Shearson American REIT, Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Shearson American REIT, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Shearson American REIT, Inc.	sart_ex311.htm
EX-32.1 - CERTIFICATION - Shearson American REIT, Inc.	sart_ex321.htm
EX-31.2 - CERTIFICATION - Shearson American REIT, Inc.	sart_ex312.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

OR

o	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: 0-29627

Shearson American REIT, Inc.

(Formerly Known as PSA, Inc.)

(Exact name of registrant as specified in its charter)

Nevada		88-0212662
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1059 Redondo Drive, Los Angeles, CA		90019
(Address of principal executive offices)		(Zip Code)

(323) 937-6563

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

There were 52,514,749 of the registrant’s common stock outstanding as of November 19, 2013.

SHEARSON AMERICAN REIT, INC.

(Formerly known as PSA, Inc.)

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:	3

	Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012		3

	(Unaudited) Statements of Operations for the Three and Nine months, Ended September 30, 2013 and 2012 and for the period from October 16, 2009 (Inception) to September 30, 2013		4

	(Unaudited) Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the period from October 16, 2009 (Inception) to September 30, 2013		5

	Notes to Financial Statements (Unaudited)		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		13

Item 4.	Controls and Procedures		13

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		14

Item 1A.	Risk Factors		14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		14

Item 3.	Defaults Upon Senior		14

Item 4.	Mine Safety Disclosures		14

Item 5.	Other Information		14

Item 6.	Exhibits		15

EX-31.1

EX-31.2

EX-32.1

EX-32.2

PART I: FINANCIAL INFORMATION

Item 1.

Financial Statements

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

	September 30,			December 31,
	2013			2012
	(Unaudited)
ASSETS
Current Assets
Total current assets	$	-		$	-
Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	39,184		$	27,848
Loans payable		157,012			117,891
Total current liabilities		196,196			145,739

Commitments and Contingencies

Stockholders' Equity (Deficit)
Common Stock-$.001 par value, 75,000,000
shares authorized; 52,518,999 shares issued and 52,514,749 shares outstanding		52,519			52,519
Paid-in Capital		25,457,953			25,448,953
Retained deficit- Prior to Development Stage		(25,689,281	)		(25,689,281	)
Earnings (deficit) accumulated during the development stage		(3,104	)		56,353
Less Treasury Stock 4,250 shares, at cost		(14,283	)		(14,283	)
Total Stockholders' Equity (Deficit)		(196,196	)		(145,739	)
Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	-

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

SHEARSON AMERICAN REIT, INC.
(Formerly Known As PSA, INC.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2013 and 2012, and
Period From Inception (October 16, 2009) to September 30, 2013
(Unaudited)

	Three Months Ended						Nine Months Ended						Inception to
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012			2013

Revenue	$	-		$	-		$	-		$	-		$	-

Operating costs:
General and administrative		25,650			8,000			58,241			9,500			209,124

Operating income (loss)		(25,650	)		(8,000	)		(58,241	)		(9,500	)		(209,124	)

Other income (expense):
Gain on the derecognition of debt		-			-			-			-			272,152
Interest		(405	)		(6,735	)		(1,216	)		(13,470	)		(66,132	)

Income (Loss) before income taxes		(26,055	)		(14,735	)		(59,457	)		(22,970	)		(3,104	)

Income taxes		-			-			-			-			-

Net Income (loss)	$	(26,055	)	$	(14,735	)	$	(59,457	)	$	(22,970	)	$	(3,104	)

Per share information: Basic and Diluted
Net loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		52,514,749			52,514,749			52,514,749			52,514,749

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

SHEARSON AMERICAN REIT, INC.
(Formerly Known As PSA, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2013 and 2012, and
Period From Inception (October 16, 2009) to September 30, 2013
(Unaudited)

	Nine Months Ended					Inception to
	September 30,		September 30,			September 30,
	2013		2012			2013
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	-	$	311		$	(37,751	)

Cash flows from investing activities		-		-			-

Cash flows from financing activities
Proceeds from loans payable		-		-			74,600
Bank overdraft		-		(311	)		-
Repayments of loans payable		-		-			(36,849	)
Net cash provided by (used in) financing activities		-		(311	)		37,751

Net increase (decrease) in cash		-		-			-
Cash beginning of period		-		-			-
Cash end of period	$	-	$	-		$	-

Cash paid for interest	$	-	$	-		$	-
Cash paid for income taxes	$	-	$	-		$	-

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

SHEARSON AMERICAN REIT, INC.

(Formerly Known As PSA, INC.)

(A Development Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

Note 1. Organization

Nature of the Company:

The Company changed its name on October 16, 2009 to Shearson American REIT, Inc. with the purpose of creating a Real Estate Investment Trust. On October 16, 2009 the Company became a development stage company. The Company wishes to be a fully integrated Real Estate Investment Trust and management firm that will acquire, develop, own, operate and sell real estate. We intend to invest primarily in institutional-quality multi-use and multi-family properties located throughout the United States. The Company contemplates utilizing HUD/GNMA securities backed financing for most of its projects.

Prior to the terrorist attack on the World Trade Centers in New York City on September 11, 2001, SART I, formerly, PSA, Inc., was a holding company for entities that were developing interactive television format with the emerging digital broadcast and interactive technologies, and digital video production and post product services, as well as international tour, travel and entertainment products and services, including an e-commerce platform for purchasing travel services. Most of the operations of the subsidiaries of the Company were located near the World Trade Center. As a result of the damage done to the Company’s subsidiaries and because of the decimation to the travel industry in general as a result of the event, the Company discontinued its operations near the end of 2001. The subsidiaries ultimately either were liquidated through bankruptcy or closed without any return to the Company of its investment in these subsidiaries.

The largest subsidiary held by the company at the end of 2001, S.M.A. Real Time, Inc., declared bankruptcy in 2003 and was liquidated without any benefit to the Company in 2005. The subsidiaries, Royal International Tours, Inc., Travel Treasures, Inc. and Jet Vacations were closed down without any benefit realized by the Company.

The Company had a pending contract with New York Network, LLC which would have included ten low power television licenses under the call sign WBVT-TV, another with Victory Entertainment Corp. and finally a contract with U.S. Dental, Inc. The Company was unable to complete these acquisitions and any contract cost or advances made towards the acquisitions were lost.

Note 2. Basis of Presentation and Use of Estimates

The accompanying unaudited Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Rule 8.03 of Regulation SX. The December 31, 2012 balance sheet data was derived from audited financial statements. The accompanying financial statements do not include all of the information and notes required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

Accounting Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

Development Stage:

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

Net Loss per Share:

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

Going Concern

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

The Company is in the development stage and has experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. The Company incurred a net loss for the period ended September 30, 2013, of $59,457 and has working capital and stockholder deficits of $196,196 at September 30, 2013. In addition, the Company has no revenue generating operations.

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

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

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

Recent Accounting Pronouncements:

There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2012 or subsequent thereto which would have a material impact on our financial statements.

Note 3. Loans Payable

From October 16, 2009, through September 30, 2013, affiliates have paid expenses on behalf of the Company or advanced funds for working capital purposes. The balance due to these affiliates aggregates $157,012 at September 30, 2013.

Note 4. Contributed Services

During the period ended September 30, affiliates of the company contributed services to the Company with an estimated fair value of $9,000 which has been charged to operations.

Item 2.

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

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Shearson American REIT, Inc. (“we,” “us,” or “our”) should be read in conjunction with our unaudited financial statements included elsewhere in this report and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2012, (the “Form 10-K”). This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

To date, we have signed two Joint Venture Agreements for multifamily high rise residential developments in Las Vegas, Nevada and Beaumont, Texas, for which we have preliminary mortgage loan commitments for project financing an HUD/FHA Mortgagee to process mortgage financing under under Section 221(d)(4) of the National Housing Act. There can be no assurance that these preliminary loan commitments will result in funding. The company will file a Form 8-K with the SEC regarding these transactions.

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. You should consider our forward-looking statements in light of our unaudited financial statements, related notes, and other financial information appearing elsewhere in this report, our Form 10-K and our other filings with the Securities and Exchange Commission (the “Commission”).

Overview

Prior to the terrorist attack on the World Trade Centers in New York City on September 11, 2001, we operated under the corporate name, PSA, Inc. (“PSA”), which was a holding company for entities that were developing interactive television format with the emerging digital broadcast and interactive technologies, and digital video production and post-product services, as well as international tour, travel and entertainment products and services, including an e-commerce platform for purchasing travel services. Most of PSA’s operations conducted through its subsidiaries were located near the World Trade Center. As a result of the damage done to PSA’s subsidiaries and because the travel industry was decimated from the terrorist attack, PSA discontinued its operations near the end of 2001 and its subsidiaries ultimately either were liquidated through bankruptcy or closed without any return to PSA of its investment in these subsidiaries.

Since we became inactive after the events of September 11, 2001, we have had no business operations, apart from developing our new business model as a development stage company, which we commenced on October 16, 2009. On October 16, 2009, we changed our name from PSA to Shearson American REIT, Inc. for the sole purpose of becoming a real estate investment trust, or “REIT,” that will invest primarily in institutional-quality multi-use and multi-family properties located in the United States.. We wish to be a fully integrated global Real Estate Investment Trust that will acquire, develop, own, operate and sell real estate. We plan to utilize HUD/GNMA securities backed financing for most of our projects. There can be no assurance that we will be able to identify or successfully complete any such real estate transactions or projects As of the date of this report, we are not a party to any agreements providing for a business combination or other acquisition of assets. We may pay consideration for acquisitions in the form of cash, debt or equity securities or a combination thereof. In addition, we may consider raising additional capital through the issuance of equity or debt securities, of which there are no assurances that we will be successful or be able to obtain financing on acceptable terms to us.

The Company changed its name on October 16, 2009 to Shearson American REIT, Inc. with the sole purpose of becoming a Real Estate Investment Trust (REIT). The Company and its management have no experience in operating or creating a REIT.

The Board of Directors authorized the development of a Business Plan and an implementation document to qualify as a Real Estate Investment Trust (REIT).

We intend to acquire or develop multi-family residential rental real estate and real estate related-assets in the United States. We intend to focus on acquiring or developing properties located in markets and submarkets that we believe to have high growth potential.

Our investment strategy may also include investments in real estate-related assets that we believe present opportunities for significant current income. Such investments may also have what we believe to be opportunities for capital gain, whether as a result of a discount purchase or related equity participations in real estate. By related equity participations, we mean that we may not acquire 100% interest in a property but rather a fractional share such as an interest in a joint venture, which would also present an opportunity for capital gains when the entire property or our interest in the property is sold.

We may acquire or develop a wide variety of existing or to be developed multi-family properties.

In addition, our investment strategy may include development projects that we will build or participate in building for sale or lease. For example, depending upon a variety of economic factors such as cost and availability of construction financing and land and labor costs in a specific region in which we intend to operate, we may determine that it may be more profitable to construct real estate ourselves and either lease it and hold for eventual resale or resell directly rather than to acquire existing real estate. We currently believe that we will initially concentrate on multi-family residential construction projects, as evidenced by our operations to date.

Assuming we raise sufficient funding, our investment strategy is designed to provide investors with a diversified portfolio of real estate assets primarily consisting of multi-family residential real estate projects. However, it is possible that we may only secure funding to acquire or develop one property, in which case our portfolio will not be diversified. We have reviewed the real estate markets in the states in which we intend to acquire or develop properties, and have entered in to two Joint Venture Agreements to acquire and develop two Leeds certified high-rise rental apartment projects.

1.	The nature of products or services offered;

Shearson American REIT, Inc. (“we or the “Company”) is a Nevada, corporation whose business purpose now is to become a real estate investment trust. We currently intend to focus on the construction of multi-family properties located in urban areas of cities of various sizes in the United States, although we may also purchase existing properties. We anticipate allocating up to 10% of each project’s total square footage on synergistic commercial uses, such as dry cleaners, car rental, day care, travel agency, deli/restaurant and the like. We anticipate that many of these properties will qualify under Sections 221(d)(3) for acquisition and 221(d)(4) for construction, of the National Housing Act administered by HUD that insures mortgage loans to facilitate the new construction or substantial rehabilitation of multi-family rental for market-rate, moderate-income, elderly, and the handicapped. However, our broad investment policies do not require us to invest in these kinds of properties.

We currently believe that we do not qualify, but intend to qualify, as a real estate investment trust (“REIT”) under federal tax law. In general, a REIT is a company that combines the capital of many investors to acquire real estate and/or real estate related assets and meets certain other qualifications. The benefits of a REIT may include the following:

•	A greater diversified real estate portfolio under professional management;

•	The REIT will be a “pass through” entity that is not subject to federal corporate income taxes on its income that it distributes to its shareholders, which substantially eliminates “double taxation” (i.e., taxation at both the corporate and shareholder levels).
•	We have three employees. However we intend rely on Shearson American Advisors, LLC, a Delaware limited liability company (the "Advisor"), to conduct our day-to-day affairs. We anticipate that each of our properties will be owned by a separate Limited Partnership with our joint venture partner, as the 1% General Partner and us as a 99% Limited Partner. As of November 4, 2013, the Company owns no direct interests in properties.

Results of Operations

For the three, and nine months ended September 30, 2013 and 2012 our operations consisted of the following:

Revenues. We had no revenues for the three or nine months ended September 30, 2013 or 2012, and we do not presently have any revenue generating business.

General and administrative expenses. General and administrative expenses consist primarily of legal and accounting services, filing and edgar fees and travel costs. General and administrative expenses for the three months ended September 30, 2013 and 2012 were $25,650 and $8,000, respectively. General and administrative expenses for the nine months ended September 30, 2013 and 2012 were $58,241 and $9,500, respectively.

Interest expense. Interest expense for the three month ended September 30, 2013 was $405 and $6,735, respectively. Interest expense for the nine months ended September 30, 2013 and 2012 was $1,216 and $13,470, respectively. The decrease in interest expense relates to the derecognition of debt during the year ended December 31, 2012. Interest expense during 2013 consists of interest on a loan from an affiliate.

Liquidity and Capital Resources

We have not generated any revenue since the events of September 11, 2001. As a result, prospectively, our primary source of liquidity will be from equity or debt sources. There is no assurance that any such equity sources will be available or available on terms favorable or acceptable to us. Additionally, our ability to obtain such funds may be made more difficult due to the current global financial crisis and its effect on the capital markets. As of September 30, 2013, we had no cash or cash equivalents.

On January 26, 2010, we received notice from the Commission of an Order Instituting Administrative Proceedings (“IAP”) pursuant to Section 12(J) of the Securities and Exchange Act of 1934, as amended (“the Exchange Act”). The IAP was instituted since we had been deficient in complying with our reoporting obligations under the Exchange Act for several years. Specifically, we failed to file Form 10-Ks for the years ended December 31, 2000 through December 31, 2007. In addition, the Form 10-Ks for the years ended December 31, 2008 and 2009 were not filed timely. In addition, the Form 10-Qs for 2001 through 2009 were not filed. As a consequence of our failure to file these reports, all of our securities were involuntarily deregistered pursuant to 12(j) of the Exchange Act which, in part, prohibits broker dealers from effecting transactions in our securities until the securities are registered. Since we have not commenced REIT related operations, we have not attempted to raise capital and the deregistration has had no current impact on our liquidity or capital resources. However, the deregistration will have negative impact on our future liquidity and our ability to access capital resources. Accordingly, we filed a Form 10, General Form for Registration of Securities, with the Commission on July 9, 2010, which was cleared of additional comments on July 10, 2013.

We believe that we will obtain sufficient resources, through loans from and sales of equity to our directors and other affiliates, to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months. However, these parties have not entered into any agreements with us to provide any capital, and are under no obligation to do so. Therefore, there can be no assurance that we will have sufficient capital available to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months. Until such time that we actively pursue a business combination or asset acquisition, we expect these expenses to consist mainly of general and administrative expenses incurred in connection with maintaining our status as a publicly traded company. We have no commitments for capital expenditures and foresee none, except for possible future business combinations or asset acquisitions. In order to effect a business combination or asset acquisition, however, we may need financing or equity capital. There is no assurance that any such financing or capital will be available or available on terms favorable or acceptable to us. Our operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Going Concern

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

We are in the development stage and have experienced a loss from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. We have incurred a net loss for the period ended September 30, 2013, of $59,457 and have working capital and stockholder deficits of $196,196 at September 30, 2013. In addition, we have no revenue generating operations.

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

We are pursuing financing for our operations and seeking additional private investments. In addition, we seek to develop our revenue base through REIT related real estate transactions. Failure to secure such financing or to raise additional equity capital and to develop our revenue base or consummate transactions may result in depletion of our available funds and being unable to pay our obligations.

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

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2013, that have or are reasonably likely to have a current or future material effect on our financial position, results of operations or cash flows.

Summary of Cash Flows

There was no material cash flow used or provided from operating activities for the nine months ended September 30, 2013 and 2012. For the nine months ended September 30, 2013 and 2012, we had no material cash flows from investing or financing activities.

Commitments and Contingencies

We do not have any commitments or contingencies that we believe may be material to our financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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

Critical Accounting Policies and Estimates

As of September 30, 2013, our critical accounting policies and estimates have not changed materially from those set forth in our Form 10-K for the year ended December 31, 2012.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not required for Smaller Reporting Companies.

Item 4.

Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of management, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this by this Report. Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were not effective due to the following:

1. The lack of segregation of duties

2. The lack of a an audit committee

3. The lack effective control over supporting schedules for certain balance sheet accounts which resulted in the recording of adjusting journal entries to the financial statements at the period end.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

We have not established adequate financial reporting monitoring activities to mitigate the risk of management override, specifically because there are few employees and one officer with management functions there is lack of segregation of duties. We intend to continue to evaluate potentially engage additional management and accounting personnel to alleviate this weakness if and when our operations expand.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2013, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1.

Legal Proceedings

As of September 30, 2013, our legal proceedings had not changed from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

Item 1A.

Risk Factors

As of September 30, 2013, our risk factors had not changed materially from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, which are available for review at sec.gov.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

31.1		Certification of CEO as required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO as required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

101.INS**		XBRL Instance Document

101.SCH**		XBRL Schema Document

101.CAL**		XBRL Calculation Linkbase Document

101.DEF**		XBRL Definition Linkbase Document

101.LAB**		XBRL Label Linkbase Document

101.PRE**		XBRL Presentation Linkbase Document

__________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHEARSON AMERICAN REIT, Inc. (Registrant)

Dated: November 20, 2013	By:	/s/ John D. Williams
		John D. Williams
		Chairman of the Board

	By:	/s/ John D. Williams
		John D. Williams
		Chief Financial Officer

Shearson American REIT, Inc. - FORM 10-Q - November 20, 2013

Attached files

Shearson American REIT, Inc. Reports