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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 SHOPOFF PROPERTIES TRUST, INC.
  
 Maryland
(State or other jurisdiction of 
incorporation or organization)
    
    20-5882165
(I.R.S. Employer
Identification No.)
 8951 Research Drive
Irvine, California 92618
(Address of principal executive offices)
 
 SHOPOFF PROPERTIES TRUST, INC. 2007 EQUITY INCENTIVE PLAN
 
 William A. Shopoff
President and Chief Executive Officer
Shopoff Properties Trust, Inc.
8951 Research Drive
Irvine, California 92618
1-877-TSG-REIT
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o 
 Copies to:
 Blase Dillingham, Esq.
Manatt, Phelps & Phillips, LLP
11355 W. Olympic Boulevard
Los Angeles, California 90064
(310) 312-4000
(310) 312-4224 (Facsimile)
 CALCULATION OF REGISTRATION FEE
 Amount to
    
    
    Proposed Maximum
    
    
    Proposed MaximumTitle of securities
    
    
    be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Amount ofto be registered
    
    
    Registered(1)
    
    
    Per share (2)
    
    
    Price (2)
    
    
    Registration feeCommon Stock, par value $.01 per share
    
    
    
    1,655,000
    
    
    
    $
    10.00
    
    
    
    $
    16,550,000
    
    
    
    $
    650.41
 (1)
    
    This Registration Statement shall also cover any additional shares of
Shopoff Properties Trust, Inc.s (the Registrant) common stock that
become issuable in respect of the securities identified in the above
table by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the Registrants receipt
of consideration which results in an increase in the number of the
outstanding shares of Registrants common stock.(2)
    
    Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h)(1) based on book value of the
Registrants common stock computed as of the latest practicable date
prior to the filing of the Registration Statement, which is August 4, 2008.




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TABLE OF CONTENTS  PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUSPART IIItem 3. Incorporation of Documents by Reference.Item 4. Description of Securities.Item 5. Interests of Named Experts and Counsel.Item 6. Indemnification of Directors and Officers.Item 7. Exemption from Registration Claimed.Item 8. Exhibits.Item 9. Undertakings.SIGNATURESEXHIBIT INDEXEXHIBIT 5.1EXHIBIT 10.1EXHIBIT 10.2EXHIBIT 10.3EXHIBIT 23.1    Table of Contents  EXPLANATORY NOTE
  
 PART I
 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
 PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference
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Item 4. Description of Securities
 Voting Rights of Common Stock
  Dividends, Liquidation and Other Rights
   Preferred Stock and Power to Reclassify Shares of Our Common Stock
  Power to Issue Additional Shares of Our Common Stock and Preferred Stock
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Restrictions on Ownership and Transfer
   
    
    the value of outstanding shares of our capital stock; or
    
    the value or number (whichever is more restrictive) of outstanding shares of our common
stock.
  
    
    result in any person owning, directly or indirectly, shares of our capital stock in
excess of the foregoing ownership limitations;
    
    result in our capital stock being owned by fewer than 100 persons, determined without
reference to any rules of attribution or constructive ownership;
    
    result in us being closely held under the federal income tax laws;
    
    cause us to own, actually or constructively, 9.8% or more of the ownership interests in a
tenant of our real property, under the federal income tax laws; or
    
    before our shares constitute a class of publicly-offered securities, result in 25% or
more of our shares being owned by ERISA investors;
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
    
    the price per share paid for the shares of capital stock that were designated as
shares-in-trust or, in the case of a gift or devise, the applicable value per share on the
date of such transfer; or
    
    the price per share received by the trust from the sale of such shares-in-trust.
   
    
    the price per share paid in the transaction that created such shares-in-trust or, in the
case of a gift or devise, the applicable value per share on the date of such transfer; and
    
    the applicable value per share on the date that we, or our designee, accepts such offer.
   
 Item 5. Interests of Named Experts and Counsel
  
 Item 6. Indemnification of Directors and Officers.
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Item 7. Exemption from Registration Claimed
  
 Item 8. Exhibits
 Exhibit No.
    
    Description of Exhibits5.1
    
    Opinion of DLA Piper US LLP10.1
    
    Shopoff Properties Trust, Inc. 2007 Equity Incentive Plan10.2
    
    Form of Notice of Stock Option
Grant and Agreement pursuant to the 2007 Equity Incentive Plan10.3
    
    Form of Notice of Grant and Restricted Stock Agreement pursuant to the 2007 Equity Incentive Plan23.1
    
    Consent of Squar, Milner, Peterson,
Miranda & Williamson, LLP, Independent Registered Public
Accounting Firm23.2
    
    Consent of DLA Piper US LLP (included in Exhibit 5.1)24.1
    
    Powers of Attorney (included on the signature page)
 
 Item 9. Undertakings
      Provided, however,
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SIGNATURES
  SHOPOFF PROPERTIES TRUST, INC.By:
    /s/ William A. ShopoffName:
    William A. ShopoffTitle:
    President, Chief Executive Officer and
Chairman of the Board of Directors POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ William A. Shopoff

William A. Shopoff
    
    President, Chief Executive Officer
and Chairman of the Board of
Directors
    
    August 5, 2008/s/ Kevin M. Bridges

Kevin M. Bridges
    
    Chief Financial Officer,
Corporate Secretary and
Director
    
    August 5, 2008/s/ Edward Fitzpatrick

Edward Fitzpatrick
    
    Executive
Vice President and Director
    
    August 5, 2008/s/ Jeffrey W. Shopoff

Jeffrey W. Shopoff
    
    Director
    
    August 5, 2008/s/ Glenn Patterson

Glenn Patterson
    
    Director
    
    August 5, 2008/s/ Patrick Meyer

Patrick Meyer
    
    Director
    
    August 5, 2008/s/ Diane Kennedy

Diane Kennedy
    
    Director
    
    August 5, 2008/s/ Stuart McManus

Stuart McManus
    
    Director
    
    August 5, 2008/s/ Melanie Barnes

Melanie Barnes
    
    Director
    
    August 5, 2008
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Exhibit No.
    
    Description of Exhibits5.1
    
    Opinion of DLA Piper US LLP10.1
    
    Shopoff Properties Trust, Inc. 2007 Equity Incentive Plan10.2
    
    Form of Notice of Stock Option
Grant and Agreement pursuant to the 2007 Equity Incentive Plan10.3
    
    Form of Notice of Grant and Restricted Stock Agreement pursuant to the 2007 Equity Incentive Plan23.1
    
    Consent of Squar, Milner, Peterson,
Miranda & Williamson, LLP, Independent Registered Public
Accounting Firm23.2
    
    Consent of DLA Piper US LLP (included in Exhibit 5.1)24.1
    
    Powers of Attorney (included on the signature page)
 9