U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K





ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934








For the Year Ended
      December 31, 2008
            Commission File
      No.0-29627





PSA,
Inc.




Nevada
            88-0212662(State or other
      jurisdiction of incorporation
      or organization)
            (I.R.S. Employer
      Identification No.)540 Brickell Drive, Suite 1024,
      Miami, FL
            33131(Address of
      principal executive offices)
            (Zip
  Code)







Registrant’s telephone number,
including area code: (305) 542-2318


Securities
registered pursuant to Section 12(b) of the Act:


None




Securities
registered pursuant to Section 12(g) of the Act:


Common
Stock, $.001 par value








Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o or No þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o or No þ




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes o or No þ




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer o
            Accelerated filer o
            Non-accelerated filer o
            Smaller reporting company þ(Do not check if a
      smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).  Yes þ  or  No o


The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2008 was $198,049 based on a closing bid quotation
on the OTC Bulletin Board on that date of $.01 per share. For the sole purpose
of making this calculation, the term “non-affiliate” has been interpreted to
exclude directors, corporate officers and holders of 10% or more of the
Company’s common stock. As of December 31, 2008 a total of 43,539,291 of the
registrant’s common stock was outstanding.
  Determination
of stock ownership by non-affiliates was made solely for the purpose of this
requirement, and the registrant is not bound by these determinations for any
other purpose.





Documents
Incorporated By Reference


None











PSA,
INC.


ANNUAL
REPORT ON FORM 10-K


FOR
THE YEAR ENDED DECEMBER 31, 2008





TABLE OF CONTENTS







PART IPageItem 1.
            Business
            3Item 1A.
            Risk
    Factors
            4Item 1B.
            Unresolved Staff
      Comments
            5Item 2.
            Properties
            5Item 3.
            Legal
      Proceedings
            5Item 4.
            Submission of
      Matters to a Vote of Security Holders
            6PART IIItem 5.
            Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
      of Equity Securities
            6Item 6.
            Selected Financial
      Data
            7Item 7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            7Item 7A.
            Quantitative and
      Qualitative Disclosures About Market Risk
            8Item 8.
            Financial Statements
      and Supplementary Data
            9Item 9.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            18Item
9A(T).
            Control and
      Procedures
            18Item 9B.
            Other
      Information
            18PART IIIItem 10.
            Directors, Executive
      Officers and Corporate Governance
            19Item 11.
            Executive
      Compensation
            20Item 12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            20Item 13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            20Item 14.
            Principal
      Accountant Fees and Services
            20PART IVItem 15.
            Exhibits
      and Financial Statement Schedules
            21





2





Special
Note Regarding Forward Looking Statements




This
Annual Report on Form 10-K includes forward-looking statements.  All
statements other than statement of historical facts contained in this Form 10-K,
including statement regarding our future financial position, business strategy
and plans and objectives of management for future operations, are forward
looking statements. The words “believe,”, “may,” “estimate,” “continue,”
“anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is
likely,” “will,” “expect” and similar expressions, as they relate to us, are
intended to identify forward-looking statements within the meaning of the “safe
Harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. We have based on
these forward looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial
needs.




These
forward-looking statements are subject to a number of risks, uncertainties and
assumptions described in “Risk Factors” and elsewhere in this Annual report on
Form 10-K.  In addition, our past results of operations do not
necessarily indicate our future results.   New risk factors
emerge from time to time and it is not possible for us to predict all such risk
factors, nor can we assess the impact of all such risk factors on our business
or the extent to which any risk factor, or combination of risk factors, may
cause actual results to differ materially from those contained in any
forward-looking statements.




Except as
otherwise required by applicable laws, we undertake no obligation to publicly
update or revise any forward-looking statements or the risk factors described in
this Annual Report on Form 10-K. You should not rely upon forward-looking
statements as predictions of future events or performance.  We cannot
assure you that the events and circumstances reflected in forward-looking
statements will be achieved or occur.  Although we believe that the
expectations reflected in the forward looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.





PART
I




ITEM
1. Business





General





On
October 16, 2009 PSA changed its name to Shearson American REIT, Inc. (SART-I).
SART-I intends to be a real estate investment
trust, or “REIT,” that will invest primarily in institutional-quality properties
located in the United States. In addition, we may invest in
other real estate investments including, but not limited to, properties located
outside of the United States, mortgage loans and ground
leases. We wish to be a fully integrated global Real Estate Investment Trust and
management firm that will acquire, develop, own, operate
and sell real estate.




We will
invest primarily in institutional-quality multi-use, multi-family properties
located throughout the United States. In addition, we may invest in other real
estate investments including, but not limited to, properties outside of the
United States, mortgage loans and ground leases. We currently have no direct or
indirect interests in any properties.




Prior to
September 11, 2001, PSA, Inc. (PSA) was a holding company for entities that were
developing interactive television format with the
emerging digital broadcast and interactive technologies, and digital video
production and post product services, as well as international
tour, travel and entertainment products and services, including an e-commerce
platform for purchasing travel services.




PSA has
been inactive since 2001. The events of September 11, 2001 caused significant
damage to the ability of PSA and its subsidiaries
to continue in business beyond that date.  The company’s largest
asset, an investment in its subsidiary S.M.A. Real Time Inc., was
located blocks from ground zero and filed for bankruptcy in 2003 and was
ultimately liquidated in 2005 without any recovery to PSA.




PSA’s
operations in the international tour and travel business were closed or sold.
The subsidiaries, Royal International Tours, Inc., Travel
Treasures, Inc., Jet Vacations, PSAZZ Travel, Inc., PSA Europe AG, PSAZZ TV,
Inc., PSAZZ Network, Inc., PSA Air, Inc. were closed
down without any benefit realized by the Company.




The
Company had a pending contract with New York Network, LLC which would have
included ten low power television licenses under the
call sign WBVT-TV, another with Victory Entertainment Corp. and finally a
contract with U.S. Dental, Inc.  The Company was unable to
complete these acquisitions and any contract cost or advances made towards the
acquisitions were lost. None of the Company’s common
stock that was planned a part of the consideration for the purchase was
issued.




3




The
Company has previously reported that it had completed the sale of 80% of the
issued and outstanding stock of PSAZZ Air, Inc. (“PSAZZ
Air”), an inactive airline majority-owned subsidiary.  The purchaser
of PSAZZ Air was John D. Williams, who at the time of purchase
was a former Board Member of PSA.  Pursuant to the agreement, PSA was
to receive $1,000,000 payable within 18 months and to be
secured by 312,500 shares of the Company’s Common Stock otherwise issuable to
Mr. Williams for the purchase by the Company of 100% of
PSAS.  Once the full effect of the events of September 11, 2001 were
fully understood the Company unwound this transaction, including
the issuance of the Company’s 312,500 shares of the Company’s Common Stock
previously noted.





Employees





The
Company has one employee, John Williams, CEO and CFO. Mr. Williams currently
devotes a portion of his time to his duties with PSA while devoting his
remaining time to his other business affairs.








ITEM
1A.Risk
Factors





We have no assets
and no source of revenue.
 
  We have
no assets and have had no revenue since 2001, nor will we receive any operating
revenues until we complete an acquisition, reorganization, merger or
successfully develop our REIT business. We can provide no assurance that any
acquired business or property will produce any material revenues for the Company
or its stockholders or that any such business or property will operate on a
profitable basis.  We can provide no assurance that we can obtain a
REIT tax status.


There is an
absence of substantive disclosure relating to our prospective new
businesses.
 
  Because
we have not yet identified any assets, property or business that we may acquire
or develop, our current stockholders and potential investors in the Company have
virtually no substantive information about any such new business upon which to
base a decision whether to invest in the company. We can provide no assurance
that any investment in the Company will ultimately prove to be favorable. In any
event, stockholders and potential investors will not have access to any
information about any new business until such time as a transaction is completed
and we have filed a report with the SEC disclosing the nature of such
transaction and/or business.





If an acquisition
is consummated, stockholders will not know its structure and will likely suffer
dilution.




Our
management has no arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether further acquisitions would take the
form of an exchange of capital stock, a merger or an asset acquisition. However,
because we have limited resources as of the date hereof, such acquisition is
more likely to involve the issuance of our Company stock.




We
currently have 75,000,000 authorized shares of common stock. As of the date of
this report, we have 43,539,291 shares of common stock outstanding. We will
be able to issue significant amounts of additional shares of common stock
without obtaining stockholder approval, provided we comply with the rules and
regulations of any exchange or national market system on which our shares are
then listed. As of the date of this report, we are not subject to the rules of
any exchange that would require stockholder approval. To the extent we issue
additional common stock in the future, existing stockholders will experience
dilution in percentage ownership.


Management
devotes insignificant time to activities of the Company.




The
Company’s sole manager is not required to and do not devote his full time to the
affairs of the Company. Because of his time commitments to PSA, as well as the
fact that we have no business operations, our manager anticipates that he will
not devote a significant amount of time to the activities of the Company, except
in connection with identifying a suitable acquisition target business or
property to acquire to develop.





PSA’s beneficial
owners or their affiliates may have conflicts of interest.
  Although
we have not identified any potential acquisition target or new business
opportunities, the possibility exists that we may acquire or merge with a
business or company in which beneficial owners or their affiliates may have an
existing ownership interest. A transaction of this nature would present a
conflict of interest for those parties with an ownership interest in both the
Company and the entity to be acquired. An independent appraisal of the acquired
company may or may not be obtained in the event a related party transaction is
contemplated.





4





There is
significant competition for acquisition candidates.
  Our
management believes that there are numerous companies, most of which have
greater resources than the Company does, that are also seeking merger or
acquisition transactions. These entities will present competition to PSA in its
search for a suitable transaction candidate, and we make no assurance that we
will be successful in that search.
  There is no
assurance of continued public trading market and being a low priced security may
affect the market value of stock.
  To date,
there has been only a limited public market for our common stock. Our common
stock is currently quoted on the OTCBB. As a result, an investor may find it
difficult to dispose of, or to obtain accurate quotations as to the market value
of our stock.








ITEM
1B.Unresolved Staff
Comments




None








ITEM
2.Description of
Property





None








ITEM
3.Legal
Proceedings





At the
time in 2001 when SART I became inactive, the Company was involved in the
following legal proceedings:





With liability to the
Company:





Meyer Group Ltd., et al., v.
Douglas T. Beaver, et al.  Superior Court of Orange County,
California, Case No. 775680.  Defendant Robert E. Thompson filed a
cross-complaint against the Company and others, including American
Telecommunications Standards International, Inc. (“ATSI”), with whom the Company
entered into a stock exchange agreement and plan of reorganization on March 13,
1998.   Mr. Thompson alleges that he was fraudulently induced by
ATSI and others to invest money in various ventures, both related and unrelated
to the Company.  The Company believes the claims against ATSI to be
without merit, and is vigorously defending the cross-complaint.  Mr.
Thompson settled all claims against all other defendants except for the claim of
breach of contract and conversion against ATSI, predecessor in interest to the
Company.  A jury trial was conducted in December 2001 and a judgment
entered against the Company for $100,501. As of the date of this filing the
judgment remains unpaid.  The Company has recorded the liability and
the interest accrued thereon.  A judgment may be executed upon for 10
years from the date of entry.  This time may be extended if the
judgment creditor  refiles the judgment in the county it was
originally issued in.




Without any liability to the
Company:




Stock v. PSA,
INC., District
Court of Clark County, Nevada, A424877.In September 2,000, James Stock
d/b/a Stock Enterprises filed a complaint against the Company, claiming
unspecified damages. This claim has been settled.




Robert Rosen etc. v. PSAZZ
ENTERTAINMENT, INC., et al., Superior Court of Los Angeles County, California,
Case No. BC246441.  A complaint was filed in March 2001 against
PSA for unpaid legal fees allegedly incurred in defending the Company in several
pieces of litigation.  That action was transferred to mediation and
binding arbitration before Judicial Arbitration and Mediation Services
(JAMS).  This claim has been settled.




PSAZZ.COM, INC. V. DATALEX,
United States District Court for the Central District of California, Case
CV-01-06482.  The Company, through legal counsel, made a
written demand against Datalex that it breached a written agreement whereby
Datalex was to provide several booking engines for PSAZZ.com’s reservation
systems. Subsequently, the Company learned that Datalex had filed an action in
the United States District Court for the Central District of California against
the Company for breach of contract claiming that the Company owes the balance of
the contract price. The company filed a counterclaim for the fees previously
paid to Datalex and for damages the Company has suffered as a result of the
failure of Datalex’s software. These claims have been settled.




5




Zurlo v. PSA, INC. et al.,
Superior cour of Los Angeles Count California Cas N. SC064886.In January
2001, a suit was filed by Carment Zurlos and Brad Holcomb, alleging breach of
contract and fraud. This claim has been settled.




As of the
date of this filing the Company has no outstanding or pending litigation
matters.








ITEM
4.Submission of
Matters to a Vote of Security Holders




None








PART
II








ITEM
5.Market for the
Registrant's Common Equity and Related Stockholder Matters





(a) General.  As of
December 31, 2008, PSA has an authorized capitalization of 75,000,000 shares of
common stock, $.001 par value per share, of which 43,543,541 shares have been
issued and 43,539,291shares are outstanding as of December 31,
2008.  No preferred stock has been authorized.




(b) Market
Information.The common stock of PSA is traded in the
over-the-counter (“OTC”) market and quoted through the NASD OTC Bulletin Board
under the symbol "PSAZ."  Historically, the level of trading in PSA’s
common stock has been sporadic and limited and there is no assurance that a
stable trading market will develop for its stock or that an active trading
market will be sustained.




The
following table sets forth the range of high and low bid quotation per share for
the Common Stock as reported by the OTC Bulletin Board for the quarterly periods
of the calendar years indicated.  The bid price reflects inter-dealer
prices and does not include retail mark-up, markdown, or
commission.





2008
            
            High
            
            
            LowFirst
      Quarter
            
            $
            .001
            
            
            $
            .001Second
      Quarter
            
            $
            .0001
            
            
            $
            .0001Third
      Quarter
            
            $
            .0001
            
            
            $
            .0001Fourth
      Quarter
            
            $
            .01
            
            
            $
            .012007First
      Quarter
            
            $
            .001
            
            
            $
            .001Second
      Quarter
            
            $
            .001
            
            
            $
            .001Third
      Quarter
            
            $
            .001
            
            
            $
            .001Fourth
      Quarter
            
            $
            .001
            
            
            $
            .001





Shareholders




As of
December 31, 2008 PSA had 43,539,291 shares of common stock outstanding held by
approximately 643 shareholders of record.





Dividends




PSA has
never declared or paid cash dividends on its Common Stock and anticipates that
future earnings, if any, will be retained for development of its
business.





6





Other





On
December 20, 2001 the Company cancelled, retracted, revoked or otherwise
rescinded the following prior approvals and authorizations:






1.
            The Rights Offering
      to Existing Shareholders of 11,000,000 units consisting of one shares
      of  common stock and one warrant as
      of September 30, 2001 since no proceeds had been received by the
      Company.2.
            Authorization of the
      issuance of 4,000,000 shares of restricted common stock to David E. Walsh
      for past services from May, 1994
      to May, 1998.3.
            Authorization of the
      issuance of 2,730,000 shares of restricted common stock to David E. Walsh
      on May 20, 1998 for past services
      during the year 1997.4.
            Authorization for
      the issuance of 1,535,000 (pre-dividend) shares of restricted common stock
      to David E. Walsh on May 15, 1999
      for past services during the year June, 1998 through May,
      1999.5.
            Authorization for
      the issuance of 5,700,000 shares of restricted common stock to David E.
      Walsh on September 15, 1999 for services
      under a five year employment contract.6.
            Authorization of
      issuance of 49,087,091 shares of restricted common stock to David E. Walsh
      on October 5, 2001 for and in consideration
      for the remainder of Walsh ownership interests of equity in related
      subsidiaries.7.
            Authorization for
      the issuance of 5,300,000 shares of restricted common stock to the Walsh
      Family Irrevocable Trust on March 10,
      1999 issued for loss of liquidity, dilution or loss of investment
      opportunity.8.
            Authorization for a
      one for twenty (1/20) reverse stock split of common stock on June 28,
      2001.9.
            Authorization for a
      200%, two for one (2/1), stock dividend on May 14, 1999.10.
            Authorization for a
      one for fifty reverse stock split of common stock on September 6,
      1998.11.
            Authorization for
      the issuance of 1,516,667 shares to WBVT as the purchase contract was
      cancelled.12.
            Authorization for
      the issuance of 625,000 shares for the purchase of Pacific States Airline
      Services, Inc. as the contract was cancelled.







ITEM
6.Selected
Financial Data





Not
applicable.








ITEM
7.Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.





Overview


Since PSA
became inactive after the events of September 11, 2001 the Company has had no
business operations, other than complying
with its reporting requirements under the Exchange Act. In October, 2009 PSA
changed its name to Shearson American REIT, Inc.
(SART-I).  SART-I hopes to become a real estate investment trust, or
“REIT,” that will invest primarily in institutional-quality properties
located in the United States. In addition, we may invest in other real estate
investments including, but not limited to, properties located
outside of the United States, mortgage loans and ground leases. We wish to be a
fully integrated global Real Estate Investment Trust and
management firm that will acquire, develop, own, operate and sell real
estate.




7




The
following discussion of the financial condition and results of operations of PSA
should be read in conjunction with the financial statements and notes thereto
included elsewhere in this report. This discussion contains forward-looking
statements which involve risks and uncertainties. The Company’s actual results
may differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including, but not limited to, those set forth
under “Part 1 — Item 1A. Risk Factors.”




Results of
Operations





For the
year ended December 31, 2008 as compared to the year ended
December 31, 2007, operations consisted of the following:




Revenues and Cost of
revenues.  Since becoming inactive after the events of
September 11, 2001, PSA has not generated any revenue and has not incurred any
cost of revenues.




General and administrative
expenses.  Since becoming inactive after the events of
September 11, 2001, PSA has not generated any general and administrative
expenses.




Other (expense) income.Interest expense of $17,787 and $16,170 was incurred for the years
ended December 31, 2008 and 2007, respectively.  The interest expense
incurred was accrued on an outstanding judgment of $100,501 against the
Company.  Refer to Item 3, Legal Proceedings for the
detail.


Liquidity and Capital
Resources





PSA has
not generated any revenue since the events of September 11, 2001. As a result,
the Company’s primary source of liquidity prospectively will be from equity
sources. There is no assurance that any such equity sources will be available or
available on the terms favorable or acceptable to the Company. Additionally, our
ability to obtain such funds may be made more difficult due to the current
global financial crisis and its effect on the capital markets.





ITEM
7A.Quantitative and
Qualitative Disclosures About Market Risk


Not
applicable.





8





ITEM
8.Financial
Statements





Report
of Independent Registered Public Accounting Firm








To the
Board of Directors and Stockholders of


PSA,
Inc.








We have
audited the accompanying balance sheets of PSA, Inc. as of December 31, 2008 and
2007, and the related statements of operations, changes in stockholders’ equity/
(deficit), and cash flows for the years then ended. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.   An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of PSA, Inc. at December 31, 2008 and
2007, and the results of its operations, changes in stockholders’
equity/(deficit) and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company’s operating losses and negative working capital raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





/s/
      Semple, Marchal & Cooper, LLPPhoenix,
      ArizonaMarch
      12, 2010





9





PSA,
INC.


BALANCE
SHEETS


December
31, 2008 and 2007






2008
              
              
              2007ASSETSCurrent
      Assets:
              
              $
              —
              
              
              
              —Total
      Assets
              
              $
              —
              
              
              
              —LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      Liabilities:Accrued
      liabilities
              
              $
              195,654
              
              
              $
              177,867Total
      Liabilities
              
              
              195,654
              
              
              
              177,867Commitments
      and Contingencies
              
              
              —
              
              
              
              —Stockholders'
      Equity (Deficit):Common
      stock - $.001 par value; 75,000,000 shares authorized;43,543,541
      shares issued and 43,539,291 shares outstanding as ofDecember
      31, 2008 and 2007
              
              
              43,544
              
              
              
              43,544Paid-in
      capital
              
              
              25,448,928
              
              
              
              25,448,928Retained
      deficit
              
              
              (25,673,843)
              
              
              
              (25,656,056)Less
      Treasury Stock 4,250 shares, at cost
              
              
              (14,283)
              
              
              
              (14,283)Total Stockholders' Equity (Deficit)
              
              
              (195,654)
              
              
              
              (177,867)Total Liabilities and Stockholders' Equity (Deficit)
              
              $
              —
              
              
              $
              —








The
accompanying notes are an integral part of the financial
statements.





10





PSA,
INC


STATEMENTS
OF OPERATIONS


Years
Ended December 31, 2008 and 2007






2008
            
            
            2007Revenues
            
            $
            —
            
            
            $
            —Operating
      Costs
            
            
            —
            
            
            
            —Operating
      Income (Loss)
            
            
            —
            
            
            
            —Other
      Expense:Interest
      expense
            
            
            (17,787)
            
            
            
            (16,170)Total
      Other Expense
            
            
            (17,787)
            
            
            
            (16,170)Income
      (Loss) Before Income Taxes
            
            
            (17,787)
            
            
            
            (16,170)Income
      Taxes
            
            
            —
            
            
            
            —Net
      (Loss)
            
            $
            (17,787)
            
            
            $
            (16,170)Per
      share data (basic and diluted):Net
      (loss) per share
            
            $
            (.00)
            
            
            $
            (.00)Weighted
      Average Number of Shares Outstanding (basic and diluted):
            
            
            43,539,291
            
            
            
            43,539,291








The
accompanying notes are an integral part of the financial
statements.




11





PSA,
INC.


STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY


Years
Ended December 31, 2008 and 2007








Common
      Stock
            
            
            Paid-in
            
            
            Retained
            
            
            TreasuryShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            Stock
            
            
            TotalBalance
      at January 1, 2007
            
            
            43,543,541
            
            
            $
            43,544
            
            
            $
            25,448,928
            
            
            $
            (25,639,886
            )
            
            $
            (14,283
            )
            
            $
            (161,697
            )Net
      loss for the year ended December 31, 2007
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (16,170
            )
            
            
            
            
            
            
            (16,170
            )Balance
      at December 31, 2007
            
            
            43,543,541
            
            
            
            43,544
            
            
            
            25,448,928
            
            
            
            (25,656,056
            )
            
            
            (14,283
            )
            
            
            (177,867
            )Net
      loss for the year ended December 31, 2008
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (17,787
            )
            
            
            
            
            
            
            (17,787
            )Balance
      at December 31, 2008
            
            
            43,543,541
            
            
            $
            43,544
            
            
            $
            25,448,928
            
            
            $
            (25,673,843
            )
            
            
            (14,283
            )
            
            $
            (195,654
            )








The
accompanying notes are an integral part of the financial
statements.




12





PSA,
INC


STATEMENTS
OF CASH FLOWS


Years
Ended December 31, 2008 and 2007








2008
            
            
            2007Cash
      flows from operating activities:Net
      (loss)
            
            $
            (17,787)
            
            
            $
            (16,170)Adjustments
      to reconcile net (loss) to net cash used in operating
      activities-Changes
      in assets and liabilitiesAccrued
      liabilities
            
            
            17,787
            
            
            
            16,170Net
      cash used in operating activities
            
            
            —
            
            
            
            —Net
      increase (decrease) in cash and cash equivalents
            
            
            —
            
            
            
            —Cash
      and cash equivalents, beginning of period
            
            
            —
            
            
            
            —Cash
      and cash equivalents, end of period
            
            $
            —
            
            
            $
            —








The
accompanying notes are an integral part of the financial
statements.




13





PSA,
INC.


NOTES
TO FINANCIAL STATEMENTS




Note
1.Organization





Nature
of the Company:





The
Company changed its name in October, 2009 to Shearson American REIT, Inc. with
the purpose of creating a development stage Real Estate
Investment Trust.  The Company wishes to be a fully integrated Real
Estate Investment Trust and management firm that will acquire,
develop, own, operate and sell real estate. We intend to invest primarily in
institutional-quality multi-use and multi-family properties
located throughout the United States. The Company contemplates utilizing
HUD/GNMA securities backed financing for most of its
projects.
  Prior to
the terrorist attack on the World Trade Centers in New York City on September
11, 2001, PSA, Inc. was a holding company for entities
that were developing interactive television format with the emerging digital
broadcast and interactive technologies, and digital video production
and post product services, as well as international tour, travel and
entertainment products and services,  including an e-commerce
platform for purchasing travel services.  Most of the operations of
the subsidiaries of the Company were located near the World
Trade Center. As a result of the damage done to the Company’s subsidiaries and
because of the decimation to the travel industry in general
as a result of the event,  the Company discontinued its operations
near the end of 2001. The subsidiaries ultimately either were liquidated
through bankruptcy or closed without any return to the Company of its investment
in these subsidiaries.
  The
largest subsidiary held by the company at the end of 2001, S.M.A. Real Time,
Inc., declared bankruptcy in 2003 and was liquidated without
any benefit to the Company in 2005.  The subsidiaries, Royal
International Tours, Inc., Travel Treasures, Inc. and Jet Vacations were
closed down without any benefit realized by the Company.
  The
Company had a pending contract with New York Network, LLC which would have
included ten low power television licenses under the call
sign WBVT-TV, another with Victory Entertainment Corp. and finally a contract
with U.S. Dental, Inc.  The Company was unable to
complete these acquisitions and any contract cost or advances made towards the
acquisitions were lost.








Note
2.Summary of
Significant Accounting Polices and Use of Estimates.





Accounting
Estimates:




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could materially differ from those
estimates.




Net Loss per
Share:




Statement
of Financial Accounting Standards No. 128, “Earnings per Share,” (“SFAS
128”) provides for the calculation of basic and diluted earnings per share. The
calculation of both basic and diluted earnings per share include the effects of
the rescissions and retractions of certain previously authorized shares and
stock splits as further detailed in Note 5. Basic earnings per share includes no
dilution and is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution of securities that could share
in the earnings of an entity. Dilutive securities are not included in the
weighted average number of shares when inclusion would be
anti-dilutive.




Income taxes:




The
Company utilizes the liability method to account for income taxes. This method
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of existing temporary differences between the financial
reporting and tax-reporting basis of assets and liabilities, and operating loss
and tax credit carry forwards for tax purposes.




14


Going
Concern





The
Company has limited finances and requires additional funding in order to
accomplish its business objectives.  There is no assurance that the
Company can raise additional capital to allow it to achieve those business
objectives.  There is also no assurance that even if the Company
manages to obtain adequate funding, that such funding will succeed in enhancing
the Company’s business and will not ultimately have an
adverse effect on the Company’s business and operations. These factors raise
substantial doubt about the Company’s ability to continue
as a going concern.
  Recent Accounting
Pronouncements:
  There
have been no recent accounting pronouncements or changes in accounting
pronouncements during the year ended December 31, 2008 that are of
significance, or potential significance, to us.








Note
3.Accrued
Liabilities





Accrued
liabilities consist of the following:




December 31,
            
            
            December 31,2008
            
            
            2007Litigation
      judgment
            
            $
            100,501
            
            
            $
            100,501Accrued
      interest on litigation judgment
            
            
            95,153
            
            
            
            77,366Total
      accrued liabilities
            
            $
            195,654
            
            
            $
            177,867








Note
4.Income
Taxes





As a
result of net operating losses, the Company has not recorded a provision for
income taxes. The components of the deferred tax assets and related valuation
allowance at December 31, 2008 and 2007 are as follows:


December 31,
            
            
            December 31,2008
            
            
            2007Deferred
      tax assets:Net
      operating loss carryforwards
            
            
            1,675,796
            
            
            
            1,668,682Total
      deferred tax assets
            
            
            1,675,796
            
            
            
            1,668,682Less:
      valuation allowance
            
            
            (1,675,796)
            
            
            
            (1,668,682)Net
      deferred taxes
            
            $
            —
            
            
            $
            —





As of
December 31, 2008 and 2007 the Company has net operating loss carryforwards of
approximately $4,200,000. The Company believes sufficient uncertainty exists
regarding the realizability of the deferred tax assets such that a full
valuation allowance is required.




On
January 1, 2007, the Company adopted the provisions of FIN 48. There
was no cumulative effect as a result of applying FIN 48 and no adjustment
was made to the opening balance of accumulated deficit. Additionally, the
Company did not have any unrecognized tax benefits or accrued amounts for
interest and penalties as of December 31, 2008 or December 31, 2007,
respectively. Future amounts of accrued interest expense and penalties, if any,
will be recorded as a component of income tax expense. The Company does not
expect that the amount of unrecognized tax benefits will change significantly in
the next 12 months.


15
 
 Note
5.Stockholders’
Equity (Deficiency)
  On
December 20, 2001 the Company cancelled, retracted, revoked or otherwise
rescinded the following prior approvals and authorizations:





The
Rights Offering to Existing Shareholders of 11,000,000 units consisting of one
share of common stock and one warrant as of September 30, 2001 since no proceeds
had been received by the Company.





Authorization
of the issuance of 4,000,000 shares of restricted common stock to David E. Walsh
for past services from May, 1994 to


May,
1998.





Authorization
of the issuance of 2,730,000 shares of restricted common stock to David E. Walsh
on May 20, 1998 for past services during the year 1997.





Authorization
for the issuance of 1,535,000 (pre-dividend) shares of restricted common stock
to David E. Walsh on May 15, 1999 for past services during the year June, 1998
through May, 1999.





Authorization
for the issuance of 5,700,000 shares of restricted common stock to David E.
Walsh on September 15, 1999 for  services under a five year employment
contract.





Authorization
of issuance of 49,087,091 shares of restricted common stock to David E. Walsh on
October 5, 2001 for and in  consideration for the remainder of Walsh
ownership interests of equity in related subsidiaries.





Authorization
for the issuance of 5,300,000 shares of restricted common stock to the Walsh
Family Irrevocable Trust on March 10, 1999 issued for loss of liquidity,
dilution or loss of investment opportunity.





Authorization
for a one for twenty (1/20) reverse stock split of common stock on June 28,
2001.





Authorization
for a 200%, two for one (2/1), stock dividend on May 14, 1999.





Authorization
for a one for fifty reverse stock split of common stock on September 6,
1998.





Authorization
for the issuance of 1,516,667 shares to WBVT as the purchase contract was
cancelled.





Authorization
for the issuance of 625,000 shares for the purchase of Pacific States Airline
Services, Inc. as the contract was cancelled.


16
  Note 6.Quarterly Financial Information
(Unaudited)





Quarter
      EndedMarch 31,
            
            
            June 30,
            
            
            September 30,
            
            
            December 31,2008
            
            
            2008
            
            
            2008
            
            
            2008Revenues
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Operating
      Costs
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Operating
      Income (Loss)
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Interest
      expense
            
            
            4,447
            
            
            
            4,447
            
            
            
            4,447
            
            
            
            4,446Other,
      net
            
            
            4,447
            
            
            
            4,447
            
            
            
            4,447
            
            
            
            4,446Net
      (Loss)
            
            
            (4,447)
            
            
            
            (4,447)
            
            
            
            (4,447)
            
            
            
            (4,446)Net
      (Loss) per share (basic and diluted)
            
            
            .00
            
            
            
            .00
            
            
            
            .00
            
            
            
            .00Weighted
      average shares outstanding (basic and diluted)
            
            
            43,539,291
            
            
            
            43,539,291
            
            
            
            43,539,291
            
            
            
            43,539,291






Quarter
      EndedMarch 31,
            
            
            June 30,
            
            
            September 30,
            
            
            December 31,2007
            
            
            2007
            
            
            2007
            
            
            2007Revenues
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —Operating
      Costs
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Operating
      Income (Loss)
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Interest
      expense
            
            
            4,042
            
            
            
            4,043
            
            
            
            4,042
            
            
            
            4,043Other,
      net
            
            
            4,042
            
            
            
            4,043
            
            
            
            4,042
            
            
            
            4,043Net
      (Loss)
            
            
            (4,042)
            
            
            
            (4,043)
            
            
            
            (4,042)
            
            
            
            (4,043)Net
      (Loss) per share (basic and diluted)
            
            
            .00
            
            
            
            .00
            
            
            
            .00
            
            
            
            .00Weighted
      average shares outstanding (basic and diluted)
            
            
            43,539,291
            
            
            
            43,539,291
            
            
            
            43,539,291
            
            
            
            43,539,291





17





ITEM
9.Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None








ITEM
9A(T).Controls and
Procedures





Evaluation of Disclosure Controls and
Procedures
  As
further detailed under Note 1, to the Financial Statements, The Company has been
inactive since the events of September 11, 2001 and management has determined
that internal control procedures under these circumstances are generally not
applicable. However, the Company’s management does have the necessary process to
assure that the disclosures by the Company in the reports that it files or
submits under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) are appropriate.





Management’s Report on Internal
Control Over Financial Reporting
  The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company, as such term is
defined in Exchange Act Rule 13a-15(f). Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company does have the necessary process to provide that
assurance. However, the Company has been inactive since the events of September
11, 2001 and management has determined that internal control procedures under
these circumstances are generally not applicable.
  This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.


Changes in Internal Controls Over
Financial Reporting




As
further noted above, due to the inactivity of the Company, management has
determined that internal control procedures under these circumstances are
generally not applicable.








ITEM
9B.OTHER
INFORMATION.





None





18





PART
III








ITEM
10. Directors,
Executive Officers, Promoters and Control Persons, Compliance with Section 16(a)
of the Exchange Act





As of
December 31, 2008, there were no agreements or understandings for the officer or
director to resign at the request of another person.




As of
December 31, 2008, the officers and directors of the Company were:




Name:
            Age
            PositionJohn
    Williams
            88
            Chairman of the
      Board of Directors, CEO & CFO





John Williams.Mr.
Williams is Chairman and Chief Executive Officer, CFO & Director. He is also
Managing Director of John Williams and Partners, an Architectural and
Construction Management Firm and has been with the firm since
1958.  Mr. John Doss Williams, AIA/NOMA graduated from the University
of Southern California with a Bachelor of Architecture Degree in
1955.  He is a member of the American Institute of Architects since
1958.  Among his most note worthy Design accomplishments have been The
Bradley International Terminal (LAX) $125,000,000. The Willowbrook Shopping
Center, and more than one hundred other projects from Redevelopment Projects to
Master Planned Communities; which included working drawings for Mid-Rise to
High-Rise Residential and Commercial, Schools, Government and Public
Buildings.  Mr. Williams joined the Board of Directors of PSA, INC.,
in 1999.





Director
Committees






Executive
      Committee:
            Currently inactive
      as Company has one employee, John Williams, CEOAudit
      Committee:
            Currently inactive
      as Company has one employee, John Williams, CEOCompensation
      Committee:
            Currently inactive
      as Company has one employee, John Williams,
CEO





Board
of Directors and Committees





PSA's
Board of Directors presently consists of one member, John Williams, Chairman and
a Director. The Bylaws of PSA generally provide for majority approval of
directors in order to adopt resolutions.  The Board of Directors may be
expanded in the future.  All employee and consultant compensation,
including payroll expenditures, salaries, stock options, stock incentives, and
bonuses, must be approved by the unanimous consent of the members of the
Compensation Committee of PSA's Board of Directors. The Compensation Committee
is currently inactive until such time as additional Directors are added to the
Board of Directors.




The Audit
Committee is authorized by the Board of Directors to review, with PSA's
independent accountants, the annual financial statements of PSA prior to
publication, and to review the work of, and approve non-audit services preformed
by, such independent accountants.  The Audit Committee will make annual
recommendations to the Board for the appointment of independent public
accountants for the ensuing year.  The Audit Committee will also
review the effectiveness of the financial and accounting functions and the
organization, operations and management of PSA. The Audit Committee is currently
inactive until such time as additional Directors are added to the Board of
Directors.




The
Executive Committee was formed for the purpose of assisting PSA’s management
with strategic decisions and acting as a liaison between PSA’s executive
officers and the full Board of Directors.  The Executive Committee is
currently inactive until such time as additional Directors are added to the
Board of Directors.





Compliance
with Section16(a) of the Exchange Act





Section
16(a) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”)
requires PSA’s officers and directors, and persons who own more than ten percent
(10%) of its Common Stock to file reports of ownership and changes of ownership
with the Securities and Exchange Commission. Such persons are also required to
furnish PSA with copies of all Section 16(a) forms they file.




Based
solely on PSA’s review of the copies of those forms received by PSAZZ, or
written representations from such persons that no forms were required to be
filed, it appears that all reports due were timely filed, except for the Form 5
filings, which are yet to be made, and the Form 4 filing.





19





ITEM 11.Executive
Compensation





The
following table sets forth certain compensation paid or accrued by PSA during
the years ended December 31, 2006, December 31, 2007 and December 31, 2008 to
its Chief Executive Officer and Chief Financial Officer (the “Named Executive
Officers”).






Name
            Position
            Year
            Salary
            Bonus
            Other
    CompensationJohn Williams
      (1)
            CEO, CFO
            2006
            $-0-2007
            $-0-2008
            $-0-








ITEM
12.Security
Ownership of Certain Beneficial Owners and Management





The
following table contains information regarding the shareholdings, as of December
31, 2008, of PSA’s current directors and executive officers and those persons or
entities who beneficially own more than 5% of its common stock (giving effect to
the exercise of any warrants held by each such person or entity which are
currently exercisable or may be exercised within 60 days of the date of this
Annual Report):






Name
      and Title
            Number of
      Shares of
              Common
      Stock
              Beneficially Owned
            Percent
      of
                Common
      Stock
                Beneficially
      Owned (1)Walsh Family Trust
      (2)

              Principle
      Shareholder
                540
      Brickell Drive,  #1024
                  Miami,
      Florida33131
            23,738,650
            54.52%John
      Williams
              CEO,
      Board of Directors Chairman
                5777
      W. Century Blvd. #1188
                Los
      Angeles, California 90045
            -0-
            -0-All Officers and
      Directors as a Group (2 persons)
            23,738,650
            54.52%




(1)           Percentages
based upon 43,539,291 shares of the Company common stock outstanding as of
December 31, 2008.








ITEM
13.Certain
Relationships and Related Transactions of PSA





None








ITEM
14.Principal
Accounting Fees and Services





As of the
date of this report the Company has paid its auditors a sum of $10,000 for audit
services covering the years ended December 31, 2008 through December 31,
2007.








ITEM
15.Exhibits


ExhibitsExhibit No.
    31
              Certification of
      Chief Executive Officer and Chief Financial Officer Pursuant to Rules
      13a-14 and 15d-14 of the Securities Exchange Act of
  1934Exhibit No.
    32
              Certification of
      Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
  20




SIGNATURES





In
accordance with Section 13 of 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized.






PSA,
      Inc.By:
              /s/ John
      WilliamsJohn
      WilliamsCEO
      and Chief Financial Officer


Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.






Name
                Title
                Date/s/
      John Williams
                Chairman
      of the Board
                March12,
      2010John
    Williams
  21