Exhibit 21.1

 

The direct and indirect subsidiaries of the Registrant, and their respective states of incorporation or organization, are set forth below:

 

Subsidiary  

State of

Incorporation or

Organization

     
Pittsburgh & West Virginia Railroad   Pennsylvania
     
PW Salisbury Solar, LLC   Massachusetts
     
PW Tulare Solar, LLC   California
     
PW Regulus Solar, LLC   California
     
PW CanRE of Colorado Holdings, LLC   Colorado
     
PW CO CanRE JAB LLC   Colorado
     
PW PWV Holdings LLC   Colorado
     
PW CO CanRE Mav 5 LLC   Colorado
     
PW CO CanRE Mav 14 LLC   Colorado
     
PW CO CanRE Sherm 6 LLC   Colorado
     
PW ME CanRE SD LLC   Maine
     
PW CO CanRE Tam 7 LLC   Colorado
     
PW CO CanRE Grail LLC   Colorado
     
PW CO CanRE MF LLC   Colorado
     
PW CO CanRE Tam 19 LLC   Colorado
     
PW CO CanRE Apotheke LLC   Colorado
     
PW CA CanRE Canndescent LLC   California
     
PW CO CanRE Gas Station LLC   Colorado
     
PW CO CanRE Cloud Nine LLC   Colorado
     
PW CO Can RE JKL LLC   Colorado
     
PW CO CanRE Walsenburg LLC   Colorado
     
PW CanRE OK Vinita LLC   Oklahoma
     
PW MI CanRE Marengo LLC   Michigan
     

PW CanRE Holdings LLC

 

Delaware

     
PW MillPro NE LLC   Nebraska

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-256826) and Form S-8 (File No. 333-239960) of our report dated March 31, 2023, with respect to the audited consolidated financial statements of Power REIT (the “Trust”) appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2022.

 

/s/ MaloneBailey, LLP

Houston, Texas

March 31, 2023

 

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, David H. Lesser, certify that:

 

1. I have reviewed this annual report on Form 10-K of the registrant, Power REIT;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls  and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based  on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 31, 2023 /s/ David H. Lesser
  David H. Lesser
  Chairman, CEO, CFO, Secretary and Treasurer
  (Principal executive officer and principal financial officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

 

In connection with the annual report of Power REIT (the “registrant”) on Form 10-K for the period ending December 31, 2022 as furnished with the Securities and Exchange Commission on the date hereof (the “Report”), I, David H. Lesser, Chairman, Chief Executive Officer, Secretary and Treasurer, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

/s/ David H. Lesser  
David H. Lesser  
Chairman, CEO, CFO, Secretary and Treasurer  
(Principal executive officer and principal financial officer)  
   
Date: March 31, 2023