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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): January 15, 2009
 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  Item 2.01. Completion of Acquisition or Disposition of AssetsITEM 7.01 Regulation FD DisclosureItem 9.01. Financial Statements and ExhibitsSIGNATUREEXHIBIT INDEXEX-10.1EX-10.2EX-10.3EX-10.4EX-99.1    Table of Contents  
 Item 2.01. Completion of Acquisition or Disposition of Assets.
    
    
    Aware agreed that, in the absence of additional defaults other than payment defaults,
Aware would forbear from exercising its rights and remedies under the Vineyard Loans,
including without limitation foreclosure, from the date January 9, 2009 through July 9,
2009 (Forbearance Period), in order to allow Springbrook time to attempt to refinance the
Vineyard Loans. During the Forbearance Period, interest and other required payments under
the Vineyard Loans will continue to accrue at the stated rate, and will be added to
principal.
 
    
    At any time during the Forbearance Period, Aware shall accept, as payment in full under
the Vineyard Loans, with respect to one note, the sum of $1,896,000 plus all accrued
interest then due under the Notes, of which amount Springbrook shall cause to be
paid $1,886,000 directly to SPT Real Estate Finance, and $10,000 to
Aware and all other amounts directly to Lender and, with respect
to the second note, the sum of $424,000 plus all accrued interest then due under the
Notes, of which amount Springbrook shall cause to be paid $414,000 directly to SPT
Real Estate Finance, and $10,000 to Aware and all other amounts
directly to Lender.




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
    
    The commercial guaranties executed by William A. Shopoff, an individual, and William A.
Shopoff and Cindy I. Shopoff, as Trustees of the Trust, in connection with the Vineyard
Loans, have been released, and Aware has waived any and all right to recover under the
same.
   
 ITEM 7.01 Regulation FD Disclosure.
   
 Item 9.01. Financial Statements and Exhibits.
      Exhibit No.
    
    DescriptionExhibit 10.1
    
    Collateral Assignment and Pledge of Note, Deed of Trust and Loan Documents made as of
January 9, 2009, by Aware Development Company, Inc. in favor of
SPT Real Estate Finance, LLC securing Promissory Note in the amount
of $414,000 dated January 9, 2009.Exhibit 10.2
    
    Collateral Assignment and Pledge of Note, Deed of Trust and Loan Documents made as of
January 9, 2009, by Aware Development Company, Inc. in favor of
SPT Real Estate Finance, LLC securing Promissory Note in the amount
of $1,886,000 dated January 9, 2009.Exhibit 10.3
    
    Promissory Note in the amount of $1,886,000, dated January 9, 2009.Exhibit 10.4
    
    Promissory Note in the amount of $414,000, dated January 9, 2009.Exhibit 99.1
    
    Winchester Hills project press release, dated January 15, 2009.




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SIGNATURE
  SHOPOFF PROPERTIES TRUST, INC.Date:  January 15, 2009By:
    /s/ William A. ShopoffWilliam A. ShopoffPresident, Chief Executive Officer and Chairman of the Board of Directors




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Exhibit No.
    
    DescriptionExhibit 10.1
    
    Collateral Assignment and Pledge of Note, Deed of Trust and Loan Documents made
as of January 9, 2009, by Aware Development Company, Inc. in
favor of SPT Real Estate Finance, LLC securing Promissory Note in the
amount of $414,000 dated January 9, 2009.Exhibit 10.2
    
    Collateral Assignment and Pledge of Note, Deed of Trust and Loan Documents made
as of January 9, 2009, by Aware Development Company, Inc. in
favor of SPT Real Estate Finance, LLC securing Promissory Note in the
amount of $1,886,000 dated January 9, 2009.Exhibit 10.3
    
    Promissory Note in the amount of $1,886,000, dated January 9, 2009.Exhibit 10.4
    
    Promissory Note in the amount of $414,000, dated January 9, 2009.Exhibit 99.1
    
    Winchester Hills project press release, dated January 15, 2009.