale of 376,936 shares of common
stock. At June 30, 2008, we owned an investment interest in one property
comprising 616,370 square feet of gross leasable area.  See Subsequent
Events in Note 7.





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Basis
of Presentation




We intend
to operate in an umbrella partnership REIT structure in which REITPlus OP, our
operating partnership, or wholly-owned subsidiaries of our operating
partnership, will own substantially all of the properties acquired on our
behalf. REITPlus, Inc. is the sole general partner of REITPlus OP and, as of
June 30, 2008, owns a 79.37% general partnership interest therein. AmREIT, the
parent of our Advisor, is a limited partner, and, as of June 30, 2008, owns a
20.61% 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 June 30, 2008, AmREIT and REITPlus Holdings, LLC hold a
20.63% minority interest in REITPlus OP that we consolidate as a result of our
controlling 79.37% financial interest in the partnership.  Management
expects our ownership percentage in REITPlus OP to increase significantly as we
invest net proceeds from the Offering in REITPlus OP. Because REITPlus, Inc. is
the sole general partner of REITPlus OP and has unilateral control over its
management and major operating decisions (even if additional limited partners
are admitted to our operating partnership), the accounts of our operating
partnership are consolidated in our consolidated financial statements. All
significant inter-company accounts and transactions have been eliminated in
consolidation.





The
consolidated financial statements included in this report are unaudited;
however, amounts presented in the consolidated balance sheet as of December 31,
2007 are derived from our audited financial statements at that
date.  In our opinion, all adjustments necessary for a fair
presentation of such financial statements have been included.  Such
adjustments consisted of normal recurring items.




Joint
Venture Accounting Policies




The joint
venture in which we invest accounts for real estate acquisitions pursuant to
Statement of Financial Accounting Standards No. 141, BusinessCombinations (SFAS
No. 141). Accordingly, they allocate the purchase price of the acquired
properties to tangible and intangible assets as well as liabilities acquired.
The joint venture computes depreciation using the straight-line method over an
estimated life of up to 50 years for buildings, up to 20 years for site
improvements and over the term of the lease for tenant improvements. The
intangible assets are being amortized over the remaining term of their
respective leases.




Environmental
Exposures




We are
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 currently known environmental matters will not have
a material affect on our 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 Company.





Receivables




Accounts
Receivable-included in accounts receivable are dividends earned on money market
funds but not yet received.




Income
Taxes





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





We
believe that it is not more likely than not that we will realize the tax
benefits associated with our net loss for the six months ended June 30,
2008.  Accordingly, we have fully reserved for any such benefit as of June
30, 2008.  Further, as discussed above, we intend to make an election to be
taxed as a REIT for the year ended December 31, 2008 at which point we will not
be subject to federal income tax provided that we comply with the organizational
and operational requirements.





State-In May 2006, the State of
Texas adopted House Bill 3, which modified the state’s franchise tax structure,
replacing the previous tax based on capital or earned surplus with one based on
margin (often referred to as the “Texas Margin Tax” effective with franchise tax
reports filed on or after January 1, 2008. The Texas Margin Tax is computed by
applying the applicable tax rate (1% for the Partnership) to the profit margin,
which, generally, will be determined for us as total revenue less a 30% standard
deduction. Although House Bill 3 states that the Texas Margin Tax is not an
income tax, we believe that SFAS No. 109, Accounting for Income Taxes,applies to the Texas Margin Tax. We have recorded a Texas Margin Tax
provision of $86 and $0 for the six months ended June 30, 2008 and for the
period from May 16, 2007 (inception) through June 30, 2007,
respectively.





Use of
Estimates




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




~5~
 Table of Contents






Consolidation
of Variable Interest Entities





In
December 2003, the Financial Accounting Standards Board (“FASB”) reissued
Interpretation No. 46, Consolidation of Variable Interest
Entities(FIN No. 46R),as revised.  FIN No. 46R addresses how a business enterprise
should evaluate whether it has a controlling financial interest in an entity
through means other than voting rights.  FIN No. 46R requires a
variable interest entity to be consolidated by a company that is subject to a
majority of the risk of loss from the variable interest entity’s activities or
entitled to receive a majority of the entity’s residual returns or
both.  Disclosures are also required about variable interest entities
in which a company has a significant variable interest but that it is not
required to consolidate.  As of June 30, 2008 and December 31, 2007,
we were not invested in any entities that qualify as variable interest entities
pursuant to FIN No. 46R.




New
Accounting Standards




In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value, establishes a framework for measuring
fair value and requires enhanced disclosures about fair value measurements. SFAS
No. 157 requires companies to disclose the fair value of its financial
instruments according to a fair value hierarchy. Additionally, companies are
required to provide certain disclosures regarding instruments within the
hierarchy, including a reconciliation of the beginning and ending balances for
each major category of assets and liabilities. SFAS No. 157 is effective for our
fiscal year beginning January 1, 2008. The adoption of SFAS No. 157 is not
expected to have a material effect on our results of operations or financial
position.




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 expands
opportunities to use fair value measurement in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. This Statement is effective for fiscal years beginning after
November 15, 2007. We currently do not plan to measure any eligible financial
assets and liabilities at fair value under the provisions of SFAS No.
159.




In
December 2007, the FASB revised SFAS No. 141 (Revised 2007), Business
Combinations (SFAS No. 141R). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, 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.  SFAS No. 141R
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 currently capitalize acquisition costs as part
of the basis of the asset acquired.  Upon effectiveness of SFAS No.
141R we will expense acquisition costs as incurred.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51 (SFAS
No. 160). SFAS No. 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. SFAS No. 160 requires retroactive adoption of
the presentation and disclosure requirements for existing minority interests.
All other requirements of SFAS No. 160 shall be applied prospectively. We
are currently evaluating the potential impact of the adoption of SFAS No.
160 on our consolidated financial statements.




Offering
Costs





Our
Advisor funded all of the organization and offering costs on our behalf. As of
June 30, 2008, we have not reimbursed our Advisor for approximately $1,829,012
of organization and offering costs. The offering costs, which include items such
as legal and accounting fees, marketing, and promotional printing costs will be
treated as a reduction of stockholders’ equity along with sales commissions and
dealer manager fees of 6.75% and 3.25%, respectively (See Note 5).  We
are obligated to reimburse our advisor for organization and offering costs as we
generate proceeds from the Offering.  Organization and offering costs
of $62,456 and $1,766,556, respectively, are being reimbursed to our Advisor
using a first-in, first-out methodology.  Accordingly, organization
costs are being reimbursed prior to any offering costs and are being expensed in
the accompanying statement of operations.  Included in legal and
professional fees is $47,104 of costs related to our organization.




Cash
and Cash Equivalents




For
purposes of the consolidated statements of cash flows, 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.           INVESTMENTS
IN NON-CONSOLIDATED ENTITIES





In May
2008, we acquired a 5.0% interest in AmREIT Shadow Creek Acquisition, LLC
(“Shadow Creek”), which owns a multi-tenant retail property located in Pearland,
Texas with a combined gross leasable area of 616,370 square
feet.   In June 2008, we acquired an additional 2.6% interest in
Shadow Creek.  The ownership interests were acquired at net book
value for $3.9 million from AmREIT Realty Investment Company, an affiliated
AmREIT entity.  The remaining 92.4% is owned by an unaffiliated third
party (80%) and by two affiliated AmREIT entities, AmREIT Monthly Income &
Growth Fund IV, L.P. (10%) and AmREIT Realty Investment Company (2.4%). In July
2008 and August 2008, we acquired an additional 2.0% and 0.4% interest,
respectively, in Shadow Creek from AmREIT Realty Investment
Company.




We report
our investment in this joint venture using the equity method of
accounting.  The joint venture leases space to tenants under
agreements with varying terms. All of the leases are accounted for as operating
leases with revenue being recognized on a straight-line basis over the terms of
the individual leases. The term of existing leases is considered to commence as
of the date that the joint venture acquires the property for purposes of this
calculation.  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).  The
joint venture defers the recognition of contingent or percentage rental income
until the specific targets, as defined in lease agreements, that trigger the
contingent or percentage rental income are achieved. Cost recoveries from
tenants are included in rental income in the period the related costs are
incurred.




Condensed
unaudited financial information for Shadow Creek (at 100%) is summarized as of
and for the six months ended June 30, 2008 as follows:




Condensed
      Balance Sheet
            
            As
      of
              June
      30, 2008(In
      thousands)AssetsReal
      Estate Assets
            
            $
            111,608Other
      assets
            
            
            10,623Total
      Assets
            
            $
            122,231Liabilities
      and partners’ capital:Notes
      payable
            
            $
            65,000Other
      liabilities
            
            
            7,455Partners
      capital
            
            
            49,776Total
      Liabilities and Partners’ Capital
            
            $
            122,231







Condensed
      Statement of Operations
            
            Six
      months ended
              June
      30, 2008(In
      thousands)Total
      revenue
            
            $
            1,847Depreciation
      and amortization expense
            
            
            475Operating
      income (loss)
            
            
            615Net
      income (loss)
            
            $
            (283
            )









~6~
 Table of Contents






4.           STOCKHOLDERS’
EQUITY




Common
Stock




Our
charter authorizes us to issue 1,050,000,000 shares of capital stock, of
which 1,000,000,000 shares of capital stock are designated as common stock
with a par value of $0.01 per share and 50,000,000 shares of capital stock
are designated as preferred stock with a par value of $0.01 per share. We are
offering a 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 had received $3.8
million for the sale of 376,936 shares of common stock as of June 30,
2008.





Share
Redemption Program




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




Incentive
Plan




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





5.           RELATED
PARTY TRANSACTIONS




Our
Advisor funded all of the organization and offering costs on our behalf. As of
June 30, 2008, we have not reimbursed our Advisor for approximately $1,829,012
of organization and offering costs. The offering costs, which include items such
as legal and accounting fees, marketing, and promotional printing costs will be
treated as a reduction of stockholders’ equity along with sales commissions and
dealer manager fees of 6.75% and 3.25%, respectively. Pursuant to the advisor
agreement, we will only reimburse our Advisor for organizational and offering
expenses in an amount equal to 1.25% of the gross proceeds of the Offering
(exclusive of proceeds from the distribution reinvestment
plan).  Organization and offering costs are being reimbursed to our
Advisor using a first-in, first-out methodology.  Accordingly,
organization costs are being reimbursed prior to any offering costs and are
being expensed in the accompanying statement of operations.  Included
in legal and professional fees is $47,104 of costs related to our
organization.





As of
June 30, 2008, we have recorded $160,189 in Accounts Payable – Related Party,
which consists of insurance costs, acquisition costs, and administrative cost
reimbursements associated with our Advisor providing 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. 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 six months ended June 30, 2008 and for the period from May
16, 2007 (inception) through June 30, 2007:




Type of Service
            
            Three
      months ended
              June
      30, 2008
            
            
            For
      the period from May 16, 2007 (inception) through June 30,
    2007
            
            
            Six
      months ended
              June
      30, 2008
            
            
            For
      the period from May 16, 2007 (inception) through June 30,
    2007Securities
      commissions, due diligence and marketing reimbursements (1)
            
            $
            376,836
            
            
            $
            -
            
            
            $
            376,836
            
            
            $
            -Acquisition
      costs
            
            
            189,438
            
            
            
            -
            
            
            
            189,438
            
            
            
            -Administrative
      costs reimbursements
            
            
            27,344
            
            
            
            -
            
            
            
            27,344
            
            
            
            -$
            593,618
            
            
            $
            -
            
            
            $
            593,618
            
            
            $
            -





(1) $254,000 of the
securities commissions paid by us to AmREIT Securities Company, an affiliated
AmREIT entity, was paid to third-party broker dealers.





In
addition to the above fees paid by us, Shadow Creek pays property management,
leasing, acquisition and certain other real estate fees to one of our affiliated
entities. See also Note 3 regarding investments in non-consolidated
entities.





6.           COMMITMENTS
AND CONTINGENCIES




Litigation
- In the ordinary course of business, we may become subject to litigation or
claims. There are no material pending legal proceedings known to be contemplated
against us.




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.


7.  SUBSEQUENT
EVENTS





In July
2008, the Board of Directors approved amending the monthly dividend from 3% per
annum to 5% per annum for the period from August 1, 2008 through September 30,
2008.





In July
2008 and August 2008, we acquired an additional 2.0% and 0.4% interest,
respectively, in Shadow Creek.  The ownership interests were acquired
from AmREIT Realty Investment Company, an affiliated AmREIT
entity.   Due to these additional investments in Shadow Creek, we
now own a 10.0% interest in the multi-tenant retail shopping
center.





~7~
 Table of Contents





Item
2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations





The
use of the words “we,” “us” or “our” refers to REITPlus, Inc. and our
subsidiary, except where the context otherwise requires.





FORWARD-LOOKING
STATEMENTS





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





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





OVERVIEW





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





At June
30, 2008, we owned a 7.6% investment interest in AmREIT Shadow Creek
Acquisition, LLC (“Shadow Creek”), which owns the Shadow Creek Ranch shopping
center, a property comprising 616,370 square feet of gross leasable
area.  In July 2008 and August 2008, we acquired an additional 2.0%
and 0.4% interest, respectively, in Shadow Creek.  The number and type
of properties we may acquire will depend upon real estate market conditions, the
amount of proceeds we raise in our Offering and other circumstances existing at
the time we are acquiring our properties.







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




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. As of June 30,
2008, we had received $3.8 million for the sale of 376,936 shares of common
stock.  This Offering is being made on a “best efforts” basis, whereby
our dealer manager and participating broker-dealers are only required to use
their best efforts to sell shares of our common stock and have no firm
commitment or obligation to purchase any of the shares of our common
stock.  As a result, the amount of proceeds we raise in this offering
may be substantially less than the amount we would need to achieve a broadly
diversified portfolio.  Our inability to raise substantial funds would
limit the number and type of investments we make and would increase our fixed
operating expenses as a percentage of gross income.  Our financial
condition and ability to make distributions could be adversely
affected.





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





We intend
to qualify as a REIT and, thus, make an election under Section 856(c) of
the Code to be taxed as a REIT beginning with the tax year ending
December 31, 2008. If we qualify as a REIT for federal income tax purposes,
we


generally
will not be subject to federal income tax on income that we distribute to our
stockholders. If we fail to qualify as a REIT in any taxable year after the
taxable year in which we initially elect to be taxed as a REIT, we will be
subject to federal income tax on our taxable income at regular corporate rates
and will not be permitted to qualify for treatment as a REIT for federal income
tax purposes for four years following the year in which qualification is denied.
Failing to qualify as a REIT could materially and adversely affect our net
income.





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





Summary of Critical Accounting Policies





The
preparation of the condensed consolidated financial statement information
contained herein requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. Management bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.





An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used, or changes in the accounting estimates that are reasonably likely to
occur periodically, could materially impact the financial
statements.





Investments
in Non-consolidated Entities




We report
our investment in this joint venture using the equity method of
accounting.  The joint venture leases space to tenants under
agreements with varying terms. All leases are accounted for as operating leases
with revenue being recognized on a straight-line basis over the terms of the
individual leases. The term of existing leases is considered to commence as of
the date that the joint venture acquires the property for purposes of this
calculation.  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).  The
joint venture defers the recognition of contingent or percentage rental income
until the specific targets as defined in lease agreements that trigger the
contingent or percentage rental income are achieved. Cost recoveries from
tenants are included in rental income in the period the related costs are
incurred.




Joint
Ventures Accounting Policies




The joint
ventures in which we invest account for real estate acquisitions pursuant to
Statement of Financial Accounting Standards No. 141, BusinessCombinations (SFAS
No. 141). Accordingly, they allocate the purchase price of the acquired
properties to tangible and intangible assets as well as liabilities acquired.
The joint ventures compute depreciation using the straight-line method over an
estimated life of up to 50 years for buildings, up to 20 years for site
improvements and over the term of the lease for tenant improvements. The
intangible assets are being amortized over the remaining term of their
respective leases.


~8~
 Table of Contents






Offering
Costs





Our
Advisor funded all of the organization and offering costs on our behalf. As of
June 30, 2008, we have not reimbursed our Advisor for approximately $1,829,012
of organization and offering costs. The offering costs, which include items such
as legal and accounting fees, marketing, and promotional printing costs will be
treated as a reduction of stockholders’ equity along with sales commissions and
dealer manager fees of 6.75% and 3.25%, respectively. (See Note 5.)




We are
obligated to reimburse our advisor for organization and offering costs as we
generate proceeds from the Offering.  Organization and offering costs
are being reimbursed to our Advisor using a first-in, first-out
methodology.  Accordingly, organization costs are being reimbursed
prior to any offering costs and are being expensed in the accompanying statement
of operations.  Included in legal and professional fees is $47,104 of
costs related to our organization.




Results of
Operations





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. As of June 30,
2008, we had received $3.8 million for the sale of 376,936 shares of common
stock.  On May 12, 2008, we acquired a 5% investment interest Shadow
Creek and in June 2008 acquired another 2.6% interest.





We report
our investments in joint ventures under the equity method of
accounting.





For
the Three and Six Months Ended June 30, 2008





Loss From Non-Consolidated
Entity.  Loss from non-consolidated entity of approximately
$20,000 represents our ownership portion of Shadow Creek’s net loss for the
period from our acquisition (May 12, 2008) through June 30,
2008.





General & Administrative.
General and administrative expenses of approximately $111,000 consist of
insurance expenses and directors’ fees.We became
obligated for and recognized $65,000 of such costs upon commencement of our
principal operations on April 22, 2008, $21,000 of which were incurred by our
Advisor during the period from May 16, 2007 (inception) through December 31,
2007.





General & Administrative –
Related Party. General and administrative expenses owed to our Advisor of
approximately $27,000 primarily represented reimbursements to our advisor for
their costs incurred in providing financial reporting services to
us.





Legal & Professional Fees.Legal and professional fees of approximately $130,000 consisted of audit
fees and organization costs.  The organization costs represent legal
fees that were incurred by our Advisor on our behalf.  We became
obligated for and recognized $106,000 of such costs upon commencement of our
principal operations on April 22, 2008, $58,000 of which were incurred by our
Advisor during the period from May 16, 2007 (inception) through December 31,
2007.





Interest
Income.  Interest income increased approximately $2,000 to
approximately $4,000 for the three months ended June 30, 2008 and increased
approximately $7,000 to approximately $10,000 for the six months ended June 30,
2008.   These increases were primarily attributable to a higher
balance invested in government security money market accounts as a result of our
ongoing Offering and related receipt of proceeds from the sale of common stock
to investors.





Liquidity
and Capital Resources




We expect
to meet our short-term liquidity requirements with cash on hand as well as
through net cash provided by property operations and cash provided through
financing activities.  We expect to meet our long-term liquidity
requirements through net proceeds from the sale of our stock, proceeds from
secured or unsecured financings from banks and other lenders, the selective and
strategic sale of properties and net cash flows from
operations.   Until we acquire 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.




As of
June 30, 2008 and December 31, 2007, our cash and cash equivalents totaled
approximately $337,000 and approximately $1.0 million, respectively. Cash flows
provided by (used in) operating activities, investing activities and financing
activities for the six months ended June 30, 2008 and for the period from May
16, 2007 (inception) through June 30, 2007 are as follows (in
thousands):








Six months ended
              June 30,
      2008
            
            
            For the period from
      May 16, 2007 (inception) through June 30, 2007Operating
      activities
            
            $
            (219
            )
            
            $
            4Investing
      activities
            
            $
            (3,850
            )
            
            $
            -Financing
      activities
            
            $
            3,387
            
            
            $
            1,002






Net cash
flows used in operating activities increased approximately $223,000 to
approximately $219,000 in net cash outflows for the six months ended June 30,
2008 compared to approximately $4,000 in net cash inflows for the period from
May 16, 2007 (inception) through June 30, 2007.  This increase in
operating outflows is primarily attributable to an increase of $185,000 in the
net loss before amortization, loss from non-consolidated entity and minority
interest in loss of consolidated subsidiary during the 2008 period.  This
increase in operating outflows was coupled with a $38,000 net decrease in
working capital cash flows.  This net working capital decrease was
comprised primarily of a $128,000 paid for directors’ and officers’ insurance
which was partially offset by an $87,000 increase in accounts payable related to
operating costs incurred, but not paid for as of June 30, 2008.





Net cash
flows used in investing activities increased approximately $3.9 million for the
six months ended June 30, 2008 as compared to no cash outflows for the period
from May 16, 2007 (inception) through June 30, 2007. This increase was due to
our investment interest in Shadow Creek.





Net cash
flows provided by financing activities increased approximately $2.4 million to
$3.4 million for the six months ended June 30, 2008 compared to approximately
$1.0 million for the period from May 16, 2007 (inception) through June 30, 2007.
This increase was attributable to our capital-raising activities during the 2008
period.  We raised $3.4 million (net of $377,000 of issuance costs)
during 2008 compared to $1.0 million in 2007 which represented a contribution
from our affiliated entity, AmREIT, in conjunction with our formation on May 16,
2007.  This increase was partially offset by an increase in
distributions of approximately $5,000 during the 2008 period.  We made
no distributions in the 2007 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.





Distributions





As of
June 30, 2008, none of our distributions paid were funded from
operations.





Funds from
Operations





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





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. As of June 30,
2008, we had received $3.8 million for the sale of 376,936 shares of common
stock. At June 30, 2008, we owned an investment interest in one property
comprising 616,370 square feet of gross leasable area which we acquired on May
12, 2008.  Below is the calculation of FFO and the reconciliation to
net income, which we believe is the most comparable GAAP financial measure to
FFO:





Three
      months ended
              June
      30, 2008
            
            
            For
      the period from May 16, 2007 (inception) through June 30,
    2007
            
            
            Six
      months ended
              June
      30, 2008
            
            
            For
      the period from May 16, 2007 (inception) through
              June
      30, 2007Net
      income (loss)
            
            $
            (278,390
            )
            
            $
            1,735
            
            
            $
            (275,071
            )
            
            $
            1,735Adjustments
      for non-consolidated entity
            
            
            10,503
            
            
            
            -
            
            
            
            10,503
            
            
            
            -Total
      Funds From Operations
            
            $
            (267,887
            )
            
            $
            1,735
            
            
            $
            (264,568
            )
            
            $
            1,735





~9~
 Table of Contents
   Subsequent
Events





Property
Acquisitions





In July
2008 and August 2008, we acquired an additional 2.0% and 0.4% interest,
respectively, in Shadow Creek.  The ownership interests were acquired
from AmREIT Realty Investment Company, an affiliated AmREIT
entity.   Due to these additional investments in Shadow Creek, we
now own a 10.0% interest in the multi-tenant retail shopping
center.





Distributions





We have
paid approximately $5,000 to stockholders as of June 30, 2008.  In
July 2008, the Board of Directors approved amending the monthly dividend from 3%
per annum to 5% per annum for the period from August 1, 2008 through September
30, 2008.





Item 3.  Quantitative and Qualitative
Disclosures about Market Risk





The
information called for by this item is provided elsewhere herein and in “Item
7A.  Quantitative and Qualitative Disclosures about Market Risk” in
our Annual Report on Form 10-K for the year ended December 31,
2007.  There have been no material changes in market risk from the
information provided under Item 7A in our Annual Report on Form 10-K for the
year ended December 31, 2007.





As of
June 30, 2008, we had no debt outstanding and currently do not use derivative
financial instruments as part of our interest rate risk management
approach.





Item 4.  Controls and
Procedures





Evaluation
of Disclosure Controls and Procedures





Under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) as of June 30,
2008.  Based on that evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of June 30,
2008.





Changes
in Internal Control





There has
been no change to our internal control over financial reporting during the
quarter ended June 30, 2008 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





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





Item
1A.  Risk Factors





In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2007, for a full discussion of risk
factors, which could materially affect our business, financial condition or
future results.  The risks described in our Annual Report on Form 10-K
are not the only risks facing us.  Additional risks and uncertainties
not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or our future
results.





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





Not
applicable.





Item
5.  Other Information





None.





Item 6.
Exhibits





(a)  The
following exhibits are filed or furnished as part of this report.





Exhibit Number
            Description3.1
            Articles
      of Amendment and Restatement of REITPlus, Inc. (incorporated by reference
      to Exhibit 3.3 to Pre-Effective Amendment No. 3 to the Company's
      Registration Statement on Form S-11 (File No. 333-143515), filed on
      November 1, 2007).3.1.1
            Articles
      of Amendment to the Articles of Amendment and Restatement of REITPlus,
      Inc. (incorporated by reference to Post-Effective Amendment No. 1 to the
      Company’s Registration Statement on Form S-11 (File No. 333-143515), filed
      on April 24, 2008 (“Post-Effective Amendment No. 1)).3.2
            Amended
      and Restated Bylaws of REITPlus, Inc. (incorporated by reference to
      Exhibit 3.2 to Pre-Effective Amendment No. 1 to the Company's Registration
      Statement on Form S-11 (File No. 333-143515), filed on July 20,
      2007.31.1
            Certification
      pursuant to Rule 13a-14(a) of Chief Executive Officer dated August 14,
      2008 (filed herewith).31.2
            Certification
      pursuant to Rule 13a-14(a) of Chief Financial Officer dated August 14,
      2008 (filed herewith).32.1
            Chief
      Executive Officer certification pursuant to 18 U.S.C. Section 1350,
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (furnished herewith).32.2
            Chief
      Financial Officer certification pursuant to 18 U.S.C. Section 1350,
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (furnished herewith).





~10~
 Table of Contents





SIGNATURES





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







REITPlus,
Inc.


(Registrant)







Date:
August 14, 2008





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










~11~
 Table of Contents








EXHIBIT
31.1








SARBANES-OXLEY
SECTION 302(a) CERTIFICATION





I, H.
Kerr Taylor, certify that:




1.
            I
      have reviewed this quarterly report on Form 10-Q of REITPlus,
      Inc.;




2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;




3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the consolidated financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this
      report;




4.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and we
  have:




a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;




b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;




c)
            Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluation;
  and




d)
            Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and




5.
            The
      registrant’s other certifying officer(s) and I have disclosed, based on
      our most recent evaluation of internal controls over financial reporting,
      to the registrant’s auditors and the audit committee of registrant’s board
      of trust managers (or persons performing the equivalent
      functions):




a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and




b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.




Date:
            August
      14, 2008
            
            By:
            /s/
      H. Kerr Taylor, President and Chief Executive
  Officer









Table of Contents





EXHIBIT
31.2








SARBANES-OXLEY
SECTION 302(a) CERTIFICATION





I, Chad
C. Braun, certify that:




1.
            I
      have reviewed this quarterly report on Form 10-Q of REITPlus,
      Inc.;




2.
            Based
      on my knowledge, this report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;




3.
            Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the consolidated financial condition, results of operations and cash flows
      of the registrant as of, and for, the periods presented in this
      report;




4.
            The
      registrant’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f) for the registrant and we
  have:




a)
            Designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;




b)
            Designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;




c)
            Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of
      the disclosure controls and procedures, as of the end of the period
      covered by this report based on such evaluation;
  and




d)
            Disclosed
      in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent
      fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
      annual report) that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting; and




5.
            The
      registrant’s other certifying officer(s) and I have disclosed, based on
      our most recent evaluation of internal controls over financial reporting,
      to the registrant’s auditors and the audit committee of registrant’s board
      of trust managers (or persons performing the equivalent
      functions):




a)
            All
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the registrant’s ability to record,
      process, summarize and report financial information;
  and




b)
            Any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal control
      over financial reporting.




Date:
            August
      14, 2008
            
            By:
            /s/
      Chad C. Braun, Executive Vice President, Chief Financial Officer and
      Treasurer











Table of Contents





EXHIBIT
32.1








CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002





In
connection with the Quarterly Report of REITPlus, Inc. (“REITPlus”) on
Form 10-Q for the period ended June 30, 2008, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, H. Kerr Taylor,
President and Chief Executive Officer, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:




1.
            The
      Report fully complies with the requirements of section 13(a) or
      15(d), as applicable, of the Securities Exchange Act of 1934;
      and




2.
            The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.







Date:
            August
      14, 2008
            
            By:
            /s/
      H. Kerr Taylor, President and Chief Executive
  Officer











Table of Contents





EXHIBIT
32.2








CERTIFICATION
PURSUANT TO




18 U.S.C.
SECTION 1350,




AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002




In
connection with the Quarterly Report of REITPlus, Inc. (“REITPlus”) on
Form 10-Q for the period ended June 30, 2008, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Chad C. Braun,
Executive Vice President, Chief Financial Officer and Treasurer, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:




1.
            The
      Report fully complies with the requirements of section 13(a) or
      15(d), as applicable, of the Securities Exchange Act of 1934;
      and




2.
            The
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.







Date:
            August
      14, 2008
            
            By:
            /s/
      Chad C. Braun, Executive Vice President, Chief Financial Officer and
      Treasurer