....


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549





Amendment No. 1 to


Form 10-Q





(Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2011ORo

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.)2509 Dakota Rock Road, Ruskin, FL

(Address of principal executive offices)

33570

(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 o  No þ





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes o  No þ





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





Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ





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





There were 52,518,999 shares of the registrant’s common stock outstanding as of August 31, 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 quarter ended March 31, 2011 which was filed with the Securities and Exchange Commission (“SEC”) on September 7, 2011 (“Initial 10-Q”).  This Form 10-Q/A (Amendment No. 1) is filed to amend the Initial 10-Q to correct an error in share count.  The Company had previously restated its issued share balance from the balance previously reported of 43,543,541 to 74,518,999 shares. Subsequently the Company determined that 22,000,000 shares issued by the transfer agent in 2000 had not been paid for nor transferred to the listed shareholder. The initial correcting entry increased the common stock account and reduced the paid in capital account by $30,975 and the subsequent correcting entry reduced the common stock account and increased the paid in capital account by $22,000. There was no effect on the net loss or the net loss per share. In addition, this filing contains financial statements which are in compliance with Article 8-03 of Regulation S-X which were not included in the previous filing and we have updated Item 4 to note that our Disclosure Controls and Procedures are under review to prevent future occurences of erroneously filing reports without the financial statements which comply with Article 8-03 of Regulation S-X.


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








TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1.
Financial Statements:Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
3(Unaudited) Statements of Operations for the Three Months Ended March 31, 2011  and 2010, and for the period from October 16, 2009 (Inception) to March 31, 2011
4(Unaudited) Statements of Cash Flows for the Three Months Ended March 31,  2011and 2010, and for the period from October 16, 2009 (Inception) to March 31, 2011
5Notes to Financial Statements (Unaudited)
6-9Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10Item 3.
Quantitative and Qualitative Disclosures about Market Risk
12Item 4.
Controls and Procedures
12PART II. OTHER INFORMATIONItem 1.
Legal Proceedings
12Item 1A.
Risk Factors
12Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12Item 3.
Defaults Upon Senior Securities
12Item 4.
[Removed and Reserved]
12Item 5.
Other Information
12Item 6.
Exhibits
13EX-31.1EX-31.2EX-32.1EX-32.2





2








PART I: FINANCIAL INFORMATION





Item 1.
Financial Statements


SHEARSON AMERICAN REIT, INC. (Formerly Known As PSA, INC.) (A Development Stage Company) BALANCE SHEETS
 (Restated)


March 31,


December 31,2011


2010(Unaudited)ASSETSCurrent AssetsTotal current assets

$
-


$
-Total Assets

$
-


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

$
25,598


$
25,598Bank Overdraft


338



311Loans payable


78,552



75,247Accrued Liabilities


243,004



237,150Total Liabilities


347,492



338,306Commitments and ContingenciesStockholders' Equity (Deficit)Common Stock-$.001 par value, 75,000,000shares authorized; 52,518,999 shares issued and 52,514,749 shares outstanding


52,519



52,519Paid-in Capital


25,439,953



25,439,953Retained deficit- Prior to Development Stage


(25,689,281
)


(25,689,281
)Deficit accumulated during the development stage


(136,400
)


(127,214
)Less Treasury Stock 4,250 shares, at cost


(14,283
)


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


(347,492
)


(338,306
)Total Liabilities and Stockholders' Equity (Deficit)

$
-


$
-
  The accompanying notes are an integral part of the financial statements.
 3
 
 SHEARSON AMERICAN REIT, INC. (Formerly Known As PSA, INC.) (A Development Stage Company) STATEMENTS OF OPERATIONS Three Months Ended March 31, 2011 and 2010, and Period From Inception (October 16, 2009) to March 31, 2011 (Unaudited)
  Three Months Ended


Inception toMarch 31,


March 31,


March 31,2011


2010


2011Revenue

$
-


$
-


$
-Operating costs:General and administrative


2,926



42,955



103,469Operating loss


(2,926
)


(42,955
)


(103,469
)Other expense:Interest


(6,260
)


(5,307
)


(32,931
)Loss before income taxes


(9,186
)


(48,262
)


(136,400
)Income taxes


-



-



-Net loss

$
(9,186
)

$
(48,262
)

$
(136,400
)Per share information: Basic and DilutedNet loss per share

$
(0.00
)

$
(0.00
)Weighted average shares outstanding


52,514,749



52,514,749
 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 CASH FLOWS Three Months Ended March 31, 2011 and 2010, and Period From Inception (October 16, 2009) to March 31, 2011 (Unaudited)


Three Months Ended


Inception toMarch 31,


March 31,


March 31,2011


2010


2011Operating Activities:Net cash used in operating activities

$
(27
)

$
-


$
(38,089
)Cash flows from investing activities


-



-



-Financing Activities:Proceeds from loans payable


-



-



74,600Repayment of loans payable


-



-



(36,849
)Bank overdraft


27



-



338Cash flows from financing activities


27



-



38,089Net increase (decrease) in cash


-



-



-Cash beginning of period


-



-



-Cash end of period

$
-


$
-


$
-Cash paid for interestCash paid for income taxes

$
-


$
-


$
-




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)


NOTES TO UNAUDITED FINANCIAL STATEMENTS


MARCH 31, 2011





Note 1. Organization





Nature of the Company:





The Company changed its name on October 16, 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, SART I, 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 2. Basis of Presentation and Use of Estimates





The accompanying unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Rule 8.03 of Regulation SX. The December 31, 2010 balance sheet data was derived from audited financial statements.   The accompanying financial statements do not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2010. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.





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.




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.




6





Net Loss per Share:





Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” provides for the calculation of basic and diluted earnings per share. 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.





Going Concern





The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.





The Company is in the development stage and has experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. The Company incurred net losses from inception to March 31, 2011, aggregating $136,400 and has working capital and stockholder deficits of $347,492 at March 31, 2011.





The Company’s ability to continue as a going concern is contingent upon its ability to secure additional financing, increase ownership equity and develop profitable operations. In addition, the Company’s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which the Company operates.





The Company is pursuing financing for its operations and seeking additional private investments. In addition, the Company is seeking to expand its revenue base and product distribution. Failure to secure such financing or to raise additional equity capital and to expand its revenue base and product distribution may result in the Company depleting its available funds and not being able pay its obligations.





The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.





Recent Accounting Pronouncements:





There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2010 or subsequent thereto which would have a material impact on our financial statements.





Note 3. Accrued Liabilities





Accrued liabilities consist of the following at March 31, 2011.




Litigation judgment

$
100,501Accrued interest on litigation judgment


142,503Total accrued liabilities

$
243,004





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 at a rate of 10% per annum. A judgment may be executed upon for 10 years from the date of entry. This time may be extended if the judgment creditor re-files the judgment in the county it was originally issued in. The Company disputes the judgment and has made a continuing effort to settle this claim.




Note 4. Loans Payable





Through December 31, 2009, an affiliate had paid expenses on behalf of the Company aggregating $5,944. During 2010 this affiliate paid an additional $14,284 of expenses on behalf of the Company. In addition, during 2010 $20,193 of these loans was repaid by the Company.





During 2010 an affiliate paid expenses on behalf of the Company of $16,656 which was repaid during the year. In addition, during the period ended March 31, 2011, this affiliate paid expenses on behalf of the Company aggregating $2,900.





During 2010 two affiliates advanced the Company an aggregate of $74,600 for working capital purposes. The Company accrued interest of $1,017 on one of these advances at a rate of 3.25% per annum, which is included in the loan balance at March 31, 2011.




Note 7. Correction of an Error





7





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





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, 2010 (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, 2010. 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 state 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 months ended March 31, 2011 and  2010  our operations consisted of the following:





Revenues.  We had no revenues for the three months ended March 31, 2011 or 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 ended March 31, 2011 and 2010 were approximately $2,926 and $42,955, respectively.




Interest expense.  Interest expense for the three months ended March 31, 2011 and 2010 was $6,260 and $5,307, respectively. Interest expense principally consists of interest on a judgment against the Company as further detailed in Note 3 in the Notes To Financial Statements contained in this filing.






8





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 and debt sources.  There is no assurance that any such equity and debt 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 March 31, 2011 the Company had no cash or cash equivalents.
  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 which is not yet effective .




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 March 31, 2011 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





There was no material cash flow used or provided from operating activities for the three months ended March 31, 2011 or 2010.  For the three months ended March 31, 2011 or 2010 we had no material cash flows from investing or financing activities.


Commitments and Contingencies





We do not have any commitments or contingencies that we believe may be material to our financial statements.
 
 Recent Accounting Pronouncements Not Yet Adopted





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


Critical Accounting Policies and Estimates





As of March 31, 2011, our critical accounting policies and estimates have not changed materially from those set forth in our Form 10-K for the year ended December 31, 2010.
   9


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 March 31, 2011.  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 not effective for the reasons discussed below .  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.










In addition, for the quarter ended March 31, 2011, we filed a Form 10-Q without reviewed financial statements. We have put in place procedures that ensure that this error will not occur in the future.





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 first quarter of 2011 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 March 31, 2011, the Company’s legal proceedings had not changed from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.





Item 1A.
Risk Factors





As of March 31, 2011, 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, 2010.





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





None.


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







10





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:  September 30, 2011


By:
/s/  John  williams


Chief Executive Officer and Chief Financial Officer