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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 8-K
 CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Date
of report (Date of earliest event reported): December 30, 2008
 Shopoff Properties Trust, Inc.
 
  Maryland
 
 333-139042
    
    20-5882165(Commission File Number)
    
    (IRS Employer Identification No.)
 8951 Research Drive, Irvine, California
    
    92618(Address of Principal Executive Offices)
    
    (Zip Code)
 (877) 874-7348
 
 Not applicable
 
 see
 o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))




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TABLE OF CONTENTS




|                                                              |  |  |  |  |  |  |  | 
|------------------------------------------------------------- |  |  |  |  |  |  |  | 
|1.01. Entry into a Material Definitive Agreement             
|Item 2.01. Completion of Acquisition or Disposition of Assets
|Item 9.01. Financial Statements and Exhibits                 
|SIGNATURE                                                    
|EXHIBIT INDEX                                                
|EX-10.1                                                      
|EX-10.2                                                      
|EX-10.3                                                      



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1.01. Entry into a Material Definitive Agreement    
 Item 2.01. Completion of Acquisition or Disposition of Assets.
  SPT-SWRC
    1 12
        
 Item 9.01. Financial Statements and Exhibits.
       Exhibit No.
    
    Description10.1
    
    Purchase and Sale Agreement and Escrow Instructions by and between SPT-SWRC, LLC and Pulte
Home Corporation, dated December 23, 2008, and amendments thereto.10.2
    
    Assignment and Assumption Agreement by
and between SPT-SWRC, LLC and Pulte Home Corporation, dated December 30, 2008.10.3
    
    Amendment to Purchase and Sale and Joint Escrow
Instructions by and between TSG Little Valley, L.P. and Shopoff Advisors, L.P.,
dated December 30, 2008.




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SIGNATURE
  SHOPOFF PROPERTIES TRUST, INC.Date:
January 7, 2009By:
    
    /s/ William A. Shopoff

William A. ShopoffPresident, Chief Executive
Officer and Chairman of the
Board of Directors




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##### Table of Contents



Exhibit No.
    
    Description10.1
    
    Purchase and Sale Agreement and Escrow Instructions by and between SPT-SWRC, LLC and Pulte
Home Corporation, dated December 23, 2008, and amendments thereto.10.2
    
    Assignment and Assumption Agreement by and between
SPT-SWRC, LLC and Pulte Home Corporation, dated December 30, 2008.10.3
    
    Amendment to Purchase and Sale and Joint
Escrow Instructions by and between TSG Little Valley, L.P. and
Shopoff Advisors, L.P.,
dated December 30, 2008.