Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Shearson American REIT, Inc. | Financial_Report.xls |
| EX-31.1 - Shearson American REIT, Inc. | ex31-1.htm |
| EX-31.2 - Shearson American REIT, Inc. | ex31-2.htm |
| EX-32.1 - Shearson American REIT, Inc. | ex32-1.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, 2014 | |
| 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: 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 [ ]
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 [ ] No [X]
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 | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] | 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 [ ] No [X]
There were 52,518,999 shares of the registrant’s common stock outstanding as of May 17, 2014.
SHEARSON AMERICAN REIT, INC.
(Formerly known as PSA, Inc.)
TABLE OF CONTENTS
| 2 |
(Formerly Known As PSA, INC.)
(A Development Stage Company)
BALANCE SHEETS
| September 30, 2014 | December 31, 2013 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Total current assets | $ | - | $ | - | ||||
| Total Assets | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 36,525 | $ | 36,525 | ||||
| Loans payable | 156,596 | 156,596 | ||||||
| Total Liabilities | 193,121 | 193,121 | ||||||
| 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 | 25,460,953 | 25,460,953 | ||||||
| Retained deficit- Prior to Development Stage | (25,689,281 | ) | (25,689,281 | ) | ||||
| Earnings accumulated during the development stage | (3,029 | ) | (3,029 | ) | ||||
| Less Treasury Stock 4,250 shares, at cost | (14,283 | ) | (14,283 | ) | ||||
| Total Stockholders’ Equity (Deficit) | (193,121 | ) | (193,121 | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | - | $ | - | ||||
The accompanying notes are an integral part of the financial statements.
| 3 |
(Formerly Known As PSA, INC.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2014 and 2013, and
Period From Inception (October 16, 2009) to September 30, 2014
(Unaudited)
| Three Months Ended | Inception to | |||||||||||
| September 30, 2014 | September 30, 2013 | September 30, 2014 | ||||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Operating costs: | ||||||||||||
| General and administrative | 25,090 | 25,090 | 179,472 | |||||||||
| Operating income (loss) | (25,090 | ) | (25,090 | ) | (179,472 | ) | ||||||
| Other expense: | ||||||||||||
| Gain on the derecognition of debt | - | - | 272,152 | |||||||||
| Interest | (405 | ) | (405 | ) | (65,322 | ) | ||||||
| Income (Loss) before income taxes | (25,495 | ) | (25,495 | ) | 27,358 | |||||||
| Income taxes | - | - | - | |||||||||
| Net Income (loss) | $ | (25,495 | ) | $ | (25,495 | ) | $ | 27,358 | ||||
| Per share information: Basic and Diluted | ||||||||||||
| Net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average shares outstanding | 52,514,749 | 52,514,749 | ||||||||||
The accompanying notes are an integral part of the financial statements.
| 4 |
(Formerly Known As PSA, INC.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Three Months Ended September 30, 2014 and 2013, and
Period From Inception (October 16, 2009) to September 30, 2014
(Unaudited)
| Three Months Ended | Inception to | |||||||||||
| September 30, 2014 | September 30, 2013 | September 30, 2014 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net cash provided by (used in) operating activities | $ | - | $ | - | $ | (37,751 | ) | |||||
| Cash flows from investing activities | - | - | - | |||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from loans payable | - | - | 74,600 | |||||||||
| Repayments of loans payable | - | - | (36,849 | ) | ||||||||
| Net cash provided by (used in) financing activities | - | - | 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.
| 5 |
(Formerly Known As PSA, INC.)
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2014
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, 2013 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, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
| 6 |
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, 2014, of $25,495 and has working capital and stockholder deficits of $193,121 at September 30, 2014. 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.
| 7 |
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, 2013 or subsequent thereto which would have a material impact on our financial statements.
Note 3. Loans Payable
From October 16, 2009, through September 30, 2014, affiliates have paid expenses on behalf of the Company or advanced funds for working capital purposes. The balance due to these affiliates aggregates $156,596 at September 30, 2014.
Note 4. Contributed Services
During the period ended September 30, 2014, affiliates of the Company contributed services to it with an estimated fair value of $3,000 which has been charged to operations.
| 8 |
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 for the period ending September 30, 2014 included elsewhere in this report and our audited financial statements included in our Form 10-K for the year ended December 31, 2013 and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing below. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. You should consider our forward-looking statements in light of our unaudited financial statements, related notes, and other financial information appearing elsewhere in this report, our Form 10-K and our other filings with the Securities and Exchange Commission (the “Commission”).
Overview
Since we became inactive after the events of September 11, 2001, we have had no business operations. On October 16, 2009, we, commenced our development state status and PSA changed its name to Shearson American REIT, Inc. for the sole purpose of becoming a real estate investment trust, or “REIT,” that will invest primarily in institutional-quality multi-use and multi-family properties located in the United States. We wish to be a fully integrated global Real Estate Investment Trust that will acquire, develop, own, operate and sell real estate. We contemplate utilizing HUD/GNMA securities backed financing for most of our future projects, none of which now exist. There can be no assurance that we will be able to identify or successfully complete any such transactions. As of the date of this report, we are not a party to any agreements providing for a business combination or other acquisition of assets. We may pay acquisition consideration in the form of cash, debt or equity securities or a combination thereof. In addition, as a part of our acquisition strategy or we may consider raising additional capital through the issuance of equity or debt securities.
Prior to the terrorist attack on the World Trade Centers in New York City on September 11, 2001, we, under our former name, PSA, Inc., were 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 our then subsidiaries were located near the World Trade Center. As a result of the damage done to our subsidiaries and because of the decimation to the travel industry in general as a result of the event, we discontinued our operations near the end of 2001. The subsidiaries ultimately either were liquidated through bankruptcy or closed without any return to us for our investment in these subsidiaries.
| 9 |
Results of Operations
For the three months ended September 30, 2014 and 2013 our operations consisted of the following:
Revenues. We had no revenues for the three months ended September 30, 2014 or 2013, and we do not presently have any revenue generating business.
General and administrative expenses. General and administrative expenses consist primarily of legal and accounting services and travel costs. General and administrative expenses for the three months ended September 30, 2014 and 2013, were $25,090 and $1,500, respectively. Our General and administrative expenses from our inception of October 16, 2009 to September 30, 2014 are $179,472.
Interest expense. Interest expense for the three months ended September 30, 2014 and 2013, was $405 and $6,735, respectively. The decrease in interest expense resulted from the de-recognition of the liability on a judgment against us at December 31, 2012, for which interest had been accrued during the 2012 period.
Liquidity and Capital Resources
We have not generated any revenue since the events of September 11, 2001. As a result, our primary source of liquidity prospectively will be from equity or debt sources. There is no assurance that any equity or debt sources will be available or available on the 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, 2014, we had no cash or cash equivalents.
On January 26, 2010, we received notice from the U.S. Securities and Exchange Commission in connection with an Order Instituting Administrative Proceedings (“IAP”) pursuant to Section 12(J) of the Securities and Exchange Act of 1934, as amended (“the Exchange Act”). The IAP was instituted since we had been deficient in complying with the Company’s obligations under 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 been active and have not attempted to raise capital, 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 effective 60 days after filing.
We believe that we will obtain sufficient resources, obtained through loans from and sales of equity to our directors and other affiliates, to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months. However, these parties have not entered into any agreements with us to provide any capital, and are under no obligation to do so. Therefore, there can be no assurance that we will have sufficient capital available to satisfy our existing and contingent liabilities and our anticipated operating expenses for the next twelve months. Until such time as we actively pursue a business combination or asset acquisition, we expect these expenses to consist mainly of general and administrative expenses incurred in connection with maintaining our status as a publicly traded company. We have no commitments for capital expenditures and foresee none, except for possible future business combinations or asset acquisitions. In order to effect a business combination or asset acquisition, however, we may need financing or equity capital. There is no assurance that any such financing or capital will be available or available on terms favorable or acceptable to us. 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.
| 10 |
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 we have experienced losses from operations as a result of our investment necessary to achieve our operating plan, which is long-range in nature. We incurred net income from our inception to September 30, 2014 of $27,358 and we have working capital and stockholder deficits of $193,121 and $193,121, respectively, at September 30, 2014. Our net income resulted from the de-recognition of the liability described in the results of operations section above.
Our 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 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 its operations and seeking additional private investments. In addition, we are seeking to develop a revenue base. Failure to secure such financing or to raise additional equity capital and to develop our revenue base may result in our depleting our available funds and not being able 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 to continue as a going concern.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2014, that have or are reasonably likely to have a current or future material effect on our financial position, results of operations or cash flows.
Summary of Cash Flows
There was no material cash flow used or provided from operating activities for the three months ended September 30, 2014 and 2013 nor did we have any 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.
| 11 |
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, 2014, 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, 2013.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for Smaller Reporting Companies.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c) promulgated under the Exchange Act as of September 30, 2014. Based on that evaluation, our principal executive officer and our principal financial officer concluded that the design and operation of our disclosure controls and procedures were not effective for the reasons discussed in the next paragraph. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, management believes that our system of disclosure controls and procedures is designed to provide a reasonable level of assurance that the objectives of the system will be met.
We lack a functioning audit committee and our board lacks a recognized financial expert. We did not have adequate segregation of duties within accounting and management functions.
Changes in Internal Control Over Financial Reporting
There have not been changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the First quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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As of September 30, 2014, our legal proceedings have not changed from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.
As of September 30, 2014, our risk factors have not changed materially from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.
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.
None.
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| 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 | |
| 32.1* | 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 |
* Filed herewith.
** 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.
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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: March 4, 2015 | By: | /s/ John D. Williams |
| John D. Williams | ||
| Chairman of the
Board/Chief Executive Officer/ Chief Financial Officer/Chief Accounting Officer | ||
| 15 |