U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K /A


(Amendment No. 1)





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





Shearson American REIT, Inc.


(formerly known as PSA, Inc. )





Nevada
88-0212662(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)1601 N. 7 th Street, Suite 340, Phoenix, AZ
85006(Address of principal executive offices)
(Zip Code)








Registrant’s telephone number, including area code: (602) 743-7796


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 n seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  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  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  þ    No  o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No  o





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   o      No   þ





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008 was $1,980 based on a closing bid quotation on the OTC Bulletin Board on that date of $.0001 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.




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.





As of November 9, 2010, a total of 43,539,291 of the registrant’s common stock was outstanding.





Documents Incorporated By Reference


None


1







PSA, INC.


ANNUAL REPORT ON FORM 10-K


FOR THE YEAR ENDED DECEMBER 31, 2008





TABLE OF CONTENTS




PART IPageItem 1.
Business
4Item 1A.
Risk Factors
8Item 1B.
Unresolved Staff Comments
9Item 2.
Properties
9Item 3.
Legal Proceedings
9Item 4.
[Removed and Reserved]
10PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10Item 6.
Selected Financial Data
11Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
12Item 8.
Financial Statements and Supplementary Data
13Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
22Item 9A.
Control s and Procedures
22Item 9B.
Other Information
23PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
23Item 11.
Executive Compensation
25Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
25Item 13.
Certain Relationships and Related Transactions, and Director Independence
26Item 14.
Principal Accountant Fees and Services
26PART IVItem 15.
Exhibits and Financial Statement Schedules
27











2




EXPLANATORY NOTE





This Form 10-K/A (Amendment No.1) is being filed by Shearson American REIT, Inc. (the “Company”) to amend the Company’s Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2010 (“Initial 10-K”).  This Form 10-K/A (Amendment No.1) is filed to amend the Initial 10-K in response to comments received from the SEC.  Among other amendments, we are correcting the disclosures on the cover page of the Initial 10-K to correctly indicate  that the Company is not a shell company.





This Form 10−K/A (Amendment No.1) does not reflect events occurring after the filing of the Initial 10-K on March 15, 2010, and no other information in the Initial 10-K is amended hereby. Other events or circumstances occurring after the date of the Initial 10-K or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Initial 10-K. Accordingly, this Form 10−K/A (Amendment No.1) should be read in conjunction with the Initial 10-K and our filings with the SEC subsequent to the filing of the Initial 10−K.








Special Note Regarding Forward Looking Statements





In addition to historical information, this Form 10-K contains certain "forward-looking statements".  All statements contained in this Form 10-K, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services, developments or industry rankings; any statements regarding future revenue, economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances.  However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties described under Item 1A – Risk Factors below that may cause actual results to differ materially.





Consequently, all of the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.  Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company's views as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.








3







PART I





ITEM 1.     Business




General




SHEARSON AMERICAN REIT, INC. ("SHEARSON" or "SART-I") was originally incorporated as  PSA, INC. (“PSA”), a California Corporation on May 27, 1994.





CHANGES IN CONTROL OF REGISTRANT





PSA, Inc. ("PSA" or the "Company") became a publicly-held company upon completion of its merger in  April 1998 with American Telecommunications Standard International, Inc. ("ASAT"), originally incorporated in Nevada in 1985. In connection with the merger, ASAT changed its trading symbol from ASAT to PSAZ. On September 22, 1998, the Company changed its trading symbol to PSAX and then back to PSAZ on July 31, 2001. The Company's shares of common stock were traded on OTC Bulletin Board.





Upon effectiveness of the merger, pursuant to Rule12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission, PSA elected to change its name from ASAT to PSA, INC. for reporting purposes under the Securities Exchange Act of 1934 and elected to report under the Act effective February 18, 2000.





Subsequently, PSA, Inc., a Nevada Corporation, acquired all of the outstanding shares of Common stock of Canticle Corporation ("Canticle"), a Delaware Corporation, from the shareholders thereof in an exchange for an aggregate of 56,000 shares of common stock of PSA (the "Acquisition"). As a result, Canticle became a wholly-owned subsidiary of PSA.





The Acquisition of Canticle was approved by the unanimous consent of the Board of Directors of PSA on February 11, 2000. The Acquisition was effective February 18, 2000. The Acquisition was intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.





PSA had 31,500,235 shares of common stock issued and outstanding prior to the Acquisition and 31,556,235 shares issued and outstanding following the Acquisition.





Upon effectiveness of the Acquisition, pursuant to Rule12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission, PSA elected to become the successor issuer to Canticle for reporting purposes under the Securities Exchange Act of 1934 and elected to report under the Act effective February 18, 2000.





Ownership control has not changed since the original incorporation of PSA, Inc. in California on May 27, 1994.





GENERAL BUSINESS PLAN





The Company changed its name on October 16, 2009to Shearson American REIT, Inc.  with the sole purpose of becoming a Real Estate Investment Trust (REIT).  The Company and its management have no experience in operating or creating a REIT, nor is there any assurance that we can acquire an existing REIT.





The Board of Directors authorized the development of a Business Plan and an implementation document to qualify as a Real Estate Investment Trust (REIT) and or acquire an existing REIT.  It was further resolved that the Company would do business as (DBA) PSA, Inc. until such time as it qualifies as a REIT.





For the Company to qualify as a REIT it must qualify under the Internal Revenue Code, Section 857 (IRS Code).  The Company has not sought approval nor does it believe that it currently qualifies as a REIT.  Under the IRS Code the Company, among other requirements, must have a minimum of 100 shareholders, have no more than 50% of the shares held directly or indirectly by five or fewer individuals by the 2 nd year as a REIT, invest at least 75% of total assets in qualifying real estate assets, derive at least 75% of gross income from rents from real property, or interest on mortgages on real property and distribute 90% of otherwise taxable income.




4





The Company currently has no qualifying REIT assets. The Company believes that the lack of existing assets may provide a competitive advantage over existing REITs. The Company is not burdened with assets acquired prior to the current downturn in the real estate market.  It is probable that an existing REIT may have assets that would be depressed in comparison to the original purchase price.  It is also possible that the original cost of capital to the existing REIT may be higher than that available to the Company in the current market. Conversely, the Company has no history of acquiring properties that existing REITs may have. This lack of experience on the part of Company management in making acquisitions is a competitive disadvantage to the Company.





A REIT security sells like a stock on the major exchanges and invests in real estate directly, either through properties or mortgages.





Equity REITs: Equity REITs invest in and own properties (thus responsible for the equity or value of their real estate assets).  Their revenues come principally from their properties’ rents.





Mortgage REITs: Mortgage REITs deal in  investment  and ownership of property mortgages. These REITs loan money for mortgages to owners of real estate, or purchase existing mortgages or mortgage-backed securities. Their revenues are generated primarily by the interest that they earn on the mortgage loans.





Hybrid REITs: Hybrid REITs combine the investment strategies of equity REITs and mortgage REITs by investing in both properties and mortgages. Individuals can invest in REITs either by purchasing their shares directly on an open exchange or by investing in a mutual fund that specializes in public real estate. An additional benefit to investing in REITs is the fact that many are accompanied by dividend reinvestment plans (DRIPs). Among other things, REITs invest in shopping malls, office buildings, apartments, warehouses and hotels. Some REITs  will invest  specifically in one area of real estate - shopping malls, for example - or in one specific region, state or country. Investing in REITs is a liquid, dividend-paying means of participating in the real estate market.





When and if SHEARSON completes qualification as a REIT it may later locate another company to acquire.  The acquisition would most likely take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.  It is probable that the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.  SHEARSON has had no discussion or negotiations with any candidates with respect to possible corporate acquisitions, mergers or similar transactions.





No assurances can be given that if SHEARSON elects to acquire a target company that it will be successful in locating or negotiating with one.





ASPECTS OF A REPORTING COMPANY:





There are certain perceived benefits to being a reporting company. These are commonly thought to include the following:





·
increased visibility in the financial community;


·
provision of information required under Rule 144 for trading of eligible securities;


·
compliance with a requirement for admission to quotation on the OTC Bulletin Board or on the NASDAQ Capital Market;


·
the facilitation of borrowing from financial institutions;


·
increased valuation;


·
greater ease in raising capital;


·
compensation of key employees through stock options for which there may be a market valuation;


·
enhanced corporate image.




5





There are also certain perceived disadvantages to being a reporting company. These are commonly thought to include the following:





·
requirement for audited financial statements;


·
required publication of corporate information;


·
required filings of periodic and episodic reports with the Securities and Exchange Commission;


·
increased rules and regulations governing management, corporate activities and shareholder relations.








COMPARISON WITH INITIAL PUBLIC OFFERING





Certain private companies may find a business combination more attractive than an initial public offering of their securities.  Reasons for this may include the following:





·
inability to obtain an underwriter;


·
possible larger costs, fees and expenses of a public offering;


·
possible delays in the public offering process;


·
greater dilution of outstanding securities.





Certain private companies may find a business combination less attractive than an initial public offering of their securities.  Reasons for this may include the following:





·
no investment capital raised through a business combination;


·
no underwriter support of trading.





POTENTIAL TARGET COMPANIES





Business entities, if any, which may be interested in a combination with SHEARSON, may include the following:





·
a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;


·
a company which is unable to find an underwriter of its securities or is  unable to find an underwriter of securities on terms acceptable to it;


·
a company which wishes to become public with less dilution of its  securities than would occur upon an underwriting;


·
a company which believes that it will be able to obtain investment capital on more favorable terms after it has become public;


·
a foreign company which may wish an initial entry  into  the United  States securities market;


·
a special situation company, such as a company seeking a public market  to satisfy redemption requirements under a qualified Employee Stock Option Plan;


·
a company seeking one or more of the other perceived benefits of becoming a public company.





No assurances can be given that if SHEARSON so elects to acquire a target company or REIT that it will be able to enter into any business combination, as to the terms of a business combination, or as to the nature of a target company.





SHEARSON has voluntarily filed a registration statement on Form 10 with the Securities and Exchange Commission and was under no obligation to do so under the Exchange Act.  SHEARSON will continue to file all reports required of it under the Exchange Act until a business combination has occurred.  A business combination may result in a change in control and management of SHEARSON.  Since a principal benefit of a business combination with SHEARSON would normally be considered its status as a reporting company, it is anticipated that SHEARSON will continue to file reports under the Exchange Act following a business combination.  No assurance can be given that this will occur or, if it does, for how long.




6





We presently have no employees apart from our management. All of our officers and directors are engaged in outside business activities and anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than as a direct result, if any, incident to a business combination. The Company’s CEO, President, COO and CFO are expected to work full time, at no less than 40 hours per week, once the Company has commenced substantial operations.





On January 26, 2010, the Company received notice from the U.S. Securities and Exchange Commission in connection with its Order Instituting Administrative Proceedings (“IAP”) pursuant to Section 12(J) of the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).  The IAP was instituted since the Company had been deficient in complying with the Company’s obligations under Exchange Act for several years. Specifically, the Company failed to file Form 10-Ks for the years ended December 31, 2000 through December 31,  2007.  In addition, the Form 10-Ks for the years ended December 31, 2008 and 2009 were not filed timely.  In addition, the Form 10-Qs for 2001 through 2009 were not filed.  As a consequence of the Company’s failure to file these reports, all of the Company’s securities were involuntarily deregistered pursuant to 12(j) of the Exchange Act, which in part prohibits broker dealers from effecting transactions in the Company’s securities until the securities are registered.  Accordingly, the Company has filed a registration statement Form 10 with the Securities and Exchange Commission.





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; as the Company derived all of its revenue from the Travel Industry.  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., and 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 s part of the consideration for the purchase was issued.




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”) formerly known as Pacific Southwest Airlines, Inc., 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 a $1,000,000 note 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 Pacific Southwest Airline Services, Inc. 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





As of December 31, 2008, the Company had one employee, John Williams, CEO and CFO. Mr. Williams devoted a portion of his time to his duties with PSA while devoting his remaining time to his other business affairs.




7





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 had 75,000,000 authorized shares of common stock as of March 15, 2010. As of March 15, 2010, we had 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 es 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 or 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.





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.





8




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 was quoted on the OTCBB as of December 31, 2008. 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





Not applicable.








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 2000, 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.




9




Zurlo v. PSA, INC. et al., Superior Court of Los Angeles Count California Cas e No. 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 March 15, 2010 the Company has no outstanding or pending litigation matters.








ITEM 4.       [Removed and Reserved]








PART II








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





(a) General.  As of December 31, 2008, PSA had an authorized capitalization of 75,000,000 shares of common stock, $.001 par value per share, of which 43,543,541 shares had been issued and 43,539,291shares were 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.





10





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.








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. 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.





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 further details.








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.




11





On January 26, 2010, the Company received notice from the U.S. Securities and Exchange Commission in connection with an Order Instituting Administrative Proceedings (“IAP”) pursuant to Section 12(J) of the Securities and Exchange Act of 1934, as amended (“the Exchange Act”).  The IAP was instituted since the Company had been deficient in complying with the Company’s obligations under the Exchange Act for several years. Specifically, the Company failed to file Form 10-Ks for the years ended December 31, 2000 through December 31, 2007.  In addition, the Form 10-Ks for the years ended December 31, 2008 and 2009 were not filed timely.  In addition, the Form 10-Qs for 2001 through 2009 were not filed.  As a consequence of the Company’s failure to file these reports, all of the Company’s securities were involuntarily deregistered pursuant to 12(j) of the Exchange Act which, in part, prohibits broker dealers from effecting transactions in the Company’s securities until the securities are registered.  Since the Company has not been active and has not attempted to raise capital, the deregistration has had no current impact on the Company’s liquidity or capital resources. However, the deregistration will have negative impact on the future liquidity and the Company’s ability to access capital resources. Accordingly, the Company has filed a Form 10, General Form for Registration of Securities, with the Securities and Exchange Commission on July 9, 2010.





ITEM 7A.         Quantitative and Qualitative Disclosures About Market Risk





Not applicable.








12








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








13








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.








14





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.





15














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


$
(25,656,056
)

$
(14,283
)

$
(177,867
)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


—



—



—



(25,509
)






(25,509
)Balance at December 31, 2008


43,743,541


$
43,544


$
25,448,928


$
(25,673,843
)

$
(14,283
)

$
(195,654
)


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








16







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.





17





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 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.





18




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.





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
 A judgment was entered against the Company in 2002 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.  The Company disputes the judgment and has a continuing effort to settle this claim.








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

$
—


$
—
 
 19
 
 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.








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.





20





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


Note 7.   Revisions





As of October 28, 2010 these financial statements were revised to include an expanded explanation of the accrued liabilities detailed in Note 3 to the financial statements.





21








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





SHEARSON has changed accountants since its formation and there are no disagreements with the findings of its accountants.





The accountants formerly were Rosen and Rosen, New York, New York, which resigned in 2002. The accountants currently are  Semple, Marchal & Cooper, LLP, Phoenix, Arizona.





On November 5, 2009, the Board of Directors of the Company approved the engagement of  Semple, Marchal & Cooper, LLP ("SM&C") to serve as the Company's independent registered public accounting firm for the Company's fiscal years ending December 31, 2007, 2008 and 2009.





Prior to November 5, 2009, the date that SM&C was retained as the independent registered public accounting firm of the Company:





(1) The Company did not consult SM&C regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements;





(2) Neither a written report nor oral advice was provided to the Company by SM&C that they concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; and





(3) The Company did not consult SM&C regarding any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or any of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K.








ITEM 9A.     Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of December 31, 2008.  Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were effective.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.  However, management believes that our system of disclosure controls and procedures is designed to provide a reasonable level of assurance that the objectives of the system will be met.





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 accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
 22


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. These inherent limitations are an intrinsic part of the financial reporting process. Therefore, although the Company’s management is unable to eliminate this risk, it is possible to develop safeguards to reduce it. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





The Company’s management, under the supervision of and with the participation of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 based on criteria for effective control over financial reporting described in  Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2008 in accordance with the COSO criteria.





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 ControlOver Financial Reporting





There have not been changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








ITEM 9B.     OTHER INFORMATION.





None





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, the officers and directors of the Company were:





Name:
Age
PositionJohn Williams
87
Chairman of the Board of Directors, CEO & CFO





JohnWilliams has served as a Director of the Company since its inception and as Chairman and CFO since 2002.  Mr. Williams has served as the Company's CEO since December, 2000. He is also Managing Director of John Williams and Partners, an architectural, civil engineering and construction management firm and has been with the firm since 1958.   The firm has been certified as a minority business enterprise with the Department of Transportation, the City of Los Angeles, the L.A. Unified School District, Caltrans and the Department of Airports.   Mr. Williams, AIA/NOMA , graduated from the University of Southern California with a Bachelor of Architecture Degree in 1955.   He has been a member of the American Institute of Architects since 1958.   Among his most noteworthy design accomplishments have been The Bradley International Terminal (LAX) , 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.  As a result of these and other professional experiences, Mr. Williams possesses particular knowledge and experience in key aspects of the real estate business, public company management and strategic planning that strengthen the Company and the Board’s collective qualifications, skills and experience.




23





All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. The executive officers serve at the pleasure of the Board of Directors.





There are no agreements with respect to electing directors or selecting officers.  There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.  There are no family relationships among our executive officers and directors.





We do not have an audit, nominating or compensation committee. The Company has been inactive since September 11, 2001.  Consequently, management has determined that the establishment of these committees is unnecessary until such time that full operations commence as further detailed under ITEM 1. Description of Business.





We intend, however, to establish an audit, nominating and a compensation committee of our Board of Directors in the future, once we have sufficient independent directors. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditor, evaluating our accounting policies and our system of internal controls. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.





CODE OF ETHICS
 
 Our Board of Directors has not yet adopted a Code of Business Conduct and Ethics due to our small size.





Shareholder Nominations
 
 There have been no material changes to the procedures by which our shareholders may recommend nominees to the Board of Directors during our 2008 fiscal year.





Compliance with Section   16(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.








24





ITEM 11.    Executive Compensation





The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during our past two fiscal years awarded to, earned by or paid to each of the following individuals.  Salary and other compensation for these officers were set by the Board of Directors.  No other officers or employees received any compensation during either of the last two fiscal years.








SUMMARY COMPENSATION TABLE




Name and

Principal Position

(a)
Year

(b)

Salary

($)

(c)

Bonus

($)

(d)

Stock

Awards

($)

(e)

Option

Awards

($)

(f)

Non-Equity

Incentive

Plan

Compen-

sation

($)

(g)

All Other

Compen-

sation

($)

(i)

Total

($)

(j)John Williams, CEO & CFO
2007

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-2008

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-

$-0-
 Outstanding Equity Awards at Fiscal Year End





None.





Equity Compensation, Pension or Retirement Plans





No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.





Options/SARS Grants During Year





None.





Long-term Incentive Plan Awards in Last Year





None





Employment Agreements




None


COMPENSATION OF DIRECTORS





At this time, the Company’s directors receive no remuneration for their services, nor does the Company reimburse directors for expenses incurred in their service to the Board of Directors.








ITEM 12.     Security Ownership of Certain Beneficial Owners and Management




25





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 December 31, 2008):


Name and Title
Number of Shares of

Common Stock

Beneficially Owned
Percent of

Common Stock

Beneficially Owned (1)Walsh Family Trust (2)

PrincipalShareholder

540 Brickell Drive,  #1024

Miami, Florida33131
23,738,650
54.52%John Williams

CEO, CFO, Board of Directors Chairman

5777 W. Century Blvd. #1188

Los Angeles, California 90045
-0-
-0-All Officers and Directors as a Group (1 person)
-0-
-0-
 
 (1)           Percentages based upon 43,539,291 shares of the Company common stock outstanding as of December 31, 2008.





(2)             Ownership control has not changed since the last Form 10-Q was filed with the SEC for the Second Quarter of 2001.








ITEM 13.     Certain Relationships and Related Transactions and Director Independence





None .





Director Independence





Using the standards of the NYSE Amex, which the Company is not subject to, Company's Board has determined that the Company's sole director does not qualify under such standards as an independent director.  The Company did not consider any relationship or transaction between itself and the sole director not already disclosed in this report in making this determination.








ITEM 14.    Principal Accounting Fees and Services





The Companypaid or accrued the following fees in each of the prior two fiscal years to its principal accountant, Semple, Marchal & Cooper, LLP:








Year ended


Year endedDecember 31,


December 31,2008


20071

Audit fees

$
-0-



-0-2

Audit-related fees


-0-



-0-3

Tax fees


-0-



-0-4

All other fees


-0-



-0-Totals

$
-0-


$
-0-





26





No fees were paid or accrued during either of the fiscal years listed above.  Instead, the audit expenses for the audits performed for these fiscal years were incurred and paid in a subsequent fiscal year.





As part of its responsibility for oversight of the independent registered public accountants, the Board of Directors has established a pre-approval policy for engaging audit and permitted non- audit services provided by our independent registered public accountants, Semple, Marchal & Cooper, LLP.  In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board.





The Company’s principal accountant, Semple, Marchal & Cooper, LLP, did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.








ITEM 15.     Exhibits





Exhibits31.1
Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 193431.2
Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 193432
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








27





SIGNATURES





In accordance with Section 13 of 15(d) of the Securities Exchange Act of 1934 , the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.





Shearson American REIT, Inc.
Date:By:
/s/ John Williams
November 9, 2010John WilliamsCEOBy:
/s/ John D. Glassgow
November 9, 2010John D. GlassgowCFO





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
November 9, 2010John Williams/s/ John D. Glassgow
Director
November 9, 2010John D. Glassgow/s/ Patrick Galvin
Director
November 9, 2010Patrick Galvin