UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2010~~2011

USA REAL ESTATE HOLDING COMPANY

a Delaware corporation

1020 North Coach House Circle, Wichita, Kansas, 67235, 316-721-4415

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. o Yes x No (We have not been subject to such filing requirements for the past 90 days.)

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 (Do not check if a smaller reporting company) 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).o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~November~~May 213, ~~2010~~2011, we had a total of 133,599,000 shares issued and outstanding of our only class of Common Stock.

TABLE OF CONTENTS

Part I – Financial Information
Item 1. Financial Statements (Unaudited)		3
Item 1.	Financial Statements (Unaudited)		3
Item 2. Management's Discussion and Analysis of Financial Condition		7
Item 2.	Management's Discussion and Analysis of Financial Condition		7
Item 4T. Controls and Procedures		9
Item 4T.	Controls and Procedures		10
Part II – Other Information
Item 1. Legal Proceedings		9
Item 1.	Legal Proceedings		11
Item 2. Recent Sales of Unregistered Securities		9
Item 2.	Recent Sales of Unregistered Securities		11
Item 2. Use of Proceeds		10
tem 2.	Use of Proceeds		11
Item 3. Defaults Upon Senior Securities		11
Item 3.	Defaults Upon Senior Securities		12
Item 5. Other Information		11
Item 5.	Other Information		12
Exhibits		11	12

Part I – Financial Information

Item 1. Financial Statements

USA REAL ESTATE HOLDING COMPANY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2010			December 31, 2009
	March 31, 2011			December 31, 2010
ASSETS
Current Assets
Cash	$	~~3,979~~568		$	~~192~~7,085
TOTAL ASSETS	$	~~3,979~~568		$	~~192~~7,085
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses	$	915,~~980~~704		$	311,~~872~~557
Shareholder's loan		88,898			80,847
Shareholders' loan		88,398			88,398
TOTAL LIABILITIES		98104,~~878~~102			8499,~~719~~955
STOCKHOLDERS' DEFICIT:
STOCKHOLDERS' DEFICIT
Series A Preferred stock, $.00001 par value, 100,000,000 shares
authorized; 0 shares issued and outstanding at September 30, 2010
authorized; 0 issued and outstanding
and December 31, 2009		-			-
Series B Preferred stock, $.00001 par value, 200,000,000 shares
authorized; 0 shares issued and outstanding at September 30, 2010
authorized; 6,679,932 shares issued and outstanding		67			67
and December 31, 2009		-			-
Series C Preferred stock, $.00001 par value, 20,000,000 shares
authorized; 2,800 shares issued and outstanding at
authorized; 4,600 shares and 4,200 shares issued and outstanding at
September 30, 2010 and 0 shares at December 31, 2009		-			-
March 31, 2011 and December 31, 2010, respectively		-			-
Common stock, $.0001 par value, 1,000,000,000 shares
Common stock, $.00001 par value, 20,000,000,000 shares
authorized; 133,599,000 shares issued and outstanding		1,336			1,336
at September 30, 2010 and December 31, 2009		13,360			13,360
Additional paid-in capital		316,587			314,587
Additional paid-in capital		295,630			281,630
Deficit accumulated in the development stage		(421,524	)		(408,860	)
Deficit accumulated in the development stage		(403,889	)		(379,517	)
TOTAL STOCKHOLDERS' DEFICIT		(103,534	)		(92,870	)
TOTAL STOCKHOLDERS' DEFICIT		(94,899	)		(84,527	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	~~3,979~~568		$	~~192~~7,085

See accompanying notes to unaudited consolidated financial statements

USA REAL ESTATE HOLDING COMPANY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF EXPENSES

(Unaudited)

	Three months ended September 30						Nine months ended September 30						November 30, 2007 (Inception) to
							November 30, 2007
	2010			2009			2010			2009			September 30, 2010
	Three Months Ended						(Inception) to
REVENUES	$	-		$	-		$	-		$	-		$	-
	March 31, 2011			March 31, 2010			March 31, 2011
EXPENSES		11,642			12,660			24,372			325,445			403,889
REVENUES	$	-		$	-		$	-
NET LOSS ATTRIBUTABLE TO
EXPENSES		12,664			6,291			421,524
COMMON STOCKHOLDERS	$	(11,642	)	$	(12,660	)	$	(24,372	)	$	(325,445	)	$	(403,889	)
NET LOSS ATTRIBUTABLE TO
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
COMMON STOCKHOLDERS	$	(12,664	)	$	(6,291	)	$	(421,524	)
Weighted average shares outstanding
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)
– basic and diluted		133,599,000			133,599,000			133,599,000			121,640,139
Weighted average shares outstanding –
basic and diluted		133,599,000			133,599,000

See accompanying notes to unaudited consolidated financial statements

USA REAL ESTATE HOLDING COMPANY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							November 30, 2007
	For the nine months ended						(Inception) to
	Three Months ended						(Inception) to
	September 30, 2010			September 30, 2009			September 30, 2010
	March 31, 2011			March 31, 2010			March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2412,~~372~~664	)	$	(~~325~~6,~~445~~291	)	$	(~~403~~421,~~889~~524	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Shares issued for services		-			~~260,500~~-			296,500
Changes in operating assets and liabilities:
Prepaid expenses		-			~~22,500~~-			-
Accounts payable and accrued expenses		64,~~108~~147			-(3,737	)		915,~~980~~704
NET CASH USED IN OPERATING ACTIVITIES		(188,~~264~~517	)		(4210,~~445~~028	)		(97109,~~409~~320	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shares repurchased		-			~~(3,000~~-	)		(3,000	)
Proceeds from shareholders' loan		~~12,551~~-			2310,~~000~~051			94,798
Repayment of shareholders' loan		~~(4,500~~-	)		-			(56,~~900~~400	)
Proceeds from issuance of preferred stock		142,000			-			1423,000
Proceeds from issuance of common stock		-			~~1,490~~-			1,490
NET CASH PROVIDED BY FINANCING ACTIVITIES		222,~~051~~000			2110,~~490~~051			~~101~~109,~~388~~888
INCREASE (DECREASE) IN CASH		3(6,~~787~~517	)		~~(20,955~~23	)		~~3,979~~568
CASH - BEGINNING OF PERIOD		~~192~~7,085			~~22,155~~192			-
CASH - END OF PERIOD	$	~~3,979~~568		$	~~1,200~~215		$	~~3,979~~568
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	-

See accompanying notes to unaudited consolidated financial statements

USA REAL ESTATE HOLDING COMPANY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited interim consolidated financial statements of USA Real Estate Holding Company (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited ~~combined~~consolidated financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form S10-~~11, as amended~~K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited ~~combined~~consolidated financial statements for the most recent fiscal year, ~~2009~~2010, as reported in Form S10-11K, ~~as amended,~~ have been omitted.

Note 2 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $~~403~~421,~~889~~524 and negative working capital of $94103,~~899~~534 as of ~~September~~March 3031, ~~2010~~2011. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Note 3 – ~~Related~~Series ~~Party~~C ~~Transactions~~Preferred Stock

~~During~~In ~~the~~January ~~nine months ended September 30~~2011, ~~2010,~~ the Company ~~received~~sold ~~additional~~400 ~~loans~~shares ~~from~~of ~~shareholders~~Series ~~amounting~~C topreferred ~~$12,551~~stock ~~and~~for ~~made~~total ~~payments~~proceeds toof ~~the loans amounting to~~ $42,~~500~~000. As ofEach ~~September~~Series ~~30,~~C ~~2010,~~preferred ~~the~~stock ~~outstanding~~is ~~balance~~convertible ~~related~~into to500 ~~these~~common ~~loans~~shares ~~was~~after ~~$88,898.~~six ~~The~~(6) ~~related~~months ~~party~~from ~~advances~~issuance ~~are payable on demand, unsecured and bear no interest~~date.

Note 4 – Series C Preferred Stock

In July 2010, the Company sold 2,800 shares of Series C preferred stock for total proceeds of $14,000. Each Series C preferred stock is convertible into 500 common shares after six (6) months from issuance date.

The convertible Series C preferred stock was evaluated for a beneficial conversion feature and whether derivative accounting would apply. Management determined that there is no beneficial conversion feature and derivative accounting does not apply to the related instruments.

Note 54 – ~~Contingent~~Commitments ~~Liability~~and Contingencies

On July 7, 2010, the ~~board~~Board of ~~directors~~Directors approved salaries to the President totaling $160,000 for 2010 which is contingent to the Company having a successful stock offering. The Company has determined that a successful stock offering is not probable as of the filing of these financial statements and accordingly, has not recognized the related liability for such salaries.

On January 27, 2011, the Company agreed to buy real estate property in Wichita, Kansas for 55,000 shares of its Series B preferred stock. The sale is contingent upon the ability of the seller to convert the preferred shares to common stock shares at the exchange rate of 20,000 shares for each share of preferred stock, and furthermore, the ability of the Sellers to sell the common stock in the public domain for not less than $110,000.00 gross, or $98,000 net, after payment of rent, tax legal cost and closing costs, during a period of time not to exceed eight (8) months from date of the execution of the purchase agreement.

The purchase is scheduled to be closed on or before October 1, 2011.

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

Overview. The variables which cause us the most concern in the next 12 months are the state of the commercial real estate market in the United States, as well as the overall economy.

The recent downturn in economic activity, and in particular the real estate market, has created an opportunity to purchase commercial real estate at low prices relative to prices over the previous ten years or more. The commercial real estate market in particular is now beginning to suffer in a similar manner to how the residential market has suffered over the previous 18 months or so, creating even greater opportunities to purchase distressed commercial properties at relatively low prices.

However, this market downturn is a double-edged sword. Should we purchase a commercial property containing, for example, a large retail store, then lease that property back to the retailer, a further slide in the health of the economy could put the retailer in default to us on lease payments and further depress the value of the property.

Therefore, the ideal scene for us is to purchase commercial property at these reduced prices, then have the economic health of the country rebound, raising the value of our portfolio of properties. But since we are not in control of the overall economy, we simply may not be able to purchase properties at their greatest values and profit from leasing the properties to the tenants while enjoying a rise in the overall value of the properties. What we intend to do in order to maximize our chances is to do due diligence on both the regional economic trends, particularly in retail, as well as on each of the tenants on the properties we intend to purchase to analyze their health and their ability to pay rent, but there is no guarantee that our tenants will pay.

Financial Liquidity. We were incorporated on February 3, 2009~~, and have had no business operations of any kind~~. Our ~~only~~activities ~~activity~~have ~~has~~ centered around acquiring our subsidiary USA Real Estate Inc., raising money through a Reg D Rule 504 private stock offering, refining our business model, and doing market research on retail outlets, commercial property outlooks by region, and targeting specific properties based on our search criteria. We are also currently evaluating real estate properties across the country and have entered into a written contract involving one real estate property in Wichita, Kansas.

From inception through our quarter ended ~~September~~March 3031, ~~2010~~2011, we have accumulated a deficit of $~~403~~421,~~889~~524, including approximately $5368,000 spent on accounting and auditing expenses, and approximately $320,000 spent on consulting fees.

For the three months ended ~~September~~March 3031, ~~2010~~2011, we spent $1112,~~642~~664 mostly related to the filing of our SEC reporting requirements and related accounting and audit expenses. For the three months ended ~~September~~March 3031, ~~2009~~2010, we spent approximately $126,~~660~~291 on costs related to the filing of our SEC Form S-1, and related consulting fees and accounting fees.

~~For~~In order to meet our administrative needs over the ~~nine~~next 12 months, ~~ended~~including ~~September~~our 30audit, ~~2010~~financial review and other costs associated with our continuing reporting obligations under Section 15(d) of the Securities Act, we ~~spent~~will need approximately $2425,~~372~~000. ~~mostly~~We ~~related~~currently tohave ~~the~~$568 ~~filing~~in cash, as of ~~our~~March ~~SEC~~31, ~~Form~~2011, ~~S-1~~to ~~and~~meet ~~related~~these ~~accounting~~needs, ~~and~~which ~~audit~~is ~~expenses.~~not ~~For~~sufficient ~~the~~to ~~nine~~meet ~~months~~any ~~ended~~unanticipated acosts ~~year~~above ~~ago~~our –estimate ~~September~~for 30basic administrative costs, ~~2009~~and –will weneed ~~spent~~to ~~approximately~~rely ~~$325,445~~upon onloans ~~organizational~~from ~~costs~~our management, ~~including~~none ~~costs~~of ~~related~~whom are under any obligation to ~~consulting~~loan ~~fees~~us money, or from this and/or ~~accounting~~future ~~fees~~private and/or public offerings.

In order to meet our administrative needs over the next 12 months, including our audit, financial review and other costs associated with our continuing reporting obligations under Section 15(d) of the Securities Act, we will need approximately $25,000. We currently have $3,979 in cash, as of September 30, 2010 to meet these needs, which is not sufficient to meet any unanticipated costs above our estimate for basic administrative costs, and will need to rely upon loans from our management, none of whom are under any obligation to loan us money, or from this and/or future private and/or public offerings.

We have plans to conduct a stock offering through the prospectus recently granted a Notice of Effectiveness by the Securities and Exchange Commission, but as of this juncture, we feel it is unlikely to generate the amount of cash needed to sustain our administrative costs, let alone our business plan, for the next 12 months.

Management’s past experience with real estate. Our management has some experience in real estate-related matters, though no member of our management has direct business experience as the operator of a real estate investment company.

Our President, Stephen Maddox has over ten years experience in owning his own ~~commercial~~real ~~property~~estate properties and over 25 years of leasing property for his own businesses. He also has experience in collecting delinquent accounts and rent payments.

James Miller has been in business and has owned property himself for over 15 years and deals with many contracts in his business each year. He also has experience in collecting monies due him through his construction business. He also has been engaged in the business of asbestos removal for over ten years.

Richard Maddox has owned several properties over his lifetime and deals with contracts on a daily basis in his capacity as head of a landscape infrastructure company. He, too, has experience with collections as well as placing liens on properties as necessary.

Acknowledging our management’s lack of direct real estate investment experience, we intend to purchase properties with triple net leases, or as close as possible to triple net leases, in order to minimize our responsibilities in managing the property.

Plan for the next 12 months. ~~The~~ On ~~Company~~January is27, ~~looking~~2011, towe ~~purchase~~entered ~~retail~~into ~~leased~~a ~~properties~~Real ~~such~~Estate asPurchase ~~those~~Agreement ~~with~~(the ~~long~~“Purchase ~~term double~~Agreement”) ~~net~~with orThe ~~triple~~Neil ~~net~~H. ~~leases~~Miller Revocable Trust and inthe ~~heavily-trafficked~~Melva ~~locations~~J. Miller ~~such~~Revocable asTrust ~~Walgreens~~(collectively, ~~Alco~~“the ~~Stores~~Sellers”) covering the purchase by us of real estate property (the “Property”) located at 1425 S. Market Street, ~~Family~~Wichita, ~~Dollar~~Kansas owned by the Sellers. The Purchase Agreement is scheduled to be closed on or before October 1, ~~Dollar~~2011 ~~General~~(the ~~and~~“Closing ~~Tractor~~Date”), ~~Supply~~subject to satisfaction of all conditions as set forth in the Purchase Agreement. Our possession of the Property shall occur on the Closing Date.

WeThe ~~have~~Company ~~located~~is looking to purchase more retail leased properties, ~~for~~such ~~example, which~~as ~~have~~those with long term double net or triple net leases ofand atin ~~least~~heavily-trafficked 10locations ~~years. However, we have not entered into any preliminary agreements or negotiations to purchase~~ such ~~properties,~~ as ~~representatives~~Walgreens, ofAlco ~~the~~Stores, ~~property~~Family ~~have~~Dollar, ~~indicated~~Dollar ~~that~~General ~~they~~and ~~would~~Tractor ~~only be willing to engage in such negotiations or agreements were we to demonstrate the financial wherewithall to make the purchase or obtain the financing~~Supply.

We have located properties, for example, which have long term double net or triple net leases of at least 10 years. We have entered into a preliminary agreement on one property, and are in the process of entering into preliminary agreements or negotiations to purchase other such properties.

We do not intend to invest in residential property.

Our calendar for the next 12 months is:

· Fall, 2010– Apply for a priced quotation on the Over the Counter Bulletin Board secondary stock quotation service.

· Fall, 2010 – Conduct stock offering. If successful in raising at least $1,000,000 through the offering, purchase our first commercial property.

· Winter, 2010 – If unsuccessful in raising at least $1,000,000 through the offering, pursue additional public or private stock offerings, and/or apply for a loan from a bank or other debt-issuing institution in order to make the purchase of our first commercial property.

· Winter, 2010 – Hire third-party management and leasing company to collect the rents and handle maintenance and tenant issues for our first commercial property.

· Fall, 2011 – Assess the value of our first commercial property relative to our purchase price, and do a cost/benefit analysis against the value of receiving monthly rents vs. selling the property.

· Fall, 2011 – Re-assess our financial position to determine if we are in a position to purchase our first commercial property, or another property, outright for cash rather than debt, and if so, to pursue that track, and if not, to pursue additional avenues of raising capital.

Our calendar for the next 12 months is:

●	Spring, 2011– Apply for a priced quotation on the Over the Counter Bulletin Board secondary stock quotation service.

●	Winter, 2011 – If unsuccessful in raising at least $1,000,000 through the offering, pursue additional public or private stock offerings, and/or apply for a loan from a bank or other debt-issuing institution in order to make the purchase of our first commercial property.

●	Winter, 2011 – Hire third-party management and leasing company to collect the rents and handle maintenance and tenant issues for our first commercial property.

●	Winter, 2011 – Assess the value of our first commercial property relative to our purchase price, and do a cost/benefit analysis against the value of receiving monthly rents vs. selling the property.

●	Winter, 2011 – Re-assess our financial position to determine if we are in a position to purchase our first commercial property, or another property, outright for cash rather than debt, and if so, to pursue that track, and if not, to pursue additional avenues of raising capital.

We have no purchases or sales of plant or significant equipment planned in the next 12 months.

We do not anticipate any significant changes in the number of employees. We currently have three management personnel, each of whom works on the company part-time, and zero employees. We anticipate continuing to have zero employees in the next 12 months.

Item 4T. Controls and Procedures.

Our principal executive and financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of our ~~third~~first quarter (~~September~~March 3031, ~~2010~~2011) for fiscal year ~~2010~~2011, and have concluded that they are not effective to ensure that information required to be disclosed in the reports that we file pursuant to Section 15(d) of the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules under the Exchange Act. We based the material weakness noted below in our assessment of our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of ~~September~~March 3031, ~~2010~~2011, we determined that we had a material weakness, as described below and therefore our internal controls over financial reporting were not effective.

We noted we have a material weakness regarding proper segregation of duties for the preparation of our financial statements. As of ~~September~~March 3031, ~~2010~~2011, the Company currently only has one officer/director having oversight on all transactions. We plan to remedy the material weakness once operations expand to include employees, and/or the production of self-generated and owned entertainment products.

There have been no changes in our internal control over financial reporting during the ~~third~~first quarter of our current fiscal year ~~2010~~2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings.

We are not a party to any pending legal proceeding, nor are we aware of any proceeding contemplated by any governmental authority.

Item 2. Recent Sales of Unregistered Securities. and Use of Proceeds

InRecent ~~July~~Sales ~~2010, the Company completed a private placement~~ of ~~2,800~~Unregistered ~~shares of Series C preferred stock for total proceeds of $14,000. Each Series C preferred stock is convertible into 500 shares of the Company’s common share after six (6) months from issuance date.~~Securities

9In January 2011, the Company completed a private placement of 400 shares of Series C preferred stock for total proceeds of $2,000. Each Series C preferred stock is convertible into 500 shares of the Company’s common share after six (6) months from issuance date.

~~Item 2.~~ Use of Proceeds.

~~Regarding~~Initially, ~~our~~we ~~current~~had plans to conduct a stock offering through the prospectus recently granted a Notice of Effectiveness by the Securities and Exchange Commission, ifbut ~~all~~as 50of this juncture,~~000~~ we feel it is unlikely to generate the amount of cash needed to sustain our administrative costs,~~000~~ let alone our business plan, for the next 12 months. We currently have plans on issuing shares wein ~~are~~a private offering ~~through~~in ~~this~~order ~~registered~~to ~~offering~~generate ~~are~~the ~~sold,~~needed wefunds ~~will~~and ~~receive~~acquire $5property,~~000,000,~~ ~~which~~and we ~~will~~have ~~use~~temporarily inabandoned ~~the~~plans ~~following~~to ~~manner:~~commence on a public offering at this stage.

●	Priority #1	$200,000	Administration: setting up offices, accounting costs, audit and review fees, costs associated with Exchange Act reporting requirements, etc.
●	Priority #2	$1,000,000	Purchase of commercial property, likely a stand-alone building + lot retail location in the American midwest.
●	Priority #3	$1,000,000	Purchase of commercial property, likely a stand-alone building + lot retail location in the American midwest.
●	Priority #4	$2,500,000	Purchase of commercial property, likely a stand-alone building + lot retail location in the American midwest.
●	Priority #5	$300,000	Reserve for escrow and related closing costs, property and title insurance, maintenance, management and lease contracts, and property taxes.

If 25,000,000 shares are sold, we will receive $2,500,000, which we will use in the following manner:

●	Priority #1	$200,000	Administration: setting up offices, accounting costs, audit and review fees, costs associated with Exchange Act reporting requirements, etc.
●	Priority #2	$1,000,000	Purchase of commercial property, likely a stand-alone building + lot retail location in the American midwest.
●	Priority #3	$1,000,000	Purchase of commercial property, likely a stand-alone building + lot retail location in the American midwest.
●	Priority #4	$300,000	Reserve for escrow and related closing costs, property and title insurance, maintenance, management and lease contracts, and property taxes.

If 5,000,000 shares are sold, we will receive $500,000, which we will use in the following manner:

●	Priority #1	$100,000	Administration: setting up offices, accounting costs, audit and review fees, costs associated with Exchange Act reporting requirements, etc.
●	Priority #2	$400,000	Capital reserve.

If we raised less than $1,000,000 through this offering, we would not be able to purchase any of the commercial properties currently on our list of properties to buy (see Management’s Discussion and Analysis section, below) outright, and would need to use debt, or future public and/or private stock offerings to purchase at least our first property.

If we raised less than $25,000 through this offering, we would not be able to pay for our administrative expenses or our reporting requirements for the next 12 months, without further loans from management, which they are under no obligation to give us. See Management’s Discussion and Analysis section, below.

We may issue shares in this offering in exchange for real property, at a value of $0.10 per share. We may also issue shares to consultants at a price of $0.10 per share; however, the circumstances in which we would issue shares to consultants would be limited to those occasions when they are providing either: a) real estate consulting with respect to a specific property and is providing information valuable to us in determining the worth of a property and the best possible terms we could negotiate for the purchase of such property, or b) general business consulting related to our administration and corporate structure.

Item 3. Defaults Upon Senior Securities.

We have made no material defaults with respect to any indebtedness or any of our subsidiaries.

Item 5. Other Information.

There have been no material changes to the procedures by which security holders may recommend nominees to our ~~board~~Board of ~~directors~~Directors.

Exhibits.

Index of Exhibits

Rule 15d-14(a) Certifications		Exhibit 31

Section 1350 Certification		Exhibit 32

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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.

USA REAL ESTATE HOLDING COMPANY

By:	/s/ Stephen R. Maddox
	Stephen R. Maddox
	President, Principal Executive Officer and Chairman of the Board of Directors

Dated: ~~November~~ May 313, ~~2010~~2011


By:	/s/ Richard Maddox
	Richard Maddox
	Vice-President and a Director

Dated: May 13, 2011


By:	/s/ James Miller
	James Miller
	Secretary, Treasurer, Principal Financial Officer and a Director

Dated: ~~November~~May 313, ~~2010~~2011

The above three persons constitute all members of the Board of Directors.

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