**Exhibit 99.1**

**RISK FACTORSOF GOLF TRUST OF AMERICA, INC.**

**Risks that might Delay orReduce our Liquidating Distributions**

Wehave recorded the value of the Resort and our remaining golf courses andliabilities at our best estimates of fair value as of November 11, 2006;however, we can provide no assurance that these estimates reflect the actualcurrent market value for the applicable courses. As a result of our inabilityto provide any assurance regarding the estimates of the fair value of ourassets, including the probability of negotiating and closing a sale of theResort, at the present time, we do not believe that we are able to reliablyproject the amount of the total liquidating distributions we will make to theholders of our common stock over the remainder of the liquidation period andthe amounts may be significantly less than our earlier projections.Further, while we have provided in this report estimated adjustments to netassets in liquidation based upon the sale of the Resort and our interest inParcel F for aggregate consideration of approximately $36.4 million, there canbe no assurances that we will be able to close a sale of the Resort for a pricethat will allow us to realize the estimated proceeds for the Resort, if at all.Further, in the event that we are unsuccessful in negotiating the terms of anew agreement which will allow us to repurchase all of AEW’s series A preferredstock for a price of $20,000,000 or less, or if we negotiate such an agreementand are unable to repurchase AEW’s preferred stock for any reason, the assetsavailable for distribution to the holders of our common stock, and the ultimateliquidating distributions to the holders of our common stock, will be reducedby the amount of any accrued dividends through the date that we redeem AEW’sshares. Even if we are able to successfully negotiate an agreement with AEWwhich would allow us to repurchase AEW’s preferred stock at a price thatexcludes dividends on the preferred stock, we may either be unable to sell theResort at a time or under conditions which do not permit us to exercise ouroption.  As a result of these factors,the estimated adjustments to net assets in liquidation provided in this reportmay prove incorrect and the amounts, if any, that we ultimately distributeas liquidating distributions may be significantly less than estimated.

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***Now that our Management Agreementwith Westin is terminated, in addition to our obligation to pay terminationfees to Westin, we were required to find a third party to manage the Resort ormanage the Resort ourselves.  We havedecided to manage the Resort ourselves.***

TheManagement Agreement provides that we shall pay to Westin, subject to the termsof the Management Agreement termination fee of at least $5,500,000.   As of October 31, 2006, the termination dateof our Management Agreement with Westin, the termination fee is approximately$5,594,000.  See disclosure of this obligation as accrued at September 30,2006 in note 4 to our condensed consolidated financial statements contained inPart 1, Item 1 of this Quarterly Report.  This fee must be paid to Westin upon the earlier of (i) a sale of theResort or (ii) March 31, 2008.  In theevent that we are unable to sell the Resort by March 31, 2008 before thisobligation becomes due, the payment of this fee could cause us severe liquidityproblems.

Wehave retained substantially all of the former Westin executive management teamat the Resort, with the exception of the positions of general manager andcontroller, although we have a contract arrangement with Westin that allows usto retain the former Resort general manager, a Westin employee, at ourdiscretion through January 31, 2007. Even with the experienced former Westin executive management team, wecannot guarantee that we will be as successful in managing the Resort as Westinhas been because we do not have the Westin brand on the hotel and the synergiesavailable to a global hotel chain. Further, the successor Resort general manager, whenever that individualis named, may not be as successful at managing the Resort as the former Westingeneral manager.  In the event that weprove less successful than Westin or if we are unable to hire a general managerthat is as skilled and qualified as the former Westin general manager, ourresults of operations and financial condition could be adversely affected.

***If we are not able to sell the Resort and our otherremaining golf property in a timely manner, obtain liquidity with respect tocertain other non-real estate assets such as our note receivable, or obtainsome form of additional financing, we may experience severe liquidityproblems, not be able to meet the demands of our creditors, and ultimatelybecome subject to involuntary bankruptcy proceedings.***

In theevent that we are unable to sell the Resort and our other remaining golfproperty as planned, obtain liquidity with respect to certain other non-realestates assets such as our note receivable, or obtain some form of additionalfinancing, we may be unable to pay our obligations as they become due orupon demand. In addition, our ability to pay our obligations may becompromised if either of (i) our chief executive officer requires payment ofoutstanding performance milestone payments owed by us to him or (ii) ourcounsel demands payment before we are able to realize net cash proceeds fromasset sales or financing sufficient to discharge those obligations. As ofNovember 11, 2006, we owed our two most senior executive officers a total ofapproximately $1,317,000 in milestone payments and accrued interest on suchmilestone payments. We also owe a substantial sum in legal fees (approximately$2,861,000), including fees incurred in connection with the negotiation ofagreements providing for the sale of the Resort.

Further,given that the Resort’s only source of cash is from any profitable operationsof the Resort, and that the operational cash flow capacity of the Resort willlikely not permit the Resort to maintain positive cash flow through out 2006,we may be required to seek to provide additional capital to the Resort. Wemade intercompany advances to the Resort to support working capital needs inthe amounts of $2,000,000, $400,000, $650,000, and $600,000 in July 2004,September 2005, November 2005, and October 2006, respectively. Wealso funded approximately $200,000 for the beginning phase of the technologicalinfrastructure capital investment in October 2006.  While the financial performance of the Resorthas shown signs of recovery since the Company assumed title to the Resort onJuly 15, 2004, current projections indicate that an operational cash flowshortfall of approximately $100,000 in the aggregate is likely to occur inNovember 2006.   Further, the Resort’scredit capacity is limited. There are no assurances that additionalintercompany advances will not be necessary prior to the consummation of a saleof the Resort. In the event that we must advance additional capital to fundoperations at the Resort or our other operations, we may be required toseek financing or raise further capital in order to meet our obligations whenthey come due. Further, we may also be required to use proceeds from thesale of our other assets to fund our operations and the operations of theResort. There is no assurance that we will be able to obtain liquidity withrespect to certain other non-real estate assets, obtain additional financing,raise further capital or that we will have sufficient proceeds from assetssales from which to draw, or that any funding that we receive will not containrestrictive covenants or other onerous terms. Additionally, we expect that thecash flow that we receive from the net operating income of the Stonehenge golfcourses, if any, will not be substantial.

In theevent we are not able to sell our remaining assets within a reasonable periodof time and for reasonable amounts, obtain liquidity with respect to certainother non-real estate assets, or obtain additional financing, or if ourexpenses exceed our estimates, we may experience severe liquidity problemsand not be able to meet our financial obligations of our creditors. If wecannot meet our obligations to our creditors, we could ultimately becomesubject to bankruptcy proceedings.

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***Our estimate of the Resort’s fair value, as recordedon our books for accounting purposes, is based on forward-looking estimateswhich are subject to change. We might sell the Resort for an amount less thanour current estimate of its fair value, which could significantly reduce ourliquidating distributions to holders of our common stock.***

We donot believe we are able at this time to project the amount of the totalliquidating distributions we will make to the holders of our common stock overthe remainder of the liquidating period. The factors giving rise to thisuncertainty include, without limitation, the following:

·       improvementin the financial performance of the Resort that we have observed since we tooktitle in July 2004 may not continue;

·       despiteour execution of a new Management Agreement with Westin at the Resort providingfor increased control by us over accounting and marketing and improvedprovisions governing Westin’s reporting to us, prior to October 31, 2006, wedid not directly manage the Resort;

·       ourSettlement Agreement with our former borrower and related agreements that weentered with Westin may prove less successful than anticipated, and theperformance of the parties to the Settlement Agreement may fall short ofour expectations;

·       historicaluncertainty surrounding the future of the Resort and as of October 31, 2006,the absence of Westin as manager of the Resort may create uncertainty forcorporate meeting planners contracting for large corporate groups, and any suchuncertainty may be used as a competitive advantage against us by ourcompetitors when marketing their hotels against the Resort; and

·       uncertaintyabout our ability to close the transactions contemplated in any asset purchaseagreement we may execute and the transactions costs therewith.

As aresult of the foregoing, at the present time we will refrain from either makingany adjustments (positive or negative) to any earlier reported range ofdistributions or proposing a new range. We may, however, be able to do so infuture periods in the event that the quality and reliability of all informationnecessary to make estimates of cash flow and, correspondingly, value becomemore reliable. You should not assume that the liquidating distributions havenot declined, perhaps in material amounts, from the historical projections weprovided in earlier filings.

Ourefforts to preserve the value of the Resort until we are able to consummate itssale may be unsuccessful, and we might ultimately sell our interest in theResort for significantly less than our last estimate of its fair value.Accordingly, our assessment of the Resort’s fair value may change at somefuture date, perhaps in a material adverse manner, based on facts andcircumstances at that time, and the Resort’s value may again bewritten-down.

***The conclusion of the Company’s negotiations with AEWwhich will allow us to repurchase all of AEW’s series A preferred stock plusaccrued dividends for a price of $20 million or less is pending evidence orconfirmation that we have secured adequate financing to demonstrate its abilityto close on the transaction to repurchase all of the series A preferredstock.  As a result of our assumptionthat these negotiations will lead to an executed agreement, we have notrecorded in our net assets a liability for the accrual of preferred dividendspayable for the quarter beginning July 1, 2001 or for  subsequent quarters. We can provide noassurance, however, that a final agreement will be executed with AEW.  Further, even if we successfully execute suchan agreement with AEW, we may be unable to negotiate a financing arrangementthrough our existing lender relationships or otherwise procure sufficientfunding to permit us to exercise that repurchase right and close the repurchaseprior to its expiration.  In the event that either we are unable to reachan agreement with AEW, or we are unable to exercise any repurchase right andclose the repurchase under any agreement we may reach with AEW, we may berequired to pay AEW all or a portion of the preferred dividends for which wehave not recorded a liability, reducing our liquidating distributions toholders of our common stock.***

OnApril 12, 2006, we executed an Option Agreement with AEW, the holder of all ofour series A preferred stock, in which AEW granted us an option to purchase, onor before June 30, 2006, the 800,000 shares of our series A preferred stock heldby AEW, including, without limitation, all of AEW’s rights to due and unpaidprincipal, accrued and unpaid dividends and liquidation preferences. Theexercise price of this option was approximately $20 million, and excludeddividends that would accrue to the series A preferred stock pursuant toexisting contractual obligations. As previously reported, this option expiredby its terms on June 30, 2006.

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Theconclusion of our negotiations with AEW which will allow us to repurchase allof AEW’s series A preferred stock plus accrued dividends for a price of $20million or less is pending evidence or confirmation that we have securedadequate financing to demonstrate its ability to close on the transaction torepurchase all of the series A preferred stock.

As aresult of our assumption that these negotiations will lead to an executedagreement, we have not recorded in our net assets for the quarter endedSeptember 30, 2006 either (i) a liability of $11,789,000 for the accrual ofquarterly preferred dividends for the period July 1, 2001 to September 30, 2006or (ii) additional dividend accruals of $625,000 for each subsequent quarterthrough the date that the exit transaction is ultimately consummated andliquidation payments are made to AEW.   Absent either an agreement bya third party to assume all or a portion of our accrued preferred dividendobligation or an agreement by AEW to forgive all or a portion of our preferreddividend obligations, (neither of which have occurred), we will berequired to accrue, and ultimately pay in liquidating distributions to AEW,these preferred dividends.  Any preferreddividends which we are required to pay to AEW ultimately would reduce the netassets available to stockholders in liquidation and correspondingly theestimated liquidation distribution per common share.  As of September 30, 2006, if we were requiredto pay AEW accrued dividends through that date, our liquidating distributionswould be reduced by $1.63 per common share or OP unit of the OperatingPartnership outstanding on that date.

At thepresent time, we have not executed a binding agreement with AEW.  There are no assurances that we willsuccessfully execute such an agreement with AEW, or that the terms of anyagreement that we may execute with AEW will not be more onerous to us than wecurrently anticipate.  Further, even if we are able to execute anagreement with AEW which permits us to repurchase the series A preferred stockat $20 million or less, we may be unable to negotiate a financing arrangement throughour existing lender relationships or otherwise procure sufficient funding topermit us to exercise that repurchase right and close the repurchase prior toits expiration.  In the event that we execute an agreement with AEW and weare unable to repurchase AEW’s series A preferred stock in accordance with theterms of that agreement, in addition to the requirement that we pay accrueddividends to AEW, we expect that agreement also would subject us to penaltiesor grant AEW additional rights with respect to us and our remaining assetswhich will be prejudicial to us and our assets.

***We cannotguarantee that we will be able to enter into a binding agreement for the saleor other disposition of the Resort.***

Inconnection with our efforts to sell the Resort, we intend to negotiate andexecute a binding asset purchase agreement. Thereafter, any closing pursuant to an executed asset purchase agreementwill be conditioned upon, among other things, consideration and approval of thetransaction by the Special Committee of our Board and the receipt of asatisfactory fairness opinion. We cannot assure you that we will enter into anasset purchase agreement for the Resort or, if we do so, that all conditions toclosing will be satisfied and the Resort will be sold. Further, the price thatwe receive if we sell the Resort might be less than the then applicablecarrying value of the Resort on our financial statements. Significant legal andother costs and expenses will be incurred in connection with the negotiation ofany sale of the Resort, and these costs and expenses will further reduce theliquidating distributions that we make to the holders of our common stock.

***We took ownership of the Resort on July 16, 2004pursuant to a global Settlement Agreement providing for the assumption ofcertain existing or modified financial obligations of our former borrower. Weare now responsible for any negative cash flow of the Resort. If the amount ofassumed liabilities and expenditures with respect to the Resort exceed ourexpectations, our liquidating distributions to common stockholders could bereduced.***

OnJuly 15, 2004, we entered a Settlement Agreement with our former borrowerrelating to our June 1997 $79.0 million loan to our former borrower.This loan was secured by a mortgage on the Resort we made to an unaffiliatedborrower. As part of the Settlement Agreement, we assumed certainfinancial obligations of the borrower, such as refurbishment expenses paid bythe condominium owners, a modified termination rights fee and outstanding golffacility management fees payable to Troon. As the owner of the Resort, we areresponsible for any negative cash flow associated with its ownership andoperation of the Resort. As a result of the assumption of these liabilities andour responsibility for any negative cash flow, we face the risk that ourultimate liabilities and expenditures might be greater than expected. In thatcase, our cash available for distribution and the ultimate amount of ourliquidating distributions to the holders of our common stock could be less thanour expectations. In 2005, we funded $1,050,000 and in 2006, we funded $600,000to address seasonal cash flow shortfalls plus we funded approximately $200,000for the beginning phase of the technological infrastructure capital investmentin October 2006.. We expect that additional intercompany advances totalingapproximately $100,000 in the aggregate may be necessary by December 31, 2006to fund projected operating cash shortfalls.

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Althoughthe revenues of the Resort have begun to increase since we took title to it, wecan provide no assurance that the Resort’s future performance will continue toshow improvement. If we do not continue to improve the Resort’s financialperformance, our recovery with respect to this asset might be significantlydelayed or fail. A delay in our recovery of the Resort might reduce the netproceeds that we ultimately receive upon a sale of the Resort to less than ourcurrent estimate of the Resort’s fair value (approximately $36.4 millionincluding our interest in certain real estate), and we may be forced to usefunds that otherwise might be distributed to our stockholders, if any, to fundcash shortages of the Resort, causing our liquidating distributions to holdersof our common stock to be substantially reduced. Our estimate of the Resort’sfair value, as recorded on our books for accounting purposes, is based onforward-looking estimates which may be materially optimistic and subject toadverse change. We can provide no assurance of success under the SettlementAgreement, or the future success of the Resort.

***Stockholderlitigation related to the plan of liquidation could result in substantial costsand distract our management.***

Extraordinarycorporate actions, such as our plan of liquidation, often lead to securitiesclass action lawsuits and derivative litigation being filed againstcompanies such as ours. We became involved in this type of litigation inconnection with our plan of liquidation (and the transactions associated withit) in a legal action we refer to as the *Crossley*litigation. During the second quarter of 2003, the *Crossley*claim was dismissed with prejudice on our motion for summary judgment.Accordingly, the lawsuit was dismissed and the plaintiff will not be allowed torefile the claim, although the plaintiff could appeal the dismissal. Wesubsequently entered into a non-monetary settlement with the plaintiff wherebythe plaintiff agreed not to appeal the dismissal and we agreed not to seekreimbursement of our legal costs from the plaintiff. Even though the *Crossley* litigation has been dismissed, we face the riskthat other claims might be brought against us. Any such litigation would likelybe expensive and, even if we ultimately prevail, the process would divertmanagement’s attention from implementing the plan of liquidation and otherwiseoperating our business. If we do not prevail in any such litigation, we mightbe liable for damages. It is not possible to predict the amount of suchpotential damages, if any, but they might be significant. Any damage liabilitywould reduce our cash available for distribution and the ultimate amount of ourliquidating distributions to holders of our common stock.

***If we are unable to retain at least one of our keyexecutives and sufficient staff members to complete the plan of liquidation ina reasonably expeditious manner, our liquidating distributions might be delayedor reduced.***

Ourability to consummate sales transactions for our other interests in golfcourses depend to a large extent upon the experience and abilities of our twomost senior executives, W. Bradley Blair, II, our chief executive officerand president, and Scott D. Peters, our senior vice president and chieffinancial officer, and their experience and familiarity with our assets, ourcounter-parties and the market for golf course sales. Mr. Blair andMr. Peters are currently serving us on a reduced schedule basis. Webelieve our liquidation has progressed to the point that the resignation ofone, but not both, of our executives would not likely cause significant adverseconsequences to the Company and the amount of liquidating distributions to theholders of our common stock. However, a loss of the services of both of theseindividuals could materially harm our ability to complete the plan ofliquidation in a reasonably expeditious manner and our prospects of selling ourassets at the best potential prices.

Thepotential resignation of Mr. Blair poses a relatively greater risk at thistime in light of the fact that the amount of time that Mr. Peters isrequired to commit to us is less than the amount of time that Mr. Blair isrequired to commit to us. If Mr. Blair were to resign, we would likelyseek to hire a replacement for Mr. Blair. The cost that we incur to replaceMr. Blair would likely depend upon our determination of the experience andskills that must be possessed by his replacement in light of our financialcondition, our assets remaining to be liquidated, and the complexity of anyissues bearing on us and the liquidation at that time.

Ourability to complete the plan of liquidation in a timely manner as soon asreasonably practicable also depends on our ability to retain our keynon-executive employees, in particular our controller. Those employeesmay seek other employment rather than remaining with us throughout theprocess of liquidation, even though they generally would lose their eligibilityfor severance payments by resigning. If we are unable to retain enoughqualified staff to complete our plan of liquidation in a reasonably expeditiousmanner, liquidating distributions might be delayed or reduced.

***If we are unable to consummate a sale of the Resort orour other remaining golf courses at our revised estimates of their respectivevalues, our liquidating distributions might be delayed or reduced.***

Inaddition to the four golf courses at the Resort, we have one other property (ortwo eighteen-hole equivalent golf courses). In calculating our projectedliquidating distributions, we assumed that we would be able to find buyers forthe Resort and our other remaining property at purchase prices equal to ourestimates of their respective fair market values. However, our estimates of thesales prices of the Resort and our other remaining property may exceed theprices we eventually receive. At December 31, 2005, we recorded a $2.421million write-down in the value of the Resort to $36.4 

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million (including our interest in certain realestate) based on market indications of interest. Should we not be able to finda buyer at our current carrying value, in order to find a buyer in a reasonablyexpeditious manner, we might be required to lower our asking price for theResort and our other remaining property below our estimate of their fair value.If we are not able to find new buyers for these assets in a reasonablyexpeditious manner, or if we have overestimated the sales prices we willultimately receive, our liquidating distributions to the holders of our commonstock will be significantly delayed or reduced.

At thepresent time, we do not believe we are able to reliably project the amount ofthe total liquidating distributions we will make to the holders of our commonstock over the remainder of the liquidation period. Accordingly, you should notrely on the valuations or ranges earlier provided as representative of ourcurrent views on the subject.

***If we are unable to realize the value of a promissorynote taken as part of any purchase price, our liquidating distributionsmight be reduced.***

Insome golf course sales, we may agree to receive promissory notes from thebuyer as a portion of the purchase price. Promissory notes are often illiquid.If we are not able to sell the promissory note without a great discount, or inthe case of a short-term note, if we hold it to maturity and the makerultimately defaults, our liquidating distributions might be reduced.  We currently do not have any outstandingnotes receivable.

***Decreases in golf course values caused by economicrecession and/or additional terrorist activity might reduce the amount forwhich we can sell our assets.***

Thevalue of our interests in golf courses might be reduced, and substantially so,by a number of factors that are beyond our control, including the following:

·  adverse changes in the economy, prolongedrecession and/or additional terrorist activity against the United States or ourallies, or other war-time activities might increase public pessimism anddecrease travel and leisure spending, thereby reducing golf course operators’revenues (particularly destination-resort golf course revenues) and diminishingthe resale value of the affected golf courses;

·  increased competition, including, withoutlimitation, increasing numbers of golf courses being offered for sale in ourmarkets or nationwide;

·  continuing imbalance in supply and demand inthe golf course industry; and

·  changes in real estate tax rates and otheroperating expenses.

Anyreduction in the value of our golf courses would make it more difficult for usto sell our assets for the amounts and within the time-frames that we haveestimated. Reductions in the amounts that we receive when we sell our assetscould decrease or delay our payment of liquidating distributions to ourstockholders, perhaps in substantial ways.

***If our liquidation costs or unpaid liabilities aregreater than we expect, our liquidating distributions might be delayed orreduced, potentially in a substantial manner.***

Beforemaking the final liquidating distribution to the holders of our common stock,we will need to pay all of our transaction costs pertaining to the liquidationand all valid claims of our creditors, which we expect will be substantial. Ourboard may also decide to acquire one or more additional insurance policiescovering unknown or contingent claims against us, including, withoutlimitation, additional directors’ and officers’ liability insurance, for whichwe would pay an additional premium based upon market prices prevailing at thetime of any such purchase. In addition, if we form a liquidating trust, weexpect to have additional expenses in connection with the formationthereof and for such for items such as insurance for the trustees. We haveestimated such transaction costs in calculating the amount of our projectedliquidating distributions. To the extent that we have underestimated costs andexpenses in calculating our historical projections, our actual aggregateliquidating distributions will be lower than we have historically projected,and perhaps by substantial amounts.

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***The holder of our series A preferred stock mightexercise its right to appoint two directors to our board of directors, whichmight result in decisions that prejudice the economic interests of our commonstockholders in favor of our preferred stockholders.***

Weentered into a voting agreement with the holder of our series A preferredstock, AEW, pursuant to which the holder agreed to vote in favor of our plan ofliquidation. The voting agreement provided that if we failed to redeem ourseries A preferred stock by May 22, 2003, the holder of the series Apreferred stock would be entitled to require us to redeem the series A preferredstock. We received such a demand from the holder of our series A preferredstock on May 23, 2003; however, we do not have cash available to redeemthe holder of our series A preferred stock. Our default in making a timelyredemption payment gives the holder of our series A preferred stock the rightunder the voting agreement to appoint two new directors to our board. Ourseries A preferred stock charter also gives the holder of our series Apreferred stock the right to elect two new directors if and when dividends onits series A preferred stock are in arrears for more than six quarters. Wehave not paid a quarterly dividend since the dividend paid for the secondquarter of 2001. These director election rights are not cumulative, which meansthat the holder of our series A preferred stock may elect two, but notfour, new directors. The current holder of our series A preferred stock, AEW,informed us previously that it does not currently intend to exercise itsdirector election rights. However, it might decide to exercise such right atany time in the future. The appointment of such directors to our board mightreduce the efficiency of our board’s decision-making or result in decisionsthat prejudice the economic interests of the holders of our common stock infavor of the holder of our series A preferred stock.

***Distributinginterests in a liquidating trust may cause you to recognize gain prior tothe receipt of cash.***

As wecontemplate the sale of our remaining assets and the wind-up of the Company, ascontemplated by our plan of liquidation, we may elect to contribute ourremaining assets and liabilities to a liquidating trust. Our stockholders wouldreceive interests in the liquidating trust, our corporate existence wouldterminate and our shares would no longer trade publicly. The plan ofliquidation prohibits us from contributing our assets to a liquidating trustunless and until our series A preferred stock has been redeemed in full oruntil such time as it consents to such a contribution.

Fortax purposes, the creation of the liquidating trust should be treated as adistribution of our remaining assets to our stockholders, followed by acontribution of the same assets to the liquidating trust by our stockholders.As a result, we will recognize gain or loss inherent in any such assets, withany gains offset by available net operating loss carry-overs (discussed above).In addition, a stockholder would recognize gain to the extent his share of thecash and the fair market value of any assets received by the liquidating trustwas greater than the stockholder’s basis in his stock, notwithstanding that thestockholder would not contemporaneously receive a distribution of cash or anyother assets with which to satisfy the resulting tax liability, and would notbe able to transfer its interests in the liquidating trust.

Inaddition, it is possible that the fair market value of the assets received bythe liquidating trust, as estimated for purposes of determining the extent ofthe stockholder’s gain at the time interests in the liquidating trust aredistributed to the stockholders, will exceed the cash or fair market value ofproperty ultimately received by the liquidating trust upon its sale of theassets, in which case the stockholder may not receive a distribution of cashor other assets with which to satisfy any tax liability resulting from thecontribution of the assets to the liquidating trust. In this case, thestockholder would recognize a loss in a taxable year subsequent to the taxableyear in which the gain was recognized, which loss might be limited under thetax code.

If wedo not distribute our assets to a liquidating trust and, instead, continue tooperate as a regular corporation until all of our assets are sold, we wouldrecognize gains or losses upon the sale of assets for federal income taxpurposes. Since we are no longer a REIT, we could be subject to income tax onany recognized gains. If we were to recognize taxable gains in a year beforeconsideration of net operating loss carryovers, we could be subject to alternativeminimum tax. Generally, for tax years ending after December 31, 2002, theuse of net operating loss carryovers to reduce alternative minimum taxableincome is limited to 90% of alternative minimum taxable income. Therefore, taxat a rate of 20% could be imposed on our alternative minimum taxable incomethat cannot be reduced by net operating loss carryovers. If a liquidating trustis formed, our net operating loss carryovers will not be available to reduceany gains recognized within the trust. However, the trust will have a tax basisequal to the fair market value of its assets at the date the liquidating trustis formed. Any gain recognized by the trust would thus be the result of eitherappreciation in the value of the assets during the time that they are owned bythe trust, or an initial underestimation of the fair market value of the assetsat the time the trust is formed.

***Our common stock may be de-listed from AmericanStock Exchange, which would make it more difficult for investors to sell theirshares.***

Currently,our common stock trades on the American Stock Exchange, or Amex. We cannotassure you that we will be able to maintain our listing on Amex or any otherestablished trading market. Among other things, Amex has considerable discretionwith respect to listing standards, which include qualitative and quantitativecriteria, some of which are beyond our control. Further, in the event that weform a liquidating trust, we expect that we would de-list from the Amex.

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Wecannot assure you that we will be able to maintain our listing on Amex, orpredict the degree to which an involuntary delisting would harm our businessand the value of your investment. If our common stock were to be de-listed fromAmex, either as a result of voluntarily action by us or by Amex because we nolonger meet the Amex listing standards, it could severely limit the liquidityof the common stock and your ability to sell our securities in the secondarymarket.

***We and our subsidiary, GTA-IB LLC, expect to incursignificant compliance costs relating to the Exchange Act and Sarbanes-OxleyAct.***

We andour subsidiary, GTA-IB, LLC, are required to comply with the reportingrequirements of the Exchange Act as they apply to non-accelerated filers. Assuch, both entities must timely file Quarterly Reports on Form 10-Q,Annual Reports on Form 10-K and Current Reports on Form 8-K, among otheractions. Further, recently enacted and proposed laws, regulations and standardsrelating to corporate governance and disclosure requirements applicable topublic companies, including the Sarbanes-Oxley Act and new SEC regulations haveincreased the costs of corporate governance, reporting and disclosure practiceswhich are now required of us and of GTA-IB. We were formed prior to theenactment of these new corporate governance standards, and as a result, we didnot have all necessary procedures and policies in place at the time of theirenactment. Our efforts to comply with applicable laws and regulations,including requirements of the Exchange Act and the Sarbanes-Oxley Act, areexpected to involve significant, and potentially increasing, costs. Costs incurredin complying with these regulations may reduce the amount of cashavailable for liquidating distributions.

TheSarbanes-Oxley Act and related laws, rules and regulations create legalbases for administrative enforcement, civil and criminal proceedings against usin case of non-compliance, thereby increasing our risk of liability andpotential sanctions. Costs incurred in defending against any such actions orproceedings, and any liability or sanctions incurred in connection with suchactions or proceedings, could negatively affect the amount of cash availablefor liquidating distributions.

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