UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










FORM
10-K/A

(Amendment
No. 1)










(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2019



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



FOR
THE TRANSITION PERIOD FROM __________ TO __________



Commission
File Number 001-36312










Power
REIT

(Exact
Name of Registrant as Specified in Its Charter)










|Maryland                                                                       |  | 45-3116572                                                                                   
|------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------
|(State or Other Jurisdiction of
        Incorporation
        or Organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)
|                                                                               | 
|301
Winding Road
        Old
        Bethpage, NY                              |  | 11804                                                                                        
|(Address
    of Principal Executive Offices)                                   |  | (Zip
    Code)                                                                               



Registrant’s
telephone number, including area code: (212) 750-0371



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



|Title
    of Each Class                                                                                  |  | Trading
    Symbol |  | Name
    of Each Exchange on Which Registered
|-------------------------------------------------------------------------------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Shares                                                                                        |  | PW                 |  | NYSE
    (American)                          
|                                                                                                         |  |                    |  |                                              
|7.75%
    Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share |  | PW.A               |  | NYSE
    (American)                          



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



None










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [  ]
NO [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES [  ]
NO [X]



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 [X] NO [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES [X] NO [  ]



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



|Large
    accelerated filer | [  ] |  | Accelerated
    filer         | [  ]
|--------------------------- | ---- |  | ----------------------------- | ----
|Non-accelerated
    filer   | [X]  |  | Smaller
    reporting company | [X] 
|                            |      |  | Emerging
    growth company   | [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]





Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. [  ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [  ] NO
[X]





The aggregate
market value of the voting common equity held by non-affiliates of the Registrant, based upon the closing price of the
Registrant’s shares of beneficial interest (“common shares” or “common stock”) on June 28, 2019of $5.80, as reported on the NYSE American.The Registrant has no non-voting common equity.





As
of March 25, 2020, there were 1,912,939 Common Shares outstanding and 144,636
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock shares outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



The
following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K/A: None.


















EXPLANATORY
NOTE



The registrant is filing this Amendment No.
1 to Annual Report on Form 10-K, or this Amendment (also referred to herein as this report), to amend the Annual Report on Form
10-K for the fiscal year ended December 31, 2019 (Commission File Number 001-36312), or the 2019 Annual Report on Form 10-K, as
filed by the registrant with the Securities and Exchange Commission, or the SEC, on March 30, 2020. The principal purpose of this
Amendment is to include in Part III the information that was to be incorporated by reference from the proxy statement for the
registrant’s 2020 annual meeting of stockholders. This Amendment hereby amends the cover page, Part III, Items 10 through
14, and Part IV, Item 15 of the 2019 Annual Report on Form 10-K to add Exhibit 4.1, “Description of Registrant’s
Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.” In addition, as
required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, new certifications by the
registrant’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.





No
attempt has been made in this Amendment to modify or update the other disclosures presented in the 2019 Annual Report on Form
10-K. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after
March 30, 2020) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should
be read in conjunction with the 2019 Annual Report on Form 10-K and the registrant’s other filings with the SEC.



i







Table
of Contents



|             |  |                                                                                                |  | Page
|------------ |  | ---------------------------------------------------------------------------------------------- |  | ----
|PART III     |  |                                                                                               
|Item
    10. |  | Directors, Executive Officers and Corporate Governance                                         |  | 1   
|Item
    11. |  | Executive Compensation                                                                         |  | 5   
|Item
    12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 7   
|Item
    13. |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 8   
|Item
    14. |  | Principal Accounting Fees and Services                                                         |  | 9   
|             |  |                                                                                                |  |     
|PART IV      |  |                                                                                               
|Item
    15. |  | Exhibits, Financial Statement Schedule                                                         |  | 10  



ii







PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



BOARD
OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY



The
following table sets forth information concerning our trustees and executive officers, including their ages as of July 16, 2020.
There are no family relationships among any of our directors or executive officers.



|Name                       |  | Age |  | Trustee
        Since |  | Company
    Position                                                                                                                              
|-------------------------- |  | --- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  |     |  |                       |  |                                                                                                                                                   
|David
    H. Lesser        |  | 54  |  | 2009*                 |  | Chairman
                                         of Board of Trustees
        Chief
        Executive Officer, Chief Financial Officer, Secretary
|Virgil
    E. Wenger       |  | 89  |  | 1991*                 |  | Trustee
        Chairman
        of Audit Committee                                                                                               
|William
    S. Susman      |  | 56  |  | 2010*                 |  | Trustee
        Chairman
        of Compensation Committee
        Member
        of Nominating Committee                                         
|Patrick
    R. Haynes, III |  | 36  |  | 2011*                 |  | Trustee
        Chairman
        of Nominating Committee
        Member
        of Audit Committee and Compensation Committee                     



*
The trustees have been trustees of Power REIT since December 2011 and are and have been trustees of Pittsburgh & West Virginia
Railroad, a wholly owned subsidiary of Power REIT, since the dates listed in the table above.



David
H. Lesser has over 35 years of experience in real estate, including substantial experience creating shareholder value in REITs.
Mr. Lesser is currently, and has been for more than the past 25 years, President of Hudson Bay Partners, LP (“HBP”),
an investment firm focused on real estate, real estate-related situations and alternative energy. Since October 2013, Mr. Lesser
has served as Chairman and CEO of Millennium Investment and Acquisition Company (ticker: MILC). Mr. Lesser is co-founder and CEO
of IntelliStay Hospitality Management, LLC which is sponsoring investments in hotels. Mr. Lesser has previously held leadership
roles with public REITs, having served as a Senior Vice President of Crescent Real Estate Equities and as a Director of Keystone
Property Trust. Prior to his time at Crescent, Mr. Lesser was a Director of Investment Banking at Merrill Lynch & Co. within
the real estate finance group.



Since
1995, Mr. Lesser has, through HBP, invested in numerous real estate and alternative energy transactions, including a reverse merger
transaction in 1997 that led to the formation of Keystone Property Trust (NYSE: KTR) (“Keystone”). Mr. Lesser, as
president of HBP, led an investor group and structured a reverse merger transaction with American Real Estate Investment Corporation
(AMEX: REA) to ultimately form Keystone. The transaction involved an investment of $30 million of cash, the merger of a property
management company and the acquisition of a family-owned portfolio of industrial properties for ownership in the REIT. In addition
to initial structuring and equity investment by HBP, Mr. Lesser served on Keystone’s board of trustees until June 2000.
Keystone was acquired by Prologis (NYSE: PLD) in 2004 for a total enterprise value of $1.4 billion, delivering a compound annual
shareholder return of 16.5% from the initial transaction.



HBP
currently owns Intelligen Power Systems, LLC (“IPS”) which is an alternative energy business focused on the manufacturing
of cogeneration equipment and the development of distributed energy related to cogeneration, wind, solar and biofuel. HBP acquired
IPS through the bankruptcy reorganization of California-based Coast Intelligen (“Coast”), which was acquired as a
portfolio company by an affiliate of Mr. Lesser’s in 2001. As a consequence of misdeeds by Coast’s former owners and
management team, which did not involve Mr. Lesser, Coast was reorganized through a Chapter 11 bankruptcy filing, the ultimate
result of which was (i) Coast winding down its operations; and (ii) IPS, which was a subsidiary of Coast, successfully emerging
from the reorganization. IPS continues to operate today with a refocused business plan providing cogeneration and other energy
solutions to owners of real estate properties.



Mr.
Lesser holds an M.B.A. from Cornell University and a B.S. in Applied Management and Economics from Cornell University.



Mr.
Lesser has been Chairman of Power REIT’s Board of Trustees, our Chief Executive Officer since December 2011, and our Chief
Financial Officer, Secretary and Treasurer since February 2014. Mr. Lesser has been a trustee of Pittsburgh & West Virginia
Railroad, a wholly owned subsidiary of Power REIT (“P&WV”), from 2009 to the present, Chairman of P&WV’s
Board of Trustees from December 2010 to the present and CEO of P&WV from February 2011 to the present.



We
believe that Mr. Lesser’s years of experience as a real estate investor, as a board director and in creating shareholder
value for REITs provide significant benefits to the Company.



1







Virgil
E. Wenger, CPA, is currently, and has for the past eight years been, an independent consultant who primarily works with new
startup ventures that need accounting services and financial planning assistance to determine investment and working capital needs.
He also serves as chief financial officer for two private companies: Shareholder Intelligence Services, a provider of information
to publicly traded client companies concerning shareholder ownership, broker activity and related analytics; and Econergy Corporation,
a manufacturer and marketer of proprietary air conditioning systems. Mr. Wenger was previously a partner at Ernst & Young
LLP for over 25 years. He is a graduate of the University of Kansas, with a B.S. in Business Administration, and of the Harvard
Business School Advanced Management Program.



Mr.
Wenger has been a trustee and Power REIT’s Audit Committee Chairman since December 2011 and has been a member of the Nominating
Committee since August 2012. Mr. Wenger has been a trustee of P&WV from 1991 to the present and was P&WV’s Audit
Committee Chairman from 2005 to December 2011.



We
believe that Mr. Wenger’s many years of experience at Ernst & Young LLP, significant financial expertise and leadership
as Chairman of the Audit Committee provide significant benefits to the Company.



William
S. Susman has over 25 years of investment banking experience, including significant experience in the transportation and railroad
industry. As the former head of Merrill Lynch’s Transportation and Consumer Group, Mr. Susman advised numerous railroad
clients, including Burlington Northern, CSX, Kansas City Southern, Norfolk Southern Railways, TMM and Union Pacific. Mr. Susman
is currently founder and CEO of a boutique investment advisory firm, Threadstone Advisors since 2011. Prior to founding Threadstone
Advisors, he was President of Financo, an investment bank focused on retail and consumer goods, where he worked from 2004-2011.
Mr. Susman began his investment banking career at Salomon Brothers, in their transportation group. Mr. Susman sits on the boards
of two private companies: Preferred Fragrances and Jonathan Adler Enterprises. Mr. Susman is a graduate of the University of Michigan,
with a B.S. in Business Administration and a Masters from the Kellogg Graduate School of Management at Northwestern University.



Mr.
Susman has been a trustee and Power REIT’s Compensation Committee Chairman since December 2011 and has been a member of
the Nominating Committee since August 2012. Mr. Susman has been a trustee of P&WV from May 2011 to the present and was P&WV’s
Compensation Committee Chairperson from August 2011 to December 2011.



We
believe that Mr. Susman’s understanding of business, finance and the railroad industry, acquired through over 20 years of
investment banking experience, and his leadership as Chairman of the Compensation Committee and in regard to governance matters,
provide significant benefits to the Company.



Patrick
R. Haynes, III is co-founder and Managing Principal of Jackson River Capital, LLC a holding company sponsoring investment
platforms co-founded by Mr. Haynes focused on investments in hospitality and healthcare commercial real estate assets. In 2015,
Mr. Haynes co-founded IntelliStay Hospitality Management, LLC which is sponsoring investments in hotels. In 2018, Mr. Haynes co-founded
Wellness Real Estate Partners, LLC which is sponsoring investments in healthcare NNN investments. Mr. Haynes was previously employed
by Alliance Partners HSP (“Alliance”), an opportunistic real estate investment venture backed by the family offices
of Jay Shidler and Clay Hamlin and based in Philadelphia, PA. Mr. Haynes opened the New York City office for Alliance in 2014
and ran all opportunistic acquisitions for greater New York City Area. From 2010 until he joined Alliance in 2012, Mr. Haynes
worked for the Rockefeller Group Investment Management Corp. (“RGIM”). At RGIM he was responsible for the financial
analysis for RGIM’s corporate acquisitions and direct real estate investments and supported institutional fundraising and
business development. Mr. Haynes began his career at Lehman Brothers in the Real Estate Private Equity Group where he performed
financial analysis, market research and due diligence for over $2.0 billion in potential real estate acquisitions across all asset
classes nationally. Mr. Haynes also worked on the successful management buyout of Lehman’s equity funds’ advisory
business, responsible for the management of approximately $18 billion in real estate assets globally. Mr. Haynes remained with
the go forward venture created by the fund’s management, Silverpeak Real Estate Partners, until joining RGIM. Mr. Haynes
received a BA in U.S. History from Brown University.



Mr.
Haynes has been a trustee and a member of Power REIT’s Audit and Compensation Committees since December 2011 and Chairman
of the Power REIT’s Nominating Committee since August 2012. Mr. Haynes has been a trustee of P&WV from May 2011 to the
present and was a member of P&WV’s Compensation Committee from August 2011 to December 2011 and a member of P&WV’s
Audit Committee from 2010 to December 2011.



We
believe that Mr. Haynes’ experience and contacts in real estate and his experience in transaction structuring and private
equity provide significant benefits to the Company.



Family
Relationships



There
are no family relationships among any of our trustees or executive officers.



2







ADDITIONAL
DISCLOSURE RELATING TO OUR

TRUSTEES,
EXECUTIVE OFFICER AND CORPORATE GOVERNANCE



CORPORATE
GOVERNANCE



Overview



In
accordance with our Declaration of Trust and Bylaws, our Board of Trustees elects the Chairman of the Board and our executive
officers, and each of these positions may be held by the same or separate persons. Our corporate governance guidelines do not
include a policy on whether the role of the Chairman and Chief Executive Officer should be separate or, if not, whether a lead
independent trustee is to be elected. From February 2011, Mr. Lesser, the Chairman of our Board of Trustees, has also served as
our Chief Executive Officer. We believe that this arrangement is suitable for a company of our size. The Board of Trustees shall
review the need for any changes to these arrangements from time to time in light of the Trust’s changing business needs.



Board
of Trustees



Our
Board of Trustees takes an active role in overseeing the management of our risks. The Board regularly reviews information regarding
our liquidity, operations and investment activities, as well as the risks associated with each. The Board is responsible for overseeing
the implementation of our investment strategy, the principal goal of which is to enhance long-term shareholder value through increases
in earnings, cash flow and net asset value. Currently, each investment transaction is approved by the Board. In the future, the
Board may establish an investment committee consisting of trustees to oversee our investment activities, including the review
and approval of specific transactions.



The
Board held five scheduled meetings during 2019. On five other occasions during the year, the trustees, after conferring in writing,
adopted Board resolutions by a majority of votes via written consent. The independent trustees met in executive session during
2019; all of the independent trustees were in attendance during this session. During 2019, each trustee attended at least 75%
of the aggregate of all meetings of the Board of Directors and of all meetings of committees of the Board on which such member
served that were held during the period in which such trustee served.



Four
of our five trustees attended the 2019 annual meeting of shareholders. Our policy is to invite and encourage each member of the
Board to be present at our annual meetings of stockholders.



Board
Committees



Our
Board of Trustees has three committees: an Audit Committee, a Compensation Committee and a Nominating Committee. Each of the three
committees consists solely of independent trustees in accordance with the NYSE American Company Guide.



Audit
Committee



Our
Audit Committee has been established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and consists of two independent trustees, each of whom the Board of Trustees has determined is “financially
literate” and “independent” under the rules of the NYSE American Company Guide: Virgil E. Wenger and Patrick
R. Haynes, III. Mr. Wenger serves as chairman of the Audit Committee and the Board of Trustees has determined that Mr. Wenger
meets the definition of “audit committee financial expert,” as defined in applicable SEC rules. Pursuant to its charter,
the Audit Committee, among other purposes, serves to assist the Board of Trustees in overseeing:



| | ● | the
    integrity of our financial statements;                                                                                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | our
    compliance with legal and regulatory requirements and ethical behavior;                                                                                           
| | ● | the
    retention of independent public auditors, including oversight of their performance, qualifications and independence, as well
    as the terms of their engagement;
| | ● | our
    accounting and financial reporting processes, internal control systems and internal audit function, as applicable;                                                
| | ● | our
    monitoring of compliance with laws and regulations and our code of business conduct and ethics; and                                                               
| | ● | our
    investigation of any employee misconduct or fraud.                                                                                                                



During
2019, the Audit Committee on four occasions, after conferring individually or via writing, took action by written consent. The
Audit Committee’s charter is available on the Trust’s website at: www.pwreit.com.



3







Compensation
Committee



During
2019, our Compensation Committee consisted of two independent trustees: William S. Susman and Patrick R. Haynes, III. Mr.
Susman serves as chairman of the Compensation Committee. The Compensation Committee, among other purposes, serves
to:



| | ● | establish
    and periodically review the adequacy of the compensation plans for our executive officers and other employees;                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | review
    the performance of executive officers and adjust compensation arrangements as appropriate;                                                               
| | ● | establish
    compensation arrangements for our non-executive trustees; and                                                                                         
| | ● | evaluate
    and make grants under the Trust’s 2012 Equity Incentive Plan and other stock grants pursuant to authority delegated
    to it by the Board of Trustees;
| | ● | review
    and monitor management developments and succession plans and activities.                                                                                 



During
2019, the Compensation Committee met once and on one other occasion during the year, after conferring individually or via writing,
took one additional action by written consent. All of the Compensation Committee members were in attendance at the meeting. The
Compensation Committee charter is available on the Trust’s website at: www.pwreit.com.



Nominating
Committee



The
Nominating Committee is chaired by Patrick R. Haynes with William S. Susman serving as a member. The Nominating Committee evaluates
potential nominees to serve as trustees and makes recommendations to the Board of Trustees for inclusion in the Trust’s
annual proxy statement. The Nominating Committee met one time in 2019.



Trustee
Nomination Process



The
Nominating Committee is responsible for developing and evaluating potential trustee candidates for consideration in the event
of a vacancy on the Board of Trustees, and making nominee recommendations to the Board of Trustees. The Nominating Committee seeks
candidates for election and appointment that possess the integrity, leadership skills and competency required to direct and oversee
the Trust’s management in the best interests of its shareholders, customers and employees, as well as the communities it
serves and other affected parties. Nominee candidates must be willing to regularly attend committee and Board of Trustees meetings,
to develop a strong understanding of the Trust, its businesses and its requirements, to contribute his or her time and knowledge
to the Trust and to be prepared to exercise his or her duties with skill and care. In addition, each candidate should have an
understanding of relevant governance concepts and the legal duties of a trustee of a public company.



To
propose a nominee, shareholders may contact the Nominating Committee Chairman, the Chairman of the Board or the Company’s
Secretary by writing to them care of the Trust at its principal executive offices. Such correspondence should include a detailed
description of the proposed nominee’s qualifications and a method to contact the nominee if the Nominating Committee so
chooses. Candidates viewed by the Nominating Committee as qualified and suitable for service as a trustee will be contacted to
determine interest in being considered to serve on the Board of Trustees and, if interested, will be interviewed and have their
qualifications established and considered.



The
Nominating Committee has established a charter outlining its purpose and the practices it follows. The Nominating Committee charter
is available on the Trust’s website at www.pwreit.com.



Code
of Business Conduct and Ethics



The
Trust has a Code of Business Conduct and Ethics, with which all officers and trustees must comply. A copy of the code may be viewed
on our website at www.pwreit.com, and printed copies may be requested, without charge, by writing to us at 301 Winding
Road, Old Bethpage, NY 11804, Attention: Investor Relations.



Delinquent
Section 16(a) Reports: None



Section
16(a) of the Exchange Act requires that our executive officers and trustees, and persons who own more than 10% of a registered
class of our equity securities, file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and, in our
case, the NYSE American. Executive officers, trustees and greater than 10% shareholders are required by the SEC to furnish us
with copies of all Forms 3, 4 and 5 that they file. Based on our review of such copies, we believe that our current executive
officers, trustees and greater than 10% shareholders complied with all Section 16(a) filing requirements applicable to them with
respect to transactions during 2019.



4









Item
11. Executive Compensation.



Trustee
Compensation



In
August 2012, pursuant to the 2012 Plan, each independent trustee was granted an option to acquire 2,000 of our shares at an exercise
price of $7.96. The options vested in three equal installments over three years. In May 2013, pursuant to the Plan, each Trustee
was granted 400 shares of restricted common stock vesting quarterly in equal installments commencing with the second quarter of
2013. In June 2014, pursuant to the Plan, each independent Trustee was granted 500 shares of restricted common stock vesting quarterly
in equal installments commencing with the second quarter of 2014. In September 2015, pursuant to the Plan, each independent Trustee
was granted 500 shares of restricted common stock vesting of which 75% vested during 2015 and 25% vested during the first quarter
of 2016. In May 2016, each independent Trustee who served a full year was granted 600 shares of restricted common stock of which
75% vested during 2016 and 25% vested during the first quarter of 2017 and Justinian Hobor who served for approximately three
quarters of the year was granted 450 shares with two thirds vesting during 2016 and one third vesting during the first quarter
of 2017. In 2017, each independent Trustee was granted 600 shares of restricted common stock of which 75% vested during 2017 and
25% vested during the first quarter of 2018. In 2018, each independent Trustee was granted 700 shares of restricted common stock
of which 75% vested during 2018 and 25% vested during the first quarter of 2020. In 2019, each independent Trustee was granted
700 shares of restricted common stock of which 75% vested during 2019 and 25% vested during the first quarter of 2020. Other than
the option grants and the restricted stock grants, there are currently no other compensation arrangements with any of the independent
trustees. The Trust has a policy to reimburse reasonable expenses of Trustees. During 2019 there were no such reimbursements.



Compensation
of our independent trustees for the fiscal year ending December 31, 2019, is listed in the table below.



|Trustee Name          |  | Fees Earned or Paid in Cash |   |  | Stock Awards(1) |   |       | Option Awards |  |   | Non-Equity Incentive Plan Compensation |  |  | Non-Qualified Deferred Compensation Earnings |   |  | All Other Compensation |   |   | Total | 
|--------------------- |  | --------------------------- | - |  | --------------- | - | ----- | ------------- |  | - | -------------------------------------- |  |  | -------------------------------------------- | - |  | ---------------------- | - | - | ----- | 
|                      |  |                             |   |  |                 |   |       |               |  |   |                                        |  |  |                                              |   |  |                        |   |   |       | 
|Virgil E. Wenger      |  | $                           | - |  |                 | $ | 4,060 |               |  | $ | -                                      |  |  | $                                            | - |  |                        | $ | - |       | 
|William S. Susman     |  | $                           | - |  |                 | $ | 4,060 |               |  | $ | -                                      |  |  | $                                            | - |  |                        | $ | - |       | 
|Patrick R Haynes, III |  | $                           | - |  |                 | $ | 4,060 |               |  | $ | -                                      |  |  | $                                            | - |  |                        | $ | - |       | 
|Justinian R. Hobor    |  | $                           | - |  |                 | $ | 4,060 |               |  | $ | -                                      |  |  | $                                            | - |  |                        | $ | - |       | 



| | (1) | For
    all stock awards, the values reflect the aggregate grant date fair value computed in accordance with FASB ASC 718. For more
    information on the on the stock awards granted in 2019, please refer to Note 6 (Long-Term Compensation) in our 10-K for year
    ended December 31, 2019.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
compensation provided to Mr. Lesser, the Chairman of the Board of Trustees and also an officer of the Trust, is detailed in the
table under “Executive Officer – Executive Officer Compensation”, below.



The
table below shows the aggregate number of option and stock awards outstanding at December 31, 2019 for each of our independent
trustees.





|Trustee Name          |  | Number of shares Subject to Outstanding Options |       |  | Number of Unvested Shares Subject to Outstanding Stock Awards | 
|--------------------- |  | ----------------------------------------------- | ----- |  | ------------------------------------------------------------- | 
|                      |  |                                                 |       |  |                                                               | 
|Virgil E. Wenger      |  |                                                 | 2,000 |  |                                                               | 
|William S. Susman     |  |                                                 | 2,000 |  |                                                               | 
|Patrick R Haynes, III |  |                                                 | 2,000 |  |                                                               | 
|Justinian R. Hobor    |  |                                                 | 0     |  |                                                               | 



5







Executive
Officer Compensation



The
Trust is managed by David H. Lesser, the Trust’s Chief Executive Officer, with oversight from its Board of Trustees.



The
Trust does not have an employment agreement with Mr. Lesser. In 2012, pursuant to the 2012 Plan, Mr. Lesser was awarded 20,000
shares of restricted stock and an option to acquire 100,000 shares at an exercise price of $7.96. Both the restricted stock grant
and the option grant vested annually in equal installments over three years commencing on the first anniversary of the grant.
In 2014, pursuant to the Plan, Mr. Lesser was awarded 40,000 shares of restricted stock which vests monthly over a three year
period commencing with the second quarter of 2014. In 2015, pursuant to the Plan, Mr. Lesser was awarded 9,400 shares of restricted
stock which vests monthly over a three year period commencing with the third quarter of 2015. In 2016, Mr. Lesser was awarded
40,000 shares of restricted stock which vests monthly over a three year period commencing with the second quarter of 2016. In
2017, Mr. Lesser was awarded 40,000 shares of restricted stock which vests monthly over a three year period commencing with the
second quarter of 2017. In 2018, Mr. Lesser was awarded 40,000 shares of restricted stock which vests monthly over a three year
period commencing with the third quarter of 2018. In 2020, Mr. Lesser was awarded 40,000 shares of restricted stock which vests
monthly over a three year period commencing with the first quarter of 2020.The restricted stock grants provide for voting rights
and dividends during the vesting period. The assumptions used to value the grants are described in footnote 6 to the Trust’s
audited financial statements included in the Trust’s 2019 Form 10-K.



Compensation
for our principal executive officer for the two fiscal years ending December 31, 2019 is set forth in the table below:



|Name and Principal Positions           |  | Year |      |  | Salary ($) |   |   | Bonus ($) |  |   | Stock Awards ($) |  |  | Option Awards ($) |         |  | All Other Compensation ($) |   |   | Total ($) | 
|-------------------------------------- |  | ---- | ---- |  | ---------- | - | - | --------- |  | - | ---------------- |  |  | ----------------- | ------- |  | -------------------------- | - | - | --------- | 
|                                       |  |      |      |  |            |   |   |           |  |   |                  |  |  |                   |         |  |                            |   |   |           | 
|David H. Lesser, Chairman, CEO and CFO |  |      | 2018 |  |            | $ | - |           |  | $ | -                |  |  | $                 | 241,200 |  |                            | $ | - |           | 
|                                       |  |      |      |  |            |   |   |           |  |   |                  |  |  |                   |         |  |                            |   |   |           | 
|David H. Lesser, Chairman, CEO and CFO |  |      | 2019 |  |            | $ | - |           |  | $ | -                |  |  | $                 | 0       |  |                            | $ | - |           | 



|(1) | Restricted
    Stock Awards granted and the assumptions used in the valuation of such awards are discussed in footnote 6 to the Trust’s
    audited financial statements included in the Trust’s 2019 Form 10-K.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding
Equity Awards



The
following table sets forth outstanding option equity and restricted stock awards granted to the Trust’s principal executive
officer as of December 31, 2019:



|Option Awards                     |  |  | Stock Awards                                                 
|--------------------------------- |  |  | -------------------------------------------------------------
|Name                              |  |  | Number of shares underlying unexercised options (exercisable)
|David H. Lesser, Chairman and CEO |  |  | 100,000                                                      



| | (1) | Based
    on stock price as of the date of the grant.
| | --- | -----------------------------------------------------



Securities
Authorized for Issuance Under Equity Compensation Plans



The
following table sets forth the securities authorized for issuance under the 2012 Plan, as of December 31, 2019:



|                                                           |  | Number of securities to 
be issued upon exercise of
 outstanding options,
 warrants and rights |         |  | Weighted average exercise price of outstanding options, warrants and rights |  |      | Number of securities
 remaining available for
 future issuance under Plan (excluding securities in first column) | 
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- | ------- |  | --------------------------------------------------------------------------- |  | ---- | ---------------------------------------------------------------------------------------------------------------- | 
|Equity compensation plans approved by security holders     |  |                                                                                                | 106,000 |  |                                                                             |  | 7.96 |                                                                                                                  | 
|                                                           |  |                                                                                                |         |  |                                                                             |  |      |                                                                                                                  | 
|Equity compensation plans not approved by security holders |  |                                                                                                | n/a     |  |                                                                             |  | n/a  |                                                                                                                  | 
|                                                           |  |                                                                                                |         |  |                                                                             |  |      |                                                                                                                  | 
|Total                                                      |  |                                                                                                | 106,000 |  |                                                                             |  | 7.96 |                                                                                                                  | 



6







|(1) | The
    2012 Plan contains an “evergreen” provision that automatically adjusts the number of shares available for future
    issuance, as provided in Section 4 of the Plan (subject to certain adjustments) as follows: the number of shares of Stock
    which shall be made available for issuance under the Plan shall be increased by the positive number of shares equal to the
    lesser of: (i) (A) 10% of the Company’s outstanding shares of Stock, calculated on a fully diluted and consolidated
    basis, less (B) the sum of (1) the aggregate number of shares remaining available for issuance under the Plan as of such date,
    plus (2) the aggregate number of shares subject to outstanding Awards and unvested shares of Restricted Stock or other unvested
    equity compensation granted under the Plan as of such date, or (ii) a lesser amount determined by the Compensation Committee.
    For clarity, if the amount determined in the formula in the preceding sentence is negative, the number of shares available
    for issuance shall neither be increased nor decreased.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For
more information concerning the 2012 Plan and other stock based compensation, see the Trust’s audited financial statements
included in the Trust’s 2019 Form 10-K.



COMPENSATION
DISCUSSION AND ANALYSIS



The
Trust’s compensation program is designed to incentivize key individuals to provide services of value to the Trust, including
services in the long-term interest of the Trust. Over the last few years, the Trust has focused on minimizing cash compensation
and providing incentive compensation in the form of option and restricted stock grants. The compensation program has consisted
primarily of occasional option grants and restricted stock grants to our Independent trustees and occasional option grants and
restricted stock grants to our CEO. The Trust believes this approach provides the Trust with increased flexibility to vary the
amounts and types of compensation paid to the Trust’s executive officer, to serve the goals of:



| | ● | more
    strongly aligning the interests of the Trust and the interests of its executive officers and trustees, among others, in support
    of our business expansion and improvement plans;                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | rewarding
    our executive officers in proportion to the increased duties we are imposing on them and the increased levels of performance
    we are requiring of them; and                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | rewarding
    our executive officers and trustees, among others, if and when they achieve substantial successes in expanding and improving
    our business and prospects, including, without limitation, by creating long-term shareholder value by increasing funds from
    operations (“FFO”) and dividends per share through accretive acquisitions of energy and transportation infrastructure.



In
furtherance of these compensation goals, the Compensation Committee approved certain stock grants during 2019. See the “Trustee
Compensation” table above, for further information as to these grants and our compensation amounts generally.



Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



SECURITY
OWNERSHIP OF

CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT



The
following table sets forth certain information regarding the beneficial ownership and voting power of our common shares as of
July 16, 2020, by: (i) each person who owns more than 5% of our shares and who has filed a Schedule 13D with the SEC that is publicly
available to the Trust and others at www.sec.gov, (ii) each of our trustees and executive officers and (iii) all of our
trustees and executive officers as a group. Unless otherwise indicated, the business address of each person listed is c/o Power
REIT, 301 Winding Road, Old Bethpage, NY 11804. Unless otherwise indicated, all shares are owned directly, and the indicated person
has sole voting and investment power.



|                                                         |  | Owned at June 30, 2020 |        
|-------------------------------------------------------- |  | ---------------------- | -------
|Name of Beneficial Owner                                 |  | Number of Shares       |        
|Trustees and Executive Officers                          |  |                        |        
|David H. Lesser (1) (2)                                  |  |                        | 508,217
|Virgil E. Wenger                                         |  |                        | 6,000  
|William S. Susman                                        |  |                        | 6,400  
|Patrick R. Haynes, III                                   |  |                        | 7,937  
|Justinian Hobor (3)                                      |  |                        | 52,173 
|All trustees and executive officers as a group (1) - (4) |  |                        | 580,727
|5% beneficial owners                                     |  |                        |        
|Renaissance Technologies LLC and affiliates(5)           |  |                        | 96,558 



7







(1)
Mr. Lesser has beneficial ownership of 508,217 shares (including restricted stock and option equity grants (vested and unvested)
under the Trust’s 2012 Equity Incentive Plan). A non-qualified stock option to acquire 100,000 common shares (“Option”)
was awarded on August 13, 2012, pursuant to the Trust’s 2012 Plan. The Option vested in three equal annual installments
beginning with the first anniversary of the respective grants. The Options have a 10-year term and a strike price equal to the
closing price of the stock on August 13, 2012.



(2)
In addition to the shareholdings disclosed above, the MEL Generation Skipping Trust, a trust set up for the children of David
H. Lesser, (the “MEL Trust”) owns 36,375 common shares of the Trust. MEL Trust also owns 9,600 of Power REIT 7.75%
Preferred Stock Series A which are not entitled to vote at the 2020 annual meeting of shareholders. Mr. Lesser disclaims any beneficial,
pecuniary or residual interest in the shares owned by the MEL Trust, does not serve as trustee of the MEL Trust and does not have
the power to revoke the MEL Trust.



(3)
Mr. Hobor has beneficial ownership of 52,173 shares: 9,104 directly; 10,000 held by Roundwood Capital, LLC, an investment company
co-managed by Mr. Hobor; and 33,069 shares where Mr. Hobor has limited power of attorney to executed transactions on behalf of
clients. Mr. Hobor has elected not to run for re-lection as a Trustee at the 2020 Annual Meeting.



(4)
The number of shares reported and the denominator used to calculate the “% of Outstanding Shares” includes restricted
stock grants. Each restricted stock grant confers voting and dividend privileges during its vesting period. Calculations are based
on 1,912,939 shares of common stock outstanding on June 30,2020.



(5)
Based on Form 13-G filed with the SEC on 2/12/20. Renaissance Technologies Holdings Corp. holds a majority of the equity of Renaissance
Technologies LLC and is therefore deemed to beneficially own the shares held by Renaissance Technologies LLC. The principal address
of Renaissance Technologies LLC and Renaissance Technologies Holdings Corp.is 800 Third Avenue, New York, New York 10022. James
Rowen is the Vice President of Renaissance Technologies Holdings Corp. and Chief operating officer of Renaissance Technologies
LLC.



Item
13. Certain Relationships and Related Transactions, and Director Independence.



TRANSACTIONS
WITH RELATED PERSONS



The
Trust and its subsidiaries have hired Morrison Cohen, LLP (“Morrison Cohen”) as their legal counsel with respect to
general corporate matters. The spouse of the Trust’s Chairman, CEO, Secretary and Treasurer is a partner at Morrison Cohen.
During both 2018 and 2019, Power REIT (on a consolidated basis) did not pay any legal fees to Morrison Cohen.



A
wholly-owned subsidiary of HBP provides the Trust and its subsidiaries with office space at no cost. Effective September 2016,
the Board of Directors approved reimbursing an affiliate of HBP $1,000 per month for administrative and accounting support based
on a conclusion that it would pay more for such support from a third party. Effective January 1, 2019, the Board of Directors
approved increasing the amount to $1,750 per month for based on the increased level of work and a conclusion that it would pay
more for such support from a third party. A total of $12,000 was paid pursuant to this arrangement during 2019.



Under
the Trust’s Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a
financial interest; provided however, that in the case of a material financial interest, the transaction shall be disclosed to
the Board of Trustees or the transaction shall be fair and reasonable. After consideration of the conditions and terms of the
retention of Morrison Cohen and the payment to an affiliate of HBP for accounting and administrative support, the independent
trustees approved the hiring of Morrison Cohen as legal counsel and approved the agreement with the affiliate of HBP described
above, finding the aforementioned arrangements to be fair and reasonable and in the interest of the Trust.



INDEPENDENCE
OF THE BOARD OF DIRECTORS



The
Trust’s common shares and 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the NYSE American.
Under the NYSE American listing standards, independent directors must comprise a majority of a listed company’s board of
directors and all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must
be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange
Act and Compensation Committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange
Act. Under the NYSE American listing standards, a director will only qualify as an “independent director” if, in the
opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director.



In
order to be considered to be independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not,
other than in his or her capacity as a member of the Audit Committee, the board of directors, or any other board committee: (i)
accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries,
or (ii) be an affiliated person of the listed company or any of its subsidiaries.



8







The
Trust’s board of directors undertook a review of the independence of the members of the board of directors and considered
whether any director has a material relationship with our company that could compromise his or her ability to exercise independent
judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning
their background, employment and affiliations, including family relationships, the board of directors has determined that all
of our current directors, except Mr. Lesser, due to his position as Chief Executive Officer of our company, is “independent”
as that term is defined under the rules of the NYSE American. As a result, are deemed to be “independent” as that
term is defined under the rules of the NYSE American.



In
making these determinations, the board of directors considered the current and prior relationships that each non-employee director
has with our company and all other facts and circumstances the board of directors deemed relevant in determining their independence,
including the beneficial ownership of capital stock by each non-employee director.



Item
14. Principal Accounting Fees and Services.



PRINCIPAL
ACCOUNTANT FEES AND SERVICES



Audit
Fees



Effective
January 20, 2015, the Trust retained MaloneBailey, LLP as its independent registered public accounting firm. The Trust paid MaloneBailey,
LLP. $51,000 for professional services in each of the years ended 2019 and 2018 related to the annual audit of the Trust’s
financial statements and the inclusion of financial statements and other financial information in the Trust’s quarterly
reports on Form 10-Q, registration statements and other submissions to the SEC.



Tax
Fees



The
Trust has engaged BDO USA LLP to prepare its 2019 and 2018 tax returns. The trust paid BDO USA LLP $7,700 and $7,676 for professional
services rendered in the years 2019 and 2018, respectively.



Other
Fees



Other
than the fees described above, there were no payments made to MaloneBailey LLP, A.C., during 2018 or 2019, including payments
whose disclosure is called for under Items 9(e)(2) and (4) of the SEC’s Schedule 14A.



Audit
Committee Pre-Approval of Services to be Provided by Independent Auditor



Our
policies and procedures require our Audit Committee to review and approve in advance all engagements for services to be rendered
by the Trust’s independent auditors. In the case of any non-audit services proposed to be rendered by the Trust’s
independent auditors, that review includes consideration by the Audit Committee as to whether the provision of such services would
be compatible with maintaining the auditors’ independence.



All
of the engagements for services rendered in 2018 and 2019 by the Trust’s independent auditors were pre-approved by the Audit
Committee.



9







PART
IV

Item
15. Exhibits, Financial Statement Schedule.



|(1) | Consolidated
    Financial Statements:
|--- | --------------------------------------



See
Index to Consolidated Financial Statements at page F-1 of the 2019 Annual Report on Form 10-K.



|(2) | Financial
    Statement Schedule:
|--- | ---------------------------------



All
schedules are omitted because they are not required or the required information is included in the consolidated financial statements
or notes thereto.



|(3) | Exhibits:
|--- | ---------



The
exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference into, the 2019 Annual
Report on Form 10-K.



10







Exhibit
Index

List
of Exhibits.



The
following is a list of exhibits filed as a part of this Annual Report on Form 10-K/A.





|Exhibit
        Number |  | Description                                                                                                                                                                                                                                                                                            
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    2.1        |  | Agreement
    and Plan of Merger by and among Pittsburgh & West Virginia Railroad, Power REIT and Power REIT PA, LLC, dated December
    1, 2011, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with
    the Commission as of December 5, 2011.
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    3.1        |  | Declaration of Trust of Power REIT, dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12, 2014, incorporated herein by reference to such exhibit to the Registrants Form 10-K filed with the Commission as of April 1, 2014.                     
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    3.2        |  | Bylaws of Power REIT, dated October 20, 2011, incorporated herein by reference to the Registrant’s registration statement on Form S-4 filed with the Commission as of November 8, 2011.                                                                                                                
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    4.1*       |  | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended                                                                                                                                                                        
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.1       |  | Lease Agreement between Pittsburgh & West Virginia Railway Company and Norfolk & Western Railway Company, dated July 12, 1962, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of April 2, 2013.                          
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.2.1     |  | Promissory Note A from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2013.      
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.2.2     |  | Promissory Note B from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2013.      
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.2.3     |  | Deed of Trust between PW Tulare Solar, LLC and Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2013.      
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.2.4     |  | Guaranty from Power REIT to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2013.                         
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
10.3           |  | At
    Market Issuance Sales Agreement between Power REIT and MLV & Co. LLC, dated March 28, 2013, incorporated herein by reference
    to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of March 29, 2013.                                                 
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.4       |  | Power REIT 2012 Equity Incentive Plan, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of March 29, 2013.                                                                                                                 
|                       |  |                                                                                                                                                                                                                                                                                                        
|Exhibit
    10.5       |  | Lease between True North Energy, LLC and True North LLC (PW Salisbury Solar LLC) dated December 1, 2011 (included as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                                                                                





11









|Exhibit
    10.6  |  | Assignment and Assumption of Lease between True North, LLC and PW Salisbury Solar LLC dated December 31, 2012 (included as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                                           
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.7  |  | Ground Lease for Solar Energy System (Exeter 13) between ImMODO California 1 LLC and Tulare PV I LLC dated March 11, 2013 (included as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                               
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.8  |  | Ground Lease for Solar Energy System (Ivanhoe 13) between ImMODO California 1 LLC and Tulare PV I LLC dated March 11, 2013 (included as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                              
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.9  |  | Ground Lease for Solar Energy System (Kinsburg) between ImMODO California 1 LLC and Tulare PV II LLC dated March 26, 2013 (included as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                               
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.10 |  | Ground Lease for Solar Energy System (Lindsey 134) between ImMODO California 1 LLC and Tulare PV I LLC dated March 11, 2013(included as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                             
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.11 |  | Ground Lease for Solar Energy System (Porterville 125) between ImMODO California 1 LLC and Tulare PV I LLC dated March 11, 2013 (included as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                        
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.12 |  | Assignment and Assumption of Lease between ImMODO California 1 LLC and PW Tulare Solar, LLC dated July 8, 2013 (included as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).                                         
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.13 |  | Lease between PW Regulus Solar, LLC and Regulus Solar, LLC dated April 10, 2014 (included as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020)                                                                         
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.14 |  | Lease Agreement between PW CO CanRE JAB LLC and JAB Industries Ltd dba WildFlower Farms (Maverick), dated July 12th, 2019, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2019
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.15 |  | Lease Agreement between PW CO CanRE JAB LLC and JAB Industries Ltd dba WildFlower Farms (Tamarack), dated July 12th, 2019, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of July 15, 2019
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.16 |  | Amendment to Lease Agreement between PW CO CanRE JAB LLC and JAB Industries Ltd dba WildFlower Farms (Maverick), dated November 1st, 2019 (included as Exhibit to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2020)                     
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.17 |  | Loan Agreement between CTL Lending Group LLC and PW PWV Holdings LLC dated November 25, 2019 (included as Exhibit 10.17 to the Registrant’s Annual Report on 10-K filed with the SEC on March 30, 2020)                                                                 
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.18 |  | Lease Agreement between PW CO CanRE Mav 14 LLC and NutraCanna LLC, dated February 1, 2020, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of February 6, 2020.                            
|                  |  |                                                                                                                                                                                                                                                                         
|Exhibit
    10.19 |  | Lease Agreement between PW CO CanRE Sherman 6 LLC and Green Street LLC, dated February 1, 2020, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of February 6, 2020.                       





12







|Exhibit
                                         10.20 |  | Lease Agreement between PW CO CanRE Mav 5, LLC and Original Cannabis Growers of Ordway, LLC dated March 18, 2020, incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of March 20, 2020                                                                                      
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    10.21                                      |  | Amendment to Lease Agreement between PW CanRE Mav 5 LLC and Original Cannabis Growers of Ordway, LLC dated May 1, 2020 incorporated herein by reference to such exhibit to the Registrant’s current report on Form 8-K filed with the Commission as of May 1, 2020.                                                                                   
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    10.22                                      |  | Lease
    Agreement between PW ME CanRE SD, LLC and NorthEast Kind Assets, LLC dated May 15, 2020 incorporated herein by reference to
    such exhibit to the Registrant’s current report on Form 8K filed with the Commission as of May 15,
    2020.                                                                                                
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    14.1                                       |  | Code of Business Conduct and Ethics, incorporated herein by reference to such exhibit to the Registrant’s annual report on Form 10-K filed with the Commission as of March 28, 2012.                                                                                                                                                                  
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    21.1                                       |  | Subsidiaries of the Registrant (included as Exhibit 21.1 to the Registrant’s Annual Report on 10-K filed with the SEC on March 30, 2020)                                                                                                                                                                                                              
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    31.1                                       |  | Sarbanes-Oxley Act Section 302 Certification of David H. Lesser (included as Exhibit 31.1 to the Registrant’s Annual Report on 10-K filed with the SEC on March 30, 2020)                                                                                                                                                                             
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    32.1                                       |  | Sarbanes-Oxley Act Section 906 Certification of David H. Lesser (included as Exhibit 32.1 to the Registrant’s Annual Report on 10-K filed with the SEC on March 30, 2020)                                                                                                                                                                             
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    31.2*                                      |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                               
|                                                       |  |                                                                                                                                                                                                                                                                                                                                                       
|Exhibit
    101                                        |  | Interactive
    data files pursuant to Rule 405 of Regulation S-T, as of and for the year ended December 31, 2019: (i) Consolidated Balance
    Sheet, (ii) Consolidated Statement of Operations, (iii) Consolidated Statement of Changes in Equity, Consolidated Statement
    of Cash Flows and (iv) Notes to the Consolidated Financial Statements.






















|* | Filed
    herewith
|- | ------------------





13







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2019 to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 17 th day of July, 2020.



| | POWER
    REIT
| | --------------
| |               
| | By:           
| |               
| |               



14