UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


AMENDMENT
NO. 1





x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934


For
the Fiscal Year Ended December 31, 2009


OR


o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF
      THE SECURITIES EXCHANGE ACT OF 1934


From
the Transition Period from ____ to _____





Commission
File Number: 333-139042





SHOPOFF
PROPERTIES TRUST, INC.


(Exact
Name of Registrant as Specified in Its Charter)




Maryland
                20-5882165(State
      or Other Jurisdiction of
                  Incorporation
      of Organization)
                (I.R.S.
      Employer Identification No.)8951
      Research Drive
                  Irvine,
      California
                92618(Address
      of Principal Executive Offices)
                (Zip
      Code)




(877)
874-7348


(Registrant’s
Telephone Number, Including Area Code)





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




Title
      of Each Class:
            
            Name
      of Each Exchange on Which RegisteredNone
            
            None




Securities
registered pursuant to Section 12(g) of the Act: None





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





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 x 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Sections 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 x 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 the Form 10-K or any amendment of the
Form 10-K. x





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
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 x




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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of the last business day of the Registrant’s most recently
completed second fiscal quarter, based upon the sales price of $9.50 per share
(the price at which the common equity was last sold), was
$17,557,900.





As of
March 29, 2010, there were 1,912,100 outstanding shares of common stock of the
Registrant.











Explanatory
Note






We,
Shopoff Properties Trust, Inc. (“we”, “us”, “our”), are filing this
Amendment No. 1 ("Amendment No. 1") to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 (the "Form 10-K"), which was originally
filed with the Securities and Exchange Commission on March 30, 2010. This
Amendment No. 1 is being filed solely for the purpose of correcting the
certifications set forth in Exhibits 31.1 and 31.2 to delete the titles of the
certifying executives within the text and in 32.1 and 32.2 to add language
regarding our results of operations that was inadvertently omitted.




This
Amendment No. 1 amends and restates Exhibits 31.1, 31.2, 32.1 and 32.2 in their
entirety. No other information included in the original Form 10-K is amended
hereby.  Accordingly, this Amendment No. 1 to our Annual Report on
Form 10-K does not reflect events occurring after the original filing of the
Form 10-K or modify or update the disclosure contained therein in any way other
than as described above. This amendment should be read in conjunction with the
original Form 10-K and our other reports filed with the Securities and Exchange
Commission subsequent to the filing of our original Form 10-K, including any
amendments to those filings.









SIGNATURE






Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.




SHOPOFF
      PROPERTIES TRUST, INC.Date:
      October 28, 2010By:
                        /s/
      William A.
      ShopoffWilliam
      A. ShopoffPresident
      and Chief Executive
Officer














EXHIBIT
INDEX
  ExhibitNo.31
                .1
                
                Certification
      of William A. Shopoff pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231
                .2
                
                Certification
      of Kevin M. Bridges pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232
                .1
                
                Certification
      of William A. Shopoff pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232
                .2
                
                Certification
      of Kevin M. Bridges pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002