##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-Q

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|  
|   |  | For the quarterly period ended
    September 30, 2004                                       
|  
|or
|  
|o  |  | 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 333-112750



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A REIT, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                        |  |                                                         
|----------------------------------------------------------------------- |  | --------------------------------------------------------
|Maryland                                                                |  | 20-0615133                                              
|(State or other jurisdiction of
    incorporation or organization)      |  | (I.R.S. Employer
    Identification No.)                
|                                                                       
|1551 N. Tustin Avenue,
    Suite 200                                    |  | (877) 888-7348                                          
|Santa Ana, California 92705(Address of principal executive
    offices) |  | (Registrants telephone number,
    including area code)

N/A

(Former name)


Indicate
by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 þ          No o

Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange
Act).     Yes o          No þ

As
of November 16, 2004, there were no shares of common stock
of A REIT, Inc. outstanding.



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A REIT, INC.

FORM 10-Q

INDEX

|                                   |  |                                                                                                                              |    |  |    | 
|---------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART I 
    FINANCIAL INFORMATION
|Item 1.                            |  | Financial Statements                                                                                                         |    |  | 2  | 
|                                   |  | Consolidated Balance Sheets
    as of September 30, 2004 and January 23, 2004 (date of
    inception) (Unaudited)            |    |  | 3  | 
|                                   |  | Consolidated Statement of
    Cash Flows From January 23, 2004 (the date of Inception) to
    September 30, 2004 (Unaudited) |    |  | 4  | 
|                                   |  | Notes to Condensed
    Consolidated Financial Statements                                                                     |    |  | 5  | 
|Item 2.                            |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations                                    |    |  | 12 | 
|Item 3.                            |  | Qualitative and Quantitative
    Disclosure About Market Risks                                                               |    |  | 17 | 
|Item 4.                            |  | Controls and Procedures                                                                                                      |    |  | 17 | 
|PART II  OTHER
    INFORMATION   
|Item 1.                            |  | Legal Proceedings                                                                                                            |    |  | 18 | 
|Item 2.                            |  | Changes in Securities and
    Use of Proceeds                                                                                |    |  | 18 | 
|Item 3.                            |  | Defaults Upon Senior
    Securities                                                                                          |    |  | 19 | 
|Item 4.                            |  | Other Information                                                                                                            |    |  | 19 | 
|Item 5.                            |  | Exhibits and Reports on
    Form 8-K                                                                                         |    |  | 19 | 
|Signatures                         |  |                                                                                                                              | 20 | 
|EXHIBIT 31.1                      
|EXHIBIT 31.2                      
|EXHIBIT 32.1                      
|EXHIBIT 32.2                      



1



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##### Table of Contents



A REIT, INC.



PART I  FINANCIAL INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

The Companys Registration Statement on
Form S-11/A was declared effective on September 17,
2004 by the Securities and Exchange Commission
(SEC). The Company has not yet commenced active
operations and, subject to the suspension of the Offering
(Note 7), does not intend to begin operations until the
Company has sold at least the minimum offering amount of 200,000
shares of common stock. The accompanying September 30, 2004
financial statements of the Company required to be filed with
this Form 10-Q Quarterly Report were prepared by management
without audit and commence on the following page, together with
the related Notes. In the opinion of management, these interim
financial statements present fairly the financial condition,
results of operations and cash flows of the Company, but should
be read in conjunction with the consolidated balance sheet of
the Company for the quarter ended June 30, 2004, included
in the Companys Registration Statement previously filed
with the SEC.

2



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##### Table of Contents



A REIT, INC.



CONSOLIDATED BALANCE SHEETS


|                                                                                                  |  |               |         |                     |  |   |     | 
|------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ------------------- |  | - | --- | 
|                                                                                                  |  | September 30, |         | January 23, 2004   
|                                                                                                  |  | 2004          |         | (date of inception)
|                                                                                                  |  |               |         |                    
|                                                                                                  |  | (Unaudited)   |         |                    
|ASSETS                                                                                           
|Cash and cash equivalents                                                                         |  | $             | 369,100 |                     |  | $ | 100 | 
|Restricted cash                                                                                   |  |               | 27,000  |                     |  |   |    | 
|                                                                                                  |  |               |         |                     |  |   |     | 
|Total assets                                                                                      |  | $             | 396,100 |                     |  | $ | 100 | 
|                                                                                                  |  |               |         |                     |  |   |     | 
|                                                                                                 
|LIABILITIES AND SHAREHOLDERS
    EQUITY                                                         
|Accounts payable  related party                                                                  |  | $             | 169,000 |                     |  | $ |    | 
|Subscription liability                                                                            |  |               | 27,000  |                     |  |   |    | 
|                                                                                                  |  |               |         |                     |  |   |     | 
|                                                                                                  |  |               | 196,000 |                     |  |   |    | 
|Minority interests                                                                                |  |               | 200,000 |                     |  |   |    | 
|Commitments and contingencies (Note 6)                                                            |  |               |         |                     |  |   |     | 
|Shareholders equity:                                                                             |  |               |         |                     |  |   |     | 
|Preferred stock, $.01 par value,
    10,000,000 shares authorized; none issued and outstanding    |  |               |         |                     |  |   |     | 
|Common stock, $.01 par value; 105,000,000 shares
    authorized; 10 shares issued and outstanding |  |               |        |                     |  |   |    | 
|Additional paid-in capital                                                                        |  |               | 100     |                     |  |   | 100 | 
|                                                                                                  |  |               |         |                     |  |   |     | 
|Total shareholders equity                                                                        |  |               | 100     |                     |  |   | 100 | 
|                                                                                                  |  |               |         |                     |  |   |     | 
|Total liabilities and shareholders equity                                                        |  | $             | 396,100 |                     |  | $ | 100 | 
|                                                                                                  |  |               |         |                     |  |   |     | 

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

3



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##### Table of Contents



A REIT, INC.



CONSOLIDATED STATEMENT OF CASH FLOWS


(Unaudited)


|                                                    |                                           |                        |         |         | 
|--------------------------------------------------- | ----------------------------------------- | ---------------------- | ------- | ------- | 
|                                                    |                                           | From January 23, 2004 
|                                                    |                                           | (date of inception) to
|                                                    |                                           | September 30, 2004    
|                                                    |                                           |                       
|Net Income                                          |                                           | $                      |        |        
|CASH FLOWS FROM FINANCING ACTIVITIES                |                                           |                        |         |        
|Restricted cash  equity impounds                   |                                           |                        | (27,000 | )      
|Advances from Advisor                               |                                           |                        | 169,000 |        
|Contributions from Minority Shareholders            |                                           |                        | 200,000 |        
|Issuance of common stock, net                       |                                           |                        | 100     |        
|Subscription liability                              |                                           |                        | 27,000  |        
|                                                    |                                           |                        |         |        
|                                                    | Net cash provided by financing activities |                        |         | 369,100 | 
|                                                    |                                           |                        |         |        
|NET INCREASE IN CASH AND CASH
    EQUIVALENTS       |                                           |                        | 369,100 |        
|CASH AND CASH EQUIVALENTS 
    beginning of period |                                           |                        |        |        
|                                                    |                                           |                        |         |        
|CASH AND CASH EQUIVALENTS  end of
    period       |                                           | $                      | 369,100 |        
|                                                    |                                           |                        |         |        

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

4



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##### Table of Contents



A REIT, INC.



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


1.     Organization
and Description of Business

A REIT, Inc. (the Company), was
incorporated on January 23, 2004 under the laws of the
State of Maryland. If the Company meets the qualification
requirements, it intends to elect to be treated as a real estate
investment trust (REIT) for federal income tax
purposes. As of September 30, 2004, the Company does not
own any properties. The Company intends to invest in automotive,
aviation and aerospace related office, retail, industrial and
service properties in major metropolitan markets throughout the
United States which generally have a population in excess of
500,000 persons.

The activities of the Company to date have
focused primarily on raising equity capital and establishing a
corporate infrastructure to support planned operations.
Accordingly, the Company is considered to be a development stage
enterprise as of September 30, 2004.

The Company is externally advised by Triple Net
Properties, LLC (the Advisor), which is primarily
responsible for managing the day-to-day operations and assets of
the Company. The Company and the Advisor entered into an
advisory agreement (the Advisory Agreement) which
has a one year term that expires on August 2, 2005, and is
subject to successive one-year renewals. The Advisor is
affiliated with the Company in that the two entities have common
officers and directors, some of whom also own an equity interest
in the Advisor. (See Note 4).

Pursuant to a Registration Statement on
Form S-11/A under the Securities Act of 1933, as amended,
the Company offered for sale to the public on a best
efforts basis a minimum of 200,000 and a maximum of
100,000,000 shares of its common stock at a price of $10 per
share (the Offering) and up to 5,000,000 additional
shares pursuant to a distribution reinvestment plan (the
DRIP) under which the Companys stockholders
may elect to have dividends reinvested in additional shares of
the Companys common stock at $9.50 per share. The
Registration Statement was declared effective by the Securities
and Exchange Commission (SEC) on September 17,
2004. As discussed in the Registration Statement, the Company
plans to use the net proceeds of the Offering primarily to
acquire ownership interests in real estate properties. The
Company intends to finance its property acquisitions with a
combination of net proceeds from the offering and debt secured
by the acquired properties. On November 11, 2004, the Board
of Directors determined to suspend the public offering of shares
of common stock (see Note 7).

Concurrent with the commencement of the Offering,
the Company adopted an incentive stock option plan for officers,
employees, consultants and non-officer directors. (See
Note 3 below.)

The Company intends to own all of its interests
in properties acquired through its majority-owned subsidiary, A
REIT, L.P., a Maryland limited partnership (the Operating
Partnership), and conduct substantially all of its
operations through the Operating Partnership. As of
September 30, 2004, the Company was the sole general
partner of the Operating Partnership and owned 100% of the
equity interests therein, except for 100 incentive non-voting
ownership units issued to the Advisor. The incentive units
entitle the Advisor to receive certain incentive distributions
of operating cash flow after a minimum 8% return on invested
capital has been paid to the Companys holders of common
stock. In addition, the Advisor is entitled to incentive
distributions from net proceeds from the sale of properties
after the Companys stockholders have received their
invested capital, as defined, plus an 10% return on such
invested capital.

2.     Summary of
Significant Accounting Policies



| |                      
| | ---------------------
| | Basis of Presentation

The accompanying consolidated financial
statements include the accounts of the Company, the Operating
Partnership and the wholly owned subsidiaries of the Operating
Partnership; all material

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##### Table of Contents



A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

intercompany transactions and account balances
have been eliminated in consolidation. All references to the
Company include the Operating Partnership and its subsidiaries.



| |                       
| | ----------------------
| | Interim Financial Data

The accompanying interim financial statements
have been prepared by the Companys management in
accordance with accounting principles generally accepted in the
United States of America (GAAP) and in conjunction
with the rules and regulations of the SEC. Certain information
and footnote disclosures required for annual financial
statements have been condensed or excluded pursuant to SEC rules
and regulations. Accordingly, the interim financial statements
do not include all of the information and footnotes require by
GAAP for complete financial statements. The accompanying
financial information reflects all adjustments, which are, in
the Companys opinion, of a normal recurring nature and
necessary for a fair presentation of the Companys
financial statement for the interim periods. No financial
statements have been presented for the corresponding periods in
2003 since the Company did not commence operations until 2004.



| |                 
| | ----------------
| | Use of Estimates

The preparation of the Companys financial
statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of
the assets and liabilities. Actual results could differ from
those estimates.

3.     Stockholders
Equity



| |             
| | ------------
| | Common Stock

As of September 30, 2004, the Company had
issued 10 shares of its common stock for aggregate gross
proceeds before offering costs and selling commissions totaling
$100 pursuant to its initial public offering.



| |                                               
| | ----------------------------------------------
| | Distribution Reinvestment Program
    (DRIP)

At the time of the Offering, the Company adopted
the DRIP that allows Company stockholders to purchase additional
common stock in the Company through reinvestment of dividends,
subject to certain conditions. The Company registered and
reserved 5,000,000 shares for distribution pursuant to the
DRIP in its Offering.



| |                         
| | ------------------------
| | Share Repurchase Program

The Companys Board of Directors has
approved (but delayed the effectiveness of) a share repurchase
plan (the Repurchase Plan). The Repurchase Plan
would provide eligible stockholders with limited, interim
liquidity by enabling them to request the repurchase of their
common stock by the Company subject to various limitations. The
Company will not adopt the Repurchase Plan until the earlier of
(i) the completion or termination of the Offering, which
may last until September 17, 2006 and receipt of formal or
informal relief from the issuer tender offer rules or
(ii) receipt by the Company from the SEC of exemptive
relief from rules restricting issuer purchases during
distributions and receipt of formal or informal relief from the
issuer tender offer rules, which exemption the Company may never
obtain. Repurchases, if any, are made at the sole discretion of
the Board of Directors. To be eligible to request a repurchase,
a stockholder must offer for resale at least 25% of the total
number of shares of common stock owned and must have owned the
common stock for at least one year.

The price paid by the Company for each
repurchased share of common stock varies in accordance with the
terms of the Repurchase Plan. Repurchases, if any, will be
effected by the Company on or about

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##### Table of Contents



A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the last day of each calendar quarter. Funding
for the Repurchase Plan comes from the Companys operations
and the DRIP.



| |                   
| | ------------------
| | Stock Option Plans

In June 2004, the Company adopted the 2004
Incentive Award Plan (the 2004 Plan), to provide for
equity awards to Company officers, employees, non-officer
directors and consultants. The 2004 Plan authorizes the grant to
Company employees of options intended to qualify as incentive
stock options under Section 422 of the Internal Revenue
Code of 1986, as amended. The 2004 Plan also authorizes the
grant of awards consisting of nonqualified stock options,
restricted stock, stock appreciation rights (SARs)
and other awards, including cash bonuses. The shares of common
stock subject to the 2004 Plan will be Company common stock. The
maximum number of shares which may be subject to options, stock
purchase rights, SARs and other awards granted under the 2004
Plan to any individual in any calendar year may not exceed
250,000 shares. In addition, the maximum amount of cash
that may be paid as a cash bonus to any individual in any
calendar year is $1,000,000. The Board of Directors or a
committee of the Board of Directors appointed to administer the
2004 Plan will have the authority in its discretion to
appropriately adjust: (i) the aggregate number of shares of
Company common stock subject to the 2004 Plan; (ii) the
number and kind of shares of Company common stock subject to
outstanding awards under the 2004; and (iii) the price per
share of outstanding options, stock purchase rights, SARs and
other awards. The 2004 Plan was approved by the Board of
Directors at a meeting held on June 29, 2004.

Each of the Companys current non-officer
directors received an automatic grant of 5,000 shares of
restricted stock on September 17, 2004, the effective date
of the Offering, and will receive an automatic grant of 5,000
shares of restricted stock at each annual meeting of the
Companys stockholders thereafter. To the extent allowed by
applicable law, the non-officer directors will not be required
to pay any purchase price for these grants of restricted stock.
The restricted stock will vest in equal annual installments over
five years from the date of grant. The amount of compensation
expense for the period presented was immaterial and accordingly,
no expense was recorded.

4.     Related Party
Transactions



| |                   
| | ------------------
| | Advisory Agreement



| |              
| | -------------
| | Advisory Fees

The Advisory Agreement between the Company and
the Advisor, was adopted by the Board of Directors for a
one-year term effective August 20, 2004. Under the terms of
the Advisory Agreement, the Advisor has responsibility for the
day-to-day operations of the Company, administers the
Companys accounting and bookkeeping functions, serves as a
consultant in connection with policy decisions to be made by the
Companys Board of Directors, manages the Companys
property and renders other property-level services deemed
appropriate by the Companys Board of Directors. The
Advisor bears expenses incurred for the performance of its
services and is entitled to reimbursement subject to certain
limitations. Fees and costs reimbursed to the Advisor cannot
exceed the greater of 2% of average invested assets, as defined,
or 25% of net income for the previous four consecutive quarters
as defined. As of September 30, 2004, the Company had not
exceeded the limitations. There were no amounts incurred or paid
to the Advisor for services provided during the period ended
September 30, 2004.



| |                        
| | -----------------------
| | Incentive Distributions

The Advisor owns non-voting incentive performance
units in A REIT, L.P., the Companys Operating Partnership
and is entitled to incentive distributions of operating cash
flow after the Companys

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A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

stockholders have received an 8% annual return on
their invested capital. No incentive distributions were made to
the Advisor for the period ended September 30, 2004.



| |                        
| | -----------------------
| | Real Estate Commissions

Triple Net Properties Realty,
Inc.(Realty), an affiliate of our Advisor, will
serve as the Companys broker in property acquisitions and
may receive a real estate commission or acquisition fee from the
seller of a property or the Company equal to 3% of the purchase
price of the property. The reimbursement of acquisition
expenses, real estate commissions and acquisition fees cannot
exceed 6% of the purchase price for a property. As there were
not any properties purchased as of September 30, 2004,
there were no real estate commissions paid to Realty.



| |                        
| | -----------------------
| | Property Management Fee

Realty serves as the property manager of the
Companys properties and will receive 5% of the gross
income generated by the properties, some of which may be
re-allowed to a third party property manager. As there were not
any properties acquired as of September 30, 2004, there
were not any property management fees paid to Realty.



| |                  
| | -----------------
| | Offering Expenses



| |                    
| | -------------------
| | Selling Commissions

NNN Capital Corp., the dealer manager of the
offering (the Dealer Manager), which is solely owned
by Anthony Thompson, the Companys President and Chief
Executive Officer, will receive selling commissions of 6.75% of
the aggregate gross offering proceeds from the Offering. The
Dealer Manager may reallow its commissions in the amount of up
to 6.75% to participating broker dealers. The Dealer Manager
will begin receiving selling commissions once subscriptions for
the minimum number of shares are received and accepted by the
Company, therefore, the Dealer Manager has not received selling
commissions for the period ended September 30, 2004.



| |                                                           
| | ----------------------------------------------------------
| | Marketing and Due Diligence Expense
    Reimbursement Fees

The Dealer Manager will receive marketing and due
diligence expense reimbursement fees of up to 2.25% of the
aggregate gross offering proceeds from the Offering. The Dealer
Manager may reallow up to 0.5% of the marketing fees and 0.5% of
the due diligence expense reimbursement to participating broker
dealers. The Dealer Manager will begin receiving marketing and
due diligence expense reimbursement fees once subscriptions for
the minimum number of shares are received and accepted by the
Company, therefore, the Dealer Manager has not received
marketing and due diligence expense reimbursement fees for the
period ended September 30, 2004.



| |                                   
| | ----------------------------------
| | Organization and Offering Expenses

The Advisor bears some of the Companys
organization and offering costs during the Offering. The Company
estimates the Advisor will be reimbursed for actual expenses
incurred for approximately 1.75% of the aggregate gross offering
proceeds from the Offering. The Advisor incurred $804,000 of
organization and offering expenses on behalf of the Company and
was not reimbursed for any organization and offering expenses
for the period ended September 30, 2004. These costs are
not recorded in the financial statements of the Company because
such costs are not a liability of the Company until the
subscriptions for the minimum number of shares of common stock
are received and accepted by the Company. When recorded by the
Company, organizational and offering costs will be expensed as
incurred, and third party

8



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##### Table of Contents



A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

offering costs will be deferred and charged to
stockholders equity as such amounts are reimbursed to the
Advisor or its affiliates from the gross proceeds of the
Offering.



| |                               
| | ------------------------------
| | Related Party Accounts Payable

As of September 30, 2004, the Company
received advances from the Advisor of $169,000 and recorded such
advances as accounts payable to a related party.



|   |                   
|-- | ------------------
|5. | Minority Interests

Minority interests represent the common and
preferred limited partnership interests in the Operating
Partnership. The Company will be the sole general partner of the
Operating Partnership and, except as described in the following
sentence, will own 100% of the equity interests therein. The
Advisor, is a special limited partner in the Operating
Partnership which entitles the Advisor to receive certain
incentive distributions after a minimum 8% return (as defined)
has been paid to the Companys stockholders. The Advisor is
affiliated with the Company in that the two entities have common
officers and directors, some of whom also own an equity interest
in the Advisor. The business of the Company will be managed by
the Advisor.



|   |                              
|-- | -----------------------------
|6. | Commitments and Contingencies

SEC Investigation

On September 16, 2004, the Company, Triple
Net Properties, LLC, or Triple Net, were advised by the SEC that
the SEC is conducting an investigation captioned In the
matter of Triple Net Properties, LLC. The SEC has requested
information from Triple Net related to (i) the nature and
scope of disclosure in securities offerings (including offerings
by G REIT, T REIT and A REIT) and (ii) the
applicable exemption from the registration requirements of the
Securities Act of 1933, for the private offerings in which
Triple Net and its affiliated entities were involved. In
addition, the SEC has requested financial information regarding
these REITs as well as the limited liability companies advised
by Triple Net. The Company and Triple Net intend to cooperate
fully with the SEC in its investigation.



| |           
| | ----------
| | Litigation

The Company is not presently subject to any
material litigation nor, to the Companys knowledge, is any
material litigation threatened against it which if determined
unfavorably to the Company would have a material adverse effect
on the Companys cash flows, financial condition or results
of operations. The Company may be involved in numerous routine
legal proceedings related to its operations. While the ultimate
disposition of each proceeding is not determinable, the Company
does not believe that any such proceedings will have a material
adverse effect on its financial condition or results of
operations.



| |      
| | -----
| | Other

The Companys commitments and contingencies
include the usual obligations of real estate owners and
operators in the normal course of business. In the opinion of
management, these matters are not expected to have a material
impact on the Companys consolidated financial position and
results of operations.

9



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##### Table of Contents



A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|   |                  
|-- | -----------------
|7. | Subsequent Events



| |                           
| | --------------------------
| | Suspension of the Offering

On November 11, 2004, the Board of
Directors, due to the changing market conditions and SEC
investigation, determined to suspend the public offering of
shares of common stock. As of November 11, 2004, the
Company has not sold the minimum offering of 200,000 shares of
common stock aggregating at least $2,000,000 required to break
escrow and accept subscriptions in accordance with the
prospectus. As such, none of the shares of common stock will be
sold and all funds tendered to the escrow agent will be refunded
in full to each subscriber, plus interest income earned and
without deduction for escrow expenses, in accordance with the
prospectus. As of November 11, 2004, $1,908,000 of
subscriptions were held in the escrow account and will be
refunded in full to each subscriber plus interest. Since escrow
funds will be returned and no shares of common stock issued,
there will be no stock outstanding as of the previously declared
November 30, 2004 record date and, therefore, no
distributions will be paid. Our Board of Directors will continue
to meet and evaluate our companys options on a quarterly
basis, including reopening or terminating the offering.

In conjunction with the decision to suspend the
Offering, the Board of Directors determined that the Company
will not acquire the Satellite Place property in Atlanta,
Georgia that the Board of Directors had approved to purchase on
October 11, 2004. Although the Advisor made deposits on the
Companys behalf in contemplation of this acquisition, the
Company will not be required to refund those deposits.



| |               
| | --------------
| | Line of Credit

In October 2004, the Company obtained a
commitment for a credit facility from LaSalle Bank National
Association (LaSalle).

In view of the suspension of the Offering
(Note 7), the Company will not be executing the LaSalle
Bank credit facility at this time.



| |              
| | -------------
| | Distributions

The Board of Directors of the Company, at its
Board meeting held October 26, 2004, approved the payment
of an initial distribution rate of 5% to stockholders of record
on November 30, 2004. Payment of the initial distribution
is contingent upon the sale of the minimum offering of 200,000
shares of the Companys common stock to non-affiliates and
the purchase of the Satellite Place property in Duluth, Georgia.
The minimum sale of 200,000 shares of common stock is required
to release offering proceeds

10



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##### Table of Contents



A REIT, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

from the escrow account in accordance with the
Companys offering prospectus. As of October 26, 2004,
the Company has sold 120,333 shares of its common stock to
non-affiliates. Future monthly distributions will be payable to
stockholders of record as of the last day of each month.

In view of the suspension of the Offering
(Note 7), the Company will not be making any distributions
at this time.



| |                      
| | ---------------------
| | Departure of Director

Effective October 29, 2004, Roger A. Johnson
resigned his position as a director of the Company and as
chairperson of the Audit Committee of the Board of Directors.
Mr. Johnson resigned from the Board because he has accepted
a position with the Public Company Accounting Oversight Board
(the PCAOB). The PCAOB requires its appointees to
resign from the Boards of any public reporting company in order
to maintain their independence.



| |                
| | ---------------
| | Audit Committee

Mr. Johnson was also the Audit
Committees financial expert. Accordingly, the Company has
initiated a search to identify a new independent Board member
who is also qualified to act as the Audit Committees
financial expert and chairperson. Since the resignation of
Mr. Johnson, all of the non-officer board members will
serve as the audit committee.

11



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

The following discussion should be read in
conjunction with the Companys financial statements and
notes appearing elsewhere in this Form 10-Q. Such financial
statements and information have been prepared to reflect the
Companys financial position as of September 30, 2004.
The Companys Registration Statement was declared effective
by the Securities and Exchange Commission (SEC) on
September 17, 2004.

Forward-Looking Statements

Historical results and trends should not be taken
as indicative of future operations. Managements statements
contained in this report that are not historical facts are
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. Actual results may differ materially from those
included in the forward-looking statements. The Company intends
those forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements, which are
based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally
identifiable by use of the words believe,
expect, intend, anticipate,
estimate, project,
prospects, or similar expressions. The
Companys ability to predict results or the actual effect
of future plans or strategies is inherently uncertain. Factors
which could have a material adverse effect on the operations and
future prospects of the Company on a consolidated basis include,
but are not limited to: changes in economic conditions generally
and the real estate market specifically; legislative/regulatory
changes (including changes to laws governing the taxation of
real estate investment trusts (REITs)); availability
of capital; interest rates; competition; supply and demand for
operating properties in the Companys current and proposed
market areas; generally accepted accounting principles, policies
and guidelines applicable to REITs; the availability of
properties to acquire; the availability of buyers to acquire
properties the Company desires to sell; the availability of
financing; and the absence of material litigation or regulatory
actions adverse to the Company. These risks and uncertainties
should be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.
Additional information concerning the Company and its business,
including additional factors that could materially affect the
Companys financial results, is included herein and in the
Companys other filings with the SEC.

Overview and Background

The Company was incorporated on January 23,
2004 under the laws of the State of Maryland. If the Company
meets the qualification requirements, it intends to elect to be
treated as a REIT for federal income tax purposes for its first
full tax year. As of September 30, 2004, the Company does
not own any properties. Subject to the suspension of the
Offering (see Note 7 to the financial statements) the
Company intends to invest in automotive, aviation and aerospace
related office, retail, industrial and service properties in
major metropolitan markets throughout the United States which
generally have a population in excess of 500,000 persons.
If the Company fails to qualify as a REIT in any taxable year,
it would be subject to federal income tax on its taxable income
at regular corporate tax rates.

The Company is externally advised by Triple Net
Properties, LLC (the Advisor), which is primarily
responsible for managing the day-to-day operations and assets of
the Company. The Advisory Agreement between the Company and its
Advisor has a one year term, and is subject to successive
one-year renewals with the written consent of the parties,
including a majority of its independent directors. The Advisor
is affiliated with the Company in that the two entities have
common officers and directors, some of whom also own an equity
interest in the Advisor.

12



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##### Table of Contents



Public Offering of Equity Securities/ Use of
Proceeds

Pursuant to a Registration Statement on
Form S-11/A under the Securities Act of 1933, the Company
offered for sale to the public on a best efforts
basis a minimum of 200,000 and a maximum of 100,000,000 shares
of its common stock at a price of $10 per share (the
Offering) and up to 5,000,000 additional shares of
common stack pursuant to a distribution reinvestment plan (the
DRIP) under which its stockholders may elect to have
dividends reinvested in additional shares at $9.50 per share.
The Registration Statement was declared effective by the SEC on
September 17, 2004. As discussed in the Registration
Statement, subject to the suspension of the Offering (see
Note 7 to the financial statements) the Company plans to
use the net proceeds from the sale of shares of common stock in
the Offering to acquire ownership interests in real estate
properties. The Company intends to finance property acquisitions
with a combination of proceeds from the Offering and debt
secured by the acquired properties. On November 11, 2004,
the Board of Directors determined to suspends the public
offering of shares of common stock (see Note 7 of the
financial statements).

Business Strategy

The Companys primary business strategy is
to obtain current income through the purchase of a diversified
portfolio of commercial real estate including real estate leased
to tenants in automotive, aviation and aerospace related
business and services. These investments will encompass a broad
range of office, retail, industrial and service properties
located in major metropolitan areas throughout the United States
which generally have a population in excess of
500,000 persons. The Company believes that any material
real estate investments will have a significant impact on its
future results of operations.

Critical Accounting Policies

The preparation of financial statements in
accordance with accounting principles generally accepted in the
United States of America (GAAP) requires the Company
to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. The Company
believes that its critical accounting policies are those that
require significant judgments and estimates such as those
related to revenue recognition, allowance for doubtful accounts,
impairment of real estate assets, purchase price allocation,
deferred assets and qualification as a REIT. These estimates are
made and evaluated on an on-going basis using information that
is currently available as well as various other assumptions
believed to be reasonable under the circumstances. Actual
results could vary from those estimates and those estimates
could be different under different assumptions or conditions.

Results of Operations

The Company has not yet commenced active
operations and does not intend to begin operations until the
Company has sold at least the minimum offering amount of 200,000
shares of common stock. Operating results are primarily
comprised of income derived from the Companys portfolio of
properties. Because the Company did not commence operations
until the third quarter of 2004, comparative financial data is
not presented for the prior fiscal year.

Liquidity and Capital Resources



| |                  
| | -----------------
| | Capital Resources



| |                                                          
| | ---------------------------------------------------------
| | Public Offering of Equity Securities/ Use of
    Proceeds

Pursuant to a Registration Statement on
Form S-11/A under the Securities Act of 1933, the Company
offered for sale to the public on a best efforts
basis a minimum of 200,000 and a maximum of

13



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##### Table of Contents



100,000,000 shares of its common stock at a price
of $10 per share (the Offering) and up to 5,000,000
additional shares of its common stock pursuant to a distribution
reinvestment plan (the DRIP) under which its
stockholders may elect to have dividends reinvested in
additional shares at $9.50 per share. The Registration Statement
was declared effective by the SEC on September 17, 2004. As
discussed in the Registration Statement, subject to the
suspension of the Offering (see Note 7 to the financial
statements) the Company plans to use the net proceeds from the
sale of shares in the Offering to acquire ownership interests in
real estate properties. The Company intends to finance property
acquisitions with a combination of net proceeds from the
Offering and debt secured by the acquired properties. On
November 11, 2004, the Board of Directors determined to
suspend the Offering of the shares of common stock (see Note 7).


Management anticipates that 88.75% of the gross
offering proceeds of the Offering will be used to acquire real
estate and the balance will be used to pay various fees and
expenses.



| |          
| | ---------
| | Financing

The Companys ability to continue to finance
its operations is subject to several uncertainties. Management
believes that in the event that cash flow generated from
operations is not sufficient to meet the Companys
requirements, the Company can secure a line of credit to finance
any temporary cash flow deficits. In general, the Companys
ability to obtain mortgage loans on income producing property is
dependent upon the Companys ability to attract and retain
tenants and the economic and business environments of the
various markets in which the Companys properties are
located, as well as the willingness of mortgage-lending
institutions to make loans secured by real property. The
Companys ability to sell real estate investments is
partially dependent upon the ability of purchasers to obtain
financing at reasonable commercial rates.



| |                        
| | -----------------------
| | Contractual Obligations



| |                               
| | ------------------------------
| | Off-Balance Sheet Arrangements

There are no off-balance sheet transactions,
arrangements or obligations (including contingent obligations)
that have, or are reasonably likely to have a current or future
material effect on the Companys financial condition,
changes in the financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or
capital resources.



| |                             
| | ----------------------------
| | Commitment and Contingencies

SEC Investigation

On September 16, 2004, the Company, Triple
Net Properties, LLC, or Triple Net, were advised by the SEC that
the SEC is conducting an investigation captioned In the
matter of Triple Net Properties, LLC. The SEC has requested
information from Triple Net related to (i) the nature and
scope of disclosure in securities offerings (including offerings
by G REIT, T REIT and A REIT) and (ii) the
applicable exemption from the registration requirements of the
Securities Act of 1933, for the private offerings in which
Triple Net and its affiliated entities were involved. In
addition, the SEC has requested financial information regarding
these REITs as well as the limited liability companies advised
by Triple Net. The Company and Triple Net intend to cooperate
fully with the SEC in its investigation.



| |           
| | ----------
| | Litigation

The Company is not presently subject to any
material litigation nor, to the Companys knowledge, is any
material litigation threatened against it which if determined
unfavorably to the Company would have a material adverse effect
on the Companys cash flows, financial condition or results
of operations. The Company may be involved in numerous routine
legal proceedings related to its operations. While the ultimate
disposition of each proceeding is not determinable, the Company
does not believe that any of such proceedings will have a
material adverse effect on its financial condition or results of
operations.

14



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##### Table of Contents





| |      
| | -----
| | Other

The Companys commitments and contingencies
include the usual obligations of real estate owners and
operators in the normal course of business. In the opinion of
management, these matters are not expected to have a material
adverse impact on the Companys consolidated financial
position and results of operations.

Subsequent Events



| |                           
| | --------------------------
| | Suspension of the Offering

On November 11, 2004, the Board of
Directors, due to the changing market conditions and SEC
investigation, determined to suspend the Offering of shares of
common stock. As of November 11, 2004, the Company has not
sold the minimum offering of 200,000 shares of common stock
aggregating at least $2,000,000 required to break escrow and
accept subscriptions in accordance with the prospectus. As such,
none of the shares of common stock will be sold and all funds
tendered to the escrow agent will be refunded in full to each
subscriber, plus interest income earned and without deduction
for escrow expenses, in accordance with the prospectus. As of
November 11, 2004, $1,908,000 of subscriptions were held in
the escrow account and will be refunded in full to each
subscriber plus interest. Since escrow funds will be returned
and no shares of common stock issued, there will be no stock
outstanding as of the previously declared November 30, 2004
record date and, therefore, no distributions will be paid. Our
Board of Directors will continue to meet and evaluate our
companys options on a quarterly basis, including reopening
or terminating the offering.

In conjunction with the decision to suspend the
Offering, the Board of Directors determined that the Company
will not acquire the Satellite Place property in Atlanta,
Georgia that the Board of Directors had approved to purchase on
October 11, 2004. Although the Advisor made deposits on the
Companys behalf in contemplation of this acquisition, the
Company will not be required to refund these deposits.



| |               
| | --------------
| | Line of Credit

In October 2004, the Company obtained a committment for a credit facility
from LaSalle Bank National Association (LaSalle).

In view of the suspension of the Offering as
aforesaid, the Company will not be executing from the LaSalle
credit facility at this time.



| |              
| | -------------
| | Distributions

The Board of Directors of the Company, at its
Board meeting held October 26, 2004, approved the payment of an
initial distribution rate of 5% to stockholders of record on
November 30, 2004. Payment of

15



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##### Table of Contents



the initial distribution is contingent upon the
sale of the minimum offering of 200,000 shares of the
Companys common stock to non-affiliates and the purchase
of the Satellite Place property in Duluth, Georgia. The minimum
sale of 200,000 shares of common stock is required to release
offering proceeds from the escrow account in accordance with the
Companys offering prospectus. As of October 26, 2004, the
Company has sold 120,333 shares of its common stock to
non-affiliates. Future monthly distributions will be payable to
stockholders of record as of the last day of each month.


In view of the suspension of the Offering, the
Company will not be making any distributions at this time.



| |                      
| | ---------------------
| | Departure of Director

Effective October 29, 2004, Roger A. Johnson
resigned his position as a director of the Company and as
chairperson of the Audit Committee of the Board of Directors.
Mr. Johnson resigned from the Board because he has accepted
a position with the Public Company Accounting Oversight Board
(the PCAOB). The PCAOB requires its appointees to
resign from the Boards of any public reporting company in order
to maintain their independence.



| |                
| | ---------------
| | Audit Committee

Mr. Johnson was also the Audit
Committees financial expert. Accordingly, the Company has
initiated a search to identify a new independent Board member
who is also qualified to act as the Audit Committees
financial expert and chairperson. Since the resignation of
Mr. Johnson, all of the non-officer board members will
serve as the audit committee.

Inflation

The Company will be exposed to inflation risk as
income from long-term leases is expected to be the primary
source of its cash flows from operations. The Company expects
that there will be provisions in the majority of its tenant
leases that would protect the Company from the impact of
inflation. These provisions include rent steps, reimbursement
billings for operating expense pass-through charges, real estate
tax and insurance reimbursements on a per square foot allowance.
However, due to the long-term nature of the leases, among other
factors, the leases may not re-set frequently enough to cover
inflation.

Funds from Operations

The Company defines Funds from Operations
(FFO), a non-GAAP measure, consistent with the
standards established by the White Paper on FFO approved by the
Board of Governors of the National Association of Real Estate
Investment Trust (NAREIT), as revised in February
2004. The White Paper defines FFO as net income or loss computed
in accordance with GAAP, excluding gains or losses from sales of
property but including asset impairment writedowns, plus
depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated joint ventures are calculated to reflect FFO.

The Company considers FFO to be an appropriate
supplemental measure of a REITs operating performance as
it is based on a net income analysis of property portfolio
performance that excludes non-cash items such as depreciation.
The historical accounting convention used for real estate assets
requires straight-line depreciation of buildings and
improvements, which implies that the value of real estate assets
diminishes predictably over time. Since real estate values
historically rise and fall with market conditions, presentations
of operating results for a REIT, using historical accounting for
depreciation, could be less informative. The use of FFO is
recommended by the REIT industry as a supplemental performance
measure.

Presentation of this information is intended to
assist the reader in comparing the operating performance of
different REITs, although it should be noted that not all REITs
calculate FFO the same way, so comparisons with other REITs may
not be meaningful. Furthermore, FFO is not necessarily

16



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##### Table of Contents



indicative of cash flow available to fund cash
needs and should not be considered as an alternative to net
income as an indication of the Companys performance.


The Companys FFO reporting complies with
NAREITs policy described above.

The Company has not yet commenced active
operations and subject to the suspension of the Offering as
aforesaid, does not intend to begin operations until the Company
has sold at least the minimum offering amount of 200,000 shares
of common stock. Therefore, FFO for the period ended
September 30, 2004 is not applicable.






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

The Company has not commenced its planned
principal operations. The Company plans to utilize financing to
acquire ownership interests in real estate properties and will,
therefore, be exposed to interest rate changes primarily as a
result of its long-term debt used to maintain liquidity, fund
capital expenditures, and finance acquisition of the
Companys operations and real estate portfolio. In managing
the Companys interest rate risk, managements
objectives will be to limit the impact of interest rate changes
on earnings and cash flows and to lower its overall borrowing
costs. To achieve these objectives, the Company borrows
primarily at fixed rates or variable rates with the lowest
margins available and, in some cases, with the ability to
convert variable rates to fixed rates. The Company may enter
into derivative financial instruments such as interest rate
swaps, caps and treasury locks in order to mitigate its interest
rate risk on a related financial instrument. The Company does
not enter into derivative or interest rate transactions for
speculative purposes.






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

(a) Evaluation of disclosure controls and
procedures. The Company maintains disclosure controls and
procedures that are designed to ensure that information required
to be disclosed in its Exchange Act reports is recorded,
processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such
information is accumulated and communicated to our senior
management of the Company, including our Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Following the signatures section of this
Quarterly Report are certifications of the companys CEO
and the CFO required in accord with Section 302 of the
Sarbanes-Oxley Act of 2002 and Rules 13a-14(a) and
15d-14(a) under the Securities and Exchange Act of 1934, as
amended (the Section 302 Certification). This
portion of our Quarterly Report on Form 10-Q is our
disclosure of the results of our controls evaluation referred to
in paragraphs (4) and (5) of the Section 302
Certification and should be read in conjunction with the
Section 302 Certification for a more complete understanding
of the topics presented.

As of the end of the period covered by this
report, the Company commenced an evaluation under the
supervision and with the participation of the Companys
management, including the Companys Chief Executive
Officer, Chief Financial Officer and third-party consultants
(the Evaluation) of the effectiveness of the design
and operation of the Companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as amended).
Effective September 17, 2004, our board of directors
retained Deloitte & Touche, LLP (Deloitte) as
our new independent certified public accountant based on the
recommendation of the audit committee.

As a result of the Evaluation (which is
on-going), we are (1) designing improved internal control
procedures to address a number of financial reporting issues and
disclosure controls by developing formal policies and
procedures, and (2) developing policies and procedures to
(i) mitigate the disruptive effect of the recent turn-over
in senior management, including senior financial management
personnel, and (ii) train

17



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##### Table of Contents



the appropriate personnel to undertake their
assignments more effectively. The Evaluation also concluded that
a significant portion of the financial reporting issues were
derived from staff turn-over and the corresponding need for
training and education of new personnel.


The Company has implemented and continues to
implement improvements in the Companys internal controls,
including, among others, devising, standardizing and
promulgating new policies and procedures to ensure consistent
and improved financial reporting, and to mitigate the possible
risks of any material misstatements regarding financial
reporting matters.

The Company has also employed a new Chief
Financial Officer with considerable experience in public company
financial reporting, GAAP and REIT compliance. and added the
position of Chief Accounting Officer.

The Company is assigning a high priority to its
financial reporting and internal control issues. We will
continue to evaluate the effectiveness of our internal controls
and procedures on an on-going basis and will take further action
as appropriate.

Pursuant to the Evaluation, after taking into
account the above information, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective
to ensure that information required to be disclosed by the
Company in its reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported
within the applicable time periods specified in the SEC rules
and forms.




PART II  OTHER
INFORMATION






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

SEC Investigation

On September 16, 2004, the Company, Triple
Net Properties, LLC, or Triple Net, were advised by the SEC that
the SEC is conducting an investigation captioned In the
matter of Triple Net Properties, LLC. The SEC has requested
information from Triple Net related to (i) the nature and
scope of disclosure in securities offerings (including offerings
by G REIT, T REIT and A REIT) and (ii) the
applicable exemption from the registration requirements of the
Securities Act of 1933, for the private offerings in which
Triple Net and its affiliated entities were involved. In
addition, the SEC has requested financial information regarding
these REITs as well as the limited liability companies advised
by Triple Net. The Company and Triple Net intend to cooperate
fully with the SEC in its investigation.



| |           
| | ----------
| | Litigation

The Company is not presently subject to any
material litigation nor, to the Companys knowledge, is any
material litigation threatened against it which if determined
unfavorably to the Company would have a material adverse effect
on the Companys cash flows, financial condition or results
of operations. The Company may be involved in numerous routine
legal proceedings related to its operations. While the ultimate
disposition of each proceeding is not determinable, the Company
does not believe that any of such proceedings will have a
material adverse effect on its financial condition or results of
operations.






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

None.

18



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##### Table of Contents








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

None.






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

None.






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

None.






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

| |    |    |  |                                                                                                                                                                                                                                                          
| | -- | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1 |  | Articles of Incorporation of the Company
    (included as Exhibit 3.1 to the Companys Registration
    Statement on Form S-11 filed on February 12, 2004
    (File No. 333-112750) and incorporated herein by this
    reference).                      
| | 3  | .2 |  | Bylaws of the Company (included as
    Exhibit 3.2 to the Companys Registration Statement on
    Form S-11 filed on February 12, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                                             
| | 3  | .3 |  | Articles of Amendment and Restatement of the
    Company (included as Exhibit 3.3 to the Companys
    Registration Statement on Form S-11 filed on
    September 1, 2004 (File No. 333-112750) and
    incorporated herein by this reference).          
| | 3  | .4 |  | Amended and Restated Bylaws of the Company
    (included as Exhibit 3.4 to the Companys Registration
    Statement on Form S-11 filed on July 2, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                             
| | 4  | .1 |  | Form of Company Common Stock Certificate
    (included as Exhibit 4.1 to the Companys Registration
    Statement on Form S-11 filed on February 12, 2004
    (File No. 333-112750) and incorporated herein by reference).                               
| | 10 | .1 |  | Form of Agreement of Limited Partnership of
    A REIT, L.P. (included as Exhibit 10.1 to the
    Companys Registration Statement on Form S-11 filed on
    August 2, 2004 (File No. 333-112750) and incorporated
    herein by this reference).        
| | 10 | .2 |  | Distribution Reinvestment Plan (included as
    Exhibit C to the Companys Registration Statement on
    Form S-11 filed on September 17, 2004 (File
    No. 333-112750) and incorporated herein by reference).                                          
| | 10 | .3 |  | Form of Dealer-Manager Agreement (included as
    Exhibit 1.1 to the Companys Registration Statement on
    Form S-11 filed on September 1, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                                  
| | 10 | .4 |  | 2004 Incentive Award Plan (included as
    Exhibit 10.4 to the Companys Registration Statement
    on Form S-11 filed on May 10, 2004 (File
    No. 333-112750 and incorporated herein by reference).                                                   
| | 10 | .5 |  | Form of Participating Broker-Dealer Agreement
    (included as Exhibit 1.2 to the Companys Registration
    Statement on Form S-11 filed on September 1, 2004
    (File No. 333-112750) and incorporated herein by reference).                          
| | 10 | .6 |  | Advisory Agreement between the Company and Triple
    Net Properties, LLC (included as Exhibit 10.6 to the
    Companys Registration Statement on Form S-11 filed on
    August 2, 2004 (File No. 333-112750) and incorporated
    herein by reference).
| | 10 | .7 |  | Escrow Agreement (included as Exhibit 10.7
    to the Companys Registration Statement on Form S-11
    filed on September 1, 2004 (File No. 333-112750) and
    incorporated herein by reference).                                                      
| | 10 | .9 |  | Share Repurchase Plan (included as Exhibit D
    to the Companys Registration Statement on Form S-11
    filed on September 17, 2004 (File No. 333-112750) and
    incorporated herein by reference).                                                   
| | 31 | .1 |  | Certification of Chief Executive Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                 
| | 31 | .2 |  | Certification of Chief Financial Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                 
| | 32 | .1 |  | Certification of Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350, as created by
    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                       
| | 32 | .2 |  | Certification of Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350, as created by
    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                       

19



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SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



| |             
| | ------------
| | A REIT, INC.
| | (Registrant)



| |     |                        
| | --- | -----------------------
| | By: | /s/ ANTHONY W. THOMPSON

| |                        
| | -----------------------
| |                        
| | Anthony W. Thompson    
| | Chief Executive Officer



| |     |                    
| | --- | -------------------
| | By: | /s/ SCOTT D. PETERS

| |                        
| | -----------------------
| |                        
| | Scott D. Peters        
| | Chief Financial Officer



| |     |                    
| | --- | -------------------
| | By: | /s/ KELLY J. CASKEY

| |                         
| | ------------------------
| |                         
| | Kelly J. Caskey         
| | Chief Accounting Officer

Date: November 15, 2004

20



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##### Table of Contents



EXHIBIT INDEX

| |    |    |  |                                                                                                                                                                                                                                                          
| | -- | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1 |  | Articles of Incorporation of the Company
    (included as Exhibit 3.1 to the Companys Registration
    Statement on Form S-11 filed on February 12, 2004
    (File No. 333-112750) and incorporated herein by this
    reference).                      
| | 3  | .2 |  | Bylaws of the Company (included as
    Exhibit 3.2 to the Companys Registration Statement on
    Form S-11 filed on February 12, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                                             
| | 3  | .3 |  | Articles of Amendment and Restatement of the
    Company (included as Exhibit 3.3 to the Companys
    Registration Statement on Form S-11 filed on
    September 1, 2004 (File No. 333-112750) and
    incorporated herein by this reference).          
| | 3  | .4 |  | Amended and Restated Bylaws of the Company
    (included as Exhibit 3.4 to the Companys Registration
    Statement on Form S-11 filed on July 2, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                             
| | 4  | .1 |  | Form of Company Common Stock Certificate
    (included as Exhibit 4.1 to the Companys Registration
    Statement on Form S-11 filed on February 12, 2004
    (File No. 333-112750) and incorporated herein by reference).                               
| | 10 | .1 |  | Form of Agreement of Limited Partnership of
    A REIT, L.P. (included as Exhibit 10.1 to the
    Companys Registration Statement on Form S-11 filed on
    August 2, 2004 (File No. 333-112750) and incorporated
    herein by this reference).        
| | 10 | .2 |  | Distribution Reinvestment Plan (included as
    Exhibit C to the Companys Registration Statement on
    Form S-11 filed on September 17, 2004 (File
    No. 333-112750) and incorporated herein by reference).                                          
| | 10 | .3 |  | Form of Dealer-Manager Agreement (included as
    Exhibit 1.1 to the Companys Registration Statement on
    Form S-11 filed on September 1, 2004 (File
    No. 333-112750) and incorporated herein by this reference).                                  
| | 10 | .4 |  | 2004 Incentive Award Plan (included as
    Exhibit 10.4 to the Companys Registration Statement
    on Form S-11 filed on May 10, 2004 (File
    No. 333-112750 and incorporated herein by reference).                                                   
| | 10 | .5 |  | Form of Participating
    Broker-Dealer Agreement (included as Exhibit 1.2 to
    the Companys Registration Statement on Form S-11
    filed on September 1, 2004 (File No. 333-112750) and
    incorporated herein by reference).                      
| | 10 | .6 |  | Advisory Agreement between the Company and Triple
    Net Properties, LLC (included as Exhibit 10.6 to the
    Companys Registration Statement on Form S-11 filed on
    August 2, 2004 (File No. 333-112750) and incorporated
    herein by reference).
| | 10 | .7 |  | Escrow Agreement (included as Exhibit 10.7
    to the Companys Registration Statement on Form S-11
    filed on September 1, 2004 (File No. 333-112750) and
    incorporated herein by reference).                                                      
| | 10 | .9 |  | Share Repurchase Plan (included as Exhibit D
    to the Companys Registration Statement on Form S-11
    filed on September 17, 2004 (File No. 333-112750) and
    incorporated herein by reference).                                                   
| | 31 | .1 |  | Certification of Chief Executive Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                 
| | 31 | .2 |  | Certification of Chief Financial Officer,
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                 
| | 32 | .1 |  | Certification of Chief Executive Officer,
    pursuant to 18 U.S.C. Section 1350, as created by
    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                       
| | 32 | .2 |  | Certification of Chief Financial Officer,
    pursuant to 18 U.S.C. Section 1350, as created by
    Section 906 of the Sarbanes-Oxley Act of 2002.