UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 10-K/A


(Amendment No. 1)





x ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2011





o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934





For the transition period from _______________ to _______________





Commission file number 0-16508





USA REAL ESTATE INVESTMENT TRUST


(Exact Name of Small Business Issuer as specified in its Charter)





California
68-0420085(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)





650 Howe Avenue, Suite 730, Sacramento, California  95825


(Address of principal executive offices)  (Zip Code)





(916) 761-4992


(Issuer's telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:





Title of each class


Name of each exchange on which registeredNone





Securities registered under Section 12(g) of the Exchange Act:





Shares of Beneficial Interest(Title of class)(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yeso Nox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yeso Nox





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.     Yesx Noo




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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesx Noo





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x





Indicate by check mark if Registrant is a large 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.





Large accelerated filer o
Accelerated filer oNon-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company x





Indicate by check mark whether the Registrant is a shell company (as defined under Rule 12b-2 of the Securities Exchange Act of 1934).   Yeso  Nox





The aggregate market value of the registrant’s voting shares held by non-affiliates:  no established market exists for the registrant’s shares of beneficial interest.





The number of shares of beneficial interest outstanding at June 8, 2012 was 18,007.





DOCUMENTS INCORPORATED BY REFERENCE





None.




1





EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends USA Real Estate Investment Trust’s (“Trust”) Annual Report on Form 10-K for the year ended December 31, 2011 which was originally filed on March 26, 2012 (“Original Filing”). The Original Filing omitted the signatures of the Trust’s independent registered public accounting firms in Item 8 of Part II.  The amended opinions below include the appropriate signatures. In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain currently dated certifications. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications.





This Form 10-K/A does not attempt to modify or update any other disclosures set forth in the Original Filing. Additionally, this Form 10-K/A, speaks as of the filing date of the Original Filing and does not update or discuss any other Trust developments subsequent to the date of the Original Filing.





Item 8.  Financial Statements and Supplementary Data.




2





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Trustees and Shareholders


USA Real Estate Investment Trust


Sacramento, California





We have audited the accompanying balance sheet of USA Real Estate Investment Trust (the "Trust") as of December 31, 2011, and the related statements of operations, shareholders' equity, and cash flows for the year then ended.  These financial statements are the responsibility of the Trust's management.  Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Trust is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2011, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.





/s/ Crowe Horwath LLP





Sacramento, California


March 26, 2012





3





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Trustees and Shareholders


USA Real Estate Investment Trust





We have audited the accompanying balance sheet of USA Real Estate Investment Trust (the "Trust") as of December 31, 2010, and the related statements of operations, changes in shareholders' equity, and cash flows for the year then ended.  These financial statements are the responsibility of the Trust's management.  Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of USA Real Estate Investment Trust as of December 31, 2010, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.





/s/ Perry-Smith LLP





Sacramento, California


March 31, 2011





4





USA REAL ESTATE INVESTMENT TRUST


Balance Sheets




December 31,


December 31,2011


2010AssetsReal estate owned

$
1,786,000


$
2,600,000Real estate loan


--



555,800Cash


718,198



140,519Other assets


78,500



--Total assets

$
2,582,698


$
3,296,319Liabilities and Shareholders' EquityLiabilities:Accounts payable

$
102,052


$
203,260Note payable


500,000



500,000Total liabilities


602,052



703,260Shareholders' Equity:Shares of beneficial interest, par value $1 per share;62,500 shares authorized; 18,007 shares outstanding


18,007



18,007Additional paid-in capital


26,355,335



26,355,335Distributions in excess of cumulative net income


( 24,392,696
)


( 23,780,283
)Total shareholders' equity


1,980,646



2,593,059Total liabilities and shareholders' equity

$
2,582,698


$
3,296,319





See notes to financial statements.
  5
  USA REAL ESTATE INVESTMENT TRUST


Statements of Operations


Years Ended December 31, 2011 and 2010




2011


2010Revenues:Interest income

$
--


$
--Expenses:Operating


74,916



50,071Impairment charge


964,800



3,453,951General and administrative


226,277



309,5731,265,993



3,813,595Other income


653,580



--Net (loss)

$
(612,413
)

$
(3,813,595
)Net loss per share

$
(34.01
)

$
(211.78
)Weighted-average number of shares


18,007



18,007Distributions per share

$
0.00


$
0.00





See notes to financial statements.
  6
  USA REAL ESTATE INVESTMENT TRUST


Statements of Changes in Shareholders' Equity


Years Ended December 31, 2011 and 2010




Shares of Beneficial

Interest


Additional

Paid-in


Distributions in

Excess of Cumulative Net


Total Shareholders'Number


Amount


Capital


Income


EquityDecember 31, 2009


18,007


$
18,007


$
26,355,335


$
(19,966,688
)

$
6,406,654Net loss














(3,813,595
)


(3,813,595
)December 31, 2010


18,007



18,007



26,355,335



(23,780,283
)


2,593,059Net loss














(612,413
)


(612,413
)December 31, 2011


18,007


$
18,007


$
26,355,335


$
(24,392,696
)

$
1,980,646





See notes to financial statements.
  7
  USA REAL ESTATE INVESTMENT TRUST


Statements of Cash Flows


For the Years Ended December 31, 2011 and 2010




2011


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(612,413
)

$
(3,813,595
)Adjustments to reconcile net loss to net cash used in operating activities:Impairment charge


964,800



3,453,951Changes in operating assets and liabilities:Decrease in interest receivable


--



40,800(Decrease) increase in accounts payable


(101,208
)


80,469Increase in other assets


(78,500
)


--Net cash provided by (used in) operating activities


172,679



(238,375
)CASH FLOWS FROM INVESTING ACTIVITIES:Collections on real estate loans


405,000



44,200Investments in real estate owned


--



(82,615
)Net cash provided by (used in) in investing activities


405,000



(38,415
)CASH FLOWS FROM FINANCING ACTIVITIES:Increase in notes payable


--



200,000Net cash provided by financing activities


--



200,000NET INCREASE (DECREASE) IN CASH


577,679



(76,790
)CASH AT BEGINNING OF PERIOD


140,519



217,309CASH AT END OF PERIOD

$
718,198


$
140,519





See notes to financial statements.
  8
  USA REAL ESTATE INVESTMENT TRUST


Notes to Financial Statements





1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





GENERAL:  USA Real Estate Investment Trust (the "Trust") was organized under the laws of the State of California pursuant to a Declaration of Trust dated October 7, 1986.  The Trust commenced operations on October 19,1987 upon the sale of the minimum offering amount of shares of beneficial interest.  The Trust is a self-administered, self-managed, real estate investment trust.





USE OF 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 amount of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.





REAL ESTATE OWNED:  Real estate owned consists solely of the one hundred and twenty-one acres of land the Trust acquired through foreclosure on January 6, 2009.  Real estate owned is originally recorded at fair value less estimated selling costs.  Subsequent to acquisition, real estate owned is carried at the lower of carrying amount or current fair value less selling costs.  Decreases in the carrying amount of real estate owned are recorded as an impairment charge in the statements of operations.





REAL ESTATE LOAN:  The Trust carries its real estate loans at its unpaid principal balances net of unamortized loan fees unless they are impaired.  A loan is considered impaired when the Trust determines that it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan agreement.  The Trust measures impairment of a loan based upon the fair value of the collateral.  If the measurement of impairment for the loan is less than the recorded investment in the loan, the shortfall is charged off with a corresponding charge to the provision for loan losses.  Please refer to Note 3, Real Estate Loan, for additional information.





CASH:  Cash consists of demand deposits with financial institutions.  Cash balances periodically exceeded the insurable amounts.





DISTRIBUTIONS IN EXCESS OF NET INCOME:  The Trust has a general policy of distributing cash to its shareholders in an amount that approximates taxable income plus noncash charges such as depreciation and amortization.  As a result, distributions to shareholders exceed cumulative net income.





SEGMENT POLICY:The Trust operates in one business segment.  For 2011 and 2010, all material revenues have been derived from domestic operations.





REVENUE RECOGNITION:Interest income is accrued on the outstanding principal amounts of the real estate loans.  When the Trust determines that a loan is impaired, income recognition is suspended if full recovery of interest and principal appears uncertain.  Loan fees are recognized as interest income over the lives of the related real estate loans using the straight-line method.





INCOME TAXES:  The Trust has elected to be taxed as a real estate investment trust.  Accordingly, the Trust does not pay income tax on income because income distributed to shareholders is at least equal to the greater of 90% of its taxable income or 100% of its capital gains.





NET INCOME PER SHARE:  Net income per share is computed based on the weighted-average number of shares outstanding.




RECENTLY ADOPTED AND ISSUED ACCOUNTING GUIDANCE:On January 1, 2011, theTrust adopted Accounting Standards Update 2010-06, Fair ValueMeasurements andDisclosures(Topic820) – Improving Disclosures about Fair Value Measurements(ASU 2010-06). ASU 2010-06 requires changes to disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The adoption of these changes had no impact on the financial statements or disclosures.




9




In June 2011, the FASB issued Accounting Standards Update 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income. The Update requires the disclosure of comprehensive income on the face of comprehensive income on the face of the income statement or in a stand-alone statement of comprehensive income, as opposed to the more common historical practice of disclosure as a component of the statement of stockholders' equity. This update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of this guidance will have no impact on the financial statements or disclosures.




In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The Update modifies accounting guidance and expands existing disclosure requirements for fair value measurements. This Update clarifies how fair values should be measured for instruments classified in stockholders’ equity and under what circumstances premiums and discounts should be applied in fair value measurements. This Update also permits entities to measure fair value on a net basis for financial instruments that are managed based on net exposure to market risks and/or counterparty credit risk. This update is effective in the first quarter of 2012 and should be applied retrospectively. The adoption of this guidance will have no impact on the financial statements or disclosures.





2.    REAL ESTATE OWNED





As of December 31, 2011 the Trust owned one hundred and twenty-one acres of land in Wiggins, Mississippi recorded at $1,786,000 which is after an impairment of $814,000 was taken.  Prior to impairment the recorded amount was $2,600,000.  The Trust acquired this land through foreclosure on January 6, 2009.  On January 20, 2012 the Trust entered into an agreement to sell its real estate owned for $1,900,000, less a six percent selling cost.  The Trust has determined that the current negotiations reflect a reasonable basis for determining the fair value of the real estate owned at December 31, 2011.





3.    REAL ESTATE LOAN





As of December 31, 2011 the Trust had one real estate loan with a recorded amount of $0, which is net of a $150,800 allowance, collateralized by property in Sacramento, California and personally guaranteed by the principal members of the borrower.  The loan bears interest at 10% per annum, payable in monthly installments of interest only.  The principal balance was due August 31, 2010.





The Trust’s motion for summary judgment in the lawsuit the Trust filed to enforce the guarantees of the guarantors of the real estate loan was granted and judgment entered in September 2010.  The Trust received a $400,000 settlement payment from one of the guarantors in September 2011.  The Trust intends to pursue collection of the remaining $150,800 balance from the remaining guarantor. As such, the remaining $150,800 balance is considered impaired and the Trust recorded a $150,800 provision for loan loss to establish a loan loss reserve in September 2011.





Effective January 1, 2010, the Trust suspended income recognition on the real estate loan and subsequent payments were first credited against previously recognized accrued and unpaid interest and second against principal.  As the accrued interest has been paid, all future payments will be credited against principal until the principal is fully recovered.  Interest income not realized on the real estate loan during 2011and 2010 was $41,239 and $76,636, respectively.





10





4.    NOTE PAYABLE





As of December 31, 2011, the Trust had a $500,000 note payable collateralized by the one hundred and twenty-one acres of land in Wiggins, Mississippi.  The promissory note bears interest at 9% per annum with both the interest and principal due on January 31, 2012.  Accrued and unpaid interest on the note payable was $83,244 at December 31, 2011.  The note evidences, in part, $200,000 borrowed from Bonnie Leidig, the spouse of Gregory E. Crissman, a Trustee and Chief Financial Officer of the Trust. The aggregate fair value of the note approximates its carrying value as of December 31, 2011.





On December 27, 2011, the Trust and the holders of the $500,000 note payable entered into an agreement to extend the maturity date to January 31, 2013 and revise the interest rate and the interest payment dates.  Under this new agreement the interest rate from January 31, 2012 through January 31, 2013 was reduced from 9% to 6.5% and $75,156 of the $87,066 of accrued and unpaid interest that was due on January 31, 2012 was extended to December 15, 2012.





5.    DISTRIBUTIONS





The Trust paid no distributions in 2011 or 2010.





6.    COMMITMENTS AND CONTINGENCIES





The Trust is involved in claims and legal proceedings and it may become involved in other legal matters arising in the ordinary course of business. The Trust evaluates these claims and legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows.  The Trust currently believes that the ultimate outcome of these claims and proceedings, individually and in the aggregate, will not have a material adverse impact on its financial position, results of operations or cash flows. The Trust’s evaluation of the potential impact of these claims and legal proceedings on its business, liquidity, results of operations, financial condition and cash flows could change in the future.





7.    RELATED PARTY





In 2011 the Trust paid Benjamin A. Diaz, a Trustee and Secretary of the Trust, $44,000 for legal services provided in connection with certain settlements entered into by the Trust.





Item 15.  Exhibits and Financial Statement Schedules





31.1

Section 302 Certification of the Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 filed herewith.31.2

Section 302 Certification of the Chief Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 filed herewith.32.1

Section 906 Certifications  filed by the Chief Executive Officer and the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 filed herewith.





11





USA REAL ESTATE INVESTMENT TRUST


Signatures





Pursuant to the requirements of Section 13 of 15(d) 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.





Dated:
June 8, 2012

USA Real Estate Investment TrustBy:
/s/  Jeffrey B. BergerJeffrey B. BergerChief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:








Dated:
June 8, 2012
By:
/s/ Jeffrey B. BergerJeffrey B. Berger, Trustee, Chairmanand Chief Executive OfficerDated:
June 8, 2012
By:
/s/  Gregory E. CrissmanDate

Gregory E. Crissman, Trusteeand Chief Financial OfficerDated:
June 8, 2012
By:
/s/  Benjamin DiazDate

Benjamin Diaz,Trustee and Secretary