UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q/A
 (Amendment No. 1)





(Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to





Commission file number: 0-29627





Shearson American REIT, Inc.
 (Formerly Known as PSA, Inc.)
 (Exact name of registrant as specified in its charter)





Nevada

88-0212662(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)1601 N. 7th Street, Suite 340, Phoenix, AZ

(Address of principal executive offices)

85006

(Zip Code)





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








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 (§ 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 þ  No o
  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





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


There were 43,539,291 shares of the registrant’s common stock outstanding as of April 1, 2011 .





EXPLANATORY NOTE





This Form 10-Q/A (Amendment No. 1) is being filed by Shearson American REIT, Inc. (the “Company”) to amend the Company’s Form 10-Q for the three and nine months ended September 30, 2010, which was filed with the Securities and Exchange Commission (“SEC”) on November 9, 2010 (“Initial 10-Q”).  This Form 10-Q/A (Amendment No. 1) is filed to amend the Initial 10-Q in response to comments received from the SEC.  Through this amendment we are correcting the disclosures and financial statements to indicate that the Company became a development stage company as of October 16, 2009.




This Form 10−Q/A (Amendment No. 1) does not reflect events occurring after the filing of the Initial 10-Q on November 9, 2010, and no other information in the Initial 10-Q is amended hereby. Other events or circumstances occurring after the date of the Initial 10-Q or other disclosures necessary to reflect subsequent events have not been updated subsequent to the date of the Initial 10-Q. Accordingly, this Form 10−Q/A (Amendment No. 1) should be read in conjunction with the Initial 10-Q and our filings with the SEC subsequent to the filing of the Initial 10−Q.



































2




Table of Contents





SHEARSON AMERICAN REIT, INC.
 (Formerly known as PSA, Inc.)








TABLE OF CONTENTS





PagePART I.FINANCIAL INFORMATIONItem 1.

Financial Statements:Balance Sheets as of September 30, 2010 (Unaudited) and December 31, 2009


4(Unaudited)Statements of Operations for the Three and Nine Months Ended September 30, 2010and for theperiod from October 16, 2009 to September 30, 2010


5(Unaudited)Statements of Cash Flows for the Nine Months Ended September 30,  2010and for the periodFrom October 16, 2009 to September 30, 2010


6Notes to Financial Statements(Unaudited)
7 - 10Item 2.

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


11Item 3.

Quantitative and Qualitative Disclosures about Market Risk


13Item 4.

Controls and Procedures


13PART II.OTHER INFORMATIONItem 1.

Legal Proceedings


13Item 1A.

Risk Factors


13Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


13Item 3.

Defaults Upon Senior Securities


13Item 4.

[Removed and Reserved]


13Item 5.

Other Information


13Item 6.

Exhibits


14EX-31.1EX-31.2EX-32.1EX-32.2


3
 PART I: FINANCIAL INFORMATION


Item 1.
Financial Statements





SHEARSON AMERICAN REIT, INC.


(Formerly Known As PSA, INC.)


(A Development Stage Company)


BALANCE SHEETS
 September 30, 2010 and December 31, 2009


September 30,


December 31,2010


2009(Unaudited)ASSETSCurrent Assets:Cash and cash equivalents

$
276


$
-Total Assets

$
276


$
-LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current Liabilities:Accounts Payable

$
25,599


$
-Accrued liabilities


232,055



221,163Loan payable


50,000



-Total Liabilities


307,654



221,163Commitments and ContingenciesStockholders' Equity (Deficit):Common stock-$.001 par value, 75,000,000shares authorized ; 43,543,541 shares issued and 43,539,291outstanding at September 30,2010 and December 31,2009


43,544



43,544Paid-in capital


25,448,928



25,448,928Retained deficit


(25,785,567
)


(25,699,352
)Less Treasury Stock 4,250 shares, at cost


(14,283
)


(14,283
)Total Stockholders' Equity (Deficit)


(307,378
)


(221,163
)Total Liabilities and Stockholders' Equity (Deficit)

$
276


$
-





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


4


SHEARSON AMERICAN REIT, INC.


(Formerly Known As PSA, INC.)


(A Development Stage Company)


STATEMENTS OF OPERATIONS


(Unaudited)








For the Three


For the Nine


For the PeriodMonths Ended


Months Ended


From October 16, 2009 toSeptember 30, 2010


September 30, 2010


to September 30, 2010Revenues

$
-


$
-


$
-Operating Costs:






-



-General and administrative


21,398



69,512



75,456Operating Income (Loss)


(21,398
)


(69,512
)


(75,456
)Other Expense:Interest expense


5,898



16,703



20,830Total Other Expense


5,898



16,703



20,830Income (Loss) Before Income Taxes


(27,296
)


(86,215
)


(96,286
)Income Taxes


-



-



-Net Loss

$
(27,296
)

$
(86,215
)

$
(96,286
)Per share data (basic and diluted):Net loss per share

$
(0.00
)

$
(0.00
)Weighted Average Number of SharesOutstanding (basic and diluted):


43,539,291



43,539,291




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


5


SHEARSON AMERICAN REIT, INC.


(Formerly Known As PSA, INC.)


(A Development Stage Company)


STATEMENTS OF CASH FLOWS


(Unaudited)





For the Nine


For the PeriodMonths Ended


From October 16, 2009September 30, 2010


to September 30, 2010Cash flows from operating activities:Net loss

$
(86,215
)

$
(96,286
)Adjustments to reconcile net loss to net cash used in operating activities-Changes in assets and liabilitiesAccounts payable


25,599



25,599Accrued liabilities


10,892



20,963Net cash used in operating activities


(49,724
)


(49,724
)Cash flows from financing activities:Proceeds from short term loan


50,000



50,000Net cash provided by financing activities


50,000



50,000Net increase (decrease) in cash and cash equivalents


276



276Cash and cash equivalents, beginning of period


-



-Cash and cash equivalents, end of period

$
276


$
276




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




6


SHEARSON AMERICAN REIT, INC.


(Formerly Known As PSA, INC.)


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


(Unaudited)





Note 1. Basis of Presentation
  The unaudited financial statements included herein have been prepared by Shearson American REIT, Inc. (“SART I” or “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Although SART I believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted pursuant to such rules and regulations.  These interim financial statements should be read in conjunction with the financial statements and the notes thereto included in the SART I’s 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The results of operations for the three months and nine months periods ended September 30, 2010 are not necessarily indicative of the results for any subsequent quarter or the entire fiscal year ending December 31, 2010.




Note 2.  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.  On October 16, 2009 the Company became a development stage company. 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, the Company, formerly 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 3.  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.





7


Cash and Cash Equivalents












Development Stage:





On October 16, 2009 the Company became a development stage company as defined in Accounting Standards Codification 915, “Development Stage Entities” and has accounted for operations in accordance with those standards commencing on October 16, 2009.  The Company had been dormant since September, 2001 until the commencement of the development stage period on October 16, 2009.   No revenue was earned during the dormant period. Expenses, comprising of $110,591 in interest, was accrued on a litigation judgment during the dormant period.





Net Loss per Share:





Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” 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 7. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive.





Income taxes:


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





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.  The Company’s continued existence is dependent upon its ability to achieve and maintain profitable operations.  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.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  As a result, the Company’s independent registered public accounting firm issued a going concern opinion on the financial statements for the year ended December 31, 2009.





Recent Accounting Pronouncements:





There have been no recent accounting pronouncements or changes in accounting pronouncements during the quarter ended September 30, 2010 that are of significance, or potential significance, to us.





8


Note 4.  Accrued Liabilities





Accrued liabilities consist of the following:


September 30,


December 31,2010


2009Litigation judgment

$
100,501


$
100,501Accrued interest on litigation judgment


131,220



114,718Due to officer


100



0Other accruals


234



5,944Tt          Total accrued liabilities

$
232,055


$
221,163


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 5.  Loan Payable





During August 2010, the Company received a $50,000 uncollateralized loan from an unrelated party. Principal and accrued interest are due on demand.  The loan accrues interest at the Bank of America prime rate, currently at 3.25% per annum, adjusted quarterly.





Note 6.  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 September 30, 2010 and December 31, 2009 are as follows:





September 30,


December 31,2010


2009Deferred tax assets:Net operating loss carryforwards

$
1,715,000


$
1,686,000Total deferred tax assets


1,715,000



1,686,000L     Less: valuation allowance


(1,715,000
)


(1,686,000
)N     Net deferred taxes

$
—


$
—





As of September 30, 2010 and December 31, 2009 the Company had net operating loss carryforwards of approximately $4,300,000 and  $4,200,000, respectively.  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 ASC 740 related to accounting for uncertainty in income taxes. There was no cumulative effect as a result of applying these provisions 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 September 30, 2010 or December 31, 2009, 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.
 
 9
 Note 7. Stockholders’ Equity (Deficit)





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 from 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.





On August 9, 2010 the Board of Directors authorized an increase in authorized common stock from 75,000,000 shares to 250,000,000 shares.
 
 On September 3, 2010 the Board of Directors authorized 20,000,000 preferred shares having a par value of $.001.


Note 8.  Related Party Transactions





During the nine month period ended September 30, 2010 the Company’s Chief Executive Officer advanced $10,000 towards audit fees of the Company.  The $10,000 was repaid to the Officer during the three months ended September 30, 2010.





The Company incurred a liability for the reimbursement of Company related travel and entertainment expenses by a family member related to the beneficiaries of the Company’s principal shareholder, the Walsh Family Trust.  The expenses incurred were $14,284 and $5,944 for the nine months ended September 30, 2010 and the period ended December 31, 2009, respectively.  The expenses, net of reimbursements, are included in accrued expenses with balances of $35 and $5,944 as of September 30, 2010 and December 31, 2009, respectively.





Note 9.  Subsequent Events




On July 9, 2010 SART I filed a Form 10, General Form for Registration of Securities.  On September 23, 2010 an amendment to the Form 10 filing (Amendment No. 1) was submitted. Additional amendments to the Form 10 filing were filed on November 9, 2010 and December 20, 2010, Amendments No. 2. and No. 3 respectively. An additional amendment is being submitted as of the date of the filing of this Form 10-Q (Form 10 Amendment No. 4).  The Form 10 registration became effective on September 7, 2010.


10
 Item 2.Management’s Discussion and Analysis of Financial Condition and Results of  Operations


2




This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Shearson American REIT, Inc. (the “Company,” “we,” “us,” or “our”) should be read in conjunction with our unaudited financial statements included elsewhere in this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K”). This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.




The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.  See “Special Note Regarding Forward-Looking Statements” on Form 10-K for the year ended December 31, 2009. You should consider our forward-looking statements in light of our unaudited financial statements, related notes, and other financial information appearing elsewhere in this report, our Form 10-K and our other filings with the Securities and Exchange Commission (the “Commission”).
  Overview
  Since SHEARSON became inactive after the events of September 11, 2001 the Company has had no business operations. On October 16, 2009 the Company commenced its development stage status and PSA changed its name to Shearson American REIT, Inc. for the sole purpose of becoming a real estate investment trust, or “REIT,” that will invest primarily in institutional-quality multi-use and multi-family 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 that will acquire, develop, own, operate and sell real estate.  The Company contemplates utilizing HUD/GNMA securities backed financing for most of its projects. There can be no assurance that we will be able to identify or successfully complete any such transactions.  As of the date of this report, we are not a party to any agreements providing for a business combination or other acquisition of assets. We may pay acquisition consideration in the form of cash, debt or equity securities or a combination thereof. In addition, as a part of our acquisition strategy we may consider raising additional capital through the issuance of equity or debt securities.




Prior to the terrorist attack on the World Trade Centers in New York City on September 11, 2001, the Company, formerly 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.





Results of Operations




For the three and nine months ended September 30, 2010 our operations consisted of the following:




Revenues.  We had no revenues for the three and nine months ended September 30, 2010 and we do not presently have any revenue generating business.


General and administrative expenses.General and administrative expenses consist primarily of legal and accounting services and travel costs.  General and administrative expenses for the three months and nine months ended September 30, 2010 were approximately $21,398 and $69,512, respectively.
  Interest expense.  Interest expense for the three and nine months ended September 30, 2010 of $5,898 and $16,703 respectively, consist of interest on a judgment against the Company as further detailed in Note 4 in the Notes To Financial Statements contained in this filing.


11


Liquidity and Capital Resources
  SHEARSON 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. As of September 30, 2010 the Company had a cash or cash equivalents balance of $276.


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 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 filed a Form 10, General Form for Registration of Securities, with the Securities and Exchange Commission on July 9, 2010.




During the third quarter of 2010, we utilized the occupied office space of our Chief Financial Officer. The officer has waived his rights to be reimbursed for these costs.


We believe that we will obtain sufficient resources, obtained through loans from and sales of equity to our directors and other affiliates, to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months.  However, these parties have not entered into any agreements with us to provide any capital, and are under no obligation to do so.  Therefore, there can be no assurance that we will have sufficient capital available to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months.  Until such time as we actively pursue a business combination or asset acquisition, we expect these expenses to consist mainly of general and administrative expenses incurred in connection with maintaining our status as a publicly traded company. We have no commitments for capital expenditures and foresee none, except for possible future business combinations or asset acquisitions. In order to effect a business combination or asset acquisition, however, we may need financing or equity capital. There is no assurance that any such financing or capital will be available or available on terms favorable or acceptable to us. 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 these uncertainties.
 Off-Balance Sheet Arrangements
  We did not have any off-balance sheet arrangements as of September 30, 2010 that have or are reasonably likely to have a current or future material effect on our financial position, results of operations or cash flows.
  Summary of Cash Flows
  Net cash flows used in operating activities consisted of $49,724 for the nine months ended September 30, 2010.  For the nine months ended September 30, 2010 we had no cash flows from investing activities.  Our financing activities for the nine months ended September 30, 2010 consisted of proceeds from a loan, payable on demand, for $50,000.
  Commitments and Contingencies
  We do not have any commitments or contingencies that we believe may be material to our financial statements.


12


Recent Accounting Pronouncements Not YetAdopted




As of the date of this report, there are no recent accounting pronouncements that have not yet been adopted that we believe would have a material impact on our financial statements.




Critical Accounting Policies and Estimates




As of September 30, 2010, our critical accounting policies and estimates had not changed materially from those set forth in our Form 10-K for the year ended December 31, 2009.




Item 3.  Quantitative and Qualitative Disclosures about Market Risk




Not required for Smaller Reporting Companies.
  Item 4.  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 September 30, 2010.  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.





Changes in Internal Control Over Financial Reporting





There have not been changes in our internal control over financial reporting (as such term is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II: OTHER INFORMATION
  Item 1.Legal Proceedings


As of September 30, 2010, the Company’s legal proceeding had not changed from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.





Item 1A. Risk Factors




As of September 30, 2010, the Company’s risk factors had not changed materially from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.




Item 2.  Unregistered Sales of Equity Securities and Use of  Proceeds







None.
  Item 3.  Defaults Upon Senior Securities
  None.
  Item 4.  Removed and Reserved]
 
 Item 5.  Other Information
  During August 2010, the Company received a $50,000 uncollateralized loan from an unrelated party. Principal and accrued interest are due on demand.  The loan accrues interest at the Bank of America prime rate, currently at 3.25% per annum, adjusted quarterly. The loan is not documented in writing.





13








Item 6.
Exhibits






31
.1

Certification of CEO as required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of CFO as required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232


Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








14





SIGNATURES





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 thereunto duly authorized.
   shearson american reit, inc.


(Registrant)
  Dated:  April 1, 2011


By:
/s/  John  WilliamsChief Executive Officer








By:
/s/  John D. GlassgowChief Financial Officer

























15