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EX-31.1 - 12-31-08 10K-A, EXHIBIT 31.1 - USA REAL ESTATE INVESTMENT TRUST /CAka123108_31.htm



 
 

 

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, 2008

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
(I.R.S. Employer Identification No.)
incorporation or organization)
 

641 Fulton Avenue, Suite 200, 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 registered
 
 
None
       

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

 
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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 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 o
   
Non-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 October 13, 2009 was 18,007.


DOCUMENTS INCORPORATED BY REFERENCE

None.





 
 

EXPLANATORY NOTE
 
We are filing this Amendment No. 1 to the Annual Report on Form 10-K of USA Real Estate Investment Trust for year ended December 31, 2008 which was originally filed on October 13, 2009 (“Original Filing”) in order to correct the language of the certifications required by Item 601(b)(31) of Regulation S-K as filed herewith.  Except for the amendment described above, the Amendment No. 1 does not revise, update, or in any way affect any information or disclosure contained in the Original Filing and we have not updated the disclosures contained herein to reflect events that occurred at a later date.  Accordingly, this Amendment No. 1 should be read in conjunction with our Securities and Exchange Commission filings made subsequent to the Original Filing.

 
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USA REAL ESTATE INVESTMENT TRUST
FORM 10-K/A
Year Ended December 31, 2008
 


TABLE OF CONTENTS
 
   
Page
PART IV.
   
Item 15
Exhibits and Financial Statement Schedules
3
Signatures
 
4
 


 
Exhibit No.
 
Description
 

3.1
 
Amended and Restated Declaration of Trust of Commonwealth Equity Trust USA
     
3.2
 
Bylaws of the Trust
     
3.3
 
Amendments to Sections 2.3.1, 2.3.7, 2.3.8, 2.4.2 and 2.4.3 of the Amended and Restated Declaration of Trust of Commonwealth Equity Trust USA (adopted on August 29, 1988 at the1988 Annual Meeting)
     
4.1
 
Article VIII of Exhibit 3.1
     
4.2
 
Form of Share Certificate
     
14.1
 
Code of Ethics
     
31.1
*
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
__________
*
 
Filed herewith


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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:
November 17, 2009
 
USA Real Estate Investment Trust
 
 
Date
     
   
By:
/s/  Gregory E. Crissman
 
     
Gregory E. Crissman as
 
     
Chief Executive Officer
 
     
and Principal Financial 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:
November 17, 2009
 
USA Real Estate Investment Trust
 
 
Date
     
   
By:
/s/  Gregory E. Crissman
 
     
Gregory E. Crissman as
 
     
Chief Executive Officer
 
     
and Principal Financial Officer
 
         
Dated:
November 17, 2009
By:
/s/  Benjamin Diaz
 
 
Date
 
Benjamin Diaz,
 
     
Trustee
 
         
Dated:
November 17, 2009
By:
/s/ Joyce A. Marks
 
     
Joyce A. Marks
 
     
Trustee
 



 
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