UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2013 or

þ☐ ~~Quarterly~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the ~~quarterly~~transition period ~~ended~~from____________________to ~~September 30, 2012~~____________________

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 0-16508

USA REAL ESTATE INVESTMENT TRUST

(Exact Name of Registrant as Specified in Its Charter)


California		68-0420085
(State or Other Jurisdiction of Incorporation or		(I.R.S. Employer Identification No.)
Organization)

650 Howe Avenue, Suite 730

Sacramento, CA 95825(Address of Principal Executive Offices, Including Zip Code)

(~~Address~~916) 761-4992(Registrant’s ofTelephone ~~Principal Executive Offices~~Number, Including ~~Zip~~Area Code)

Indicate by check mark whether the registrant (~~916~~1) ~~761-4992~~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 ☐ No

~~(Registrant’s~~ Indicate ~~Telephone~~by ~~Number~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~Including~~if ~~Area~~any, ~~Code~~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).

~~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. þYesYes o☐ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

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.

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company þ☑

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

☐ Yes As☑ ofNo ~~November 14, 2012, 15,998 shares of beneficial interest of the registrant were outstanding.~~

~~Page~~ As 1of December 9, 2013, 15,788 shares of 11beneficial interest of the registrant were outstanding.

Page 1 of 10

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

USA REAL ESTATE INVESTMENT TRUST

Condensed Balance Sheets

	September 30, 2012 (Unaudited)			December 31, 2011
	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Real estate owned	$	--		$	1,786,000
Real estate loan	$	--		$	--
Real estate loan		--			--
Cash		932,554			788,469
Cash		975,415			718,198
Other assets		--			230,000
Other assets		682,752			78,500
Total assets	$	932,554		$	1,018,469
Total assets	$	1,658,167		$	2,582,698
Liabilities and Shareholders' Equity
Liabilities:
Accounts payable	$	64,~~636~~272		$	~~102~~1,~~052~~303
Note payable		--			500,000
Total liabilities		4,272			1,303
Total liabilities		6,636			602,052
Shareholders' equity:
Shares of beneficial interest, par value $1 per share; 62,500 shares authorized; 15,998 and 18,007 shares outstanding at September 30, 2012 and December 31, 2011, respectively		15,998			18,007
Shares of beneficial interest, par value $1 per share; 62,500 shares authorized; 15,788 and 15,798 shares outstanding at June 30, 2013 and December 31, 2012, respectively		15,788			15,798
Additional paid-in capital		26,~~189~~172,~~993~~711			26,~~355,335~~173534
Distributions in excess of cumulative net income		(2425,~~554~~260,~~460~~217	)		(2425,~~392~~172,~~696~~166	)
Total shareholders’ equity		1928,~~651,531~~282			1,~~980~~017,~~646~~166
Total liabilities and shareholders’ equity	$	1932,~~658,167~~554		$	21,~~582~~018,~~698~~469

See notes to financial statements.

Page 2 of 1110

USA REAL ESTATE INVESTMENT TRUST

Condensed Statements of Operations

(Unaudited)

	Three Months Ended September 30,
	Three Months Ended June 30,
	2012			2011
	2013			2012
Revenues:
Interest income	$	--409		$	--
Expenses:
General and administrative expenses		36,080			56,630
Operating		--			1,150
Operating expense		--			27,911
General and administrative		19,192			55,570
Provision for loan loss		--			150,800
Total expenses		19,192			56,720
Total expenses		36,080			235,341
Net loss	$	(18,783	)	$	(56,720	)
Other income		--			--
Net loss per share	$	(1.19	)	$	(3.27	)
Net loss	$	(36,080	)	$	(235,341	)
Weighted-average number of shares outstanding		15,791			17,337
Net loss per share	$	(2.26	)	$	(13.07	)
Weighted-average number of shares outstanding		15,998			18,007

See notes to financial statements.

Page 3 of 1110

USA REAL ESTATE INVESTMENT TRUST

Condensed Statements of Operations

(Unaudited)

	Nine Months Ended September 30,
	Six Months Ended June 30,
	2012			2011
	2013			2012
Revenues:
Interest income	$	--844		$	--
Expenses:
General and administrative expenses		157,019			166,030
Operating		--			4,745
Operating expense		4,745			60,841
Impairment of receivables		8,652			--
Provision for loan loss		--			150,800
General and administrative		80,243			120,939
Total expenses		~~161~~88,~~764~~895			~~377~~125,~~671~~684
Other income					279,750
Net loss	$	(88,051	)	$	(125,684	)
Net loss	$	(161,764	)	$	(97,921	)
Net loss per share	$	(5.57	)	$	(7.11	)
Net loss per share	$	(9.45	)	$	(5.44	)
Weighted-average number of shares outstanding		15,794			17,671
Weighted-average number of shares outstanding		17,114			18,007

See notes to financial statements.

Page 4 of 1110

USA REAL ESTATE INVESTMENT TRUST

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	Six Months Ended June 30,
	2012			2011
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~161~~88,~~764~~051	)	$	(97125,~~921~~684	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities
Reserve for loan loss		--			150,800
Impairment charge		8,652
Changes in operating assets and liabilities:
Decrease in accounts payable		(95,416	)		(8,470	)
Increase (decrease) in accounts payable		2,969			(62,234	)
Net cash (used in) provided by operating activities		(257,180	)		44,409
Net cash used in operating activities		(76,430	)		(187,918	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from the sale of real estate owned		~~1,786,000~~--			--1,786,000
Advance to related party		(~~604~~8,~~252~~652	)		--(300,252	)
Collections on real estate loan		--			405,000
Reimbursement from related party		230,000			--
Net cash provided by investing activities		1221,~~181,748~~348			~~405~~1,~~000~~485,748
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of note payable		~~( 500,000~~--	)		--(500,000	)
Repurchase of shares of beneficial interest		( ~~167,351~~833	)		--(167,351	)
Net cash used in financing activities		( ~~667,351~~833	)		--(667,351	)
NET INCREASE IN CASH		~~257~~144,~~217~~085			~~449~~630,~~409~~479
CASH AT BEGINNING OF PERIOD		~~718~~788,~~198~~469			~~140~~718,~~519~~198
CASH AT END OF PERIOD	$	~~975~~932,~~415~~554		$	~~589~~1,~~298~~348,677
Supplemental cash flow disclosures:
Cash paid for interest	$	~~85,911~~		$	--85,911

See notes to financial statements.

Page 5 of 1110

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. The interim unaudited financial statements of the Trust have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The Trust believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Trust’s ~~2011~~2012 Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Trust’s financial position at ~~September~~June 30, ~~2012~~2013 and December 31, ~~2011~~2012, and the results of its operations for the three month and ~~nine~~six month interim periods ended ~~September~~June 30, ~~2012~~2013 and ~~September~~June 30, ~~2011~~2012 and its cash flows for the ~~nine~~six month interim periods ended ~~September~~June 30, 2012 and ~~September~~June 30, ~~2011~~2012 have been included. The results of operations for interim periods are not necessarily indicative of results for the full year.

RECENTLY ISSUED AND ADOPTED ACCOUNTING GUIDANCE: In May 2011, the Financial Accounting Standards Board (“FASB”) issued an amendment to achieve common fair value measurement and disclosure requirements between U2.S. ~~and~~SHAREHOLDERS’ International accounting principles. Overall, the guidance is consistent with existing U.S. accounting principles; however, there are some amendments that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. Other than the additional disclosure requirements (see Note 7.) the adoption of this guidance had no impact on the financial statements.EQUITY

In ~~June~~May ~~2011~~2013, the ~~FASB~~Trust ~~amended~~repurchased ~~existing~~10 ~~guidance and eliminated the option to present the components~~ of ~~other~~its ~~comprehensive~~shares ~~income as part~~ of ~~the~~beneficial ~~statement~~interest offor ~~changes in shareholder’s equity~~$833. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. The adoption of this guidance had no impact on the financial statements or disclosures.

23. ~~REAL~~ ~~ESTATE~~COMMITMENTS ~~OWNED~~AND CONTINGENCIES

In May 2012, the Trust sold 121 acres of land in Wiggins, Mississippi for $1,900,000 in cash. In connection with the sale, the Trust paid a real estate commission of $114,000 to its broker. The net proceeds received of $1,786,000 resulted in no gain or loss.

3. REAL ESTATE LOAN

As of September 30, 2012 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.

Page 6 of 11

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 forgone on the real estate loan during the nine months ended September 30, 2012 and 2011 was $11,320 and $41,239 respectively.

4. NOTE PAYABLE

As of December 31, 2011, the Trust had a $500,000 note payable collateralized by 121 acres of land in Wiggins, Mississippi owned by the Trust. In May 2012, the Trust sold the 121 acres of land in Wiggins, Mississippi for $1,900,000 in cash. In connection with the sale, the Trust paid in full the $585,911 of outstanding principal and accrued interest on the note.

5. SHAREHOLDERS’ EQUITY

In June 2012, the Trust repurchased 2,009 of its shares of beneficial interest for $167,351.

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.

74. FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL ~~MEASUREMENTS~~INSTRUMENTS

The Trust has no financial instruments accounted for at fair value on a recurring or non-recurring basis. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Page 76 of 1110

The carrying values and fair values of the Trust’s other financial instruments were as follows:

			September 30, 2012				December 31, 2011
					June 30, 2013				December 31, 2012
	~~Level~~	Level	~~Carrying value~~		~~Fair~~Carrying value		~~Carrying~~Fair value		~~Fair~~Carrying value		Fair value
Cash	1		$1	~~975,415~~	$	~~975~~932,~~415~~554	$	~~718~~932,~~198~~554	$	~~718~~788,~~198~~469	$	788,469
Accounts payable	2		2	~~6,636~~		64,~~636~~272		~~102~~4,~~052~~272		~~102~~1,~~052~~303		1,303
Note payable due within one year	2			--		--		500,000		500,000

There were no transfers between Level 1 and Level 2 during ~~2012~~2013 or ~~2011~~2012.

Cash, ~~Accounts payable~~ and ~~Note~~accounts payable ~~due within one year~~. The carrying amounts approximate fair value because of the short maturity of the instruments.

85. RELATED PARTY

~~The~~During the six months ended June 30, 2013, the Trust advanced $~~604~~8,~~252~~652 to West Coast Realty Trust, Inc., a related party (“WCRT”) ~~during the nine months ended September 30, 2012~~. As of ~~September~~June 30, ~~2012~~2013, the Trust has advanced a total of $~~682~~825,~~752~~934 to WCRT in connection with WCRT’s formation and proposed initial public offering. ~~$200,000~~and is expected to be repaid without interest at the closing of WCRT’s proposed initial public offering. Of this advance, $230,000 relates to afees ~~refundable commitment fee~~ paid to Aviva Life and Annuity Company for ~~WCRT’s~~a planned mortgage refinance. ~~after~~The ~~completion~~mortgage ofrefinance was completed and WCRT remitted $230,000 to the Trust in June 2013. WCRT’s proposed initial public offering has been delayed and collection of the advance is uncertain. ~~Such~~As such, the Trust recorded impairment charges of $8,652 and $587,282 in the statement of operations for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively. The advance is reflected as “Other assets” on the accompanying balance sheet and isrecorded ~~expected~~at to$0 beand ~~repaid~~$230,000 ~~without interest~~ at ~~the~~June ~~closing~~30, of2013 ~~WCRT’s~~and ~~proposed~~December ~~initial~~31, ~~public~~2012, ~~offering~~respectively.

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

The Trust’s critical accounting policies govern real estate owned and real estate loans. These policies are described in the “Critical Accounting Estimates” section within Item 7 in the Trust’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012.

RESULTS OF OPERATIONS AND FINANCIAL POSITION

~~Effective~~The ~~January~~Trust 1has no continuing operating income, ~~2010~~but has continuing expenses. During the six months ended June 30, 2013, the Trust ~~suspended~~advanced ~~income~~$8,652 ~~recognition~~to onWest Coast Realty Trust, Inc., a related party (“WCRT”). As of June 30, 2013, the ~~real~~Trust ~~estate~~has ~~loan~~advanced ~~and~~a ~~subsequent~~total ~~payments~~of ~~were~~$825,934 ~~first~~to ~~credited~~WCRT ~~against~~in ~~previously~~connection ~~recognized~~with ~~accrued~~WCRT’s formation and ~~unpaid~~proposed ~~interest~~initial public offering and ~~second~~is ~~against~~expected ~~principal. As~~to ~~the~~be ~~accrued~~repaid without interest ~~has~~at ~~been~~the ~~paid~~closing of WCRT’s proposed initial public offering. Of this advance, ~~all~~$230,000 ~~future~~relates ~~payments~~to ~~will~~fees bepaid ~~credited~~to ~~against~~Aviva ~~principal~~Life ~~until~~and ~~the~~Annuity ~~principal~~Company isfor ~~fully~~a ~~recovered~~planned mortgage refinance. ~~Accordingly,~~ noThe ~~interest~~mortgage ~~income~~refinance was ~~recognized~~completed and WCRT remitted $230,000 to the Trust in ~~2012~~June or2013. ~~2011~~WCRT’s proposed initial public offering has been delayed and collection of the advance is uncertain. ~~The~~ As such, the Trust recorded aimpairment charges of $~~150~~8,~~800~~652 ~~provision~~and $587,282 in the statement of operations for ~~loan~~the ~~loss~~six tomonths ~~establish~~ended June 30, 2013 and the ~~loan~~year ~~loss~~ended ~~reserve~~December ~~against~~31, 2012, respectively. The advance is reflected as “Other assets” on the ~~real~~accompanying ~~estate~~balance ~~loan~~sheet and recorded at ~~September~~$0 and $230,000 at June 30, ~~2011~~2013 and December 31, 2012, respectively.

~~FINANCIAL~~Page ~~POSITION~~7 of 10

The Trust advanced $604,252 to West Coast Realty Trust, Inc., a related party (“WCRT”) during the nine months ended September 30, 2012. As of September 30, 2012, the Trust has advanced a total of $682,752 to WCRT in connection with WCRT’s formation and proposed initial public offering. $200,000 of this advance relates to a refundable commitment fee paid to Aviva Life and Annuity Company for WCRT’s planned mortgage refinance after completion of the proposed initial public offering. Such advance is reflected as “Other assets” on the accompanying balance sheet and is expected to be repaid without interest at the closing of WCRT’s proposed initial public offering.

LIQUIDITY AND CAPITAL RESOURCES

The Trust has no continuing operating income, but has continuing expenses. As a result, the Trustees have suspended distributions at this time. The Trust expects to meet its short-term liquidity requirements from cash on hand.

~~Page~~In 8May 2013, the Trust repurchased 10 of 11its shares of beneficial interest for $833.

In May 2012, the Trust sold the 121 acres of land in Wiggins, Mississippi held by the Trust. As a result of the sale, the Trust had $1,200,089 of additional cash after paying the broker commission and the principal and accrued interest on the note payable collateralizing the land.

In May 2012, the trustees of the Trust (the “Trustees”) provisionally approved an investment by the Trust of approximately $1.5 million in the proposed underwritten initial public offering (the “IPO”) of West Coast Realty Trust, Inc., a Maryland corporation (“WCRT”). WCRT is a recently formed entity that intends to acquire and own necessity-based retail properties, including community and neighborhood shopping centers located in densely populated, middle and upper income markets in the Western United States. WCRT intends to elect to be taxed and to operate in a manner that will allow it to qualify as a real estate investment trust for federal income tax purposes commencing with its taxable year ending December 31, 2012. Jeffrey B. Berger, a trustee of the Trust and also the Chief Executive Officer and Chairman of the Trust, serves as President and Chief Executive Officer of WCRT, and Benjamin A. Diaz, a trustee of the Trust and the Trust’s Secretary, is expected to be named to the board of directors of WCRT upon consummation of the IPO.

Such provisional approval of an investment in WCRT by the Trust’s trustees does not represent a binding or definitive agreement on behalf of the Trust, but merely a statement of intention of the trustees. Such investment is subject to the consummation of the IPO and the exercise by the trustees of their fiduciary duties on behalf of the Trust, including final approval of such investment.

Subsequent to the IPO, the Trust intends to distribute the shares it purchases to its shareholders on a pro rata basis as part of its contemplated liquidation and dissolution. Such contemplated liquidation is not assured as it would be subject to approval by the shareholders of the Trust. The shares purchased by the Trust in the IPO will be subject to a six-month lock-up in favor of the underwriters of the IPO.

In June 2012, the Trust repurchased 2,009 of its shares of beneficial interest for $167,351.

OFF-BALANCE SHEET ARRANGEMENTS

The Trust has no off-balance sheet arrangements.

IMPACT OF INFLATION

The Trust's operations have not been materially affected by inflation. The rate of inflation has been relatively low since the Trust commenced operations in October 1987.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Trust's management, including its Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Trust's disclosure controls and procedures as of ~~September~~June 30, ~~2012~~2013. Based on that evaluation, they concluded that the Trust's disclosure controls and procedures were not effective as of ~~September~~June 30, ~~2012~~2013 toas ~~provide reasonable assurance that information~~ the Trust isdid ~~required~~not tosubmit ~~disclose in~~ reports ~~that it submits~~ under the Exchange Act ~~is recorded, processed, summarized and reported~~ within the time periods specified in the SEC’s rules and forms~~, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure~~.

Page 9 of 11

Changes in Internal Controls over Financial Reporting

There have been no changes in the Trust’s internal controls over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2012~~2013, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Page 8 of 10

PART II. OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 1A RISK FACTORS

Not applicable for smaller reporting companies.

ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None~~The table below presents the share repurchase activity for the three months ended June 30, 2013.

Page 10 of 11

Period

Total Number of Shares (or Units Purchased)

Average Price Paid per Share (or Unit)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs

April 2013

N/A

May 2013

10 (1)

$83.30

N/A

June 2013

N/A

Total

$83.30

N/A

(1)

Represents shares purchased in privately-negotiated transactions.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 MINE SAFTY DISCLOSURES

None.

ITEM 5 OTHER INFORMATION

None.

ITEM 6 EXHIBITS

3.1		Amended and Restated Declaration of Trust of USA Real Estate Investment Trust (included as Exhibit 3.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
3.2		Bylaws of the Trust (included as Exhibit 3.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
3.4		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 USA Real Estate Investment Trust (included at Exhibit 3.4 to Form 10-K for the year ended December 31, 1987 and incorporated herein by reference).
4.1		Article VIII of Exhibit 3.1(included as Exhibit 4.1 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
4.2		Form of Share Certificate (included as Exhibit 4.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
31.1		Certification of the Principal Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2		Certification of the Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1		Certifications of the Principal Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema
101.CAL	*	XBRL Taxonomy Extension Calculation
101.DEF	*	XBRL Taxonomy Extension Definition
101.LAB	*	XBRL Taxonomy Extension Labels
101.PRE	*	XBRL Taxonomy Extension Presentation

Page 9 of 10

4.2		Form of Share Certificate (included as Exhibit 4.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).

31.1		Certification of the Principal Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2		Certification of the Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1		Certifications of the Principal Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS	*	XBRL Instance Document

101.SCH	*	XBRL Taxonomy Extension Schema

101.CAL	*	XBRL Taxonomy Extension Calculation

101.DEF	*	XBRL Taxonomy Extension Definition

101.LAB	*	XBRL Taxonomy Extension Labels

101.PRE	*	XBRL Taxonomy Extension Presentation

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section of 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

USA REAL ESTATE INVESTMENT TRUST

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.

November 14, 2012	USA REAL ESTATE INVESTMENT TRUST
December 9, 2013	USA REAL ESTATE INVESTMENT TRUST
	By: /s/ Jeffrey B. Berger
	Jeffrey B. Berger, Chief Executive Officer

November 14, 2012	USA REAL ESTATE INVESTMENT TRUST
December 9, 2013	USA REAL ESTATE INVESTMENT TRUST
	By: /s/ Gregory E. Crissman
	Gregory E. Crissman, Chief Financial Officer

Page 1110 of 1110

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