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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934From 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(Zip Code)(Address of Principal Executive
    Offices)   (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
  o þ
  o þ
  þ o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Form S-11,




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TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


1Item 1A.


Risk Factors


7Item 1B.


Unresolved Staff Comments


27Item 2.


Properties


27Item 3.


Legal Proceedings


27Item 4.


Submission of Matters to a Vote of
    Stockholders


27PART IIItem 5.


Market for Registrants Common Equity
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


27Item 6.


Selected Financial Data


30Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


31Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 8.


Financial Statements and Supplementary Data


41Item 9.


Changes In and Disagreements With Accountants on
    Accounting Financial Disclosure


41Item 9A.


Controls and Procedures


41Item 9B.


Other Information


42PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


42Item 11.


Executive Compensation


46Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


47Item 13.


Certain Relationships and Related Transactions
    and Director Independence


48Item 14.


Principal Accounting Fees and Services


51PART IVItem 15.


Exhibits, Financial Statement Schedules


51EXHIBIT 21.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




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PART I  SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  Form 10-K
  ITEM 1.
    BUSINESS  The use of the words, we, us, or
    our refers to Shopoff Properties Trust and its
    subsidiaries, except where the context otherwise requires.
  General
    Description of Business and Operations
          Form S-11
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Investment
    Objectives
  Primary
    Investment Focus
    Other
    Property Acquisitions
      lease-up
      Making
    Loans and Investments in Mortgages
     2




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
    except for differences attributable to adjustable rate loans,
    equal periodic payments on a schedule that would be sufficient
    to fully amortize the loan over a 20 to 40 year period;
    payments of interest only for a period not greater than ten
    years with the remaining balance payable in equal periodic
    payments on a schedule that would fully amortize the loan over a
    20 to 30 year period; or
    payment of a portion of the stated interest currently and
    deferral of the remaining interest for a period not greater than
    five years, with the remaining principal and interest payable in
    equal periodic payments on a schedule that would fully amortize
    the loan over a 20 to 35 year period.        Investment
    in Securities
     3




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Joint
    Ventures
      
    we are the managing member of a limited liability company or the
    general partner of a limited partnership and we are receiving a
    larger share of the profits than our capital represents to the
    overall venture;
    we are investing with a local operating partnership over which
    we have management control thereby allowing us to exert control
    over operations and the disposition of the assets within the
    venture;
    we have the right of first refusal if the joint venturer wishes
    to sell its interest in the property to a third party;
    there are no duplicate property management or other
    fees; and
    the investment of each entity is on substantially the same terms
    and conditions or on terms and conditions more favorable to us.    Acquisition
    Standards
    
    the potential for an annual internal rate of return in excess of
    30% on a compounded basis;
    the potential for a sharp increase in value due to such factors
    as a recent or potential future zoning change or other
    opportunity where a property might lie in the path of progress;
    characteristics of the property enable us to ascertain that we
    could purchase the property at a discount from current market
    value;
    geographic location in California, Nevada, Arizona, Hawaii, or
    Texas;
    potential for capital appreciation;
    potential for economic growth in the community in which the
    property is located;
    prospects for liquidity through sale, financing or refinancing
    of the property;
    moderate competition from existing properties;
    location in a market in which we have familiarity based upon
    past experience or we have an advantage based upon our
    experience in repositioning properties;
    potential for development of the property into income property. 4




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Financing
    Objectives
  and/or
      Distribution
    Policy
      and/or
     5




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Tax
    Policy
    Economic
    Dependency
    General
    Competitive Conditions
        Employees
    Government
    Regulations
    Costs of Government Environmental Regulation and Private
    Litigation.
 6




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Costs of Compliance with the Americans with Disabilities
    Act.
  Use of Hazardous Substances by Some of Our
    Tenants.
  Other Federal, State and Local
    Regulations.
  Available
    Information
  Form 10-K, Form 10-Q, http://www.sec.gov www.shopoff.com/spt/home.php (877) 874-7348.
  ITEM 1A.
    RISK
    FACTORS  Following are some of the risks and uncertainties that could
    cause our actual results to differ materially from those
    presented in our forward-looking statements. The risks and
    uncertainties described below are not the only ones we face but
    do represent those risks and uncertainties that we believe are
    material to us. Additional risks and uncertainties not presently
    known to us or that we currently deem immaterial may also harm
    our business.
  Investment
    Risks
  There
    is currently no public market for our shares of common stock.
    Therefore, it will likely be difficult for you to sell your
    shares and, if you are able to sell your shares, you may have to
    sell them at a substantial discount from the price you
    paid.
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Our
    Offering is a blind pool offering because we have not identified
    any specific real estate to purchase or real estate-related
    investments to make with the net proceeds we will receive from
    this offering. If we are unable to find suitable investments, we
    may not be able to achieve our investment
    objectives.
    Investors
    in our offering who purchase a portion of the
    2,000,000 shares offered at $9.50 per share will experience
    immediate dilution as a result of the grant of restricted stock
    to our directors and executive officers once the minimum
    offering amount is sold. Investors in our offering who purchase
    a portion of the remaining 18,100,000 shares at $10.00 per
    share may experience dilution if the value of our net assets is
    less than $10.00 at the time of their respective
    purchases.
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Because
    we will continue to sell shares at a fixed price during the
    course of our offering and, at the same time, will be acquiring
    real estate and real estate-related assets with the proceeds of
    the offering, if you purchase shares after completion of the
    minimum offering, you will experience dilution to the extent
    that future shares are issued when and if the value of our
    underlying net assets exceeds the price you paid for your shares
    in the offering.
    Because
    we established the offering price on an arbitrary basis, it may
    not be indicative of the price at which our shares would trade
    if they were actively traded.
    The
    Board of Directors has significant discretion to modify or
    expand our investment objectives and policies without
    shareholder approval.
          Risks
    Related to Our Business
  We and
    the Advisor are new companies with no operating histories, and
    we may not be able to operate successfully.
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
    identify and acquire investments that further our investment
    strategies;
    increase awareness of the Shopoff name within the investment
    products market;
    attract, integrate, motivate and retain qualified personnel to
    manage our day-to-day operations;
    respond to competition for our targeted real estate properties
    and other real estate-related investments as well as for
    potential investors in our shares; and
    build and expand our operations structure to support our
    business.    Our
    investments may differ from prior programs sponsored by The
    Shopoff Group, and therefore the past performance of those
    programs may not be indicative of our future
    results.
    Our
    ability to successfully conduct our offering is dependent in
    part on the ability of Shopoff Securities, Inc., a newly-formed
    entity, to successfully sell our shares in the
    offering.
    Because
    our broker-dealer, Shopoff Securities, is our affiliate, there
    will be little or no independent due diligence
    review of us.
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We may
    suffer from delays in locating suitable investments, which could
    reduce our ability to make distributions to our stockholders and
    reduce the return on your investment.
    Because
    this is a best efforts offering, Shopoff Securities
    is only required to use its best efforts to sell our shares. If
    we are unable to raise substantial funds in our offering, we
    will be limited in the number and type of investments we may
    make, which will result in a less diversified
    portfolio.
    We
    will acquire, entitle and hold properties as long-term
    investments. Accordingly, you may not realize a return on your
    investment for years, if at all.
    We may
    not have sufficient funds to pay dividends prior to the sale of
    properties we acquire.
    We are
    uncertain of our sources of debt and/or equity financing to fund
    future capital needs. If we are not able to locate sources of
    funding, our ability to make necessary capital improvements to
    our properties may be impaired or delayed.
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Payment
    of fees, distributions and expense reimbursements to the Advisor
    and its affiliates will reduce cash available for investment and
    for distribution to our stockholders.
    We
    depend on key personnel, the loss of any of whom could be
    detrimental to our business.
    Our
    success will be dependent on the performance of the Advisor as
    well as key employees of the Advisor.
  and/or
  Terrorist
    attacks and other acts of violence or war may affect the markets
    in which we operate, our operations and our
    profitability.
  and/or
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Our
    results of operations, our ability to pay distributions to our
    stockholders and our ability to dispose of our investments are
    subject to general economic and regulatory factors we cannot
    control or predict.
    
    Increases in supply of competing properties
    and/or
    decreases in demand for our properties may impact our results;
    Changes in interest rates and availability of debt financing
    could render the sale of properties difficult or unattractive;
    Increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution.  and/or
  Risks
    Related to Investments in Real Estate
  Uncertainties
    in the entitlement process may result in increased costs and
    risks of ownership of the properties.
  and/or and/or 2-year and/or
  Uncertain
    market conditions relating to the future disposition of
    properties could cause us to sell our properties at a loss in
    the future.
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We
    face possible liability for environmental cleanup costs and
    damages for contamination related to properties we acquire,
    which could substantially increase our costs and reduce our
    liquidity and cash distributions to stockholders.
  and/or and/or and/or
  Competition
    with third parties in acquiring properties and other investments
    may reduce our profitability and the return on your
    investment.
  and/or
  If we
    acquire real estate or make real estate-related investments at a
    time when the real estate market is experiencing substantial
    influxes of capital investment and competition for income
    producing properties, the real estate we purchase, or real
    estate-related investments we make, may not appreciate or may
    even decrease in value.
    Uninsured
    losses relating to real estate may reduce your
    returns.
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Risks
    Related to Conflicts of Interest
    We
    will compete with affiliates of the Advisor in the acquisition
    of properties.
    If we
    enter into joint ventures with affiliates, we may face conflicts
    of interest or disagreements with our joint venture partners
    that will not be resolved as quickly or on terms as advantageous
    to us as would be the case if the joint venture had been
    negotiated at arms-length with an independent joint
    venture partner. As a result, your returns may be decreased by
    us entering into joint ventures with affiliates of the
    Advisor.
    The
    Advisor and employees of the Advisor and its affiliates will
    face conflicts of interest relating to time management and
    allocation of resources, and our results of operations may
    suffer as a result of these conflicts of interest.
  and/or
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
    the allocation of new investments among us and affiliates of the
    Advisor;
    the allocation of time and resources among us and affiliates of
    the Advisor;
    the timing and terms of the investment in or sale of an asset;
    entitlement or management of our properties by affiliates of the
    Advisor;
    investments with
    and/or sales
    to and acquisitions from affiliates of the Advisor; and
    compensation to the Advisor.  The
    Advisor will face conflicts of interest relating to its
    compensation structure. The distribution payable to the Advisor
    upon termination of the advisory agreement may also influence
    decisions about terminating the Advisor or our acquisition or
    disposition of investments.
        We may
    acquire assets from, or dispose of assets to, entities managed
    by the Advisor or its affiliates, which could result in us
    entering into transactions on less favorable terms than we would
    receive from an unrelated party and/or that negatively affect
    the publics perception of us.
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and/or
  The
    fees we pay the Advisor under the advisory agreement and the
    distributions payable to the Advisor under the partnership
    agreement of the Operating Partnership were not determined on an
    arms-length basis and therefore may not be on the same
    terms as those we could negotiate with a
    third-party.
    Risks
    Associated With Our Organizational Structure
  Your
    interest in us may be diluted if we issue additional shares in
    our offering or otherwise.
      
    sell additional shares in the future;
    sell securities that are convertible into shares of our common
    stock;
    issue shares of our common stock in a private offering to
    institutional investors;
    issue shares of our common stock to our directors and executive
    officers pursuant to our 2007 equity incentive plan (we intend
    to issue 30,000 restricted shares to our non-officer directors
    and 143,750 shares to our officer directors, with the
    exception of William A. Shopoff, as of the date on which we
    raise the minimum offering, and an additional
    1,481,250 shares will remain available for issuance under
    the plan); or
    issue shares of our common stock to sellers of properties
    acquired by us in connection with an exchange of limited
    partnership interests of the Operating Partnership (we have no
    intention of making such exchanges at this time).  The
    limit on the number of shares a person could own may discourage
    a takeover attempt.
  and/or
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Certain
    provisions of Maryland law and our charter and bylaws could
    hinder, delay or prevent a change in control of our
    company.
    
    Number of Directors, Board Vacancies, Term of
    Office.  Under certain amendments to our charter
    which will become effective at such time as a class of our
    equity securities is registered under the Securities Exchange
    Act of 1934, as amended, or the Exchange Act (which will occur
    upon completion of our initial public offering), we have elected
    to be subject to certain provisions of Maryland law which vest
    in the board of directors the exclusive right to determine the
    number of directors and the exclusive right, by the affirmative
    vote of a majority of the remaining directors, to fill vacancies
    on the board even if the remaining directors do not constitute a
    quorum.
    Classified Board.  Under our charter, we have a
    classified board serving staggered, five-year terms, which may
    lengthen the time required to gain control of our board of
    directors.
    Advance Notice Provisions for Stockholder Nominations and
    Proposals.  Our bylaws require advance written
    notice for stockholders to nominate persons for election as
    directors at, or to bring other business before, any meeting of
    stockholders. This bylaw provision limits the ability of
    stockholders to make nominations of persons for election as
    directors or to introduce other proposals unless we are notified
    in a timely manner prior to the meeting.
    Exclusive Authority of our Board to Amend the
    Bylaws.  Our bylaws provide that our board of
    directors has the exclusive power to adopt, alter or repeal any
    provision of the bylaws or to make new bylaws. Thus, our
    stockholders may not effect any changes to our bylaws.
    Preferred Stock.  Under our charter, our board
    of directors has authority to issue preferred stock from time to
    time in one or more series and to establish the terms,
    preferences and rights of any such series of preferred stock,
    all without approval of our stockholders
    Duties of Directors with Respect to Unsolicited Takeovers.  Maryland law provides protection for Maryland
    corporations against unsolicited takeovers by limiting, among
    other things, the duties of the directors in unsolicited
    takeover situations. The duties of directors of Maryland
    corporations do not require them to (1) accept, recommend
    or respond to any proposal by a person seeking to acquire
    control of the corporation, (2) authorize the corporation
    to redeem any rights under, or modify or render inapplicable,
    any stockholders rights plan, (3) make a determination
    under the Maryland Business Combination Act or the Maryland
    Control Share Acquisition Act, or (4) act or fail to act
    solely because of the effect of the act or failure to act may
    have on an acquisition or potential acquisition of control of
    the corporation or the amount or type of consideration that may
    be offered or paid to the stockholders in an acquisition.
    Moreover, under Maryland law the act of the directors of a
    Maryland corporation relating to or affecting an acquisition or
    potential acquisition of control is not subject to any higher
    duty or greater scrutiny than is applied to any other act of a
    director. Maryland law also contains a statutory presumption
    that an act of a director of a Maryland corporation satisfies
    the applicable standards of conduct for directors under Maryland
    law.


    Ownership Limit.  In order to preserve our
    status as a REIT under the Code, our charter generally prohibits
    any person, from beneficially or constructively owning more than
    9.8% in value or in number of shares (whichever is more
    restrictive) of the aggregate of our outstanding common stock or
    more than 9.8% of the aggregate of our outstanding shares of
    capital stock unless our board of directors waives or modifies
    this ownership limit.
    Maryland Business Combination Act.  The
    Maryland Business Combination Act provides that unless exempted,
    a Maryland corporation may not engage in business combinations,
    including mergers, dispositions of 10% or more of its assets,
    issuance of shares of stock and other specified transactions,
    with an interested stockholder or an affiliate of an
    interested stockholder for five years after the most recent date
    on which the interested stockholder became an interested
    stockholder, and thereafter unless specified criteria 18




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are met. An interested stockholder is generally a person owning
    or controlling, directly or indirectly, 10% or more of the
    voting power of the outstanding stock of a Maryland corporation.
    Our board of directors has adopted a resolution exempting only
    transactions between us and our affiliates from this statute.
    Therefore, the provisions of the Maryland Business Combination
    Act are applicable to business combinations between our company
    and persons other than our affiliates.  
    Maryland Control Share Acquisition
    Act.  Maryland law provides that control
    shares of a corporation acquired in a control share
    acquisition shall have no voting rights except to the
    extent approved by a vote of two-thirds of the votes eligible to
    be cast on the matter under the Maryland Control Share
    Acquisition Act. Control shares means shares of
    stock that, if aggregated with all other shares of stock
    previously acquired by the acquiror, would entitle the acquiror
    to exercise voting power in electing directors within one of the
    following ranges of the voting power: one-tenth or more but less
    than one-third, one-third or more but less than a majority or a
    majority or more of all voting power. A control share
    acquisition means the acquisition of control shares,
    subject to certain exceptions. If voting rights of control
    shares acquired in a control share acquisition are not approved
    at a stockholders meeting, then subject to certain
    conditions and limitations, the issuer may redeem any or all of
    the control shares for fair value. If voting rights of such
    control shares are approved at a stockholders meeting and
    the acquiror becomes entitled to vote a majority of the shares
    of stock entitled to vote, all other stockholders may exercise
    appraisal rights. Our bylaws contain a provision exempting
    acquisitions of our shares from the Maryland Control Share
    Acquisition Act. However, our board of directors may amend our
    bylaws in the future to repeal or modify this exemption, in
    which case any control shares of our company acquired in a
    control share acquisition will be subject to the Maryland
    Control Share Acquisition Act.  Your
    investment return may be reduced if we are required to register
    as an investment company under the Investment Company
    Act.
    Risks
    Associated With Debt Financing
  We
    expect to incur mortgage and other indebtedness, which may
    increase our business risks and impair our ability to make
    distributions to our stockholders.
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If
    mortgage debt is unavailable at reasonable rates, we may not be
    able to finance or refinance the properties, which could reduce
    the number of properties we can acquire and the amount of cash
    distributions we can make.
    Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to make
    distributions to our stockholders.
  and/or
  Fluctuations
    in interest rates could increase our expenses, require us to
    sell investments and/or make it more difficult to make
    attractive investments.
    If we
    enter into financing arrangements involving balloon payment
    obligations, the repayment of the balloon payments may require
    us to enter into unfavorable refinancings and/or to divert funds
    from other sources, which would reduce dividends
    paid.
  and/or
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Risks
    Associated With Real Estate-Related Investments
  and/or
  Our
    real estate-related investments may be impacted by unfavorable
    real estate market conditions, which could decrease their
    value.
    Our
    returns on mortgage loans may be reduced by interest rate
    fluctuations.
    Delays
    in liquidating defaulted real estate-related investments could
    reduce our investment returns.
    Returns
    on our mortgage loans may be limited by
    regulations.
    Foreclosures
    create additional risks, as we would be subject to all of the
    risks of owning the property on which we
    foreclose.
    If we
    liquidate prior to the maturity of our real estate-related
    investments, we may be forced to sell those investments on
    unfavorable terms or at a loss.
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Risks
    Associated with Joint Ventures
  The
    terms of joint venture agreements or other joint ownership
    arrangements into which we may enter could impair our operating
    flexibility and our results of operations.
  co-tenancies and/or
  
    a partner or co-investor might have economic
    and/or other
    business interests or goals which are unlike or incompatible
    with our business interests or goals, including inconsistent
    goals relating to the sale of properties held in a joint venture
    and/or the
    timing of the termination and liquidation of the venture;
    such partners or co-investors may become bankrupt and such
    proceedings could have an adverse impact on the operation of the
    partnership or joint venture;
    we may incur liabilities as the result of actions taken by joint
    venture partners in which we had no direct involvement; and
    such partners or co-investors may be in a position to take
    action contrary to our instructions or requests or contrary to
    our policies and objectives or fail to take actions as we
    instruct, or in accordance with our policies and objectives,
    including our policy with respect to qualifying and maintaining
    our qualification as a REIT.    We may
    structure our joint venture relationships in a manner which
    could limit the amount we participate in the cash flow or
    appreciation of an investment.
  and/or
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Risks
    Associated with Income Taxes
    Failure
    to qualify as a REIT would reduce our net income (if any) and
    cash available for distributions.
    and/or and/or
  Even
    if we qualify as a REIT for federal income tax purposes, we may
    be subject to other tax liabilities that reduce our cash flow
    and our ability to make distributions to you.
    
    In order to qualify as a REIT, we must distribute annually at
    least 90% of our REIT taxable income to our stockholders (which
    is determined without regard to the dividends paid deduction or
    net capital gain). To the extent that we satisfy the
    distribution requirement but distribute less than 100% of our
    REIT taxable income, we will be subject to federal corporate
    income tax on the undistributed income.


    We will be subject to a 4% nondeductible excise tax on the
    amount, if any, by which distributions we pay in any calendar
    year are less than the sum of 85% of our ordinary income, 95% of
    our capital gain net income and 100% of our undistributed income
    from prior years.
    If we have net income from the sale of foreclosure property that
    we hold primarily for sale to customers in the ordinary course
    of business or other nonqualifying income from foreclosure
    property, we must pay a tax on that income at the highest
    corporate income tax rate.
    If we sell a property, other than foreclosure property, that we
    hold primarily for sale to customers in the ordinary course of
    business, our gain would be subject to the 100% prohibited
    transaction tax.
    Our taxable REIT subsidiaries will be subject to tax on their
    taxable income.  To
    maintain our REIT status, we may be forced to borrow funds
    during unfavorable market conditions to make distributions to
    our stockholders, which could increase our operating costs and
    decrease the value of your investment.
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and/or
  To
    maintain our REIT status, we may be forced to forego attractive
    investment opportunities, which could delay or hinder our
    ability to meet our investment objectives and lower the return
    on your investment.
    The
    extent of our use of taxable REIT subsidiaries may affect the
    value of our common stock relative to the share price of other
    REITs.
    Even
    if we qualify as a REIT, we could be subject to an excise tax on
    non-arms-length transactions with our taxable REIT
    subsidiaries.
    We may
    be required to pay a penalty or may not qualify as a REIT if the
    value of our taxable REIT subsidiaries exceeds 20% of the value
    of our total assets at the close of any calendar
    quarter.
  30-day
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Certain
    of our business activities are potentially subject to the
    prohibited transaction tax, which could reduce the return on
    your investment.
        If the
    Operating Partnership, or any joint ventures in which the
    Operating Partnership invests, fails to maintain its status as a
    partnership for federal income tax purposes, its income may be
    subject to taxation and we may fail to satisfy the REIT asset
    requirements.
    We may
    incur excess inclusion income that would increase the tax
    liability of our stockholders.
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Misplaced
    reliance on legal opinions or statements by issuers of
    mortgage-backed securities and government securities could
    result in a failure to comply with REIT gross income or asset
    tests.
    Risks
    Related to Employee Benefit Plans and IRAs
    There
    are special considerations for pension or profit-sharing or
    401(k) plans, health or welfare plans or individual retirement
    accounts whose assets are being invested in our common
    stock.
    
    whether your investment is consistent with the applicable
    provisions of ERISA and the Internal Revenue Code, or any other
    applicable governing authority in the case of a government plan;
    whether your investment is made in accordance with the documents
    and instruments governing your plan or IRA, including your
    plans investment policy;
    whether your investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA;
    whether your investment will impair the liquidity of the plan or
    IRA;
    whether your investment will produce unrelated business taxable
    income, referred to as UBTI and as defined in Sections 511
    through 514 of the Internal Revenue Code, to the plan; and
    your need to value the assets of the plan annually.  and/or and/or parties-in-interest and/or and/or
 26




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##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Stockholder
    Information
      Form 10-K,
  Market
    Information
   27




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##### Table of Contents



Issuer
    Redemption of Equity Securities
    Distribution
    Information
  and/or
    Dividends
    Equity
    Compensation Plan
       28




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##### Table of Contents



Use of
    Proceeds from Sales of Registered Securities and Unregistered
    Sales of Equity Securities
  Form S-11 No. 333-139042),
  Form 10-K,
      Estimated/Type of Expense Amount

Amount


ActualSelling commissions and dealer manager fees

$
Finders fees


Expenses paid to or for underwriters


Other organization and offering costs


3,264,000



ActualTotal expenses

$
3,264,000



Actual   Form 10-K,
 29




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    As ofDecember 31,2007Balance sheet data:Cash

$
200,550Restricted Cash


778,765Prepaid Expenses


20,269Total Assets

$
999,584Total Liabilities

$
183,900Minority Interest


100Total stockholders equity


815,584Total Liabilities and Stockholders Equity

$
999,584   For theYear EndedDecember 31,2007Operating data:Total Revenues

$
0Expenses:Insurance


133,603Printing


4,874Professional Fee


25,154Total Expenses


163,631Other Income:Interest Income


1,665Net Loss

$
(161,966
)Other data:Cash flows provided by operating activities

$
1,665Cash flows provided by financing activities

$
(1,665
)Per share data:Net loss per common share  basic and diluted

$
(7.68
)Weighted-average number of common shares outstanding


21,100  30




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##### Table of Contents



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  We are considered a development stage enterprise as of
    December 31, 2007. Therefore, we do not have meaningful
    active operations to discuss for the year ended
    December 31, 2007. You should read the following discussion
    and analysis together with our consolidated financial statements
    and notes thereto included in this Annual Report on
    Form 10-K.
    The following information contains forward-looking statements,
    which are subject to risks and uncertainties. Should one or more
    of these risks or uncertainties materialize, actual results may
    differ materially from those expressed or implied by the
    forward-looking statements. Please see Special Note
    Regarding Forward-Looking Statements above for a
    description of these risks and uncertainties
  Company
    Overview
  Form S-11 No. 333-139042)
    Results
    of Operations
       31




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##### Table of Contents



and/or
    Liquidity
    and Capital Resources
              Distributions
   32




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##### Table of Contents



The
    Advisory Agreement
      Acquisition and Advisory Fees:
  Debt Financing Fee:
  Asset Management Fees:
  Disposition Fees:
  Subordinated Participation in Distributable
    Cash:
  Subordinated Incentive Fee Due Upon
    Listing:
 33




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Subordinated Performance Fee Due Upon
    Termination:
  Investment
    Strategy
      Critical
    Accounting Policies
  and/or
 34




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Use of
    Estimates
  and/or
  Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Revenue
    and Profit Recognition
  Accounting for Sales of Real Estate
        Cost
    of Real Estate Assets Not Held for Sale
   35




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##### Table of Contents



Impairment
  Property
    Held for Investment
  Accounting for the Impairment of
    or Disposal of Long-Lived Assets
    Property
    Held for Sale
      
    Management, having the authority to approve the action, commits
    to a plan to sell the asset;
    The asset is available for immediate sale in its present
    condition, subject only to terms that are usual and customary
    for sales of such asset;
    An active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    The sale of the asset is probable, and the transfer of the asset
    is expected to qualify for recognition as a completed
    transaction within one year;
    The asset is being actively marketed for sale at a price that is
    reasonable in relation to its current estimated fair
    value; and
    Given the actions required to complete the plan to sell the
    asset, it is unlikely that significant changes to the plan would
    be made or that the plan would be abandoned.     36




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##### Table of Contents



asset-by-asset income-producing
  Purchase
    Price Allocation
  lease-up
      and/or
  Potential
    Investments in Partnerships and Joint Ventures.
  Consolidation of Variable Interest Entities
 37




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##### Table of Contents




    The total equity investment at risk is not sufficient to permit
    the entity to finance its activities without additional
    subordinated financial support from other parties (i.e., the
    equity investment at risk is not greater than the expected
    losses of the entity).
    As a group the holders of the equity investment at risk lack any
    one of the following three characteristics of a controlling
    financial interest:  
    The direct or indirect ability to make decisions about an
    entitys activities through voting rights or similar rights.
    The obligation to absorb the expected losses of the entity if
    they occur.
    The right to receive the expected residual returns of the entity
    if they occur.    and/or
        Income
    Taxes
   38




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##### Table of Contents



Accounting for Uncertainty in Income Taxes
  Stock-Based
    Compensation
  SFAS No. 123-R, Share-Based Payment, SFAS No. 123-R
  Significant
    Recent Accounting Pronouncements
  Fair
    Value Measurements,
  The Fair Value Option for
    Financial Assets and Financial Liabilities  Including
    an Amendment of FASB Statement No. 115. Accounting for
    Certain Investments in Debt and Equity Securities Fair Value Measurements.
 39




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##### Table of Contents



Business Combinations.
  
    Acquisition costs will be generally expensed as incurred;
    Noncontrolling interests (formerly known as minority
    interests  see SFAS No. 160
    discussion below) will be valued at fair value at the
    acquisition date;
    Acquired contingent liabilities will be recorded at fair value
    at the acquisition date and subsequently measured at either the
    higher of such amount or the amount determined under existing
    guidance for non-acquired contingencies;
    In-process research and development will be recorded at fair
    value as an indefinite-lived intangible asset at the acquisition
    date;
    Restructuring costs associated with a business combination will
    be generally expensed subsequent to the acquisition
    date; and
    Changes in deferred tax asset valuation allowances and income
    tax uncertainties after the acquisition date generally will
    affect income tax expense.    Noncontrolling Interests in Consolidated
    Financial Statements  An Amendment of ARB
    No. 51.
    Subsequent
    Events
     40




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##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1
  ITEM 9.
    CHANGES
    AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
    DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Rules 13a-15(e) 15d-15(e))
    Limitations
    on the Effectiveness of Internal Controls
   41




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    Name

Age

PositionClass I Directors  Present term
    expires in 2008.Kevin M. Bridges


41


Director, Chief Financial Officer, Corporate SecretaryMelanie Barnes


53


DirectorClass II Directors  Present term
    expires in 2009.Glenn Patterson


54


DirectorPatrick Meyer


56


DirectorClass III Directors  Present term expires
    in 2010.Diane Kennedy


51


DirectorStuart McManus


41


DirectorClass IV Directors  Present term expires
    in 2011.Edward Fitzpatrick


61


DirectorJeffrey W. Shopoff(1)


64


DirectorClass V Director  Present term expires in
    2012.William A. Shopoff


50


President, Chief Executive Officer, Chairman     (1)
    
    William A. Shopoff and Jeffrey W. Shopoff are brothers.  Biographical
    Descriptions
  William A. Shopoff
 42




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##### Table of Contents



Edward J. Fitzpatrick and/or
        Kevin M. Bridges
 43




---



##### Table of Contents



Tim McSunas
  start-up
    Jeffrey W. Shopoff
     44




---



##### Table of Contents



Glenn Patterson
    Patrick Meyer
    Diane Kennedy
    Stuart McManus
      Melanie Harper Barnes
 45




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##### Table of Contents



Audit
    Committee Financial Expert
    Code of
    Conduct
    ITEM 11.
    EXECUTIVE
    COMPENSATION  Director
    Compensation
  Cash
    Compensation
    
    $1,500 per board meeting in person or $750 if by telephone.
    $1,000 annually for members of the audit committee, except the
    audit committee chairperson will receive $7,500 annually.
    $750 annually for the nominating and corporate governance
    committee and compensation committee members, except the
    nominating and corporate governance committee and compensation
    committee chairperson will receive $2,500 annually.  Equity-Based
    Compensation
    Compensation
    Committee Interlocks and Insider Participation
   46




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##### Table of Contents



Executive
    Compensation
  and/or and/or five-year
    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Equity
    Compensation Plan Information
  Number of SecuritiesRemaining Available forNumber of Securities to


Weighted-Average


Future Issuance Underbe Issued Upon Exercise


Exercise Price of


Equity Compensation Plansof Outstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights(a)


Warrants and Rights(b)


Reflected in Column (a))(c)Equity compensation plans approved by security holders


1,655,000


$




1,655,000Equity compensation plans not approved by security holders










Total


1,655,000


$




1,655,000  47




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##### Table of Contents



Security
    Ownership of Certain Beneficial Owners and Management
    Common StockBeneficially OwnedNumber


PercentName(1)

of Shares


of ClassWilliam A. Shopoff, President, Chief Executive Officer and
    Chairman of the Board of Directors(2)


21,100



100
%Kevin M. Bridges, Chief Financial Officer, Corporate Secretary
    and Director


0



*Edward Fitzpatrick, Executive Vice President and Director


0



*Tim McSunas, Senior Vice President  Acquisitions


0



*Jeffrey W. Shopoff, Director


0



*Glenn Patterson, Director


0



*Patrick Meyer, Director


0



*Diane Kennedy, Director


0



*Stuart McManus, Director


0



*Melanie Barnes, Director


0



*Current Directors and Executive Officers as a Group
    (10 persons)






*     *
    
    Less than 1%.(1)
    
    The address of each person listed is
    c/o Shopoff
    Properties Trust, Inc., 8951 Research Drive, Irvine, California
    92618.(2)
    
    Consists of shares owned by The Shopoff Group, L.P., of which
    The Shopoff Revocable Trust dated August 12, 2004 is the
    sole limited partner. William and Cindy Shopoff are the sole
    trustees of The Shopoff Revocable Trust dated August 12,
    2004.  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE  Transactions
    with Related Persons
      Acquisition and Advisory Fees:
 48




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##### Table of Contents



Debt Financing Fee:
  Asset Management Fees:
  Disposition Fees:
  Subordinated Participation in Distributable
    Cash:
  Subordinated Incentive Fee Due Upon
    Listing:
  Subordinated Performance Fee Due Upon
    Termination:
  Review
    and Approval of Transactions with Related Persons
  Policy Statement.
   49




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##### Table of Contents



Related Party Transactions Defined.
  
    the aggregate amount involved will or may be expected to exceed
    $120,000 in any calendar year;
    we are a participant; and
    any related party has or will have a direct or indirect interest
    (other than solely as a result of being a director or a less
    than 10 percent beneficial owner of another entity).  Related Party Defined.
  
    person who is or was, since the beginning of the last fiscal
    year, even if they do not presently serve in that role, an
    executive officer, director or nominee for election as a
    director;
    greater than 5 percent beneficial owner of any class of our
    voting securities;
    immediate family member of any of the foregoing persons, which
    means any child, stepchild, parent, stepparent, spouse, sibling,
    mother-in-law,
    father-in-law,
    son-in-law,
    daughter-in-law,
    brother-in-law,
    or
    sister-in-law
    of the director, executive officer, nominee or more than
    5 percent beneficial owner, and any person (other than a
    tenant or employee) sharing the household of such director,
    executive officer, nominee or more than 5 percent
    beneficial owner; or
    firm, corporation or other entity in which any of the foregoing
    persons is employed or is a general partner or principal or in a
    similar position or in which such person has a 5 percent or
    greater beneficial ownership interest.  Procedures.
    Ongoing Related Party transactions.
  Disclosure.
  Director
    Independence
   50




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES    Description

2007


2006Audit Fees(1)

$
38,160


$
Audit-Related Fees(2)

$
121,652


$
115,015Tax Fees(3)

$
1,272


$
All Other Fees

$



$
Total


161,084



115,015     (1)
    
    Audit fees billed in 2007 consisted of the audit of our annual
    consolidated financial statements, a review of our quarterly
    consolidated financial statements, and statutory and regulatory
    audits, consents and other services related to filings with the
    SEC.(2)
    
    Audit-related fees consist of financial accounting and reporting
    consultations.(3)
    
    Tax services consist of tax compliance and tax planning and
    advice. PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  
    Financial Statement Schedules  
    See the Index to Consolidated Financial Statements at
    page F-1
    of this report.  
    Exhibits  
    See the Exhibit Index attached to this report. 51




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-3Consolidated Statements of Operations for the
    Year Ended December 31, 2007, for the Period from
    November 16, 2006 (Inception) through December 31,
    2007 and for the Period from November 16, 2006 (Inception)
    through December 31, 2006


F-4Consolidated Statements of Stockholders
    Equity for the Period from November 16, 2006 (Inception)
    through December 31, 2007


F-5Consolidated Statements of Cash Flows for the
    Year Ended December 31, 2007, for the Period from
    November 16, 2006 (Inception) through December 31,
    2007 and for the Period from November 16, 2006 (Inception)
    through December 31, 2006


F-6Notes to Consolidated Financial Statements


F-7   F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM               F-2




---



##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)CONSOLIDATED BALANCE SHEETS
    December 31, 2007 and 2006
  2007


2006ASSETSCurrent AssetsCash

$
200,550


$
200,550Restricted cash


778,765



Prepaid expenses


20,269



Total assets

$
999,584


$
200,550LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesAccounts payable due to related parties

$
183,900


$
Total liabilities


183,900



Minority interest


100



100Stockholders equityCommon stock, $0.01 par value; 200,000,000 shares
    authorized; 21,100 shares issued and outstanding


211



211Common stock issuable upon breaking escrow, 81,800 shares,
    $.01 par value


818



Additional paid-in capital


976,521



200,239Deficit accumulated during the development stage


(161,966
)


Total stockholders equity


815,584



200,450Total liabilities and stockholders equity

$
999,584


$
200,550    F-3




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Year Ended December 31, 2007 and the
    Periods from November 16, 2006 (Inception) through
    December 31, 2007 and 2006
  Period from


Period fromNovember 16,


November 16,2006


2006Year


(Inception)


(Inception)Ended


through


throughDecember 31,


December 31,


December 31,2007


2006


2007REVENUE

$



$



$
EXPENSESInsurance


133,603







133,603Printing


4,874







4,874Professional Fee


25,154







25,154163,631







163,631OTHER INCOMEInterest Income


1,665







1,665NET LOSS

$
(161,966
)

$



$
(161,966
)Net loss per common share, basic and diluted

$
(7.68
)

$



$
(7.68
)Weighted-average number of common shares, issuable and
    outstanding  basic and diluted


21,100



21,100



21,100    F-4




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
    For the Period from November 16, 2006 (Inception) through
    December 31, 2007
  Common





AccumulatedStock Issuable





DeficitUpon Breaking


Additional


During


TotalCommon Stock


Escrow


Paid-in


Development


StockholdersShares


Amount


Shares


Amount


Capital


Stage


EquityBalance, November 16, 2006 (Inception)





$







$



$



$



$
Issuance of common stock to Sponsor


21,100



211











200,239







200,450Balance, December 31, 2006


21,100



211











200,239







200,450Common stock issuable upon breaking escrow










81,800



818



776,282







777,100Other offering costs


























Net loss






















(161,966
)


(161,966
)Balance, December 31, 2007


21,100


$
211



81,800


$
818


$
976,521


$
(161,966
)

$
815,584    F-5




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)CONSOLIDATED STATEMENT OF CASH FLOWS
    For the Year Ended December 31, 2007 and the
    Periods from November 16, 2006 (Inception) through
    December 31, 2007 and 2006
  Period from


Period fromNovember 16, 2006


November 16, 2006Year


(Inception)


(Inception)Ended


through


throughDecember 31,


December 31,


December 31,2007


2006


2007CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(161,966
)

$



$
(161,966
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Changes in assets and liabilities:
    Accounts payable due to related party


183,900







183,900Prepaid Expenses


(20,269
)






(20,269
)Net cash provided by operating activities


1,665







1,665CASH FLOWS FROM FINANCING ACTIVITIESMinority Interest






100



100Issuance of Common Stock to Sponsor






200,450



200,450Common stock issuable upon breaking escrow


777,100







777,100Restricted cash


(778,765
)






(778,765
)Net cash provided by financing activities


(1,665
)


200,550



198,885Net change in cash and cash equivalents






200,550



200,550CASH AND CASH EQUIVALENTS beginning of period


200,550







CASH AND CASH EQUIVALENTS end of period

$
200,550


$
200,550


$
200,550    F-6




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    For the Year Ended December 31, 2007 and the
    Periods from November 16, 2006 (Inception) through
    December 31, 2007 and 2006
  1.
    ORGANIZATION
    AND NATURE OF BUSINESS          2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES    Use of
    Estimates
  and/or
 F-7




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Principles
    of Consolidation
    Consolidation
    of Variable Interest Entities
  Consolidation of Variable
    Interest Entities, an Interpretation of Accounting Research
    Bulletin No. 51
  Consolidation of
    Variable Interest Entities
  Cash
    and Cash Equivalents
    Cost
    of Real Estate Assets Not Held for Sale
      Property
    Held for Sale
  Accounting for the Impairment or Disposal of
    Long Lived Assets
 F-8




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Management, having the authority to approve the action, commits
    to a plan to sell the asset;
    The asset is available for immediate sale in its present
    condition, subject only to terms that are usual and customary
    for sales of such asset;
    An active program to locate a buyer and other actions required
    to complete the plan to sell the asset has been initiated;
    The sale of the asset is probable, and the transfer of the asset
    is expected to qualify for recognition as a completed
    transaction within one year;
    The asset is being actively marketed for sale at a price that is
    reasonable in relation to its current estimated fair
    value; and
    Given the actions required to complete the plan to sell the
    asset, it is unlikely that significant changes to the plan would
    be made or that the plan would be abandoned.    Long-Lived
    Assets
      Purchase
    Price Allocation
  Business
    Combinations lease-up
   F-9




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      and/or
  Recognition
    of Revenue and Profit
  Accounting for Sales of Real Estate
        Stock-Based
    Compensation
  SFAS No. 123-R, Share-Based Payment SFAS No. 123-R
 F-10




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
    Accounting for Uncertainty in Income Taxes
  Concentrations
    of Credit Risk
        Significant
    Recent Accounting Pronouncements
  Fair Value
    Measurements
  The Fair Value Option for Financial
    Assets and Financial Liabilities  Including an
    Amendment of FASB Statement No. 115. Accounting for
    Certain Investments in Debt and Equity Securities
 F-11




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value Measurements.
  Business
    Combinations.
  
    Acquisition costs will be generally expensed as incurred;
    Noncontrolling interests (formerly known as minority
    interests  see SFAS No. 160
    discussion below) will be valued at fair value at the
    acquisition date;
    Acquired contingent liabilities will be recorded at fair value
    at the acquisition date and subsequently measured at either the
    higher of such amount or the amount determined under existing
    guidance for non-acquired contingencies;
    In-process research and development will be recorded at fair
    value as an indefinite-lived intangible asset at the acquisition
    date;
    Restructuring costs associated with a business combination will
    be generally expensed subsequent to the acquisition
    date; and
    Changes in deferred tax asset valuation allowances and income
    tax uncertainties after the acquisition date generally will
    affect income tax expense.    Noncontrolling Interests in Consolidated
    Financial Statements  An Amendment of ARB
    No. 51.
 F-12




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    STOCKHOLDERS
    EQUITY  Common
    Stock
        Equity
    Incentive Plan
         F-13




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##### Table of Contents



SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    OTHER
    RELATED PARTY TRANSACTIONS                
    Acquisition and Advisory Fees:  3% of
    (i) with respect to any real estate asset acquired by the
    Company directly or indirectly other than a real estate related
    investment, the contract purchase price of the underlying
    property, and (ii) with respect to any real estate related
    investment acquired by the Company directly or indirectly, the
    contract purchase price of the underlying property.
    Debt Financing Fee:  1% of the amount available
    under any loan or line of credit made available to the Company.
    Asset Management Fee:  a monthly payment equal
    to one-twelfth of 2% of (i) the aggregate asset value for
    operating assets and (ii) the total contract price plus
    capitalized entitlement and project related costs for real F-14




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SHOPOFF
    PROPERTIES TRUST, INC.
    (A Development Stage Company)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  estate assets held for less than or equal to one year by the
    Company, directly or indirectly, as of the last day of the
    preceding month other than a real estate-related investment and
    (iii) the appraised value as determined from time to time
    for real estate assets held for greater than one year by the
    Company, directly or indirectly, as of the last day of the
    preceding month other than a real estate-related investment and
    (iv) the appraised value of the underlying property, for
    any real estate-related investment held by the Company directly
    or indirectly, as of the last day of the preceding month, in the
    case of subsection (iv) not to exceed one-twelfth of 2% of
    the funds advanced by the Company for the purchase of the real
    estate-related investment.  
    Disposition Fees:  equal to (i) in the
    case of the sale of any real estate asset, other than real
    estate-related investments, the lesser of (a) one-half of
    the competitive real estate commission paid up to 3% of the
    contract price or, if none is paid, the amount that customarily
    would be paid, or (b) 3% of the contract purchase price of
    each real estate asset sold, and (ii) in the case of the
    sale of any real estate-related investments, 3% of the sales
    price. A disposition fee may be paid in addition to real estate
    commissions paid to non-affiliates, provided that the total real
    estate commissions (including such disposition fee) paid to all
    persons by the Company for each real estate asset, upon
    disposition thereof, shall not exceed an amount equal to the
    lesser of (i) 6% of the aggregate contract price of each
    real estate asset or (ii) the competitive real estate
    commission for each real estate asset. The Company will pay the
    disposition fees for a property at the time the property is sold.
    Additional Fees:  The Agreement includes
    certain other fees that will be payable to the Advisor upon the
    occurrence of certain potential events such as listing on a
    national securities exchange and termination of the Agreement.  5.
    SUBSEQUENT
    EVENTS     F-15




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##### Table of Contents



SIGNATURES
    Signature

Title

Date/s/  WILLIAM
    A. SHOPOFFWilliam
    A. Shopoff

President, Chief Executive Officer and Chairman of the Board of
    Directors

March 31, 2008/s/  KEVIN
    M. BRIDGESKevin
    M. Bridges

Director, Principal Financial Officer

March 31, 2008/s/  EDWARD
    FITZPATRICKEdward
    Fitzpatrick

Executive Vice President and Director

March 31, 2008/s/  JEFFREY
    W. SHOPOFFJeffrey
    W. Shopoff

Director

March 31, 2008/s/  GLENN
    PATTERSONGlenn
    Patterson

Director

March 31, 2008/s/  PATRICK
    MEYERPatrick
    Meyer

Director

March 31, 2008/s/  DIANE
    KENNEDYDiane
    Kennedy

Director

March 31, 2008/s/  STUART
    MCMANUSStuart
    McManus

Director

March 31, 2008/s/  MELANIE
    BARNESMelanie
    Barnes

Director

March 31, 2008




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##### Table of Contents



EXHIBIT INDEX
  Exhibit No.

Description3
.1

Amended and Restated Articles of Incorporation of Shopoff
    Properties Trust, Inc. (incorporated by reference to Exhibit 3.3
    of the Registrants Registration Statement on Form S-11
    filed on August 27, 2007)3
.2

Bylaws of Shopoff Properties Trust, Inc. (incorporated by
    reference to Exhibit 3.4 of the Registrants Registration
    Statement on Form S-11 filed on August 16, 2007)4
.1

Subscription Agreement (incorporated by reference to Appendix A
    to the Registrants prospectus filed on September 7, 2007)10
.1

Agreement of Limited Partnership of Shopoff Partners, L.P.
    (incorporated by reference to  Exhibit 3.5 of the
    Registrants Registration Statement on Form S-11 filed on
    June 6, 2007)10
.2

Advisory Agreement by and among Shopoff Properties Trust, Inc.,
    Shopoff Partners, L.P. and Shopoff Advisors, L.P. (incorporated
    by reference to Exhibit 10.2 of the Registrants
    Registration Statement on Form S-11 filed on August 27, 2007)10
.3

Shopoff Properties Trust, Inc. 2007 Equity Incentive Plan
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Registration Statement on Form S-11 filed on
    November 30, 2006)10
.4

Subscription Escrow Agreement by and between Shopoff Properties
    Trust, Inc., and Wells Fargo Bank, N.A., (incorporated by
    reference to Exhibit 10.3 of the Registrants Registration
    Statement on Form S-11 filed on November 30, 2006)21
.1

List of subsidiaries of Shopoff Properties Trust, Inc.31
.1

Section 302 Certification of Principal Executive Officer31
.2

Section 302 Certification of Principal Financial Officer32
.1

Section 906 Certification of Principal Executive Officer32
.2

Section 906 Certification of Principal Financial Officer