UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)



for the quarterly period ended: June 30, 2005



for the transition period
from                             to

Commission File Number 333-120538

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GTA-IB, LLC(Exact name of registrant as specified in its charter)

|Florida                                                        |  | 05-0546226                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

36750 US 19 N., Palm Harbor, Florida 34684(Address of principal executive offices) (Zip Code)

(727) 942-2000(Registrant's telephone number, including area code)

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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 report(s) and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

Issuer has no common stock subject to this report.



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GTA-IB, LLC

FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

INDEX

|                                 |  |                                                                                                                                        |  | Page
|-------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I.    FINANCIAL INFORMATION |  |                                                                                                                                       
|Item 1.                          |  | Financial Statements                                                                                                                   |  |     
|                                 |  | Condensed Combined Balance Sheets as of June 30, 2005 (unaudited) and December 31, 2004                                                |  | 3   
|                                 |  | Condensed Combined Statements of Operations and Member's Deficit (unaudited) for the Three and Six Months Ended June 30, 2005 and 2004 |  | 4   
|                                 |  | Condensed Combined Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2005 and 2004                                |  | 5   
|                                 |  | Notes to Condensed Combined Financial Statements (unaudited)                                                                           |  | 6   
|                                 |  | Rental Pool Lease Operation Condensed Financial Statements and Note                                                                    |  | 13  
|Item 2.                          |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                  |  | 19  
|Item 3.                          |  | Quantitative and Qualitative Disclosures About Market Risk                                                                             |  | 32  
|Item 4.                          |  | Controls and Procedures                                                                                                                |  | 32  
|PART II.    OTHER INFORMATION    |  |                                                                                                                                       
|Item 1.                          |  | Legal Proceedings                                                                                                                      |  | 33  
|Item 2.                          |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                            |  | 36  
|Item 3.                          |  | Defaults upon Senior Securities                                                                                                        |  | 36  
|Item 4.                          |  | Submission of Matters to a Vote of Security Holders                                                                                    |  | 36  
|Item 5.                          |  | Other Information                                                                                                                      |  | 36  
|Item 6.                          |  | Exhibits and Reports on Form 8-K                                                                                                       |  | 36  
|Signatures                       |  | 38                                                                                                                                    
|Exhibit Index                    |  |                                                                                                                                       

Cautionary Note Regarding Forward-Looking Statements

The following report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are statements that predict or describe future events or trends and that do not
relate solely to historical matters. All of our projections in this quarterly report are forward-looking statements. You can generally identify forward-looking statements as statements containing the
words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions. Certain factors that might cause such a difference include the following:
changes in general economic conditions; changes in rental pool participation by the current condominium owners; our ability to continue to operate the Resort under our management contracts; and the
resale of condominiums to owners who elect neither to participate in the rental pool nor to become club members. You should not place undue reliance on our forward-looking statements because the
matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the
limited information currently available to us and speak only as
of the date on which this report was filed with the SEC. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking
statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our
expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the
Resort with any certainty. Accordingly, our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations
or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or
implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

2

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GTA-IB, LLC        CONDENSED COMBINED BALANCE SHEETS        AS OF JUNE 30, 2005 AND DECEMBER 31, 2004        (in thousands)

|                                        |  | June 30,
2005 |        | December 31,
2004 |  
|--------------------------------------- |  | ------------- | ------ | ----------------- | -
|
|Assets                                  |  |               |        |                   |  
|Current assets                          |  | $             | 7,733  |                   | $
|Intangibles, net                        |  |               | 17,667 |                   |  
|Property and equipment, net             |  |               | 28,864 |                   |  
|Other assets                            |  |               | 2,442  |                   |  
|                                        |  |               |        |                   |  
|Total Assets                            |  | $             | 56,706 |                   | $
|                                        |  |               |        |                   |  
|Liabilities                             |  |               |        |                   |  
|Current liabilities                     |  | $             | 8,588  |                   | $
|Long-term debt, less current maturities |  |               | 41,937 |                   |  
|Other long term liabilities             |  |               | 9,533  |                   |  
|                                        |  |               |        |                   |  
|Total Liabilities                       |  |               | 60,058 |                   |  
|Commitments and Contingencies           |  |               |        |                   |  
|Member's Deficit                        |  |               | (3,352 | )                 |  
|                                        |  |               |        |                   |  
|Total Liabilities and Member's Deficit  |  | $             | 56,706 |                   | $
|                                        |  |               |        |                   |  

See
accompanying notes to condensed combined financial statements.

3

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GTA-IB, LLC        CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (in thousands) (unaudited)

|                                                                         |                               | Three Months
Ended June 30,
2005 |        | Three Months
Ended June 30,
2004
(Predecessor Basis) |        | Six Months
Ended June 30,
2005 |       | Six Months
Ended June 30,
2004
(Predecessor Basis) |       
|------------------------------------------------------------------------ | ----------------------------- | -------------------------------- | ------ | ---------------------------------------------------- | ------ | ------------------------------ | ----- | -------------------------------------------------- | ------
|Revenues                                                                 |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|                                                                         | Hotel                         |                                  | $      | 3,452                                                |        | $                              | 2,697 |                                                    | $     
|                                                                         | Food and beverage             |                                  |        | 2,816                                                |        |                                | 2,645 |                                                    |       
|                                                                         | Golf                          |                                  |        | 3,392                                                |        |                                | 2,898 |                                                    |       
|                                                                         | Other                         |                                  |        | 1,064                                                |        |                                | 1,196 |                                                    |       
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|                                                                         |                               | Total revenues                   |        |                                                      | 10,724 |                                |       | 9,436                                              |       
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Expenses                                                                 |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|                                                                         | Hotel                         |                                  |        | 3,030                                                |        |                                | 2,490 |                                                    |       
|                                                                         | Food and beverage             |                                  |        | 1,968                                                |        |                                | 2,062 |                                                    |       
|                                                                         | Golf                          |                                  |        | 1,823                                                |        |                                | 1,977 |                                                    |       
|                                                                         | Other                         |                                  |        | 2,621                                                |        |                                | 2,235 |                                                    |       
|                                                                         | General and administrative    |                                  |        | 1,067                                                |        |                                | 1,305 |                                                    |       
|                                                                         | Depreciation and amortization |                                  |        | 537                                                  |        |                                | 702   |                                                    |       
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|                                                                         |                               | Total expenses                   |        |                                                      | 11,046 |                                |       | 10,771                                             |       
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Operating income (loss)                                                  |                               |                                  | (322   | )                                                    |        | (1,335                         | )     |                                                    | 1,902 
|Interest expense, net                                                    |                               |                                  | 375    |                                                      |        | 2,351                          |       |                                                    | 814   
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Net income (loss)                                                        |                               |                                  | (697   | )                                                    |        | (3,686                         | )     |                                                    | 1,088 
|Preferred dividends                                                      |                               |                                  |       |                                                      |        | (64                            | )     |                                                    |      
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Income (loss) available (attributable) to Member and Common Shareholders |                               |                                  | (697   | )                                                    | $      | (3,750                         | )     |                                                    | 1,088 
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Member's deficit, beginning of period                                    |                               |                                  | (2,655 | )                                                    |        |                                |       |                                                    | (4,440
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       
|Member's deficit, end of period                                          |                               | $                                | (3,352 | )                                                    |        |                                |       | $                                                  | (3,352
|                                                                         |                               |                                  |        |                                                      |        |                                |       |                                                    |       

See
accompanying notes to condensed combined financial statements.

4

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GTA-IB, LLC        COMBINED CONDENSED STATEMENTS OF CASH FLOWS FOR THE        SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (in thousands) (unaudited)

|                                                                                         |                                                           | Six Months
Ended June 30,
2005            |       | Six Months
Ended June 30,
2004
(Predecessor Basis) |      
|---------------------------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------- | ----- | -------------------------------------------------- | -----
|Cash flows from operating activities:                                                    |                                                           |                                           |       |                                                    |      
|Net income (loss)                                                                        |                                                           | $                                         | 1,088 |                                                    | $    
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                           |                                           |       |                                                    |      
|                                                                                         | Depreciation and amortization                             |                                           |       | 1,994                                              |      
|                                                                                         | Provision for bad debts                                   |                                           |       |                                                   |      
|                                                                                         | Non-cash interest                                         |                                           |       | 616                                                |      
|                                                                                         | Other changes in operating assets and liabilities         |                                           |       | (1,282                                             | )    
|                                                                                         |                                                           |                                           |       |                                                    |      
|                                                                                         |                                                           | Net cash provided by operating activities |       |                                                    | 2,416
|Cash flows used in investing activities:                                                 |                                                           |                                           |       |                                                    |      
|                                                                                         | Purchases of property and equipment                       |                                           |       | (450                                               | )    
|Cash flows used in financing activities:                                                 |                                                           |                                           |       |                                                    |      
|                                                                                         | Repayment of long-term debt and capital lease obligations |                                           |       | (545                                               | )    
|                                                                                         |                                                           |                                           |       |                                                    |      
|Net increase in cash                                                                     |                                                           |                                           | 1,421 |                                                    |      
|Cash and cash equivalents, beginning of period                                           |                                                           |                                           | 1,832 |                                                    |      
|                                                                                         |                                                           |                                           |       |                                                    |      
|Cash and cash equivalents, end of period                                                 |                                                           | $                                         | 3,253 |                                                    | $    
|                                                                                         |                                                           |                                           |       |                                                    |      
|Supplemental Cash Flow Information:                                                      |                                                           |                                           |       |                                                    |      
|Cash paid for interest                                                                   |                                                           | $                                         | 212   |                                                    | $    
|                                                                                         |                                                           |                                           |       |                                                    |      
|Non-cash financing and investing activities:                                             |                                                           |                                           |       |                                                    |      
|Assets acquired through capital leases                                                   |                                                           | $                                         | 416   |                                                    | $    
|                                                                                         |                                                           |                                           |       |                                                    |      
|Preferred stock dividend liability to Golf Hosts, Inc                                    |                                                           | $                                         |      |                                                    | $    
|                                                                                         |                                                           |                                           |       |                                                    |      

See
accompanying notes to condensed combined financial statements.

5

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GTA-IB, LLC        FORM 10-Q        NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (in
thousands) (unaudited)

1.     Innisbrook Resort Ownership and Operations

GTA-IB, LLC (the "Company") is owned by GTA-IB Golf Resort, LLC, which in turn is 100% owned by Golf Trust of America, L.P., (the
"Lender", "Our Parent", or "GTA, LP"). Golf Trust of America, Inc. owns 99.6% of GTA, LP. The remaining 0.4% of GTA, LP is owned by its one remaining limited partner. The Lender is an operating
partnership of Golf Trust of America, Inc. ("GTA"). Golf Host Resorts, Inc. ("GHR", "the predecessor" or "the former borrower"), an entity affiliated with Starwood Capital Group LLC, is
the former owner of the Westin Innisbrook Golf Resort ("the Resort") and the former borrower under a participating mortgage loan funded by the Lender. This participating mortgage loan was secured by
the Resort, cash, undeveloped land at the Resort and 368,365 shares of GTA's common stock. The Resort is a 72-hole destination golf and conference facility located near Tampa, Florida.

The
Company entered into a Settlement Agreement dated July 15, 2004 (the "Settlement Agreement") with the Lender and GHR, Golf Hosts, Inc., Golf Host
Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the
$79 million loan made by the Lender to GHR in
June 1997. As part of the Settlement Agreement, the Company took ownership of the Resort on July 15, 2004. In connection with the Settlement Agreement, the Company entered into a
management agreement with Westin Management Company South, or Westin, providing for Westin's management of the Resort, and Westin and Troon Golf, LLC ("Troon") entered into a facility management
agreement providing for Troon's management of the golf facilities at the Resort.

The
Lender had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort known as Parcel F. This agreement,
known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement Agreement. The
Parcel F Development Agreement provides for the terms and conditions under which Parcel F may be developed, including restrictions on the owner designed to avoid interference with the
ongoing operations of the Resort.

In
connection with the Settlement Agreement, the Company assumed control and operation of the Resort Rental Pool Lease Operations at the Resort (the "Rental Pool") which were previously
operated and controlled by GHR. On a year-to-year basis, approximately 500 of the 938 condominium units at the Resort are leased by the Company from the condominium owners and
used as hotel accommodations for the Resort pursuant to rental pool lease arrangements. The Company is the lessee under the lease operation agreements, which provide for the distribution of a
percentage of room revenues to participating condominium owners. The operations under this arrangement are referred to as the Rental Pool.

GTA
is presently in the process of liquidating pursuant to a plan of liquidation approved by the stockholders of GTA on May 22, 2001. In that regard, GTA has received several bids
for the Resort and is in the process of evaluating the same with its financial advisor. The sale of the Resort will be subject to completion of due diligence by the buyer, approval of a Special
Committee comprised of the independent members of the Board of Directors of GTA, receipt of a fairness opinion from GTA's advisor, execution of an asset purchase agreement and satisfaction of all
closing conditions.

6

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Operations and Liquidity

As of June 30, 2005, the Company's working capital position is a deficit of approximately $855 and the member deficit is $3,352. Although the Company
reported net income of approximately $1,088 for the six months ended June 30, 2005, the Company continues to experience seasonal fluctuations in the Company's net working capital position.
Seasonality impacts the Company's liquidity in that there is more available cash during the winter months, specifically in the first quarter, while cash becomes very limited in the late summer months.
In July 2004, after the Company took possession of the Resort, the Company received a cash infusion of $2,000 from its Parent to support working capital needs. The
proceeds of this loan have been fully expended by the manager of the Resort to support operational expenses. Generally, the Company's only source of cash is from any profitable operations of the
Resort. While the financial performance of the Resort is showing signs of recovery to date in 2005, it does not appear from the projections provided by the asset manager that the operational cash flow
capacity of the Resort will permit the Resort to reestablish its self-sufficiency in the near term. Further, the Resort's credit capacity is limited. The Company has requested a further
cash infusion from the Company's Parent which it expects to receive in the near term; however, there can be no assurances as to the specific timing or amount of any such cash infusion from the
Company's Parent.

On
April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance with the State of
Florida Office of the Attorney General, or "the Assurance." The agreement provides, among other things, that for a period of two years Starwood will not charge certain automatic fees to guests at
certain hotels that are owned or managed by Starwood, including the Resort, and that the State of Florida Office of the Attorney General will release Starwood hotel owners and franchisees from certain
claims and liability relating to these automatic fees. Although the Company is not a party to the agreement, our results of operations could be affected as a result of the reduction or elimination of
these automatic fees charged at the Resort. The Resort Manager, Westin, is continuing to analyze how to mitigate the potential impact on the Resort's future operating results. See further discussion
in Note 10 below.

2.     Basis of Presentation

Because the core business operations of the Resort did not materially change with the change in ownership, the combined statements of operations of the
predecessor owner for the three and six months ended June 30, 2004 are reflected for comparative purposes only. The predecessor's basis for its assets and liabilities was historical cost less
applicable depreciation and amortization.

The
settlement, described in note 1 above, was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting Standards
("SFAS") No. 141, Business Combinations. Accordingly, the Company, with the assistance of our independent financial advisor, has stated the tangible and identified intangible assets of the
Resort at their respective fair values. The long-term liabilities of the Resort are stated at their fair value based on a net present value calculation.

Principles of Combination

The financial statements and footnotes reflect the combined financial results of GTA-IB, LLC, GTA-IB Condominium, LLC and
GTA-IB Management, LLC. These legal entities are all wholly owned subsidiaries of an affiliate of Golf Trust of America, Inc. GTA-IB Condominium, LLC holds the title to
three condominium units that participate in the rental pool of GTA-IB, LLC. GTA-IB Management, LLC is the entity that employs substantially all of the employees working at the
Resort. There are no other operations of GTA-IB Condominium, LLC and GTA-IB Management, LLC. GTA-IB, LLC holds title to the Resort and is the entity in which all of
the Resort operations are recorded. All intercompany transactions and account balances have been eliminated in combination.

7

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Interim Statements

The accompanying condensed combined financial statements have been prepared in accordance with (i) accounting principles generally accepted in the United
States of America ("GAAP") and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements have not been audited
by an independent registered accounting firm, however, they include adjustments (consisting of normal recurring adjustments) which are, in the judgment of management, necessary for a fair presentation
of financial condition, results of operations and cash flows for the interim periods presented. However, these results are not necessarily indicative of results for any other interim period or for the
full year. In particular, it is important to note that our business is seasonal.

Certain
information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted as allowed in quarterly reports by the rules of the SEC.
Our management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but also believes that these
statements should be read in conjunction with the summary of significant accounting policies and notes to the combined financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2004.

3.     Property and Equipment

Property and equipment consists of the following:

June 30,
2005

December 31,
2004(unaudited)Land

$
1,968

$
1,968Buildings


14,625


14,524Golf course improvements


7,473


7,436Machinery and equipment


5,995


5,249Construction work in process


162


30,223


29,357Less accumulated depreciation and amortization


1,359


606$
28,864

$
28,751


At
June 30, 2005, machinery and equipment includes certain equipment with a net book value of $1,237 that is recorded under capital leases. Depreciation expense amounted to
approximately $349 and $600 for the three months ended June 30, 2005 and 2004, respectively, and $753 and $1,064 for the six months ended June 30, 2005 and 2004, respectively.

4.     Intangibles and Other Assets

Intangible assets represent the value of the following that existed at July 15, 2004: the trademark and tradename of "Innisbrook"; the Rental Pool; the
guest room bookings; the club memberships; and the water contract that provides irrigation water for the golf courses at no charge up to certain

8

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specified
levels. The intangible assets are being amortized over the specific term or benefit period of each related contract.

|Intangible Assets             |  | Amortization Period                |       | June 30,
2005 |        | December 31,
2004
|----------------------------- |  | ---------------------------------- | ----- | ------------- | ------ | -----------------
|
|Water Contract                |  | None since renewable in perpetuity |       | $             | 2,300  |                  
|Rental Pool                   |  | 89.5 months                        |       |               | 9,870  |                  
|Guest Bookings                |  | Less than 24 months                |       |               | 1,100  |                  
|Club Memberships              |  | 144 months                         |       |               | 4,400  |                  
|Trade Name                    |  | None since renewable in perpetuity |       |               | 2,500  |                  
|                              |  |                                    |       |               |        |                  
|                              |  |                                    |       |               | 20,170 |                  
|Less accumulated amortization |  |                                    | 2,503 |               |        | 1,262            
|                              |  |                                    |       |               |        |                  
|                              |  |                                    |       | $             | 17,667 |                  
|                              |  |                                    |       |               |        |                  

Amortization
expense amounted to approximately $518 and $477 for the three months ended June 30, 2005 and 2004, respectively, and $1,241 and $954 for the six months ended
June 30, 2005 and 2004, respectively. Of these amounts, approximately $330 and $216 for the three months ended June 30, 2005 and 2004, respectively, and $661 and $523 for the six months
ended June 30, 2005 and 2004, respectively, are included in hotel expenses and are not included in depreciation and amortization in the Statements of Operations. The intangible assets of the
predecessor owner consisted of the rental pool refurbishment asset and the management agreement between Westin and the predecessor owner, which was amortized over twenty years on a
straight-line basis.

Other
assets include our interest in the net proceeds from the sale of Parcel F which we estimate to be $2,200 (see Note 1). Also included in other assets are certain
design fees for the refurbishment program of $242 and $255 as of June 30, 2005 and December 31, 2004, respectively. We will be reimbursed for these design fees by the Rental Pool
participants in the form of a deduction from the quarterly rental pool refurbishment payments.

5.     Current Liabilities

Current liabilities consist of the following:

June 30,
2005

December 31,
2004(unaudited)Accounts payable

$
2,048

$
2,968Accrued payroll costs


1,363


1,147Other payables and accrued expenses


1,720


1,628Deposits and deferred revenue


2,298


2,248Current portion of capital leases


341


267Current portion of refurbishment liability


818


727$
8,588

$
8,985


9

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6.     Long-Term Debt

Long-term debt consists of the following:

June 30,
2005

December 31,
2004(unaudited)Non-interest bearing mortgage note due to the Company's Parent, maturing on June 19, 2027

$
39,240

$
39,240Advances from the Company's Parent, net


1,926


1,926Capital leases


771


612$
41,937

$
41,778


See
Note 1 for additional discussion concerning the change in ownership of the Resort. The original participating mortgage notes were reduced by an amendment to those notes once
the collateral (the Resort) was transferred to the Company. The amendment also provided that the note would be non-interest bearing effective upon the transfer of ownership of the Resort
to the Company. The fair value of the note was deemed to be $39,240 and the amendment to the loan agreement reflects that value.

7.     Other Long-Term Liabilities

Master Lease Refurbishment Obligation

On July 16, 2004, the Company recorded a liability of $4,532 for the Master Lease Agreement refurbishment program. This liability represents the Company's
obligation to pay the various participants in the Rental Pool 50% of the costs to refurbish their respective units, at the net present value (calculated at a discount rate of 15%) of the total
principal payments of $7,273. Principal
payments are due quarterly over the repayment period of the program, beginning with the first quarter of 2005 and ending with the fourth quarter of 2009. Interest on this liability accrues at a rate
of 5% and is paid quarterly. Amortization of the discount is charged to interest expense ratably over the period through 2009. The amortization charged to interest expense for the three and six months
ended June 30, 2005 is $180 and $415, respectively. The net present value of this liability is $4,652 and $4,600 as of June 30, 2005 and December 31, 2004, respectively, of which
$818 and $727 is included in current liabilities (see Note 5).

The
corresponding benefit from the Master Lease Agreement refurbishment program is included in the valuation of the rental pool intangible asset which is amortized over the term of the
current master lease agreement which expires in 2011. Minimum undiscounted principal payments on the refurbishment program are as follows:

Year

Amount2005 (July 1 through December 31)

$
3642006


1,0912007


1,4552008


1,8182009


2,182Total

$
6,910


Westin Termination Fee

The July 15, 2004 management agreement that the Company executed with Westin provides for the payment of a termination fee to Westin of $5,900, subject to
the terms and conditions set-forth in that

10

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agreement.
If not earlier terminated, the Management Agreement will expire on December 31, 2017. The termination fee is reduced $0.365 for each day that elapses from the effective date until
the termination date; provided, however, that the termination fee shall not be reduced to less than $5,500. The obligation, which is included in other long-term liabilities on the balance
sheet, was recorded at its net present value on July 16, 2004 of $4,631 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the
period through December 31, 2006. The amortization charged to interest expense for the three and six months ended June 30, 2005 is $88 and $176, respectively. The net present value of
this liability is $4,971 and $4,794 as of June 30, 2005 and December 31, 2004, respectively.

Troon Supplemental Fee

The July 15, 2004 facility management agreement executed with Troon provides for the payment by us to Troon of a supplemental fee, subject to the terms and
conditions set forth in that facility management agreement, of $800. If not earlier terminated, the facility management agreement will expire in July 15, 2009. The obligation was recorded at
its net present value on July 16, 2004. The net present value on that date was $682 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably
over the period through December 31, 2006. The amortization charged to interest expense for the three and six months ended June 30, 2005 is $12 and $24, respectively. The net present
value of this liability is $728 and $704 as of June 30, 2005 and December 31, 2004, respectively.

8.     Commitments and Contingencies

The Company is subject to claims and lawsuits in the normal course of operations, which currently include claims filed in July 2005 by a former employee of
Golf Host Securities, Inc., a subsidiary of our parent, with the Occupational Safety and Health Administration, or OSHA, the Equal Opportunity Employment Commission, or the EEOC, the National
Association of Securities Dealers, Inc., or NASD, and the Florida Division of Real Estate, or FDRE. Management does not believe that the ultimate resolution of such matters will materially
impair operations or have an adverse effect on our financial position and results of operations.

Employee Benefit Plans

The Company maintains a defined contribution Employee Thrift and Investment Plan, which provides retirement benefits for all eligible employees who have elected
to participate. Employees must fulfill a 90-day service requirement to be eligible. The Company currently matches one half of the first 6% of an employee's contribution. Our contributions
approximated $51 and $47 for the three months ended June 30, 2005 and 2004, respectively, and $98 and $88 for the six months ended June 30, 2005 and 2004, respectively.

Westin Management Company South and Troon Golf, LLC.

The Company's July 15, 2004 management agreement with Westin provides that Westin will manage the Resort for a fee equal to 2.2% of the Resort's gross
revenue. Contemporaneously with the signing of that agreement, Westin entered into a management contract with Troon providing for Troon to manage the golf facilities of the Resort for a fee equal to
2% of the Resort's gross golf revenue. The Westin and Troon management fees are paid monthly. The agreements also provide for the opportunity to earn supplemental fees based on financial performance.
Our management agreement with Westin will terminate on December 31, 2017, unless it is earlier terminated pursuant to its terms. Troon's contract with Westin will terminate on July 15,
2009 unless earlier terminated pursuant to its terms.

11

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For
the three and six months ended June 30, 2005 and 2004, the payments made to Westin and Troon under their respective management agreements are reflected in the table below:
Westin

Three months ended June 30,

Six months ended June 30,2005

2004

2005

2004Payments made to:Westin

$
231

$
135

$
559

$
310Troon


68


61


161


164Total

$
299

$
196

$
720

$
474


Land Use Lawsuit

On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, the Company filed a Motion to
Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs (the "Plaintiffs") vs. Pinellas County,
Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants (the "Defendants"), Case No. 043388CI-15 (the "Land Use Lawsuit"). The Plaintiffs have filed a multi-count
complaint seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. The Company refers to this complaint as the
Complaint. Parcel F is a parcel of land located within the Company's Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed
within the Resort property. On March 29, 2005 the Company filed a Motion to Intervene as a defendant in the Land Use Lawsuit in order to protect the Company's property, and the Company's land
use and development rights with respect to Parcel F and its property. A hearing on the Motion to Intervene was held on April 4, 2005 after which the court granted the Company's Motion.
On April 5, 2005, the Company joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the Complaint. The court granted the Motion to Dismiss on
April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's
Association, Inc. moved to intervene in the Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit was filed by James M. and Mary H.
Luckey and Andrew J. and Aphrodite B. McAdams. That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of
Parcel F. This suit was consolidated with the Land Use Lawsuit on May 3, 2005. After May 6, 2005 the Company filed a Motion to Dismiss the Lucky suit. The motion was heard by the
Court on May 31, 2005. Since that hearing, the Company has filed our Answer and Affirmative Defenses to both complaints that have been filed in the consolidated action. On August 3, 2005
a case management conference was held before the Court. At that hearing, the Court scheduled a hearing on the defense motions for summary judgment for August 30, 2005 and a trial starting
December 12, 2005. As an intervenor, the Company will seek to obtain a ruling from the court which preserves and protects the Company's property, and the Company's land use and
development rights with respect to Parcel F and its property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general.

10.   Subsequent Events

On August 9, 2005, in a matter related to the Assurance (see Note 1 above), we executed a settlement election form which formalized our willingness
to participate in Starwood's negotiated Automatic Hotel Charges Settlement regarding the settlement of class action law suits filed by private plaintiffs against Starwood for charging certain
automatic fees to its guests. Based upon information known to us at this time, we do not believe that our participation in this settlement will have a material adverse impact on our financial results.

On
August 10, 2005, the Company and the Lender entered into an amendment to the Parcel F Development Agreement which Our Parent believes will allow Our Parent to better manage the
location of the Parcel F access road and also adds the Company as a party to the Parcel F Development Agreement.

12

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INNSBROOK RENTAL POOL LEASE OPERATION        CONDENSED BALANCE SHEETS        AS OF JUNE 30, 2005 AND DECEMBER 31, 2004        (in thousands)

|                                            |                                                  | June 30,
2005                                     |   | December 31,
2004
|------------------------------------------- | ------------------------------------------------ | ------------------------------------------------- | - | -----------------
|
|DISTRIBUTION FUND                          
|Assets                                      |                                                  |                                                   |   |                  
|                                            | Receivable from GTA-IB, LLC for distribution     |                                                   | $ | 1,237            
|                                            | Interest receivable from maintenance escrow fund |                                                   |   | 15               
|                                            |                                                  |                                                   |   |                  
|                                            |                                                  | Total assets                                      |   | $                
|                                            |                                                  |                                                   |   |                  
|Liabilities                                 |                                                  |                                                   |   |                  
|                                            | Due to participants for distribution             |                                                   | $ | 875              
|                                            | Due to maintenance escrow fund                   |                                                   |   | 377              
|                                            |                                                  |                                                   |   |                  
|                                            |                                                  | Total liabilities                                 |   | $                
|                                            |                                                  |                                                   |   |                  
|MAINTENANCE ESCROW FUND                    
|Assets                                      |                                                  |                                                   |   |                  
|                                            | Cash and cash equivalents                        |                                                   | $ | 322              
|                                            | Short-term investments                           |                                                   |   | 1,710            
|                                            | Receivable from distribution fund                |                                                   |   | 377              
|                                            | Inventory                                        |                                                   |   | 1                
|                                            | Interest receivable                              |                                                   |   | 14               
|                                            |                                                  |                                                   |   |                  
|                                            |                                                  | Total assets                                      |   | $                
|                                            |                                                  |                                                   |   |                  
|Liabilities and participants' fund balances |                                                  |                                                   |   |                  
|                                            | Accounts payable                                 |                                                   | $ | 11               
|                                            | Construction retainage                           |                                                   |   | 7                
|                                            | Interest payable to distribution fund            |                                                   |   | 15               
|                                            | Carpet care reserve                              |                                                   |   | 53               
|                                            | Participants' fund balances                      |                                                   |   | 2,338            
|                                            |                                                  |                                                   |   |                  
|                                            |                                                  | Total liabilities and participants' fund balances |   | $                
|                                            |                                                  |                                                   |   |                  

See
accompanying notes to these condensed financial statements.

13

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INNISBROOK RENTAL POOL LEASE OPERATION        CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES        FOR THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (in
thousands) (unaudited)

|                             |                                                              | Three months
ended June 30, |   | Six months
ended June 30, |  
|---------------------------- | ------------------------------------------------------------ | --------------------------- | - | ------------------------- | -
|
|DISTRIBUTION FUND            |                                                             
|Balance, beginning of period |                                                              | $                           |  |                           | $
|Additions:                   |                                                              |                             |   |                           |  
|                             | Amounts available for distribution                           |                             |   | 1,237                     |  
|                             | Interest received or receivable from Maintenance Escrow Fund |                             |   | 15                        |  
|Reductions:                  |                                                              |                             |   |                           |  
|                             | Amounts withheld for Maintenance Escrow Fund                 |                             |   | (377                      | )
|                             | Amounts accrued or paid to participants                      |                             |   | (875                      | )
|                             |                                                              |                             |   |                           |  
|Balance, end of period       |                                                              | $                           |  |                           | $
|                             |                                                              |                             |   |                           |  

See
accompanying notes to these condensed financial statements.

14

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INNISBROOK RENTAL POOL LEASE OPERATION        CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004    
(in thousands) (unaudited)

|                             |                                                                 | Three months
ended June 30, |       | Six months
ended June 30, |  
|---------------------------- | --------------------------------------------------------------- | --------------------------- | ----- | ------------------------- | -
|
|MAINTENANCE ESCROW FUND      |                                                                
|Balance, beginning of period |                                                                 | $                           | 2,197 |                           | $
|Additions:                   |                                                                 |                             |       |                           |  
|                             | Amounts withheld from occupancy fees                            |                             |       | 377                       |  
|                             | Interest earned                                                 |                             |       | 15                        |  
|                             | Charges to participants to establish or restore escrow balances |                             |       | 134                       |  
|Reductions:                  |                                                                 |                             |       |                           |  
|                             | Maintenance charges                                             |                             |       | (299                      | )
|                             | Carpet care reserve deposit                                     |                             |       | (16                       | )
|                             | Interest accrued or paid to Distribution Fund                   |                             |       | (15                       | )
|                             | Refunds to participants pursuant to the Master Lease Agreements |                             |       | (55                       | )
|                             |                                                                 |                             |       |                           |  
|Balance, end of period       |                                                                 | $                           | 2,338 |                           | $
|                             |                                                                 |                             |       |                           |  

See
accompanying notes to these condensed financial statements.

15

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INNISBROOK RENTAL POOL LEASE OPERATION        CONDENSED STATEMENTS OF OPERATIONS        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (in thousands) (unaudited)

|                                           |                                        | Three months
ended June 30, |        | Six months
ended June 30, |  
|------------------------------------------ | -------------------------------------- | --------------------------- | ------ | ------------------------- | -
|
|DISTRIBUTION FUND                          |                                       
|Gross revenue                              |                                        | $                           | 3,382  |                           | $
|                                           |                                        |                             |        |                           |  
|Deductions:                                |                                        |                             |        |                           |  
|                                           | Agents' commissions                    |                             |        | 119                       |  
|                                           | Credit card fees                       |                             |        | 78                        |  
|                                           | Professional fees                      |                             |        | 7                         |  
|                                           | Uncollectible room rents               |                             |        | 1                         |  
|                                           | Linen replacements                     |                             |        | 76                        |  
|                                           | Rental pool complimentary fees         |                             |        | 1                         |  
|                                           |                                        |                             |        |                           |  
|                                           |                                        |                             | 282    |                           |  
|                                           |                                        |                             |        |                           |  
|Adjusted gross revenue                     |                                        |                             | 3,100  |                           |  
|Amount retained by lessee                  |                                        |                             | (1,860 | )                         |  
|                                           |                                        |                             |        |                           |  
|Gross income distribution                  |                                        |                             | 1,240  |                           |  
|Adjustments to gross income distribution:  |                                        |                             |        |                           |  
|                                           | General pooled expense                 |                             |        | (1                        | )
|                                           | Corporate complimentary occupancy fees |                             |        | 5                         |  
|                                           | Interest                               |                             |        | (3                        | )
|                                           | Occupancy fees                         |                             |        | (401                      | )
|                                           | Advisory committee expenses            |                             |        | (52                       | )
|                                           |                                        |                             |        |                           |  
|Net income distribution                    |                                        |                             | 788    |                           |  
|Adjustments to net income distribution:    |                                        |                             |        |                           |  
|                                           | Occupancy fees                         |                             |        | 401                       |  
|                                           | Hospitality suite fees                 |                             |        | 4                         |  
|                                           | Westin Associate room fees             |                             |        | 44                        |  
|                                           |                                        |                             |        |                           |  
|Available for distribution to participants |                                        | $                           | 1,237  |                           | $
|                                           |                                        |                             |        |                           |  

See
accompanying notes to these condensed financial statements.

16

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INNISBROOK RENTAL POOL LEASE OPERATION        NOTE TO COMBINED CONDENSED FINANCIAL STATEMENTS        FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004        (unaudited)

1.     Rental Pool Lease Operations

The Company is a single-member limited liability company, wholly owned by GTA-IB Golf Resorts, LLC. GTA-IB Golf Resorts, LLC is itself a
wholly owned subsidiary of our parent, Golf Trust of America, L.P. There is no established market for the Company's membership interests. The preceding unaudited financial statements of the Rental
Pool are for the periods ended June 30, 2005 and 2004.

The
operation of the Rental Pool is tied closely to the Company's operations. The Rental Pool Master Lease Agreements provide for distribution of a percentage of our room revenues to
participating condominium owners.

The
Company is filing this report as the "successor issuer" to GHR pursuant to Rule 15d-5 promulgated under the Exchange Act, as described in the
Form 8-K that the Company filed on November 12, 2004. The condominium units allowing Rental Pool participation are deemed to be securities because of the rental pool feature
described above. However, there is no market for such securities other than the normal real estate market. Since the security is real estate, no dividends have been paid or will be paid. However, the
Rental Pool participants are entitled to a contractual distribution paid quarterly, as defined in the lease agreements, for our right to use the participants' condominium units in the Rental Pool.

The
Rental Pool consists of condominiums at the Resort, which are provided as Resort accommodations by their owners. The participants have entered into Annual Rental Pool Lease
Agreements, or ALA's, and either a Master Lease Agreement, or MLA, or a Guaranteed Distribution Master Lease Agreement, or GMLA, which defines the terms and conditions related to the leases with GHR,
the lessee. The ALA's expire at the end of each calendar year, and the GMLA will expire December 31, 2011.

Effective
January 1, 2002, GHR and the participants replaced the MLA, which expired on December 31, 2001, with a new Master Lease Agreement, or NMLA. The NMLA provides for
40% of the Adjusted Gross Revenues relating to the condominium Rental Pool, to be paid to the participants and the remaining 60% to be paid to GHR. In addition, GHR agreed, as part of the NMLA, to
reimburse Participants in the NMLA for up to 50% of the actual unit refurbishment costs, plus interest at 5% of the 50% of the refurbishment costs, beginning in 2002, so long as the minimum
participation threshold of 575 units is maintained and so long as the individual condominium unit owner has not removed the unit from the Rental Pool. The MLA, GMLA, NMLA and ALAs are referred to
collectively as the "Agreements." As GHR's successor under the Agreements, the Company is subject to GHR's obligations thereunder.

The
Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The balance sheets of the Distribution Fund primarily reflect amounts receivable from the Company (and
from GHR for periods prior to July 16, 2004) for the Rental Pool distribution payable to Participants and amounts due to the Maintenance Escrow Fund. The operations of the Distribution Fund
reflect Participants' earnings in the Rental Pool. The Maintenance Escrow Fund has no operations and its financial statements reflect the accounting for certain escrowed assets of the Participants.
The Maintenance Escrow Fund consists primarily of amounts escrowed by Participants or due from the Distribution Fund to meet escrow requirements, fund the carpet care reserve and maintain the interior
of the unit.

17

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GHR
had historically experienced recurring net losses and working capital deficiencies, which from time to time created substantial doubt about the former owner's ability to continue as
a going concern. The Company has assumed the predecessor owner's obligations under the Agreements in connection with the Settlement Agreement. As a result, the Company expects to experience some of
the same operational challenges experienced by GHR during the Resort's recovery from the economic downturn experienced during the past several years in the lodging industry. The continuation and
success of the Rental Pool is contingent upon the continuation of operations of the Resort. In turn, the success of the Resort operations is contingent upon the continued participation of Participants
in the Rental Pool. Sales of condominiums to purchasers who elect not to participate in the Rental Pool, an increase in the number of owners who opt to live in their condominiums rather than placing
them in the Rental Pool,
a shift by owners who are presently in the Rental Pool to rent those units through other means and any declines in the general economic condition of the destination resort industry will reduce the
likelihood that the Resort and the Company will be able to continue as going concerns.

18

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

We were formed on December 30, 2002 as a wholly-owned subsidiary of GTA-IB Golf Resort, LLC, which in turn is a wholly-owned subsidiary of Golf
Trust of America, LP. Golf Trust of America, LP is an operating partnership of Golf Trust of America, Inc., or GTA. Golf Host Resorts, Inc., or GHR, is the former owner of the Resort and the
former borrower under a $79 million participating mortgage loan funded by Golf Trust of America, LP in June 1997.

We
and Golf Trust of America, LP entered into a Settlement Agreement dated July 15, 2004, or the Settlement Agreement, with GHR, Golf Hosts, Inc., Golf Host
Management, Inc. and Golf Host Condominium, Inc. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the $79 million loan made
by Golf Trust of America, LP to GHR in June 1997. As part of the Settlement Agreement, we took ownership of the Resort effective at the close of business on July 15, 2004. Also in
connection with the Settlement Agreement, we entered into a management agreement with Westin providing for Westin's management of the Resort, and Westin and Troon entered into a facility management
agreement providing for Troon's management of the golf facilities at the Resort.

Golf
Trust of America, LP had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort known as Parcel F. This
agreement, known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement
Agreement. The Parcel F Development Agreement sets forth the terms and conditions under which Parcel F may be developed and includes restrictions on the owner of Parcel F designed
to avoid interference with the operations of the Resort. On August 10, 2005, we and Golf Trust of America, L.P. entered into an amendment to the Parcel F Development Agreement
which we believe will allow us to better manage the location of the Parcel F access road and adds us as a party to the Parcel F Development Agreement. A copy of that amendment is
included as Exhibit 10.8.3 to this Quarterly Report.

Results of Operations

For comparative purposes, the financial results of GHR, the predecessor owner, are included below for the three and six months ended June 30, 2004. While
the operations of the Resort have remained
substantially unchanged with respect to the recording of revenues and expenses, the financials of the predecessor owner include assets and liabilities at carrying values that differ from the carrying
values that we use; therefore, there can be no assurances that the comparative information provided below is not impacted to some degree by the change in the carrying values of the assets and
liabilities that occurred as of July 16, 2004 when we took possession of the Resort.

Forward Looking Statements

The following report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are statements that predict or describe future events or trends and that do not
relate solely to historical matters. All of our projections in this quarterly report are forward-looking statements. You can generally identify forward-looking statements as statements containing the
words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions. Certain factors that might cause such a difference include the following:
changes in general economic conditions; changes in rental pool participation by the current condominium owners; our ability to continue to operate the Resort under our management contracts; and the
resale of condominiums to owners who elect neither to participate in the rental pool nor to become club members. You should not place undue reliance on our forward-looking statements because the
matters they describe are subject to known (and unknown) risks, uncertainties and other

19

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unpredictable
factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this
report was filed with the SEC. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We
undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the
matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly,
our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever.
Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements,
and such differences might be significant and harmful to your interests.

Results of operations

Because the Resort is a destination golf resort, we believe it appeals to a different market than the market to which a stand-alone hotel located in a downtown
metropolitan area appeals. The Resort provides recreation, food and beverages to business meeting or group travelers, transient guests who
play golf and golf package purchasers and guests who bring their whole families. This profile makes the Resort's performance sensitive to weather conditions and seasonality. In particular, the Resort
has performed better in terms of revenue realized during the first six months of 2005 than during the first six months of 2004. We believe that this relative success is a result of improved sales and
marketing efforts directed towards improving group and transient business, in addition to increasing the golf package and membership sales at the Resort.

Utilization
of the resort facilities by facility type, results of operations and selected rental pool statistical data during the periods noted is as follows:

|                                  |               | Three Months Ended June 30, |        | Six Months Ended June 30, |       
|--------------------------------- | ------------- | --------------------------- | ------ | ------------------------- | ------
|
|Utilization of Resort facilities: |               |                             |        |                           |       
|Available room nights             |               | 54,489                      |        | 54,009                    |       
|                                  |               |                             |        |                           |       
|Actual room nights                |               |                             |        |                           |       
|                                  | Group         |                             | 16,640 |                           | 13,216
|                                  | Transient     |                             | 11,779 |                           | 8,864 
|                                  |               |                             |        |                           |       
|                                  |               | Total room nights           |        | 28,419                    |       
|                                  |               |                             |        |                           |       
|Food and beverage meals           |               | 107,630                     |        | 111,416                   |       
|                                  |               |                             |        |                           |       
|Golf rounds                       |               |                             |        |                           |       
|                                  | Resort guests |                             | 24,023 |                           | 21,074
|                                  | Member/guests |                             | 9,362  |                           | 10,017
|                                  |               |                             |        |                           |       
|                                  |               | Total golf rounds           |        | 33,385                    |       
|                                  |               |                             |        |                           |       

20

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|                                       |                               | Three Months Ended June 30, |        | Six Months Ended June 30, |       
|-------------------------------------- | ----------------------------- | --------------------------- | ------ | ------------------------- | ------
|
|Results of operations (in thousands):  |                               |                             |        |                           |       
|Revenues                               |                               |                             |        |                           |       
|                                       | Hotel                         |                             | $      | 3,452                     |       
|                                       | Food and beverage             |                             |        | 2,816                     |       
|                                       | Golf                          |                             |        | 3,392                     |       
|                                       | Other                         |                             |        | 1,064                     |       
|                                       |                               |                             |        |                           |       
|                                       |                               | Total revenues              |        |                           | 10,724
|                                       |                               |                             |        |                           |       
|Expenses                               |                               |                             |        |                           |       
|                                       | Hotel                         |                             |        | 3,030                     |       
|                                       | Food and beverage             |                             |        | 1,968                     |       
|                                       | Golf                          |                             |        | 1,823                     |       
|                                       | Other                         |                             |        | 2,621                     |       
|                                       | General and administrative    |                             |        | 1,067                     |       
|                                       | Depreciation and amortization |                             |        | 537                       |       
|                                       |                               |                             |        |                           |       
|                                       |                               | Total expenses              |        |                           | 11,046
|                                       |                               |                             |        |                           |       
|Operating income                       |                               |                             | (322   | )                         |       
|Interest expense, net                  |                               |                             | 375    |                           |       
|                                       |                               |                             |        |                           |       
|Net income (loss)                      |                               | $                           | (697   | )                         | $     
|                                       |                               |                             |        |                           |       
|Selected rental pool statistical data: |                               |                             |        |                           |       
|Average daily distribution             |                               | $                           | 22.70  |                           | $     
|                                       |                               |                             |        |                           |       
|Average room rate                      |                               | $                           | 133.05 |                           | $     
|                                       |                               |                             |        |                           |       
|Occupancy percentage                   |                               |                             | 52.2   | %                         |       
|                                       |                               |                             |        |                           |       
|Average number of available units      |                               |                             | 589    |                           |       
|                                       |                               |                             |        |                           |       

Three months ended June 30, 2005 and 2004.

During the second quarter of 2005, there were 6,339, or 28.7%, more occupied room nights than there were for the second quarter of 2004. The increase in occupied
room nights was due to 3,424, or 25.9%, in additional group room nights for the three month period ended June 30, 2005. The increase in group room nights was complemented by 2,915, or 32.9%, in
additional transient room nights for the three month period ended June 30, 2005 compared to the same period in the prior year. The transient segment is typically defined as room nights booked
that are not correlated to a related meeting or convention. These transient room nights often result from golf packages and Internet bookings, among others. The booking window for transient business
can be as narrow as 24 hours or less from the date of stay. Groups typically book no less than 120 days in advance and the larger groups typically book 16 to 18 months in advance.
In addition to improved marketing and public perceptions of our new ownership, the Resort installed high-speed Internet access in all of the rooms in October 2004, providing an
additional marketing aspect of the Resort. Current booking patterns for 2005 presently suggest that group business may be returning to the Resort. Booked group and conference room nights at the Resort
through December 31, 2005 have increased by approximately 6,577, or 13.7%, as compared to the same period last year.

The
effect of the increase in the occupied room nights and, specifically, group room nights with their significantly higher food and beverage spending, is reflected in the increase in
total revenue for the Resort for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The most significant increase in revenues at the Resort was in
the rooms department. That

21

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department
experienced an overall increase of approximately $755, or 28.0%, for the three months ended June 30, 2005, as compared to the same period in 2004. Food and beverage revenues
benefited from the overall increase in room nights in both the group and transient sectors. Overall, food and beverage revenue increased by approximately $171, or 6.5%, for the three months ended
June 30, 2005 as compared to the same period in 2004. As compared to the prior year, covers (meals) served decreased by 3,786, or 3.4%, down from the same three-month period in 2004. This
aggregate decrease in meals served was primarily attributed to the Resort's banquets, catering functions, room service and pool grill, with a decrease of approximately 10,274 covers, while the
Resort's on-site restaurants were up approximately 6,488 covers. Golf revenue increased approximately $494, or 17.0%, for the three months ended June 30, 2005 compared to the three
months ended June 30, 2004. The primary reason for this increase was the utilization of the specific golf-marketing fund to promote golf throughout the eastern United States. Golf
rounds and revenues were higher than the same period in the prior year by approximately 2,294 rounds. The number of rounds played in the three months ended June 30, 2005 was 33,385, compared to
31,091 in the same period of 2004. Golf revenue does not necessarily increase or decrease exactly in proportion to occupied room nights because golf revenue also includes member dues and fees and day
golf group fees, neither of which is directly related to occupied room nights. These increases were offset by a decrease in Other Revenue of approximately $132 primarily due to cancellation fees that
were recognized in 2004 while there have not been any significant group cancellation fees recognized in the three months ended June 30, 2005.

Wherever
possible, we endeavor to manage total operating expenses to insure that these expenses are minimized and bear a direct correlation to the room nights, food and beverage covers
and golf round demand. Aggregate total operating expenses do not generally increase or decrease on a one-to-one basis with respect to the total operating revenue because as a
Resort, the Resort must carry a minimum fixed operating staff and other support expenses at all times. In those operating departments where the variable costs can best be managed, we manage these
costs consistent with room, food and beverage and golf demand. Total Resort operating expenses, before depreciation and amortization and excluding the rental pool amortization included in hotel
operations, increased by approximately $440, or 4.4%, for the three month period ended June 30, 2005 as compared to the corresponding period in the prior year. This increase of 4.4% is
reflective of the increased total operating revenue of approximately 13.6% noted in the chart above, during the three-month comparative period.

Depreciation
and amortization expense, excluding the rental pool amortization included in hotel expenses, was approximately $537 and $702 for the three months ended June 30, 2005
and 2004, respectively. The net decrease in this expense is related to the change in the carrying value of the assets when we took title to the Resort on July 15, 2004, net of the addition of
depreciable assets in the basis of the property, plant and equipment and the intangible assets acquired subsequent to July 15, 2004. Our amortization expense, which excludes the rental pool
amortization expense, for the three months ended June 30, 2005 is significantly higher than the amortization expense, which also excludes the rental pool amortization expense, recorded by the
predecessor for the same period in the prior year
while depreciation expense was significantly lower. This significantly higher amortization expense, excluding the rental pool amortization expense, results from the various amortization terms dictated
by our specific contracts which are shorter than the 20 year period used by the predecessor owner of the Resort.

Interest
expense, net of interest income, which approximated $375 and $2,351 for the three months ended June 30, 2005 and 2004, respectively, reflects the accrual of the
predecessor owner's mortgage interest obligations to our parent. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was
amended to adjust the outstanding balance to $39,240. That note is now non-interest bearing.

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The
net loss for the three months ended June 30, 2005 was approximately $697, compared to a net loss for the three months ended June 30, 2004 of approximately $3,686.

During
the three months ended June 30, 2005, approximately $637 of the capital reserve funds were disbursed, of which of which $286 was used to pay lease payments on existing and
additional equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases and the balance was for various capital improvement
projects and replacements throughout the Resort.



During the six months ended June 30, 2005, there were 16,133, or 35.2%, more occupied room nights than there were during the first six months of 2004. The
increase in occupied room nights was due to 9,408, or 33.2%, in additional group room nights for the six-month period ended June 30, 2005. This increase in group room nights was
complemented by 6,725, or 38.6%, in additional transient room nights for the six month period ended June 30, 2005 compared to the same period in the prior year. The transient segment is
typically defined as room nights booked that are not correlated to a related meeting or convention. These transient room nights often result from golf packages and Internet bookings, among others.

The
effect of the increase in the occupied room nights and, specifically, group room nights with their significantly higher food and beverage spending, is reflected in the increase in
total revenue for the Resort for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The most significant increase in revenues at the Resort was in the
rooms department. That department
experienced an overall increase of approximately $2,286, or 35.5%, for the six months ended June 30, 2005, as compared to the same period in 2004. Food and beverage revenues benefited from the
overall increase in room nights in both the group and transient sectors. Food and beverage revenue increased by approximately $957, or 15.7%, for the six months ended June 30, 2005 as compared
to the same period in 2004. As compared to the prior year, covers served (meals) increased by approximately 21,668, or 9.5%, over the same six month period in 2004. This aggregate increase in meals
served was primarily driven by the Resort's on-site restaurants, with an increase of approximately 17,817 covers, while banquets, catering, room service and the pool grill were up
approximately 3,851 covers.

Golf
revenue increased approximately $1,189, or 17.3%, for the six months ended June 30, 2005 compared to the six months ended June 30, 2004. The primary reason for this
increase was the utilization of the Resort's specific golf marketing fund to promote golf throughout the eastern United States. Golf rounds were higher than the same period in the prior year by
approximately 5,228 rounds. The number of rounds played in the six months ended June 30, 2005 was 70,340, compared to 65,112 in the same period of 2004. The increase in Golf revenue for the six
months ended June 30, 2005 was offset by a decrease in Other revenue of approximately $104, primarily as a result of cancellation fees which were recognized in 2004. There have not been any
significant group cancellation fees recognized in the six months ended June 30, 2005. Golf revenue for the latter half of 2005 is expected to continue to exceed revenue booked in the same
period of the prior year due to the fact that the Resort currently has more tee time reservations for rounds to be played during the last five months of 2005 than the number of rounds that were
actually played during the last five months of 2004.

Wherever
possible, we endeavor to manage total operating expenses to insure that these expenses are minimized and bear a direct correlation to the room nights, food and beverage covers
and golf round demand. Aggregate total operating expenses do not generally increase or decrease on a one-to-one basis with respect to the total operating revenue because as a
Resort, the Resort must carry a minimum fixed operating staff and other support expenses at all times. In those operating departments where the variable costs can best be managed, we manage these
costs consistent with room, food and beverage and golf demand. Total Resort operating expenses, before depreciation and

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amortization
and excluding the rental pool amortization included in hotel operations, increased by approximately $2,250 or 10.9% for the six month period ended June 30, 2005 as compared to the
corresponding period in the prior year. This increase of 10.9% is reflective of the increased total operating revenue of approximately 19.8% noted in the chart above, during the six-month
comparative period.

Depreciation
and amortization expense, excluding the rental pool amortization included in hotel expenses, for the six months ended June 30, 2005 and 2004 was approximately $1,335
and $1,494, respectively. The net decrease in this expense is related to the change in the carrying value of the assets when we took title to the Resort on July 15, 2004, and to the addition of
depreciable assets in the basis of the property, plant and equipment and the intangible assets subsequent to July 15, 2004. Our amortization expense, which excludes the rental pool amortization
expense, for the six months ended
June 30, 2005 is significantly higher than the amortization expense, which also excludes the rental pool amortization expense, recorded by the predecessor for the same period in the prior year
while depreciation expense was significantly lower. This significantly higher amortization expense, excluding the rental pool amortization expense, results from the various amortization terms dictated
by our specific contracts which are shorter than the 20-year period used by the predecessor owner of the Resort.

Interest
expense, net of interest income, which approximated $814 and $4,735 for the six months ended June 30, 2005 and 2004, respectively, reflects the accrual of the predecessor
owner's mortgage interest obligations to our parent. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was amended to
adjust the outstanding balance to $39,240. That note is now non-interest bearing.

The
net income for the six months ended June 30, 2005 was approximately $1,088, compared to a net loss for the six months ended June 30, 2004 of approximately $5,070.

During
the six months ended June 30, 2005, approximately $956 of the capital reserve funds were disbursed. Of the $956, approximately $469 was used to pay lease payments on
existing and additional new equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases and the balance was for various
capital improvement projects and replacements throughout the Resort. The cash purchases of property and equipment of approximately $495 were offset by approximately $45 in insurance proceeds and asset
retirements. We currently have budgeted $832 in capital expenditures for the last six months of 2005.

The
preceding information may contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such
statements may be identified by the inclusion of terms such as "believe," "expect," "hope" or "may" or other similar words. Although we believe that such forward-looking statements are based upon
sound and reasonable assumptions, given the circumstances in which the statements are made, the actual results could differ significantly from those described in the forward-looking statements.

Certain
factors that might cause such a difference include, among others, the following: changes in general economic conditions that may influence group conferences and guests' vacations
plans; changes in travel patterns; changes in consumer tastes in destinations or accommodations for group conferences and vacations; changes in rental pool participation by the current condominium
owners; settlement of the class action lawsuit involving the rental pool agreements; our ability to continue to operate the Resort under our management contracts; and the resale of condominiums to
owners who elect neither to participate in the Rental Pool nor to become Club members. Given these uncertainties, readers are cautioned not to put undue reliance on such statements.

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Other Matters

On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance
with the State of Florida Office of the Attorney General. See a further discussion of this matter in Note 1 to our condensed combined financial statements contained in Item 1 above.

On
August 9, 2005, in a matter related to the Assurance (see Note 1 above), we executed a settlement election form which formalized our willingness to participate in
Starwood's negotiated Automatic Hotel Charges Settlement regarding the settlement of class action law suits filed by private plaintiffs against Starwood for charging certain automatic fees to its
guests. Based upon information known to us at this time, we do not believe that our participation in this settlement will have a material adverse impact on our financial results.

Contractual Obligations, Contingent Liabilities and Commitments

The following table summarizes our contractual obligations at June 30, 2005, and the effect such obligations are expected to have on our liquidity and cash
flow (or upon our successors in interest under the applicable contracts, if the contracts are not terminated) in future periods:

|                                                     |  | Payments Due by Period (in thousands)
|---------------------------------------------------- |  | -------------------------------------
|
|Master lease agreement (with the condominium owners) |  | $                                    
|Management agreements(1)                             |  |                                      
|Troon supplemental fee                               |  |                                      
|Operating and capital leases                         |  |                                      
|Significant open purchase orders(2)                  |  |                                      
|Service agreements and other                         |  |                                      
|                                                     |  |                                      
|Total of the Resort's obligations                    |  | $                                    
|                                                     |  |                                      

---

Interest
is reflected, as applicable, in the commitments and obligations listed above.

Please
refer to "Management's Discussion and Analysis of Financial Condition and Results of OperationsContractual Obligations, Contingent Liabilities and Commitments" in our
Form 10-K for the year ended December 31, 2004 filed on March 30, 2005 for a description of the our contractual obligations.

Liquidity and Capital Resources

Our working capital position is a deficit of approximately $855 as of June 30, 2005. We continue to experience seasonal fluctuations in our net working
capital position. Seasonality impacts our liquidity because there is more available cash during the winter months, specifically in the first quarter than in the late summer months when cash becomes
very limited. In July 2004, after we took possession of the Resort, our parent, loaned us $2,000 to support working capital needs. The proceeds of this loan have been fully expended by the
manager of the Resort to support operational expenses. Generally, our only source of cash is from any profitable operations of the Resort. While the financial performance of the Resort is showing
signs of recovery to date in 2005, it does not appear from the projections provided by the asset manager that the operational cash flow capacity of the Resort will permit the Resort to reestablish its
self-sufficiency in the near term. Further, the Resort's credit capacity is limited. We have requested a further cash infusion from our Parent which we expect to receive in the near term;
however, there can be no assurances as to the specific timing or amount of any such cash infusion.

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RISK FACTORS

Class action litigation involving GHR could adversely impact the Resort.

Approximately fifty condominium owners initiated legal action against GHR and its corporate parent, Golf Hosts, Inc., regarding various aspects of the
prior rental pool arrangement (see Part II, Item 1"Legal Proceedings"for further discussion). At the present time, GTA-IB,
LLC is not a party to the lawsuit, nor are our affiliates. It is our understanding that the condominium owners/plaintiffs allege breaches of contract, including breaches in connection with the prior
rental pool arrangement. It is also our understanding that the plaintiffs are seeking unspecified damages and declaratory judgment because they believe they are entitled to participate in the Rental
Pool. The plaintiffs also believe that golf course access should be limited to persons who are either members, their accompanied guests, or guests of the Resort.

An unfavorable result in the Land Use Lawsuit could impair the value of Parcel F and the Resort.

On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene
in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, Florida, Golf Host
Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15 (the Land Use Lawsuit). See further discussion of this matter in Part II, Item 1 "Legal
Proceedings."

In
the event that the defendants in the Land Use Lawsuit do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a
result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure
by the defendants to prevail in the Land Use Lawsuit could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court
subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose
all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the
Resort, our ability to develop the Resort would be adversely affected.

In the event of unfavorable rulings by OSHA, the EEOC, the NASD or the FDRE against our parent or its subsidiaries based on complaints filed by a former
employee of Golf Host Securities, Inc. ("GHSI"), we, GHSI or our parent could suffer fines and penalties, which could negatively impact the funds available for liquidating distributions.

In
July 2005, we received a series of notices of complaints from a single former employee, as follows: (i) GHSI, another subsidiary of our parent, received from the Department of Labor,
Occupational Safety and Health Administration, or OSHA, notice that this former employee is alleging violations of Title VIII of the Sarbanes-Oxley Act of 2002, Section 806 of the Corporate and
Criminal Fraud Accounting Act; (ii) we received notice from the U.S. Equal Employment Opportunity Commission, or EEOC, of an alleged charge of discrimination by this former employee; (iii) GHSI
received notice that this former employee has filed a complaint with the National Association of Securities Dealers, Inc., or NASD, alleging violations of applicable rules and of federal and state
securities statutes; and (iv) GHSI received notice that this former employee had filed with the Florida Division of Real Estate, or FDRE, a complaint alleging that GHSI had failed to pay real estate
commissions owed to him and wrongfully terminated him, among other complaints, in violation of applicable state and federal law.

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We
and our affiliates expect to vigorously defend against each of the claims of this former GHSI employee filed with OSHA, the EEOC, the NASD and the FDRE. In the event that we and our
affiliates do not prevail upon these claims, we could be subject to fines, penalties and other administrative remedies which could harm our results of operations, and the NASD could suspend GHSI's
license or the FDRE could revoke GHSI's license as a Corporation Real Estate Broker, preventing GHSI from acting as a real estate broker for the sale of condominiums participating in the Rental Pool.

In the event that the Resort does not provide sufficient cash flow to us, we may be forced to reduce capital expenditures and improvements at the
Resort, diminishing the value of the rental pool units.

As the owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the
assumption of these liabilities and our responsibility for any negative cash flow, we may be exposed to liabilities and expenditures exceeding our expectations or ability to pay. In the event cash
flow is insufficient to fund planned improvements, the ability of the participants to rent their units may decline. A decline in the rental rates that can be charged for the units or related vacancies
resulting from our inability to make necessary capital expenditures may cause the value of the rental pool units to decline.

The Resort's performance may not provide adequate resources to fund the refurbishment reimbursement to the rental pool participants.

Pursuant to the former borrower's arrangement with many of the persons who own condominium units at the Resort, the condominiums owned by these participating
persons are placed in the Rental Pool, a securitized pool and rented as hotel rooms to guests of the Resort. In addition to the current Rental Pool agreement, the former owner of the Resort agreed
with the condominium owners association that the former owner of the Resort would reimburse 50% of the refurbishment costs, plus accrued interest (at 5% per annum) on the unpaid balance of the 50%.
This amount will be reimbursed to participating condominium owners (or transferees of their condominium unit(s)) over the five-year period beginning in 2005. The reimbursement is
contingent on the units remaining in the Rental Pool from the time of the refurbishment of their unit throughout the reimbursement period of 2005 through 2009. If the unit does not remain in the pool
during the reimbursement period of 2005 through 2009, the owner or successor owner forfeits any unpaid installments at the time the unit is removed from the pool.

Accordingly,
maintaining condominium owner participation in the Rental Pool is very important to the continued economic success of the Resort. We assumed certain existing or modified
financial obligations of the former borrower, including its responsibilities regarding the administration of the condominium unit Rental Pool, when we took ownership of the Resort pursuant to the
Settlement Agreement. We also assumed the borrower's obligation for refurbishment expenses paid by the condominium owners pursuant to the Settlement Agreement.

As
owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the assumption of these liabilities
and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than we expected. In that case, we may not have sufficient cash
available for the payment of the refurbishment expenses relating to the rental pool units. If this were to occur, we would be in breach of our obligations to the participants in the Rental Pool, and
we might face successful legal challenges relating to that breach.

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The number of Rental Pool units may decline if current owners find alternative uses of the units more attractive than participating in the Rental Pool,
reducing the number of available Rental Pool units and diminishing the value of the remaining units.

Participants in the Rental Pool may decide that alternative uses of their condominium units are more attractive than participating in the Rental Pool. In
particular, condominium owners may determine that they are better off financially by renting their units to longer term tenants, or by living in their units rather than paying to live elsewhere and
allowing their units to participate in the Rental Pool. Any such reduction in the number of participants in the Rental Pool may result in increased costs and reduced revenues for the remaining Rental
Pool participants. In particular, a decrease in the number of participants in the Rental Pool will result in higher per capita costs relating to fixed costs that are incurred in connection with the
administration of the Rental Pool. In the event that the number of units in the Rental Pool declines below 575, our obligation to reimburse refurbishment expenses for the units will be abated until
the number of units in the Rental Pool is restored to 575 or higher.

Unusual weather patterns experienced in Florida during 2004 could result in depressed bookings and reduced proceeds to the rental pool participants.

We expect that bookings at the Resort in late summer and fall 2005 may be adversely affected as a result of a series of hurricanes that affected Florida during
2004. In particular, it is possible that groups will choose alternate destinations for travel during the hurricane season, resulting in lower bookings and reduced revenues for the Resort. Any
reduction in revenues for the Resort resulting from lower bookings may reduce the distributions to the Rental Pool participants.

We are subject to all the operating risks common to the hotel industry.

Operating risks common to the Resort include:



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General economic conditions may negatively impact our results.

Moderate or severe economic downturns or adverse conditions may negatively affect the operations of the Resort. These conditions may be widespread or isolated to
one or more geographic regions. A tightening of the labor markets in Florida may result in fewer and/or less qualified applicants for job openings at the Resort. Higher wages, related labor costs and
the increasing cost trends in the insurance markets may negatively impact our results as wages, related labor costs and insurance premiums increase.

We must compete for customers.

The hotel industry is highly competitive. The Resort competes for customers with other hotel and resort properties. Some of our competitors may have substantially
greater marketing and financial resources than we do, and they may improve their facilities, reduce their prices or expand or improve their marketing programs in ways that adversely affect our
operating results.

The hotel industry is seasonal in nature.

The hotel industry is seasonal in nature. Our revenue historically has been lower in the third quarter than in the first, second or fourth quarters.

Internet reservation channels may negatively impact our bookings.

Internet travel intermediaries such as Travelocity.com®, Expedia.com® and Priceline.com® are attempting to commoditize hotel
rooms, by increasing the importance of price and general indicators of quality at the expense of brand or property specific identification. These agencies hope that consumers will eventually develop
brand loyalties to their reservations system rather than to lodging brands. Although we expect to derive most of our business from traditional channels, if the amount of sales made through internet
intermediaries increases significantly, our business and profitability may be significantly harmed.

The Resort places significant reliance on technology.

The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, procurement,
reservation systems, operation of customer loyalty programs, distribution and guest amenities. These technologies can be expected to require refinements and there is the risk that advanced new
technologies will be introduced. There can be no assurance that as various systems and technologies become outdated or new technology is required we will be able to replace or introduce them as
quickly as our competition or within budgeted costs for such technology. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or
system.

The Resort is capital intensive.

For the Resort to remain attractive and competitive, we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This
creates an ongoing need for cash and, to the extent we cannot fund expenditures from cash generated by operations, we must seek to obtain funds from borrowings or otherwise.

Our investment in the Resort is subject to numerous risks.

We are subject to the risks that generally relate to investments in real property because we own the Resort. The investment returns available from equity
investments in real estate such as the Resort depends in large part on the amount of income earned and capital appreciation generated by the

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Resort,
and the expenses incurred. In addition, a variety of other factors affect income from the Resort and its real estate value, including governmental regulations, real estate, insurance, zoning,
tax and eminent domain laws, interest rate levels and the availability of financing. When interest rates increase, the cost of developing, expanding or renovating real property increases and real
property values may decrease as the number of potential buyers decreases. Any of these factors could have a material adverse impact on our results of operations or financial condition. If the Resort
does not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.

Environmental Regulations.

Environmental laws, ordinances and regulations of various federal, state, local and foreign governments regulate our properties and could make us liable for the
costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without
regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances
when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous
or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and
regulations could require us to manage, abate or remove lead or asbestos containing materials. Certain laws, ordinances and regulations, particularly those governing the management or preservation of
wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, or sell the Resort.

Risks relating to so-called acts of God, terrorist activity and war.

The Resort's financial and operating performance may be adversely affected by so-called acts of God, such as natural disasters, in Florida and in
areas of the world from which we draw a large number of guests. Similarly, wars (including the potential for war), terrorist activity (including threats of
terrorist activity), political unrest and other forms of civil strife and geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from
anticipated results.

Some potential losses are not covered by insurance.

We carry comprehensive insurance coverage for general liability, property, business interruption and other risks with respect to the Resort. Our policies offer
coverage features and insured limits that we believe are customary for similar type properties. Generally, our "all-risk" property policies provide that coverage is available on a per
occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we can receive. In addition, there may be overall limits
under the policies. Sub-limits exist for certain types of claims such as service interruption, abatement, expediting costs or landscaping replacement, and the dollar amounts of these
sub-limits are significantly lower than the dollar amounts of the overall coverage limit.

In
addition, there are also other risks such as war, certain forms of terrorism such as nuclear, biological or chemical terrorism, acts of God such as hurricanes and earthquakes and some
environmental hazards that may be deemed to fall completely outside the general coverage limits of our policies or may either be uninsurable or too expensive to justify insuring against.

Our operations at the Resort are dependent upon outside managers.

Westin manages the daily operations of the Resort pursuant to our Management Agreement with Westin, and Troon manages the golf facilities at the Resort pursuant
to related contractual

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commitments
with Westin. In the event that these third party managers fail to perform under their respective contracts as expected, or in the event that they default on their obligations, the Resort's
results of operations will be adversely affected, potentially in a material way.

Risk factors relating to our parent and GTA

Our parent is a subsidiary of GTA's operating partnership. GTA is a public reporting company under the Exchange Act. Due to our relationship with GTA, we believe
that its Risk Factors are relevant to
our sole member and to the participants in the rental pool given that we are dependent upon GTA for funding that we may require. You should note that certain of the information contained in GTA's Risk
Factors, filed as Exhibit 99.1 hereto, relating to liquidating distributions are not relevant to you unless you are a holder of GTA's common stock; however, such risk factors are informative in
that they may indicate certain factors or events that may impact GTA and reduce GTA's willingness or ability to provide funding to the Resort and the rental pool units.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not have significant market risk with respect to foreign currency exchanges or other market rates. Our debt to our parent is non-interest
bearing and, accordingly, fluctuations in interest rates are not expected to affect financial results.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports 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 our management, including our Chief
Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management assesses the costs and benefits of such controls and
procedures based upon the prevailing facts and circumstances, including management's reasonable judgment of such facts. As we neither controlled nor managed the Resort prior to July 16, 2004,
our disclosure controls and procedures with respect to the Resort and its employees are necessarily more limited than those we maintain with respect to our own corporate operations. At close of
business on July 15, 2004, we took title to the Resort; however, despite the fact that our amended management agreement with Westin provides us with heightened control and access to
information, we do not directly assemble the financial information for the Resort (although we have taken steps that we deem to be reasonable under the circumstances to seek to verify such financial
information) and consequently, our disclosure controls and procedures with respect to the Resort, while strengthened, remain necessarily more limited than those we maintain with respect to our own
corporate operations. Since taking title to the Resort, we have focused upon integrating operations at the Resort into our disclosure controls and procedures and internal control procedures. In
particular, those controls and procedures have been updated to account for the challenges presented by the increased size and scope of our operations now that we own the Resort.

The
integration of a new business of significant size and scope of operations increases the risk that conditions may have been introduced that we did not anticipate in our design of our
systems of control. Any pre-existing deficiencies in the predecessor owner's financial systems, processes and related internal controls increase the risk that the historical unaudited
financial statements of the Resort's operations and cash flows which the predecessor owner has provided to us may not be accurate. We have out of necessity placed a certain amount of reliance on the
historical financial information and reports of the Resort's predecessor owner for the periods prior to July 16, 2004, and continue to rely on the information provided by Westin as manager of
the Resort.

As
of June 30, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. With the assistance of Westin,
our Chief Executive Officer and our Chief Financial Officer concluded that as of June 30, 2005 our disclosure controls and procedures are effective in timely alerting them to material
information relating to us (including our consolidated subsidiaries) required to be included in our Exchange Act reports. Except as described above, there have been no significant changes in our
internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.

There
has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal controls over financial reporting.

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PART IIOTHER INFORMATION

Item 1. Legal Proceedings

Class Action Lawsuit

The Resort, which we now own, served as collateral for a $79 million original balance non-recourse loan our parent made in 1997 to GHR. GHR
entered into an arrangement with many of the parties who own condominium units at the Resort whereby the condominiums owned by these persons are placed in a pool and rented as hotel rooms to guests of
the Resort. Certain of the condominium owners (as plaintiffs) initiated a legal action against GHR, and its corporate parent, Golf Hosts, Inc. (as defendants), regarding various aspects of this
arrangement. We are not presently a party to the lawsuit. It is our understanding, however, that the condominium owners/plaintiffs are seeking to resolve the following issues, among others:



Depositions
of class members and others, including depositions of former executives of GHR, have been taken and additional discovery remains to be undertaken. The previously scheduled
trial date of February 3, 2003 was postponed by the Court and a new trial date has not yet been set. In July 2003, the judge in the litigation against GHR reversed an earlier ruling and
held that the case could not proceed as a class action. The judge also ruled that the plaintiffs could not seek recovery from the individuals that hold stock in GHR and its affiliates (rejecting
plaintiffs' attempt to "pierce the corporate veil"). In October 2003, the judge ruled that the claims of the former members of the class who were not named as plaintiffs in the lawsuit were
barred by the statute of limitations. These rulings leave approximately 80 individual plaintiffs in the lawsuit representing 50 condominium units. Plaintiffs have appealed each of these rulings to the
court of appeals. The court of appeals summarily affirmed the lower court's ruling that the case could not proceed as a class action and has affirmed the lower court's dismissal with prejudice of the
veil piercing case. On June 15, 2004, counsel for GHR reargued the motion for summary judgment to summarily dismiss the claims of the remaining 80 individual

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Plaintiffs.
On July 29, 2004, the court entered an order granting the defendant's motion for summary judgment. The plaintiffs filed an appeal of this ruling on October 26, 2004. Briefing
has been completed in the appeal from the court's final judgment granting the Company's motion for summary judgment. Argument before the appellate court is set for September 21, 2005.

We
are not presently a party to this lawsuit, nor are GTA, the Lender or our other affiliates.

In
connection with the execution of the Settlement Agreement between us and our former borrower, the former borrower provided a limited indemnity to defend and hold harmless GTA (and its
affiliates such as us) from and against any and all costs, liabilities, claims, losses, judgments, or damages arising out of or in connection with the lawsuit known as the Class Action Lawsuit, as
well as liabilities accruing on or before the closing date relating to employee benefits and liabilities for contracts or agreements not disclosed by GHR to GTA. In return, we delivered a duly
executed release.

Land Use Lawsuit

On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene
in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, Florida, Golf Host
Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15 (the Land Use Lawsuit). The above-named Plaintiffs have filed a multi-count complaint seeking injunctive
and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. We refer to this complaint as the Complaint. Parcel F is a parcel of land
located within our Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005 we
filed a Motion to Intervene as a defendant in the Land Use Lawsuit in order to protect our property, and our land use and development rights with respect to Parcel F and our property. A hearing
on the Motion to Intervene was held on April 4, 2005 after which the court granted our Motion. On April 5, 2005, we joined in the filing of a Motion to Dismiss and Motion to Strike three
of the seven counts of the Complaint. The court granted the Defendant's Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G.
Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Land Use Lawsuit. The court has not ruled on that motion. On
April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams. That suit seeks injunctive and declaratory relief in
six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Land Use Lawsuit on May 3, 2005. After May 6, 2005 we
filed a Motion to Dismiss the Luckey suit. That motion was heard by the court on May 31, 2005. Since that hearing, we have filed our Answer and Affirmative Defenses to both complaints that have
been filed in the consolidated action. On August 3, 2005 a case management conference was held before the Court. At that hearing, the Court scheduled a hearing on the defense motions for
summary judgment for August 30, 2005 and a trial starting December 12, 2005. As an intervenor, we will seek to obtain a ruling from the court which preserves and protects our property,
and our land use and development rights with respect to Parcel F and our property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in
general. See further discussion of the Land Use Lawsuit under "Risk Factors."

In
the event that the defendants in the Land Use Lawsuit do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a
result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure
by the defendants to prevail in the Land Use Lawsuit could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court
subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose

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all
or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the
Resort, our ability to develop the Resort would be adversely affected.

Property Tax lawsuit

On December 10, 2004 we filed a lawsuit against the property appraiser of Pinellas County Florida to challenge the 2004 real estate assessment on the
Resort property. The County filed a motion to dismiss, which was denied by the Court. No trial date has bee set. If the Property Appraiser were to prevail, there would be no material adverse effect
upon the financial statements as the assessment is fully accrued and accounted for in our books and records.

Complaints by a former employee of GHSI



In July 2005, GHSI, a subsidiary of our parent, received from the Department of Labor Occupational Safety and Health Administration, or OSHA, notice that a
former employee of GHSI had filed a complaint with OSHA alleging that GHSI had violated Title VIII of the Sarbanes-Oxley Act of 2002, Section 806 of the Corporate and Criminal Fraud
Accountability Act. OSHA requested that GHSI respond to the allegation that GHSI violated the referenced Acts.

There
does not appear to be a specific demand in this claim for compensation; however, monetary demands have been made in the past by this former employee and his counsel but those
demands have been rejected. We have until August 26, 2005 to respond to this claim.



In July 2005, we received from the U.S. Equal Employment Opportunity Commission, or EEOC, a notice of a charge of discrimination by a former employee of
GHSI. The EEOC has requested that we provide to it in July 2005 a statement of its position on the issues covered by the former employee's charge and copies of supporting documentation. The
former employee of GHSI alleged in his charge of discrimination that the termination of his employment with GHSI was the result of unlawful discrimination by us in violation of the Age Discrimination
in Employment Act and the Florida Civil Rights Act.

There
does not appear to be a specific demand in this claim for compensation; however, monetary demands have been made in the past by this former employee and his counsel; however, those
demands have been rejected.



In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the National Association of Securities Dealers, Inc. or
NASD, against GHSI for violations of the rules thereof and federal and state securities statutes. This former employee included in his claim an allegation that our parent had ignored his complaints
that our parent's actions were violations of law, and asked the NASD to revisit its approval of our parent's ownership of GHSI.

There
does not appear to be a specific demand in this claim for compensation; however, monetary demands have been made in the past by this former employee and his counsel; however, those
demands have been rejected.

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In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the Florida Division of Real Estate, or FDRE, against GHSI for
an alleged failure to deliver commissions of $13,263 allegedly owed to this former employee. This former employee also alleged that (i) our parent's officers (who are also our officers)
violated Florida Statute 475, as well as other federal and state statutes and the regulations of various regulatory agencies, and that (ii) our parent's actions violated, among other federal
and state laws, the whistleblower protections under state and federal law, and the Age Discrimination in Employment Act and Florida Civil Rights Act prohibiting age discrimination.

This
former employee of GHSI has made a specific demand for $13,263 in his complaint to the FDRE; however, monetary demands made in the past by this former employee and his counsel have
been rejected.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

|Exhibit No. |  | Description                                                                                                                                                                                                                         
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Articles of Organization of GTA-IB, LLC(1)                                                                                                                                                                                          
|3.2         |  | Amended and Restated Operating Agreement of GTA-IB, LLC(1)                                                                                                                                                                          
|10.1        |  | Settlement Agreement dated July 15, 2004 by and among Golf Trust of America, L.P., GTA-IB, LLC, Golf Host Resorts, Inc., Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium,
LLC(2)
|10.2        |  | Defense and Escrow Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., GTA-IB, LLC, Golf Trust of America, L.P., Golf Trust of America, Inc. and Chicago Title Insurance Company(2)                                 
|10.3        |  | Operational Benefits Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., Golf Hosts, Inc., GTA-IB, LLC, and Golf Trust of America, L.P.(2)                                                                          
|10.4        |  | Management Agreement dated July 15, 2004 by and between Westin Management Company South and GTA-IB, LLC(2)                                                                                                                          
|10.5        |  | Assignment, Consent, Subordination and Nondisturbance Agreement dated July 15, 2004 by and among GTA-IB, LLC, Golf Trust of America, L.P. and Westin Management Company South(2)                                                    
|10.6        |  | Facility Management Agreement dated July 15, 2004 by and between Troon Golf L.L.C. and Westin Management Company South(2)                                                                                                           
|            |  |                                                                                                                                                                                                                                     

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|10.7   |   | Loan Agreement dated July 15, 2004 by and between Golf Trust of America, L.P. and Elk Funding, L.L.C. and related Notes A and B(2)                                                                                                    
|------ | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8.1 |   | Parcel F Development Agreement dated March 29, 2004 by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC, formerly known as Innisbrook F, LLC, formerly known as Bayfair Innisbrook, L.L.C.(2)        
|10.8.2 | * | First Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC (formerly known as Innisbrook F, LLC).                                                         
|10.8.3 | * | Second Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, LLC (formerly known as Golf Host Resorts, Inc.), Golf Trust of America, L.P., GTA-IB, LLC and Parcel F, LLC (formerly known as Innisbrook F, LLC).
|10.9   |   | Amendment to Loan Agreement between GTA-IB, LLC and Golf Trust of America, L.P.(1)                                                                                                                                                    
|10.10  |   | Loan Agreement dated June 20, 1997 between Golf Host Resorts, Inc. and Golf Trust of America, L.P.(1)                                                                                                                                 
|10.11  |   | Promissory Note issued by GTA-IB, LLC to Golf Trust of America, L.P.(1)                                                                                                                                                               
|31.1   | * | Certification of the Registrant's President pursuant to Section 302 of Sarbanes-Oxley Act of 2002                                                                                                                                     
|31.2   | * | Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002                                                                                                                       
|32.1   | * | Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                                                                                                                                                  
|99     | * | Risk Factors of Golf Trust of America, Inc.                                                                                                                                                                                           

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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.

|                      |  | GTA-IB, LLC, registrant
|--------------------- |  | -----------------------
|Date: August 15, 2005 |  | By:                    
|Date: August 15, 2005 |  | By:                    

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