UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 
|for the quarterly period ended: June 30, 2005                
|o                                                             | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|for the transition period
from                             to

Commission File Number 000-22091

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GOLF TRUST OF AMERICA, INC.(Exact name of registrant as specified in its charter)

|Maryland(State or other jurisdiction of
incorporation or organization)                     |  | 33-0724736(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------------------ |  | -------------------------------------------------
|10 North Adger's Wharf, Charleston, South Carolina(Address of principal executive offices) |  | 29401(Zip Code)                                  
|(843) 723-4653(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

On August 8, 2005, there were 7,317,163 common shares outstanding of the registrant's only class of common stock. On August 8, 2005, there were
800,000 shares outstanding of the registrant's 9.25% Series A Cumulative Convertible Preferred Stock, which is the registrant's only class of outstanding preferred stock.

The
Exhibit Index begins on page 59.



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GOLF TRUST OF AMERICA, INC.        Form 10-Q Quarterly Report  For the Three and Six Months Ended June 30, 2005        INDEX

|                              |         |                                                                                                                          |                                                                                       | Page
|----------------------------- | ------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------- | ----
|PART I. FINANCIAL INFORMATION |         |                                                                                                                         
|                              | Item 1. |                                                                                                                          | Liquidation Basis Financial Statements                                                |     
|                              |         | Condensed Consolidated Statements of Net Assets as of June 30, 2005 (unaudited) and December 31, 2004                    |                                                                                       | 4   
|                              |         | Condensed Consolidated Statements of Changes in Net Assets (unaudited) for the Three Months Ended June 30, 2005 and 2004 |                                                                                       | 5   
|                              |         | Condensed Consolidated Statements of Changes in Net Assets (unaudited) for the Six Months Ended June 30, 2005 and 2004   |                                                                                       | 6   
|                              |         | Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months ended June 30, 2005 and 2004              |                                                                                       | 7   
|                              |         | Notes to Condensed Consolidated Financial Statements (unaudited)                                                         |                                                                                       | 8   
|                              | Item 2. |                                                                                                                          | Management's Discussion and Analysis of Financial Condition and Results of Operations |     
|                              | Item 3. |                                                                                                                          | Quantitative and Qualitative Disclosures About Market Risk                            |     
|                              | Item 4. |                                                                                                                          | Controls and Procedures                                                               |     
|PART II. OTHER INFORMATION    |         |                                                                                                                         
|                              | Item 1. |                                                                                                                          | Legal Proceedings                                                                     |     
|                              | Item 2. |                                                                                                                          | Unregistered Sales of Equity Securities and Use of Proceeds                           |     
|                              | Item 3. |                                                                                                                          | Defaults upon Senior Securities                                                       |     
|                              | Item 4. |                                                                                                                          | Submission of Matters to a Vote of Security Holders                                   |     
|                              | Item 5. |                                                                                                                          | Other Information                                                                     |     
|                              | Item 6. |                                                                                                                          | Exhibits and Reports on Form 8-K                                                      |     
|Signatures                    |         | 56                                                                                                                      
|Exhibit Index                 |         | 57                                                                                                                      

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 (the "Securities Act")
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, including our projections regarding the amount and timing of liquidating
distributions. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "will," "anticipate," "intend," "estimate," "project," "assume" or other
similar expressions. 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 Securities and Exchange Commission. 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

2

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business
activity levels at the Westin Innisbrook Golf 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 our stockholders' interests. Many
important factors that could cause such a difference are described under the caption "Risks that might Delay or Reduce our Liquidating Distributions," in Part I, Item 2 of this quarterly
report, which you should review carefully.

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GOLF TRUST OF AMERICA, INC.        CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS (LIQUIDATION BASIS)        AS OF JUNE 30, 2005 (unaudited) AND DECEMBER 31, 2004

|                                                                                                     |  | June 30, 2005 |        | December 31, 2004
|---------------------------------------------------------------------------------------------------- |  | ------------- | ------ | -----------------
|
|ASSETS                                                                                               |  |               |        |                  
|Real estateheld for sale                                                                            |  | $             | 58,696 |                  
|Cash and cash equivalents                                                                            |  |               | 4,373  |                  
|Receivablesnet                                                                                      |  |               | 5,940  |                  
|Other assets                                                                                         |  |               | 4,050  |                  
|                                                                                                     |  |               |        |                  
|Total assets                                                                                         |  |               | 73,059 |                  
|                                                                                                     |  |               |        |                  
|LIABILITIES                                                                                          |  |               |        |                  
|Debt                                                                                                 |  |               | 3,954  |                  
|Accounts payable and other liabilities                                                               |  |               | 10,458 |                  
|Other obligations                                                                                    |  |               | 11,170 |                  
|Dividends payable                                                                                    |  |               | 4,914  |                  
|Reserve for estimated costs during the period of liquidation                                         |  |               | 8,031  |                  
|                                                                                                     |  |               |        |                  
|Total liabilities                                                                                    |  |               | 38,527 |                  
|Commitments and contingencies                                                                        |  |               |        |                  
|Preferred stock, $.01 par value, 10,000,000 shares authorized, 800,000 shares issued and outstanding |  |               | 20,000 |                  
|                                                                                                     |  |               |        |                  
|Total liabilities and preferred stock                                                                |  |               | 58,527 |                  
|                                                                                                     |  |               |        |                  
|NET ASSETS IN LIQUIDATION(available to holders of common stock and OP units)                         |  | $             | 14,532 |                  
|                                                                                                     |  |               |        |                  

See
accompanying notes to condensed consolidated financial statements.

4

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GOLF TRUST OF AMERICA, INC.        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (LIQUIDATION BASIS)        FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004

|                                               |                                                                              | Three Months Ended
June 30, 2005 |        | Three Months Ended
June 30, 2004 |  
|---------------------------------------------- | ---------------------------------------------------------------------------- | -------------------------------- | ------ | -------------------------------- | -
|
|Net assets in liquidation, beginning of period |                                                                              | $                                | 14,941 |                                  | $
|                                               |                                                                              |                                  |        |                                  |  
|Changes in net assets in liquidation:          |                                                                              |                                  |        |                                  |  
|Adjustments to liquidation reserve:            |                                                                              |                                  |        |                                  |  
|                                               | Operating income (loss)                                                      |                                  |        | 473                              |  
|                                               | Net interest income (expense)                                                |                                  |        | (284                             | )
|                                               | Decrease in fair value of real estate                                        |                                  |        |                                 |  
|                                               | Increase in reserve for estimated liquidation costs and capital expenditures |                                  |        | (598                             | )
|                                               |                                                                              |                                  |        |                                  |  
|                                               | Subtotal of adjustments to liquidation reserve                               |                                  |        | (409                             | )
|Preferred dividend accrual                     |                                                                              |                                  |       |                                  |  
|Value of common stock redeemed                 |                                                                              |                                  |       |                                  |  
|                                               |                                                                              |                                  |        |                                  |  
|Changes in net assets in liquidation           |                                                                              |                                  | (409   | )                                |  
|                                               |                                                                              |                                  |        |                                  |  
|Net assets in liquidation, end of period       |                                                                              | $                                | 14,532 |                                  | $
|                                               |                                                                              |                                  |        |                                  |  

See
accompanying notes to condensed consolidated financial statements.

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GOLF TRUST OF AMERICA, INC.        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (LIQUIDATION BASIS)        FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

|                                               |                                                                              | Six Months Ended
June 30, 2005 |        | Six Months Ended
June 30, 2004 |  
|---------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------ | ------ | ------------------------------ | -
|
|Net assets in liquidation, beginning of period |                                                                              | $                              | 15,045 |                                | $
|                                               |                                                                              |                                |        |                                |  
|Changes in net assets in liquidation:          |                                                                              |                                |        |                                |  
|Adjustments to liquidation reserve:            |                                                                              |                                |        |                                |  
|                                               | Operating income (loss)                                                      |                                |        | 3,620                          |  
|                                               | Net interest income (expense)                                                |                                |        | (627                           | )
|                                               | Decrease in fair value of real estate                                        |                                |        |                               |  
|                                               | Increase in reserve for estimated liquidation costs and capital expenditures |                                |        | (3,402                         | )
|                                               |                                                                              |                                |        |                                |  
|                                               | Subtotal of adjustments to liquidation reserve                               |                                |        | (409                           | )
|Preferred dividend accrual                     |                                                                              |                                |       |                                |  
|Value of common stock redeemed                 |                                                                              |                                | (104   | )                              |  
|                                               |                                                                              |                                |        |                                |  
|Changes in net assets in liquidation           |                                                                              |                                | (513   | )                              |  
|                                               |                                                                              |                                |        |                                |  
|Net assets in liquidation, end of period       |                                                                              | $                              | 14,532 |                                | $
|                                               |                                                                              |                                |        |                                |  

See
accompanying notes to condensed consolidated financial statements.

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GOLF TRUST OF AMERICA, INC.        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (LIQUIDATION BASIS)        FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

|                                                                               |                                                                                                        | Six Months Ended
June 30, 2005                                                                        |       | Six Months Ended
June 30, 2004 |       
|------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------- | ----- | ------------------------------ | ------
|
|Cash flows from changes in net assets in liquidation and operating activities: |                                                                                                        |                                                                                                       |       |                                |       
|                                                                               | Change in net assets in liquidation                                                                    |                                                                                                       | $     | (513                           | )     
|                                                                               | Adjustments to reconcile change in net assets in liquidation to net cash used in operating activities: |                                                                                                       |       |                                |       
|                                                                               |                                                                                                        | Increase in liquidation reserve and decreases in fair value of real estate and non-real estate assets |       |                                | 3,402 
|                                                                               |                                                                                                        | Cancellation of common shares                                                                         |       |                                | 104   
|                                                                               |                                                                                                        | Preferred dividend accrual                                                                            |       |                                |      
|                                                                               |                                                                                                        | Non-cash interest                                                                                     |       |                                | 408   
|                                                                               |                                                                                                        | Decrease in restricted cash                                                                           |       |                                |      
|                                                                               |                                                                                                        | Other changes in operating assets and liabilities                                                     |       |                                | (707  
|                                                                               |                                                                                                        | Decrease in liquidation liabilities                                                                   |       |                                | (1,203
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|                                                                               | Net cash provided by (used in) operating activities                                                    |                                                                                                       |       | 1,491                          |       
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Cash flows from investing activities:                                          |                                                                                                        |                                                                                                       |       |                                |       
|                                                                               | Resort and golf course improvements                                                                    |                                                                                                       |       | (492                           | )     
|                                                                               | Increase in notes receivable                                                                           |                                                                                                       |       |                               |       
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Net cash used in investing activities                                          |                                                                                                        |                                                                                                       | (492  | )                              |       
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Cash flows from financing activities:                                          |                                                                                                        |                                                                                                       |       |                                |       
|                                                                               | Borrowings under revolving line of credit and proceeds from loan                                       |                                                                                                       |       |                               |       
|                                                                               | Repayments on debt and capital lease obligations                                                       |                                                                                                       |       | (545                           | )     
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Net cash provided by (used in) financing activities                            |                                                                                                        |                                                                                                       | (545  | )                              |       
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Net increase in cash                                                           |                                                                                                        |                                                                                                       | 454   |                                |       
|Cash and cash equivalents, beginning of period                                 |                                                                                                        |                                                                                                       | 3,919 |                                |       
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Cash and cash equivalents, end of period                                       |                                                                                                        | $                                                                                                     | 4,373 |                                | $     
|                                                                               |                                                                                                        |                                                                                                       |       |                                |       
|Supplemental Disclosure of Cash Flow Information:                              |                                                                                                        |                                                                                                       |       |                                |       
|                                                                               | Interest paid during the period                                                                        |                                                                                                       | $     | 288                            |       
|                                                                               | Non-cash transactions:                                                                                 |                                                                                                       |       |                                |       
|                                                                               |                                                                                                        | Cancellation of note receivable                                                                       |       | $                              | 99    
|                                                                               |                                                                                                        | Assets acquired through capital lease                                                                 |       | $                              | 416   

See
accompanying notes to condensed consolidated financial statements.

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GOLF TRUST OF AMERICA, INC.        Form 10-Q Quarterly Report        For the Three and Six Months Ended June 30, 2005 and 2004        NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS        (unaudited)

1.    Plan of Liquidation and the Resort

On February 25, 2001 our board of directors adopted, and on May 22, 2001 our common and preferred stockholders approved, a plan of liquidation for
us. The plan of liquidation contemplates the sale of all of our assets and the payment of, or provision for, our liabilities and expenses, and authorizes us to establish a reserve to fund our
contingent liabilities. The plan of liquidation gives our board of directors the power to sell any and all of our assets without further approval by our stockholders. The plan of liquidation
constrains our ability to enter into sale agreements that provide for gross proceeds below the low end of the range of gross proceeds that our management initially estimated would be received from the
sale of such assets. However, a fairness opinion, an appraisal or other satisfactory evidence may be obtained by our board of directors to determine that the proposed sale is in our best interest and
the best interest of our stockholders. As of August 8, 2005, pursuant to the plan of liquidation, the Company had sold 40 of the 47 (eighteen-hole equivalent) golf courses in which
the Company once held interests.

On
July 15, 2004, the Company entered into a settlement agreement, or the Settlement Agreement, with GTA-IB LLC, or GTA-IB, our former borrower and Golf
Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC and took
control of the Westin Innisbrook Golf Resort, or the Resort. The settlement was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 141 "Business Combinations". As a result of the settlement, the financial results of GTAIB, our wholly owned subsidiary that now holds title to the Resort,
are consolidated in our financial statements commencing July 16, 2004.

The
Company had previously entered into an agreement with the former borrower 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 Parcel F to avoid interference
with the operations of the Resort.

On
January 21, 2005, in the interest of seeking to accelerate the finalization of our liquidation, the Company engaged Houlihan Lokey Howard and Zukin Capital, Inc., or
Houlihan Lokey, as its exclusive financial advisor to provide financial advisory services to it in furtherance of the Company's stockholder-approved plan of liquidation. The Company's liquidation may
occur through the sale of its assets, a merger or otherwise in order to allow it to maximize value to the Company's stockholders. In addition, subject to appropriate approvals, the Company may pursue
a recapitalization. In this Quarterly Report, the Company refers to the type of transaction discussed in the prior two sentences as an exit transaction. In addition, the Company's board of directors
formed a Special Committee comprised of all three of its independent directors to consider certain matters relating to the liquidation and Houlihan Lokey's services in evaluating an exit transaction.
Houlihan Lokey's work as the Company's financial advisor in furtherance of accelerating the finalization of its liquidation is ongoing. The Company's Special Committee has and expects to continue to
receive regular status reports on progress from Houlihan Lokey. At this time, no binding agreements for the disposition of any of the Company's assets or the Company have been executed as a result of
Houlihan Lokey's work;

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however,
the Company has received preliminary indications of interest from prospective purchasers of the Resort. While the Company has received offers from bidders who have expressed an interest in
purchasing the Resort, those offers are subject to consideration by the Company's Special Committee, a fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., and the
execution of a binding purchase agreement. Therefore, at this time, the Company cannot assure you that it will enter into a binding purchase agreement or, if it does so, that all conditions to closing
will be satisfied and that the transaction will close.

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.

On
May 6, 2005, the Company entered into an agreement, or the Option Agreement, with AEW Targeted Securities Fund, L.P., or AEW, relating to 800,000 shares of the series A
preferred stock held by AEW. The Option Agreement, among other things, grants us the option to purchase, on or before November 30, 2005, all 800,000 shares of preferred stock (including the
corresponding liquidation preferences) held by AEW for a price of approximately $24,914,000. The Option Agreement also provides that in the event that AEW exercises any redemption right on or before
November 30, 2005, or in the event that the Company consummates a transaction that would give AEW a right to liquidation preference payments on or before November 30, 2005, the
applicable aggregate redemption price or liquidation payment on the preferred stock shall be approximately $24,914,000. Finally, the Option Agreement provides that AEW shall provide, at our request,
its consent or approval to a merger, acquisition, recapitalization, asset sale or similar transaction proposed by us.

2.    Organization and Basis of Presentation

The Company was incorporated in Maryland on November 8, 1996. The Company was originally formed to be a real estate investment trust, or REIT; however, as
of fiscal year 2002 the Company no longer has our REIT status as a result of its repossession and operation of golf courses following the default of their original third-party lessees. On
January 30, 2003, the Company sold its last property (3.5 golf courses) that was subject to a participating lease. In its SEC filings, the Company often states golf course quantities in terms
of 18-hole equivalents. Therefore, one 27-hole golf course property would be counted as 1.5 golf courses. As of August 8, 2005, the Company owns three properties which
represent seven golf courses. Two of these properties (3.0 golf courses) are owned and managed by the Company, while the Resort is managed by Westin Management South, or Westin. The four golf courses
at the Resort are currently managed by Troon Golf, LLC, or Troon, through Westin. Prior to July 15, 2004, the Resort served as collateral for a 30-year participating mortgage
wherein the Company was the lender. Upon the execution of the Settlement Agreement with its former borrower on July 15, 2004, the

9

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Company
obtained ownership of the Resort. The Company presently holds our three properties (7.0 golf courses) in fee simple. Four of the Company's golf courses are located in Florida, two in South
Carolina, and one in New Mexico. Title to the Company's golf courses, except in the case of the Resort, is generally held by Golf Trust of America, L.P., a Delaware limited partnership. The Company
refers to Golf Trust of America, L.P. as our "operating partnership" or "OP" and the Company refers to the operating partnership and ourselves (together with all subsidiaries) collectively as "we",
"us" or our "Company." The title to the Resort is held by GTA-IB, LLC, a wholly owned subsidiary of GTA-IB Golf Resort, LLC, which in turn is 100% owned by Golf Trust of
America, L.P. Through its wholly owned subsidiaries GTA GP, Inc., or GTA GP, and GTA LP, Inc., or GTA LP, the Company holds a 99.6 percent interest in our operating partnership as
of May 6, 2005. GTA GP is the sole general partner of our operating partnership and owns a 0.2 percent interest therein. GTA LP is a limited partner in the operating partnership and owns
a 99.4 percent interest therein. These percentages give effect to all outstanding preferred OP units on an as-converted basis.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of GTA GP, GTA LP, the operating partnership and their wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in consolidation.

Adjustments to Liquidation Basis of Accounting

As a result of the adoption by the Company's board of directors of our plan of liquidation and approval of that plan by the Company's stockholders, the Company
adopted the liquidation basis of accounting for all periods subsequent to May 22, 2001. Accordingly, on May 22, 2001, the Company's assets were adjusted to their estimated fair value and
our liabilities, including estimated costs associated with implementing the plan of liquidation, were adjusted to their estimated settlement amounts. The valuation of real estate held for sale as of
June 30, 2005 relies on estimates of sales values based on indications of interest from the marketplace (except for the Resort for which the Company has recently received preliminary offers to
date), certain assumptions by management specifically applicable to each property, and on the property value ranges. The valuation of the Company's other assets and liabilities under the liquidation
basis of accounting are based on our management's estimates as of June 30, 2005.

On
March 30, 2005, the Company extended the term of the amended employment agreement of Scott D. Peters, its chief financial officer, from March 31, 2005 to
March 31, 2006. In connection with the amendment of the Company's employment agreement with Mr. Peters, Mr. Peters agreed to assign to us 55,625 shares of our common stock that
were pledged to us by Mr. Peters pursuant to his February 26, 2001 non-recourse Master Promissory Note. In exchange for the assignment of those 55,625 shares, the Company
agreed to forgive approximately $461,000 that Mr. Peters owed to it pursuant to that Master Promissory Note.

The
change in net assets in liquidation of approximately $409,000 for the three months ended June 30, 2005 was due to an increase in the liquidation reserve primarily for legal
fees expected to be incurred throughout the balance of the liquidation period. The change in net assets in liquidation of approximately $513,000 for the six months ended June 30, 2005 was due
to the $409,000 increase in the liquidation reserve and the cancellation of the note receivable, discussed above, from Mr. Peters in

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favor
of the Company. This note, carried at $99,000 at December 31, 2004, was cancelled in exchange for the assignment to us of 55,625 shares of the Company's common stock. These shares were
valued at approximately $104,000 based on the ten-day trailing closing stock price on March 30, 2005 and cancelled as of that date.

The
net assets of approximately $14,532,000 at June 30, 2005 would result in a liquidation distribution per share of approximately $2.00. This $2.00 estimate for liquidation
distribution per share includes projections of costs and expenses expected to be incurred during the period required to complete the plan of liquidation, that is, until the Company sells its remaining
three assets, including the Resort. These projections could change materially based on the timing of any sale, the performance of the underlying assets, and change in the underlying assumptions of the
cash flow amount projected. The $2.00 estimate is derived by dividing the net assets in liquidation by the number of shares of common stock and common operating partnership units outstanding
(7,353,000 less 85,000) after consideration of those shares that will be cancelled prior to the distribution of the net assets. The number of shares
expected to be cancelled total 85,000 shares of common stock pledged to us as security for the payment and performance of the obligations and liabilities of the pledgor under a common stock redemption
agreement executed concurrently with a 2001 asset sale. This redemption agreement provides in part that this security will be tendered to us if and when the total amount of liquidating distributions
paid to our holders of common stock pursuant to the plan of liquidation is less than $10.74 per share.

Reserve for Estimated Costs During the Period of Liquidation

Under the liquidation basis of accounting, the Company is required as an accounting matter to estimate and accrue the costs associated with implementing and
completing the plan of liquidation. These amounts can vary significantly due to, among other things, the timing and realized net proceeds from golf course sales, the costs of retaining personnel and
others to oversee the liquidation, including the costs of insurance, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with cessation of our
operations. These costs are estimates and are expected to be paid out over the liquidation period. In addition, the Company has contemplated the operating results of the Resort and our other three
managed courses in our liquidation reserve and have accrued the projected costs, including corporate overhead and specific liquidation costs of severance, financial advisors, other professional fees,
and other miscellaneous wind-down costs, expected to be incurred during the projected period required to complete the liquidation of our remaining assets as contemplated in our engagement
with Houlihan Lokey. The Company has not recorded a liability for the accrual of 2004 and 2005 quarterly preferred dividends in our net assets pursuant to the executed letter agreement with AEW on
March 24, 2005 and the subsequent definitive agreement dated May 6, 2005 with AEW, or the Option Agreement. Should the Company not close on an exit transaction by November 30,
2005 as contemplated in the AEW letter agreement and the Option Agreement, an accrual of $625,000 per quarter would need to be recorded for preferred dividends from January 1, 2004 through the
then-contemplated date of the exit transaction absent AEW's agreement to extend the option exercise date in the letter agreement and the Option Agreement beyond the current expiration date
of November 30, 2005. This would reduce the net assets available to stockholders in liquidation and, correspondingly, the estimated liquidation distribution per share. These projections could
change materially based on the timing of any asset sale, the performance

11

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of
the underlying assets, and change in the underlying assumptions of the cash flow amounts projected. The Company expects that these accruals will be adjusted from time to time as projections and
assumptions change.

The
following is a summary of the changes in the Reserve for Estimated Costs During the Period of Liquidation:

|                       |  |   |           |  |   | Increases in the
Liquidation Reserve |   |  
|---------------------- |  | - | --------- |  | - | ------------------------------------ | - | -
|
|Severance              |  | $ | 1,659,000 |  | $ |                                     |   | $
|Professional fees      |  |   | 1,398,000 |  |   | (749,000                             | ) |  
|Financial advisor fees |  |   | 1,050,000 |  |   | (169,000                             | ) |  
|Capital expenditures   |  |   | 10,000    |  |   | (42,000                              | ) |  
|Other                  |  |   | 1,751,000 |  |   | (279,000                             | ) |  
|                       |  |   |           |  |   |                                      |   |  
|Total                  |  | $ | 5,868,000 |  | $ | (1,239,000                           | ) | $
|                       |  |   |           |  |   |                                      |   |  

Included
in the accrued severance amounts above are performance milestone payments due but not yet paid to our executives pursuant to their amended and restated employment agreements.
The Company expects that the performance milestone payments aggregating approximately $1,399,000, plus accrued interest, will be paid in due course; however, there are no remaining conditions to such
payment. Any severance payments otherwise payable by us under the amended and restated employment agreements will be reduced by the amount of all earlier performance milestone payments made.

12

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Since
the Company is presenting liquidation basis financial statements that only reflect the changes in net assets in liquidation, our operating results of our company are summarized and
reflected in the table below:

|                                                               |  | For the three months ended June 30, |           
|-------------------------------------------------------------- |  | ----------------------------------- | ----------
|
|Revenues                                                       |  |                                     |           
|Revenue from Resort and managed golf course operations         |  | $                                   | 12,082,000
|                                                               |  |                                     |           
|Expenses                                                       |  |                                     |           
|General and administrative                                     |  |                                     | 251,000   
|Direct expenses from Resort and managed golf course operations |  |                                     | 11,358,000
|                                                               |  |                                     |           
|Total operating expenses                                       |  |                                     | 11,609,000
|                                                               |  |                                     |           
|Operating income (loss)                                        |  |                                     | 473,000   
|Interest (expense) incomenet                                  |  |                                     | (284,000  
|                                                               |  |                                     |           
|Operating income (loss) and interest                           |  | $                                   | 189,000   
|                                                               |  |                                     |           

|                                                               |  | For the six months ended June 30, |           
|-------------------------------------------------------------- |  | --------------------------------- | ----------
|
|Revenues                                                       |  |                                   |           
|Revenue from Resort and managed golf course operations         |  | $                                 | 28,509,000
|                                                               |  |                                   |           
|Expenses                                                       |  |                                   |           
|General and administrative                                     |  |                                   | 531,000   
|Direct expenses from Resort and managed golf course operations |  |                                   | 24,358,000
|                                                               |  |                                   |           
|Total operating expenses                                       |  |                                   | 24,889,000
|                                                               |  |                                   |           
|Operating income (loss)                                        |  |                                   | 3,620,000 
|Interest (expense) incomenet                                  |  |                                   | (627,000  
|                                                               |  |                                   |           
|Operating income (loss) and interest                           |  | $                                 | 2,993,000 
|                                                               |  |                                   |           

3.    Summary of Significant Accounting Policies

Interim Statements

The accompanying condensed consolidated financial statements for the three and six months ended June 30, 2005 have been prepared in accordance with
(i) accounting principles generally accepted in the United States of America, or GAAP, and under the liquidation basis of accounting following our stockholders' approval of the plan of
liquidation on May 22, 2001, and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements have not
been audited by a registered independent public accounting firm; however, they include adjustments (consisting of normal recurring adjustments) which are, in the judgment of management, necessary for
a fair presentation of

13

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the
net assets, financial condition, results of operations and cash flows for such periods. However, these results are not necessarily indicative of results for any other interim period or for the
full year. In particular, revenues from golf course operations are 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 financial statements included in our annual report on Form 10-K for the
year ended December 31, 2004.

4.    Commitments and Contingencies

Other Litigation



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 proceeding of 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). 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. Parcel F is a parcel of land located within the Resort. The Plaintiffs allege that there are no remaining development units (residential
units) available to be developed within the Resort property. The Company has filed a Motion to Intervene as a defendant in the above-referenced action 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 and the court approved the Motion to Intervene. On
April 5, 2005, the Defendants filed a Motion to Dismiss and Motion to Strike certain counts of the Complaint. 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. On April 26, 2005, the Court granted the Defendent's Motion to Dismiss and Motion to
Strike. 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 May 6, 2005 the Company filed a Motion to Dismiss the Luckey suit. This 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 Judge Brandt Downey, the judge who is now presiding over this case. At that hearing, Judge Downey scheduled a hearing on the defense motions for summary judgment
for August 30, 2005 and a trial commencement date of December 12, 2005. As an intervenor, the Company 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 avoid any prejudice to those rights as they relate to Parcel F and the Resort in
general.

14

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Lake Ozark Industries, Inc. and Everett Holding Company, Inc. v. Golf Trust of America, et al.

This
is an action initiated in the Circuit Court of Miller County, Missouri, by a contractor, Lake Ozark Construction Industries, Inc., or LOCI, and its asserted assignee of lien
and account rights, Everett Holding Company, Inc., in the Fall of 1999 against numerous defendants, including Golf Trust of America, L.P. Plaintiffs assert LOCI performed construction services
on, or that benefited, the property of various defendants, including Golf Trust of America, L.P. So far as the action concerns Golf Trust of America, L.P., plaintiffs seek to foreclose a mechanic's
lien upon property formerly owned by Golf Trust of America, L.P. The lien is for the principal amount of $1,276,123, plus interest at 10% per annum and attorney fees. Plaintiffs calculate interest to
May 20, 1999, just prior to the lien filing, to be
$151,180 and interest thereafter to be $354 per day. In March 2002 the Court orally granted a motion for summary judgment filed by Golf Trust of America, L.P., ruling that plaintiffs' claimed lien
does not comply with requirements of the Missouri mechanic's lien statute and is invalid. The court entered its written order granting Golf Trust of America, L.P.'s motion for summary judgment in
April 2002. Since not all claims involved in this lawsuit were disposed of by that ruling, plaintiffs' time to appeal this ruling did not begin to run. In November 2003 the court entered a final
judgment, and plaintiffs appealed the ruling in favor of Golf Trust of America, L.P. to the Missouri Court of Appeals. The briefs in the appeal were filed and the case was argued to the court of
appeals on October 19, 2004. On November 9, 2004, the Company filed with the Court of Appeals a Motion to File Supplemental Brief, along with a copy of a Supplemental Brief. Following
briefing and oral argument, on April 5, 2005, the Court of Appeals reversed the Circuit Court judgment in favor of us and remanded the case to the Circuit Court for further proceedings. On
April 20, 2005, the Company filed with the Court of Appeals a motion for rehearing and an alternative application to transfer the case to the Missouri Supreme Court. The Court of Appeals denied
this motion and the transfer application on May 31, 2005. On May 31, 2005, the Court of Appeals also filed a modified Opinion, which again reversed the Circuit Court judgment in favor of
us and remanded the case to the Circuit Court for further proceedings. On June 15, 2005, the Company filed with the Missouri Supreme Court an application to transfer the case to that court. The
Missouri Supreme Court has not yet acted on the application for transfer. At this time, the Company is unable to assess the likely outcome of this litigation.

Ordinary Course Litigation

In addition to litigation between a lessor (such as our operating partnership) and our former lessees (and their affiliates), owners and operators of golf courses
are subject to a variety of legal proceedings arising in the ordinary course of operating a golf course, including proceedings relating to personal injury and property damage. The Company has in the
past been, and expects to continue in the future to be, subject to proceedings relating to personal injury and property damage. Such proceedings are generally brought against the operator of a golf
course, but may also be brought against the owner. Since the Company is now either the operator or owner of the remaining golf courses, the Company maintains insurance for these purposes. The Company
is subject to claims and lawsuits in the normal course of operations, which currently includes claims filed in July 2005 by a former employee of Golf Host Securities, Inc., a subsidiary of one
of our affiliates, 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

15

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of
such matters will materially impair operations or have an adverse effect on the Company's financial position and results of operations.

5.    Receivablesnet

Receivablesnet consists of the following:

June 30, 2005

December 31, 2004Trade receivables

$
2,925,000

$
2,073,000Note receivable taken in sale of asset


2,323,000


2,315,000Loans to officersnet of allowance of $362,000 at December 31, 2004





99,000Miscellaneous note and other receivables


692,000


508,000Total

$
5,940,000

$
4,995,000


The
note receivable represents the $2.5 million note the Company received on January 30, 2003, from the buyer of the Eagle Ridge Inn & Resort, plus accrued interest
less a discount reserve of $200,000 (i.e., in the event that the borrower has not caused any uncured event of default to occur under the note at any time prior to its maturity, the borrower shall have
the right to reduce its payment obligations under the note by $200,000 plus any interest paid on that sum during the term of the note upon borrower's payment of the balance of the note, subject to
certain prepayment prohibitions).

6.    Debt

June 30, 2005

December 31, 2004Revolving line of credit

$
2,100,000

$
2,100,000Note payable


742,000


718,000Capital lease obligations


1,112,000


879,000Total

$
3,954,000

$
3,697,000


Revolving Line of Credit

On March 18, 2004, the Company entered into a loan agreement and related mortgage with Textron Financial for a revolving line of credit with a maximum
permissible outstanding loan amount of $2,100,000. This loan is collateralized by a security interest in the Company's golf courses in Columbia, South Carolina, located at the Country Club at
Wildewood and the Country Club at Woodcreek, collectively known as Stonehenge. The term of the loan is for two years from March 18, 2004, and the interest rate is the prime rate plus 1.75% per
annum paid monthly. This loan requires that the operations at Stonehenge for the immediately preceding twelve month period be sufficient to meet a debt service coverage ratio, as defined in the
mortgage of at least 1.20, as measured monthly. The

16

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maximum
borrowing amount permissible under the revolving credit line has been outstanding since July 2004. See further discussion in Note 10 below.

Note Payable

In connection with the Settlement Agreement, Elk Funding, L.L.C., or Elk Funding, provided a $2 million loan to us in the form of two promissory notes,
know as Promissory Note A and Promissory Note B, the latter of which was repaid pursuant to it terms in September 2004. Pursuant to our agreement with Elk Funding, these loans
were to fund the Resort's current working capital needs. Promissory Note A is a non-recourse loan in the original principal amount of $700,000, which sum is collateralized by a
security interest in our portion of the net proceeds from the ultimate sale of Parcel F. Interest will accrue on this unpaid balance at a rate of prime plus 1% until the closing of the sale of
Parcel F, at which time the principal and accrued interest under Promissory Note A will be due. There are no specific financial reporting covenants in Promissory Note A.

Capital Lease Obligations

At June 30, 2005, the Company had capital lease agreements for certain golf course and related equipment. These lease agreements expire at various dates
through 2008.

7.    Accounts payable and other liabilities

Accounts payable and other liabilities consists of the following:

June 30, 2005

December 31, 2004Accounts payable

$
3,920,000

$
4,379,000Accrued payroll


1,391,000


1,065,000Accrued expenses


2,193,000


2,115,000Deferred revenue and deposits


2,954,000


2,962,000Total

$
10,458,000

$
10,521,000


17

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8.    Investment in Resort and related obligations

Certain condensed balance sheet information regarding the Resort, adjusted for the liquidation basis of accounting, is provided below:

|                             |                                       | June 30, 2005 |            | December 31, 2004
|---------------------------- | ------------------------------------- | ------------- | ---------- | -----------------
|Assets                       |                                       |               |            |                  
|                             | Current assets                        |               | $          | 7,733,000        
|                             | Real estate and Resort assets         |               |            | 50,396,000       
|                             | Other assets                          |               |            | 2,442,000        
|                             |                                       |               |            |                  
|Total assets                 |                                       |               | 60,571,000 |                  
|Liabilities                  |                                       |               |            |                  
|                             | Accounts payable and accrued expenses |               |            | 7,429,000        
|                             | Long-term refurbishment               |               |            | 4,652,000        
|                             | Capital lease obligations             |               |            | 1,112,000        
|                             | Other long-term liabilities           |               |            | 6,517,000        
|                             |                                       |               |            |                  
|Total liabilities            |                                       |               | 19,710,000 |                  
|                             |                                       |               |            |                  
|Net investment in subsidiary |                                       | $             | 40,861,000 |                  
|                             |                                       |               |            |                  

Other
obligations consists of the following:

|Estimated fair value at:              |  | June 30, 2005 |            | December 31, 2004
|------------------------------------- |  | ------------- | ---------- | -----------------
|Master Lease Refurbishment Obligation |  | $             | 4,652,000  |                  
|Westin Termination Fee                |  |               | 5,717,000  |                  
|Troon Supplemental Fee                |  |               | 800,000    |                  
|                                      |  |               |            |                  
|                                      |  | $             | 11,169,000 |                  
|                                      |  |               |            |                  

Master Lease Refurbishment Obligation

When the Company took control of the Resort, effective July 16, 2004, the Company recorded a liability in recognition of the Master Lease Agreement, or
MLA, refurbishment program which entitles condominium owners at the Resort who participate in the rental pool to 50% reimbursement of the refurbishment costs of their condominium unit, subject to the
terms and conditions of the MLA. Interest on this liability is accrued at a rate of 5% per annum and paid quarterly. Principal payments began in the first quarter of 2005 and are expected to be paid
quarterly through the fourth quarter of 2009. The estimated settlement value of this liability upon the expected sale of the Resort prior to December 1, 2005 is $4,652,000 as of June 30,
2005.

18

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Minimum
principal payments on the refurbishment program are as follows:

2005 (July 1 to December 31)

$
364,0002006


1,091,0002007


1,455,0002008


1,818,0002009


2,182,000Total

$
6,910,000


Westin Termination Fee

The new Management Agreement that the Company executed with Westin on July 15, 2004 provides that the Company shall pay to Westin, subject to the terms and
conditions set forth in that agreement, a termination fee of $5,900,000 upon termination of the Management Agreement. This amount is reduced by $365 per day for each day elapsed from July 15,
2004 until the termination date; provided, however, that the termination fee shall not be reduced below $5,500,000. As of June 30, 2005, the estimated settlement value of this liability upon
the expected sale of the Resort is $5,717,000.

Troon Supplemental Fee

The Company also executed a new Facility Management Agreement with Troon effective July 15, 2004. That agreement provides that the Company shall pay to
Troon, subject to the terms and conditions set-forth in that agreement, a supplemental fee of $800,000.

9.    Preferred Stock

Series A Cumulative Convertible Redeemable Preferred Stock

On April 2, 1999, the Company completed a registered offering of 800,000 shares of 9.25% Series A Cumulative Convertible Preferred Stock, par value
$0.01 per share, or series A preferred stock, at a price of $25.00 per share to a single purchaser, AEW Targeted Securities Fund, L.P., or AEW. The series A preferred stock is
convertible, in whole or in part, at the option of the holder at any time into our common stock at an implicit conversion price of $26.25 per share of common stock, subject to adjustment in certain
circumstances. The Company contributed the net proceeds to our operating partnership in exchange for 800,000 series A preferred OP units with analogous terms.

Aggregate
series A preferred stock dividends accrued, until July 20, 2003, at a rate of $462,500 per quarter. Effective July 21, 2003, the rate increased to $625,000
per quarter (see further discussion of this increase below). Under our series A charter, because the Company has at least six quarters of accrued and unpaid series A preferred stock
dividends, the holder of the series A preferred stock, AEW or its transferee, had the right to elect two additional directors to our board of directors beginning at our annual meeting on
November 17, 2003, whose terms as directors would continue until the Company fully pays all accrued but unpaid series A dividends. Although AEW did not exercise this right, it may do so
in the future in accordance with the terms of our series A charter and the voting agreement.

19

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On
February 22, 2001, the Company entered into a voting agreement with AEW, which continues to hold all of the shares of the series A preferred stock. That agreement
required AEW to vote in favor of the plan of liquidation and required us to redeem all of the shares of series A preferred stock (for $25 per share, plus dividends accrued and unpaid thereon,
through the date of the final redemption payment) promptly after the Company determines in good faith that the Company has received sufficient net proceeds from the disposition of our assets and/or
operations to redeem all of the series A preferred shares without violating any legal or contractual obligations.

Moreover,
under our voting agreement with AEW, since the Company did not fully redeem the series A preferred stock by May 22, 2003, AEW or its transferee had the right to
require us to redeem the series A preferred stock in full within 60 days thereafter, which right they exercised. The Company defaulted on that obligation, therefore, from July 21,
2003 until the series A preferred stock is redeemed, the stated dividend rate of the series A preferred stock increased from 9.25% to 12.50% per annum (equivalent to a quarterly dividend
of $625,000). Although the Company is permitted to continue to accrue such dividends without paying them on a current basis, they must be paid in full prior to any distribution to holders of our
common stock, which will reduce our cash available for liquidating distributions to holders of our common stock.

On
March 24, 2005, the Company executed a letter with the holder of our series A preferred stock, AEW, in which AEW agreed that it will execute for our benefit an option to
purchase, on or before November 30, 2005, the 800,000 shares of our series A preferred stock held by AEW, including, without limitation, all of AEW's rights to due and unpaid principal,
accrued and unpaid dividends and liquidation preferences payable in respect of such series A preferred stock as of our exercise of the option. This letter agreement was executed in
contemplation of an exit transaction. The exercise price of this option is approximately $24,914,000. This exercise price excludes dividends that would accrue to the series A preferred stock
during 2004 and subsequent periods. As a result, the Company has not recorded a liability for the accrual of 2004 and 2005 quarterly preferred dividends in our net assets based upon our expectation
that the Company will exercise that option prior to November 30, 2005.

In
furtherance of the aforementioned March 24, 2005 letter, on May 6, 2005 we entered into the Option Agreement with AEW, relating to its 800,000 shares of series A
preferred stock. The Option Agreement, among other things, grants us the option to purchase, on or before November 30, 2005, all 800,000
shares of preferred stock (including the corresponding liquidation preferences) held by AEW for a price of approximately $24,914,000. The Option Agreement also provides that in the event that AEW
exercises any redemption right on or before November 30, 2005, or in the event that we consummate a transaction that would give AEW a right to liquidation preference payments arises on or
before November 30, 2005, the applicable aggregate redemption price or liquidation payment on the preferred stock shall be the approximately $24,914,000. Finally, the Option Agreement provides
that AEW shall provide, at our request, its consent or approval to a merger, acquisition, recapitalization, asset sale or similar transaction proposed by us.

10.    Subsequent Events

On August 4, the Company executed loan documents with Textron Financial Corporation, or Textron, to amend our existing revolving loan with Textron. This
amendment to our loan would continue to be collateralized by a security interest in our golf courses in Columbia, South Carolina,

20

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Country
Club at Wildewood and Country Club at Woodcreek, which are collectively referred to as Stonehenge. Pursuant to this amendment, the maximum permissible outstanding loan amount would be expanded
from the current maximum amount of $2,100,000 to up to $4,200,000. The additional loan proceeds would be advanced monthly, subject to certain conditions. The term of the loan has been extended from
March 18, 2006 until March 18, 2009. In certain instances, the loan may be assumed by a buyer of Stonehenge pursuant to assumption provisions in this loan amendment. The interest rate
will continue to be the prime rate plus 1.75% per annum, paid monthly. The Company paid a one-time commitment fee to Textron of $42,000 to obtain the increase in this credit line and the
Company will pay to Textron a fee of 0.25% per annum of the unused line balance. The funds drawn under this credit line would be used for working capital as needed from time to time as the Company
continues to proceed through the plan of liquidation. The initial draw under this amended revolving loan was $1,000,000 and was funded on August 9, 2005.

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 entered into an amendment to the Parcel F Development Agreement which the Company believes will allow the Company to better manage the
location of the Parcel F access road and adds the Company's subsidiary, GTA-IB, LLC, as a party to the Parcel F Development Agreement.

The
Company is presently in the process of liquidating pursuant to a Plan of Liquidation approved by the stockholders of the Company on May 22, 2001. In that regard, the Company
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 the Special Committee of the Board of Directors of the Company, receipt of a fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., execution of an asset
purchase agreement and satisfaction of all closing conditions.

21

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GOLF TRUST OF AMERICA, INC.        Form 10-Q Quarterly Report        For the Three and Six Months Ended June 30, 2005 and 2004

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

We were incorporated in Maryland on November 8, 1996. We are currently engaged in a liquidation of our assets pursuant to a plan of liquidation approved by
our stockholders. We were originally formed to be a real estate investment trust, or REIT, however, as of fiscal year 2002 we no longer have our REIT status as a result of our repossession and
operation of golf courses following the default of their original third-party lessees. We sold our last property (3.5 golf courses) that was subject to a participating lease on January 30,
2003. We own and operate golf courses, subject to our efforts to sell the same pursuant to the plan of liquidation. In our SEC filings, we often state golf course quantities in terms of
18-hole equivalents. Therefore, one 27-hole golf course property would be counted as 1.5 golf courses. As of August 8, 2005, we own three properties, held by us in fee
simple, which represent seven golf courses. Three of the seven golf courses are managed by us and four (namely, the Resort golf courses) are pursuant to a management contract with an unaffiliated
third-party, Westin. Four of our golf courses are located in Florida, two in South Carolina and one in New Mexico. Title to our golf courses is generally held by Golf Trust of America, L.P., a
Delaware limited partnership. Title to the Resort is held by GTA-IB, LLC, a wholly-owned subsidiary of GTA-IB Golf Resort, LLC, which in turn is 100% owned by Golf Trust of
America, L.P. We refer to Golf Trust of America, L.P. as our "operating partnership" or "OP" and we refer to the operating partnership and ourselves (together with all subsidiaries) collectively as
"we," "us" or our "Company." Through our wholly owned subsidiaries, GTA GP, Inc. and GTA LP, Inc., we held a 99.6 percent interest in our operating partnership as of
August 8, 2005. GTA GP is the sole general partner of our operating partnership and owns a 0.2 percent interest therein. GTA LP is a limited partner in the operating partnership and owns
a 99.4 percent interest therein. These percentages give effect to all outstanding preferred OP units on an as-converted basis as of August 8, 2005.

Significant Events since the filing of our Quarterly Report on Form 10-Q on May 13, 2005

Significant events occurring since May 13, 2005 (the filing date of our quarterly report on Form 10-Q) include:



22

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Assets held for sale

The following chart identifies each of our unsold properties as of August 8, 2005:

Property

Location

18-Hole
EquivalentThe Resort

Palm Harbor, FL

4.0Tierra Del Sol

Belen, NM

1.0Stonehenge (Wildewood and Woodcreek Farms)

Columbia, SC

2.0Total



7.0


As
of August 8, 2005, we have not entered into any executed binding agreements with prospective purchasers of the foregoing assets.

The Resort

Status of the Sale of the Resort

Houlihan Lokey's work as our financial advisor in furtherance of accelerating the finalization of our liquidation is on-going. Our Special Committee
has and expects to continue to receive regular status reports on progress from Houlihan Lokey. At this time no binding agreements for the disposition of any of our assets or our Company have been
executed by us as a result of Houlihan Lokey's work; however, we have received preliminary indications of interest from prospective purchasers of the Resort. While we have received offers from bidders
who have expressed an interest in purchasing the Resort, those offers are subject to completion of due diligence by the potential buyers, consideration by a Special Committee of our Board, receipt of
a fairness opinion from Houlihan Lokey
Howard & Zukin Financial Advisors, Inc., and the execution of a binding purchase agreement, and, therefore, we cannot assure you that we will enter into a binding purchase agreement or, if we
enter into a binding purchase agreement, that all conditions to closing will be satisfied, and that the transaction will close. As contemplated in our January 2005 engagement of Houlihan Lokey,
our board of directors may decide to sell our interest in the Resort as part of an exit transaction prior to the end of the previously anticipated holding period (i.e., prior to December 31,
2005) in response to an offer our Board deems is reasonable if, after consideration of the facts and circumstances at that time, our board of directors determines that the sale or other exit
transaction would be in the best interest of our stockholders. In particular, the Option Agreement that AEW executed in our favor provides an incentive to consummate an exit transaction on or before
the November 30, 2005 termination date of that agreement. See discussion of the risks we face related to the sale of the Resort below under the caption Risk Factors.

Rental Pool

In connection with the Settlement Agreement, we assumed control and operation of the Resort Rental Pool Lease Operation at the Resort. Approximately half of the
condominium owners at the Resort provide their units as resort accommodations under rental pool lease agreements. We are the lessee under the lease operation agreements, which provide for the
distribution of a percentage of room revenues to participating condominium owners. Accordingly, we do not bear the expense of

23

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certain
operating and financing costs of the rental units. However, we do bear the expense of all other operating aspects of the Resort.

The
condominium owners at the Resort have established an Association of Condominium Owners, or the Association, to administer and maintain certain of the common areas of the Resort and
to conduct the business of the condominium owners, such as maintaining insurance on the real property, upkeep of the structures, maintenance of the grounds, electricity for the common areas,
water/sewer and security services. In addition to the current rental pool agreement dated January 1, 2002, the former owner of the Resort agreed with the Association that the former owner of
the Resort would reimburse 50% of the refurbishment costs plus accrued interest (at 5% per annum) expended in the refurbishment of the condominium units by the condominium owners. This amount will be
reimbursed to participating condominium owners (or transferees of their condominium unit) over the five-year period beginning in 2005 as reflected in the table below. The reimbursement
attributable to each unit is contingent on the unit remaining in the rental pool from the time of the refurbishment of such unit throughout the reimbursement period (2005 to 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. As of
September 2003, the refurbishment of all 617 rental pool units was completed.

Minimum
principal payments on the refurbishment program determined pursuant to the terms and conditions of the rental pool lease agreement are as follows:

Year

Principal

InterestJuly 1 through December 31, 2005

$
364,000

$
168,0002006


1,091,000


300,0002007


1,455,000


236,0002008


1,818,000


155,0002009


2,182,000


55,000Total

$
6,910,000

$
914,000


Class Action Lawsuit of the Condominium Owners

Approximately fifty condominium owners initiated legal action against our former borrower and its corporate parent, Golf Hosts, Inc., regarding various
aspects of the prior rental pool arrangement. At the present time, we are not a party to the lawsuit, nor are any of our affiliates. It is our understanding, however, 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 stating that the plaintiffs are entitled to participate in the rental pool and requiring that golf course access be limited to persons who are either members, their
accompanied guests, or guests of the Resort.

Application of Critical Accounting Policies

Upon approval by our stockholders of the plan of liquidation on May 22, 2001, we adopted the liquidation basis of accounting for periods beginning after
May 22, 2001. The changes in Net Assets in Liquidation for Golf Trust of America, Inc. excluding the Resort and Golf Host Securities, are discussed below. This discussion of changes in
net assets, instead of a discussion of operating results, is

24

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consistent
with the presentation of the liquidation basis financial statements in Item 1 of this Quarterly Report on From 10-Q. The results of operations for the Resort are discussed
separately below under the caption "Resort results of operations for the three and six months ended June 30, 2005 and 2004." Please refer to "Management's Discussion and Analysis of Financial
Condition and Results of OperationsApplication of Critical Accounting Policies "in our Form 10-K for the year ended December 31, 2004 filed on March 30,
2005 for a complete description of our critical accounting policies.

Reserve for Estimated Costs During the Period of Liquidation

The change in our reserve for estimated liquidation costs for the three and six months ended June 30, 2005 is summarized in note 2 to our condensed
consolidated financial statements contained in Item 1 above.

Changes in Net Assets in Liquidation

January 1, 2005 to June 30, 2005

On March 30, 2005, we extended the term of the amended employment agreement of Scott D. Peters, our chief financial officer, to March 31, 2006 from
March 31, 2005. In connection with the amendment of our employment agreement with Mr. Peters, Mr. Peters agreed to assign to us 55,625 shares of our common stock that were pledged
to us by Mr. Peters pursuant to his February 26, 2001
non-recourse Master Promissory Note. In exchange for the assignment of those 55,625 shares, we agreed to forgive approximately $461,000 that Mr. Peters owed to us pursuant to that
Master Promissory Note.

The
change in net assets in liquidation of approximately $409,000 for the three months ended June 30, 2005 was due to an increase in the liquidation reserve primarily for legal
fees expected to be incurred throughout the balance of the liquidation period. The change in net assets in liquidation of approximately $513,000 for the six months ended June 30, 2005 was due
to the $409,000 increase in the liquidation reserve and the cancellation of the note receivable, discussed above, from Mr. Peters in favor of us. This note, carried at $99,000 at
December 31, 2004, was cancelled in exchange for the assignment to us of 55,625 shares of our common stock. These shares were valued at approximately $104,000 based on the ten-day
trailing closing stock price on March 30, 2005 and cancelled as of that date.

The
net assets of approximately $14,532,000 at June 30, 2005 would result in a liquidation distribution per share of approximately $2.00. This $2.00 estimate for liquidation
distribution per share includes projections of costs and expenses expected to be incurred during the period required to complete the plan of liquidation, that is, until we sell our remaining three
assets, including the Resort and cease operations. These projections could change materially based on the timing of any sale, the performance of the underlying assets, and change in the underlying
assumptions of the cash flow amount projected. The $2.00 estimate is derived by dividing the net assets in liquidation by the number of shares of common stock and common operating partnership units
outstanding (7,353,000 less 85,000) after consideration of those shares that will be cancelled prior to the distribution of the net assets. The number of shares expected to be cancelled total 85,000
shares of common stock pledged to us as security for the payment and performance of the obligations and liabilities of the pledgor under a common stock redemption agreement executed concurrently with
a 2001 asset sale. This redemption agreement provides in part that this security will be tendered to us if and when the total amount of

25

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liquidating
distributions paid to our holders of common stock pursuant to the plan of liquidation is less than $10.74 per share.

Since
we are presenting liquidation basis financial statements that only reflect the changes in net assets in liquidation, the operating results of our company are summarized and
reflected in the table below. Financial results for the Resort are not reflected in the table below for 2004 due to the fact that we did not take title to the Resort until July 15, 2004.

|                              |                                                                | For the three months
ended June 30, |        | For the six months
ended June 30, |  
|----------------------------- | -------------------------------------------------------------- | ----------------------------------- | ------ | --------------------------------- | -
|
|
|Revenues                      |                                                                |                                     |        |                                   |  
|                              | Revenue from Resort and managed golf course operations         |                                     |        | 12,082                            |  
|                              |                                                                |                                     |        |                                   |  
|Expenses                      |                                                                |                                     |        |                                   |  
|                              | General and administrative                                     |                                     |        | 251                               |  
|                              | Direct expenses from Resort and managed golf course operations |                                     |        | 11,358                            |  
|                              |                                                                |                                     |        |                                   |  
|Total operating expenses      |                                                                |                                     | 11,609 |                                   |  
|                              |                                                                |                                     |        |                                   |  
|Operating (loss) income       |                                                                |                                     | 473    |                                   |  
|Interest (expense) incomenet |                                                                |                                     | (284   | )                                 |  
|                              |                                                                |                                     |        |                                   |  
|Operating (loss) income       |                                                                | $                                   | 189    |                                   | $
|                              |                                                                |                                     |        |                                   |  

Resort results of operations for the three and six months ended June 30, 2005 and 2004 (in thousands except for utilization statistics and
percentages)

Because the Resort is a destination golf resort, we believe it appeals to a different market than the market of a stand-alone hotel located in a downtown
metropolitan area. 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.

26

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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         |                           |       
|                                      |               |                               |                |                           |       
|Actual room nights                    |               |                               |                |                           |       
|                                      | Group         |                               |                | 16,640                    |       
|                                      | Transient     |                               |                | 11,779                    |       
|                                      |               |                               |                |                           |       
|                                      |               | Total room nights             |                |                           | 28,419
|                                      |               |                               |                |                           |       
|Food and beverage covers              |               |                               | 107,630        |                           |       
|                                      |               |                               |                |                           |       
|Golf rounds                           |               |                               |                |                           |       
|                                      | Resort guests |                               |                | 24,023                    |       
|                                      | Member/guests |                               |                | 9,362                     |       
|                                      |               |                               |                |                           |       
|                                      |               | Total golf rounds             |                |                           | 33,385
|                                      |               |                               |                |                           |       
|Results of operations (in thousands): |               |                               |                |                           |       
|                                      | Revenues      |                               |                |                           |       
|                                      |               | Hotel                         |                | $                         | 3,452 
|                                      |               | Food and beverage             |                |                           | 2,816 
|                                      |               | Golf                          |                |                           | 3,392 
|                                      |               | Other                         |                |                           | 1,064 
|                                      |               |                               |                |                           |       
|                                      |               |                               | Total revenues |                           |       
|                                      |               |                               |                |                           |       
|                                      | 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 |                           |       
|                                      |               |                               |                |                           |       
|Operating income                      |               |                               | (322           | )                         |       
|Interest expense, net                 |               |                               | 375            |                           |       
|                                      |               |                               |                |                           |       
|Net income (loss)                     |               | $                             | (697           | )                         | $     
|                                      |               |                               |                |                           |       

27

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|Selected rental pool statistical data: |  |   |        |   |   |        |   |   |       |   |      |    |   |        |   |   |        |   |   |      |   |      |  
|-------------------------------------- |  | - | ------ | - | - | ------ | - | - | ----- | - | ---- | -- | - | ------ | - | - | ------ | - | - | ---- | - | ---- | -
|Average daily distribution             |  | $ | 22.70  |   | $ | 18.06  |   | $ | 4.64  |   | 25.7 | %  | $ | 29.40  |   | $ | 21.71  |   | $ | 7.69 |   | 35.4 | %
|                                       |  |   |        |   |   |        |   |   |       |   |      |    |   |        |   |   |       
|Average room rate                      |  | $ | 133.05 |   | $ | 119.39 |   | $ | 13.66 |   | 11.4 | %  | $ | 138.56 |   | $ | 138.16 |   | $ | .40  |   | 0    | %
|                                       |  |   |        |   |   |        |   |   |       |   |      |    |   |        |   |   |       
|Occupancy percentage                   |  |   | 52.2   | % |   | 40.9   | % |   | 5.7   | % | 13.9 | %  |   | 58.1   | % |   | 43.0   | % |   | 15.1 | % | 35.1 | %
|                                       |  |   |        |   |   |        |   |   |       |   |      |    |   |        |   |   |       
|Average number of available units      |  |   | 589    |   |   | 594    |   |   | (5    | ) | (0.8 | )% |   | 589    |   |   | 586    |   |   | 3    |   | 0.5  | %
|                                       |  |   |        |   |   |        |   |   |       |   |      |    |   |        |   |   |       

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 6,557, 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 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. We believe that the primary reason for this increase in golf revenue was the utilization of the specific golf-marketing fund created pursuant to
our Westin management agreement to promote golf throughout the eastern United

28

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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. 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.

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.

29

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Six months ended June 30, 2005 and 2004

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 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

30

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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.

31

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Liquidity and Capital Resources

With respect to our operations exclusive of the Resort's cash position discussed below, our only sources of cash flow (other than the net proceeds from asset
sales from time to time) are the monthly interest income we receive on a note receivable (approximately $22,000 per month) and a distribution of net operating income from the two golf properties that
we own and manage. As a result, on March 18, 2004, we entered into a loan agreement and related mortgage with Textron Financial Corporation, or Textron, for a revolving line of credit with a
maximum permissible outstanding loan amount of $2,100,000. This loan is collateralized by a security interest in our golf courses collectively known as Stonehenge. The loan had a two year term
beginning on March 18, 2004 and the interest rate is the prime rate plus 1.75% paid monthly. This loan requires that the operations at Stonehenge for the immediately preceding twelve month
period is sufficient to meet a debt service coverage ratio, as defined in the mortgage of at least 1.20, as measured monthly. The maximum permissible amount has been drawn and has been outstanding on
the revolving line of credit since July 2004. However, on August 4, we executed loan documents with Textron to amend our existing revolving loan with Textron. The loan continues to be
collateralized by a security interest in our golf courses in Columbia, South Carolina, Country Club at Wildewood and Country Club at Woodcreek, which are collectively referred to as Stonehenge.
Pursuant to this amendment, the maximum permissible outstanding loan amount was expanded from the current maximum amount of $2,100,000 to up to $4,200,000. The additional loan proceeds would be
advanced quarterly, subject to certain conditions. The term of the loan has been extended from March 18, 2006 to March 18, 2009. Subject to certain conditions, a buyer of Stonehenge
may assume this loan pursuant to the loan assumption provisions in the amendment. The interest rate will continue to be the prime rate plus 1.75% per annum, paid monthly. We paid a
one-time commitment fee to Textron of $42,000, which represents 2% of the new funds approved to obtain the increase in this credit line, and we will pay to Textron a fee of 0.25% per annum
of the unused line balance. The funds drawn under this credit line would be used for working capital as needed from time to time as we continue to proceed through the plan of liquidation. The initial
draw under this amended revolving loan was $1,000,000 and was funded on August 9, 2005.

The
Resort's working capital position is a deficit of approximately $855,000 as of June 30, 2005. The Resort continues to experience seasonal fluctuations in its net working
capital position due to the seasonality of the golf industry in Florida. Seasonality impacts our liquidity in that there is generally more available cash during the winter months, specifically in the
first quarter, while cash generally becomes very limited in the late summer months. Revenues decline at the Resort during the summer months because the hot Florida weather makes the Resort less
appealing for group golf outings and vacation destination golfers. Additionally, unusual weather patterns, such as the hurricanes experienced in Florida in 2004, may reduce revenues for the Resort in
late summer-early fall by negatively impacting reservations in comparable periods (July through September) of subsequent years. The Resort uses seasonal pricing (peak, shoulder and
off-peak) to maximize revenues. Generally, the Resort's only source of cash is from its profitable operations, if any. While the financial performance of the Resort is showing signs of
recovery to date in 2005 as discussed in further detail below under the caption "Resort results of operations for the three and six months ended March 31, 2005 and 2004," it does not appear
from the projections provided by Westin 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 continue to work diligently with the Resort manager, Westin, to identify opportunities to improve the cash flow situation at the Resort. Further, we are
currently seeking a buyer for the Resort. Due to its current working capital deficit, the Resort has requested a capital

32

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infusion
from us which we expect to fund in the near term. The funding is expected to be in the range of $500,000 to $750,000. We intend to use the initial draw of $1.0 million on our recently
amended Textron revolving line of credit to fund such amount.

We
currently hold a note receivable from the buyer of the Eagle Ridge Inn & Resort. The amount outstanding under this note at June 30, 2005 was approximately $2,323,000,
which represents $2.5 million principal on the note, plus accrued interest, less a $200,000 discount reserve. On January 30, 2005, the borrower exercised its option for a one year
extension on the maturity of the note. As a result of the extension of the term of this note, the maturity date is now January 30, 2006. Effective as of the date of the extension, the interest
rate increased to prime plus 5% until the new maturity date of January 30, 2006.

In
the event that we are unable to sell our remaining assets as planned, we may be unable to pay our obligations as they become due. In addition, our ability to pay our obligations as
they become due is based on the assumption that our chief executive officer will not require payment of outstanding performance milestone payments owed by us to him prior to our realizing net cash
proceeds from asset
sales sufficient to do so. As of June 30, 2005, we owed our two most senior executive officers a total of approximately $1,678,000 in milestone payments and accrued interest on such milestone
payments and we also owed a substantial sum in legal fees. Our ability to pay our obligations as they become due will depend on cash flow from the Resort, and forbearance by our senior executive
officers and our counsel with respect to sums that we owe to those parties. In the event that we experience lower revenues, or higher costs, with respect to the Resort, we may need to seek to find
alternative funding in order to pay our obligations. Further, should our senior executive offers or our counsel require payment of funds owed to them, we may need to find alternative funding in order
to pay our obligations.

See
discussion of our obligations to the holder of our preferred stock in note 9 to our condensed consolidated financial statements under Item 1 above and also below under the
caption "Risk Factors".

Cash flows for the six months ended June 30, 2005 and 2004

Cash flow provided by operating activities for the six months ended June 30, 2005 was $1,491,000 compared to cash flow used in operating activities for the
six months ended June 30, 2004 of $991,000. The primary components of the cash fluctuations in operating activities were liquidation liability payments and adjustments and working capital
changes. The increase in the cash flow provided by operating activities for the six months ended June 30, 2005 compared to the same period in the prior year was due to the contribution of the
net income from the financial performance of the Resort. The Resort's peak season is the first quarter of each year, however, we did not have title to the Resort during this period in 2004 and its
performance was not included in the results for the six months ended June 30, 2004. Also affecting cash flow from operations were changes in other assets and accounts payable and other
liabilities. The liquidation liabilities were accrued as of the approval of our plan of liquidation on May 22, 2001, and subsequently adjusted based on payments and updated estimates of future
liabilities.

We
incurred approximately $450,000 in capital expenditures at the Resort and $42,000 in capital expenditures at the other golf courses that we owned and managed during the six months
ended June 30, 2005 compared to $18,000 in total capital expenditures for the six months ended June 30, 2004. Additionally, during the six months ended June 30, 2004, notes
receivable increased by $15,000.

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During
the six months ended June 30, 2005, we did not incur any additional debt; however, during the six months ended June 30, 2004 we drew $1,090,000 under our revolving
line of credit. During the six months ended June 30, 2005, the Resort paid approximately $545,000 under its capital lease obligations. We did not make any payments against our capital lease
obligations during the same period in 2004 primarily due to the fact that we did not have title to the Resort during the six months ended June 30, 2004.

Tax Consideration

We do not currently project any income tax liability for the remainder of our liquidation as a result of our net losses for 2002, 2003 and 2004 and our net
operating loss carryforwards, which we currently expect to be sufficient to offset any taxable income for the remainder of our liquidation.

Off Balance Sheet Arrangements

As of June 30, 2005, we have no unconsolidated subsidiaries.

We
do not have any relationships with unconsolidated entities or unconsolidated financial partnerships of the type often referred to as structured finance or special purpose entities,
i.e., unconsolidated entities established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed
any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding to any such entities (except potentially in connection with the Resort as discussed
previously). Accordingly, we believe we are not materially exposed to any market, credit, liquidity or financing risk that could arise if we had engaged in such relationships.

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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)
|---------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------
|
|Employment Agreements and Employment Security Agreements                                                                           |  | $                                    
|Series A Preferred Stock and accrued dividends(1)                                                                                  |  |                                      
|Elk Funding Loan                                                                                                                   |  |                                      
|Textron revolving line of credit                                                                                                   |  |                                      
|Liquor license note payable (applies to a certain managed golf course)(2)                                                          |  |                                      
|Operating lease agreements at the managed golf courses                                                                             |  |                                      
|Advertising, service, equipment maintenance and other contracts and software license and support agreements at the managed courses |  |                                      
|Lease agreements for GTA corporate office                                                                                          |  |                                      
|                                                                                                                                   |  |                                      
|Subtotal of our obligations excluding those of the Resort                                                                          |  |                                      
|                                                                                                                                   |  |                                      
|Master lease agreement (with the condominium owners)                                                                               |  |                                      
|Management agreements(3)                                                                                                           |  |                                      
|Troon supplemental fee                                                                                                             |  |                                      
|Operating and capital leases                                                                                                       |  |                                      
|Significant open purchase orders(4)                                                                                                |  |                                      
|Service agreements and other                                                                                                       |  |                                      
|                                                                                                                                   |  |                                      
|Subtotal of the Resort's obligations                                                                                               |  |                                      
|                                                                                                                                   |  |                                      
|Total of our consolidated obligations                                                                                              |  | $                                    
|                                                                                                                                   |  |                                      

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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.

Commitments

Series A Preferred Stock.See discussion of our obligations to our holder of the
series A preferred stock in Item 1, notes 1 and 9 above to our condensed consolidated financial statements herein and also below under the caption "Risk
Factors".

Inflation

We believe that inflation does not pose a material risk to us. Our main source of cash flow is golf course dispositions which are not particularly vulnerable to
inflation because we can adjust our asking prices if supply/demand factors support an interest in the particular golf course. Our main financial obligation, redemption of the series A preferred
stock, accrues at a fixed rate. Although some of our obligations (such as the salary of our chief executive officer) automatically adjust for inflation, some of our rights are similarly indexed. Our
room rates at the Resort and our golf course fees at the Resort and at the other properties that we own and manage are relatively flexible and can be increased, subject to constraints imposed by
competition and, in some cases, patrons' yearly membership privileges.

Seasonality

The golf industry is seasonal in nature. Revenues generally decline at the Resort during the summer months because the hot Florida weather makes the Resort less
appealing for group golf outings and vacation destination golfers. Additionally, unusual weather patterns, such as the hurricanes experienced in Florida in 2004, may reduce revenues for the Resort in
the period from late summer through early fall by negatively impacting reservations in comparable periods. In October 2003, the Resort hosted, and is expected to host thereafter through 2006, a
nationally televised PGA event, the Chrysler Championship, that brings some of the highest profile golfers to the Resort for several days for the tournament, as well as high profile golf industry
sponsors and vendors. Historically, revenues increase in the fourth quarter, however, they are generally the greatest during the first quarter with guests coming from the northeast and other regions
to enjoy the warm weather. The Resort uses seasonal pricing (peak, shoulder and off-peak) to maximize revenues. The effects of seasonality at our golf courses can be partially offset at
daily-fee golf courses by varying greens fees based on changes in demand.

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RISK FACTORS

Risks that might Delay or Reduce our Liquidating Distributions

We have recorded the value of the Resort and our remaining golf courses at our best estimates of fair value as of August 8, 2005; however, we cannot
provide assurances that these estimates reflect actual current market value for the applicable courses. As a result, at the present time, we do not believe that we are able to reliably project the
amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidation period and the amounts may be less than our earlier projections.

Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We might sell the
Resort for an amount less than our current estimate of its fair value, which could reduce our liquidating distributions to holders of our common stock.

After
we took possession of the Resort on July 16, 2004 pursuant to our Settlement Agreement with Westin and our former borrower, we were required to allocate the settlement
amount among the different asset categories on our balance sheet as of the date that we assumed ownership of the Resort. As part of this allocation process, we engaged the same third-party experts
that prepared the asset study that we commissioned in July 2003 to update this study. This study included an estimate of the fair value of the Resort's real estate operating as a golf resort
and an estimate of the fair value of the Resort's identified contractual intangible assets, and non-contractual but identifiable intangible items. We updated the estimated fair market
value in continued use of the Resort's furniture, fixtures and equipment, or FF&E, inventory from the value obtained in July 2003 by giving consideration to new FF&E purchased since
July 2003 instead of retaining a third party expert for this purpose. We believe this is a reasonable approach. The estimate of the fair market value of each of these asset groups are based on
facts and circumstances known to us at this time. Based on this updated asset study and other facts and circumstances known to us at the date that we took title to the Resort, for purposes of our
September 30, 2004 balance sheet, we estimated the fair value of the Resort asset under the "orderly liquidation" strategy to be $39.24 million. Accordingly, for the quarter ended
September 30, 2004, we recorded a write-down of $5.0 million against the then participating mortgage's December 31, 2003 and June 30, 2004 value of
$44.24 million. As of June 30,
2005, we have recorded no additional write-downs. We have identified our valuation of the Resort asset as a critical accounting estimate, and it is discussed under the caption "Application of Critical Accounting
Policies."

While
we have obtained additional information regarding the valuation of the Resort as a result of the valuation study by our independent financial advisor, the valuation of the Resort
is still subject to uncertainty. We do not believe we are able at this time to project the amount of the total liquidating distributions we will make to the holders of our common stock over the
remainder of the liquidating period. The factors giving rise to this uncertainty include, without limitation, the following:



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As
a result of the foregoing, at the present time we will refrain from either making any adjustments (positive or negative) to any earlier reported range of distributions or proposing a
new range. We may, however, be able to do so in future periods in the event that the quality and reliability of all information necessary to make estimates of cash flow and, correspondingly, value
become more reliable. In the event that additional valuation information becomes available, it is possible that any difference in the valuation of the Resort, the valuation of our other assets, or the
magnitude of our liabilities, would cause the lower end of the Updated 2003 Range to decline. You should not assume that the liquidating distributions have not declined, perhaps in material amounts,
from the historical projections earlier provided.

We
do not rule out the possibility that we might sell our interest in the Resort (either directly or by way of another exit transaction) prior to the December 31, 2005 end of the
anticipated holding period in response to any reasonable offer, even if the offered amount is less than our estimated fair value of the Resort on our books at that time, if, after consideration of the
facts and circumstances at that time, our board determines that the sale or other exit transaction would be in the best interest of our stockholders. It is also possible that our board might decide to
extend the currently contemplated holding period of this asset past 2005 if it determines that such an extension may allow us to realize a better recovery on the asset or otherwise be in the best
interest of our stockholders. In any case, we face the risk that our efforts to preserve the value of the Resort might be unsuccessful and we might ultimately sell our interest in the Resort for less
than our last estimate of its fair value. Accordingly, our assessment of the Resort's fair value may change at some future date, perhaps in a material adverse manner, based on facts and circumstances
at that time, and the Resort's value may again be written-down.

We have received offers froma number of bidders who have expressed an interest in purchasing the Resort. Those offers are subject to consideration by the Special Committee of
our Board, receipt of a fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc., and the execution of a binding purchase agreement, and, therefore, we cannot assure you
that we will enter into a binding purchase agreement or, if we do so, that all conditions to closing will be satisfied and that the transaction will close.

We
currently have received indications of interest from several bidders regarding the acquisition of the Resort; however, at the present time we have not entered into a binding agreement
providing for the sale of the Resort. Those offers are subject to consideration by the Special Committee of our Board, the receipt of a fairness opinion from Houlihan Lokey Howard & Zukin Financial
Advisors, Inc., and the execution of a binding purchase agreement, and, therefore, we cannot assure you that we will enter into a binding purchase agreement or, if we do so, that all conditions
to closing will be satisfied and that the transaction will close.

We have entered into an Option Agreement with the holder of our series A preferred stock which contemplates that the holder will permit us to repurchase all of the
holder's series A preferred stock for less than the current liquidation preferences afforded to those shares. As a result, we have not recorded a liability for the accrual of 2004 and 2005
quarterly preferred dividends in our net assets based upon our expectation of the option agreement.

On
March 24, 2005, we executed a letter and on May 6, 2005, we executed an Option Agreement with the holder of our series A preferred stock, AEW, in which AEW agreed
that we shall have an option to purchase, on or before November 30, 2005, the 800,000 shares of our series A preferred stock held by AEW, including, without limitation, all of AEW's
rights to due and unpaid principal, accrued and unpaid dividends and liquidation preferences payable in respect of such series A preferred shares

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as
of our exercise of the option. The exercise price of this option is approximately $24,914,000. This exercise price excludes dividends that would accrue to the series A preferred stock during
2004 and subsequent periods. As a result, we have not recorded a liability for the accrual of 2004 and 2005 quarterly preferred dividends in our net assets based upon our assumption that we will
exercise that option prior to November 30, 2005.

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

On
July 15, 2004, we entered a Settlement Agreement relating to our June 1997 $79.0 million loan to our former borrower. This loan was secured by a mortgage on the
Resort. As part of the Settlement Agreement, we assumed certain financial obligations of the borrower, such as refurbishment expenses paid by the condominium owners, a modified termination rights fee
and outstanding golf facility management fees payable to Troon. As the owner of the Resort, we are responsible for any negative cash flow associated with its ownership and operation. 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 expected. In that case, our
cash available for distribution and the ultimate amount of our liquidating distributions to the holders of our common stock could be less than our expectations. We recently received a demand from
Westin under the Management Agreement to fund at least $700,000 to offset a shortfall in cash flow at the Resort. We intend to fund an amount we believe to be acceptable.

Although
the revenues of the Resort have begun to increase after we took title to the Resort following the end of the second quarter of 2004, we cannot guarantee that the Resort's future
performance will continue to show improvement. Our recovery with respect to this asset might be significantly delayed, and the net proceeds that we ultimately receive upon a sale of the Resort might
be less than our current estimate of the Resort's fair value, if we do not continue to improve the Resort's financial performance. In such an event, our liquidating distributions to holders of our
common stock would be reduced. Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We can
provide no assurance of success under the Settlement Agreement or the future success of the Resort.

Stockholder litigation related to the plan of liquidation could result in substantial costs and distract our management.

Extraordinary
corporate actions, such as our plan of liquidation, often lead to securities class action lawsuits and derivative litigation being filed against companies such as ours. We
became involved in this type of litigation in connection with our plan of liquidation (and the transactions associated with it) in a legal action we refer to as the Crossleylitigation. During the
second quarter of 2003, theCrossleyclaim was dismissed with prejudice
on our motion for summary judgment. Accordingly, the lawsuit was dismissed and the plaintiff will not be allowed to refile the claim, although the plaintiff could appeal the dismissal. We subsequently
entered into a non-monetary settlement with the plaintiff whereby the plaintiff agreed not to appeal the dismissal and we agreed not to seek reimbursement of our legal costs from the
plaintiff. Even though theCrossleylitigation has been dismissed, we face the risk that other claims might be brought against us. Any such litigation
would likely be expensive and, even if we ultimately prevail, the process would divert management's attention from implementing the plan of liquidation and otherwise operating our business. If we do
not prevail in any such litigation, we might be liable for damages. It is not possible to predict the amount of such potential damages, if any, but they might be significant. Any damage liability
would reduce our cash available for distribution and the ultimate amount of our liquidating distributions to holders of our common stock.

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If we are unable to retain at least one of our key executives and sufficient staff members to complete the plan of liquidation in a reasonably expeditious manner, our
liquidating distributions might be delayed or reduced.

Our
ability to complete any golf course sales which may become subject to pending contracts (of which we do not have any as of the date of this filing), or letters of intent (of which we
have some as of the date of this filing), and to locate buyers for our other interests in golf courses and negotiate and complete any such sales depend to a large extent upon the experience and
abilities of our two most senior executives, W. Bradley Blair, II, our chief executive officer and president, and Scott D. Peters, our senior vice president and chief financial officer, and their
experience and familiarity with our assets, our counter-parties and the market for golf course sales. Mr. Blair and Mr. Peters are currently serving us on a reduced schedule basis. We
believe our liquidation has progressed to the point that the resignation of one, but not both, of our executives would not likely cause significant adverse consequences. However, a loss of the
services of both of these individuals could materially harm our ability to complete the plan of liquidation in a reasonably expeditious manner and our prospects of selling our assets at the best
potential prices.

The
potential resignation of Mr. Blair poses a relatively greater risk at this time in light of the fact that the amount of time that Mr. Peters is required to commit to us
is less than the amount of time that Mr. Blair is required to commit to us. If Mr. Blair were to resign, we would likely seek to hire a replacement for Mr. Blair. The cost that we
incur to replace Mr. Blair would likely depend upon our determination of the experience and skills that must be possessed by his replacement in light of our
financial condition, our assets remaining to be liquidated, and the complexity of any issues bearing on us and the liquidation at that time.

Our
ability to complete the plan of liquidation in a timely manner also depends on our ability to retain our key non-executive employees. Those employees may seek other
employment rather than remaining with us throughout the process of liquidation, even though they generally would lose their eligibility for severance payments by resigning. If we are unable to retain
enough qualified staff to complete our plan of liquidation in a reasonably expeditious manner, liquidating distributions might be delayed or reduced.

If we are unable to find buyers for the Resort or our other remaining golf courses at our revised estimates of their respective values, our liquidating distributions might be
delayed or reduced.

In
addition to the four golf courses at the Resort, we have two other properties (or three eighteen-hole equivalent golf courses), none of which are currently subject to sale
agreements. In calculating our projected liquidating distributions, we assumed that we would be able to find buyers for the Resort and our other remaining golf courses at purchase prices equal to our
estimates of their respective fair market values. However, our estimates of the sales prices of the Resort and our other remaining golf courses may exceed the prices we eventually receive. Our
independent financial advisor's March 18, 2003 analysis (upon which our 2003 Updated Range was based in part, and upon which you should not rely at this point) is neither an appraisal nor an
opinion. Assumptions underlying our 2003 Updated Range might prove to be incorrect and, therefore, our projections might overstate the ultimate net proceeds we may receive. In particular, based in
part on the then updated asset study of the Resort's value from our independent financial advisor we recorded $5.0 million write-down in the value of the Resort as of
September 30, 2004. Further, in order to find buyers in a reasonably expeditious manner, we might be required to lower our asking price for the Resort and our other remaining courses below our
estimate of their fair value. If we are not able to find buyers for these assets in a reasonably expeditious manner, or if we have overestimated the sales prices we will ultimately receive, our
liquidating distributions to the holders of our common stock will be significantly delayed or reduced.

At
the present time, we do not believe we are able to reliably project the amount of the total liquidating distributions we will make to the holders of our common stock over the
remainder of the

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liquidation
period. Accordingly, you should not rely on the valuations or ranges earlier provided as representative of our current views on the subject.

If we are unable to realize the value of a promissory note taken as part of any purchase price, our liquidating distributions might be reduced.

In
some golf course sales, we may agree to receive promissory notes from the buyer as a portion of the purchase price. Promissory notes are often illiquid. If we are not able to sell the
promissory note without a great discount, or in the case of a short-term note, if we hold it to maturity and the maker ultimately defaults, our liquidating distributions might be reduced.

Decreases in golf course values caused by economic recession and/or additional terrorist activity might reduce the amount for which we can sell our
assets.

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



Any
reduction in the value of our golf courses would make it more difficult for us to sell our assets for the amounts and within the time-frames that we have estimated.
Reductions in the amounts that we receive when we sell our assets could decrease or delay our payment of liquidating distributions to our stockholders, perhaps in substantial ways.

If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions might be delayed or reduced, potentially in a substantial
manner.

Before
making the final liquidating distribution to the holders of our stock, we will need to pay all of our transaction costs pertaining to the liquidation and all valid claims of our
creditors, which we expect will be substantial. Our board may also decide to acquire one or more additional insurance policies covering unknown or contingent claims against us, including, without
limitation, additional directors' and officers' liability insurance, for which we would pay an additional premium based upon market prices prevailing at the time of any such purchase. We have
estimated such transaction costs in calculating the amount of our projected liquidating distributions. To the extent that we have underestimated costs and expenses in calculating our historical
projections, our actual aggregate liquidating distributions will be lower than we have historically projected, and perhaps by substantial amounts.

Our loss of REIT status exposes us to potential income tax liability in the future, which could lower the amount of our liquidating distributions.

In
order to maintain our historical qualification as a REIT, at least 95% of our annual gross income was required to be derived from real property rents, mortgage interest and a few
other categories of income specified in the tax code, which importantly do not include income from golf course operations. Although we did not affirmatively intend to revoke our REIT status, business
conditions required us to begin operating golf courses in 2000 and the percentage of our gross income

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supplied
by such operations increased in 2001, and surpassing the 5% ceiling in 2002. Consequently, we did not meet the 95% gross income test in 2002. Failure to meet this test caused us to fail to
qualify as a REIT for the year 2002, which will prevent us from re-qualifying for at least four years. Accordingly, we have been subject to federal income tax as a regular corporation
since our failure to qualify as a REIT.

However,
our operations resulted in a net operating loss for income tax purposes during 2002, 2003 and 2004. Therefore, no income tax will be due on our operating income/loss or proceeds
from the sale of properties that occurred during 2002, 2003 and 2004. At the present time, we believe we have sufficient net operating loss carryovers to offset any gains we might recognize through
our liquidation. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be subject to alternative minimum tax. Generally, for tax years ending
after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to 90% of alternative minimum taxable income. Therefore, tax at a rate
of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. The resulting tax liabilities would reduce the amount of cash available for
liquidating distributions.

The holder of our series A preferred stock might exercise its right to appoint two directors to our board of directors, which might result in decisions that prejudice
the economic interests of our common stockholders in favor of our preferred stockholders.

We
entered into a voting agreement with the holder of our preferred stock, AEW, pursuant to which the holder agreed to vote in favor of our plan of liquidation. The voting agreement
provided that if we failed to redeem our series A preferred stock by May 22, 2003, the holder of the preferred stock would be entitled to require us to redeem the preferred stock. We
received such a demand from the holder of our preferred stock on May 23, 2003; however, we do not have cash available to redeem the holder of our preferred stock. Our default in making a timely
redemption payment gives the holder of our preferred stock the right under the voting agreement to appoint two new directors to our board. Our charter also gives the holder of our preferred stock the
right to elect two new directors if and when dividends on its series A preferred stock are in arrears for more than six quarters. Currently, dividends on the series A preferred stock are
sixteen quarters in arrears. These director election rights are not cumulative, which means that the holder of our preferred stock may elect two, but not four, new directors. The current holder of our
preferred stock, AEW, informed us previously that it does not currently intend to exercise its director election rights. However, it might decide to exercise such right at any time in the future. The
appointment of such directors to our board might reduce the efficiency of our board's decision-making or result in decisions that prejudice the economic interests of the holders of our common stock in
favor of the holder of our preferred stock. The Option Agreement executed between us and AEW on May 6, 2005 does not impact AEW's right under the voting agreement as described above to appoint
two new directors to our board should they desire to do so.

Distributing interests in a liquidating trust may cause you to recognize gain prior to the receipt of cash.

At
some point during our liquidation, as expressly permitted by our plan of liquidation, we may elect to contribute our remaining assets and liabilities to a liquidating trust. Our
stockholders would receive interests in the liquidating trust and our corporate existence would terminate. The SEC has historically allowed liquidating trusts to stop filing quarterly reports on
Form 10-Q and to file unaudited annual financial statements on Form 10-K. Accordingly, if the SEC were to grant similar relief to any successor liquidating trust
we may form, we might realize substantial legal and auditing cost savings over the remainder of our liquidation, as well as general and administrative cost savings such as corporate governance costs,
certain insurance costs, and printing and reporting costs of a publicly traded company, among others. However, the plan of liquidation prohibits us from contributing

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our
assets to a liquidating trust unless and until our preferred stock has been redeemed in full or until such time as it consents to such a contribution.

For
tax purposes, the creation of the liquidating trust should be treated as a distribution of our remaining assets to our stockholders, followed by a contribution of the same assets to
the liquidating trust by our stockholders. As a result, we will recognize gain or loss inherent in any such assets, with any gains offset by available net operating loss carry-overs (discussed above).
In addition, a stockholder would recognize gain to the extent his share of the cash and the fair market value of any assets received by the liquidating trust was greater than the stockholder's basis
in his stock, notwithstanding that the stockholder would not contemporaneously receive a distribution of cash or any other assets with which to satisfy the resulting tax liability.

In
addition, it is possible that the fair market value of the Resort and the other assets received by the liquidating trust, as estimated for purposes of determining the extent of the
stockholder's gain at the time interests in the liquidating trust are distributed to the stockholders, will exceed the cash or fair market value of property ultimately received by the liquidating
trust upon its sale of the assets, in which case the stockholder may not receive a distribution of cash or other assets with which to satisfy any tax liability resulting from the contribution of the
assets to the liquidating trust. In this case, the stockholder would recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized, which loss might be limited
under the tax code.

If
we do not distribute our assets to a liquidating trust and, instead, continue to operate as a regular corporation until all of our assets are sold, we would recognize gains or losses
upon the sale of assets for federal income tax purposes. Since we are no longer a REIT, we could be subject to income tax on any recognized gains. However, as of December 31, 2002, we believe
we have sufficient net operating loss carryovers to offset any recognized gains. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be
subject to alternative minimum tax. Generally, for tax years ending after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to
90% of alternative minimum taxable income. Therefore, tax at a rate of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. If a
liquidating trust is formed, our net operating loss carryovers will not be available to reduce any gains recognized within the trust. However, the trust will have a tax basis equal to the fair market
value of its assets at the date the liquidating trust is formed. Any gain recognized by the trust would thus be the result of either appreciation in the value of the assets during the time that they
are owned by the trust, or an initial underestimation of the fair market value of the assets at the time the trust is formed.

If we are not able to sell the Resort and our remaining golf courses in a timely manner, we may experience severe liquidity problems, not be able to meet the demands of our
creditors and, ultimately become subject to bankruptcy proceedings.

In
the event that we are unable to sell the Resort and our other remaining golf courses as planned, we may be unable to pay our obligations as they become due or upon demand. In
addition, our ability to pay our obligations may be compromised if our chief executive officer requires payment of outstanding performance milestone payments owed by us to him before we are able to
realize net cash proceeds from asset sales sufficient to discharge those obligations. As of August 8, 2005, we owed our two most senior executive officers a total of approximately $1,678,000 in
milestone payments and accrued interest on such milestone payments and we also owed a substantial sum in legal fees.

Further,
given that the Resort's only source of cash is from any profitable operations of the Resort, and that the operational cash flow capacity of the Resort will likely not permit the
Resort to establish self-sufficiency in the near term, we may be required to seek to provide additional capital to the Resort. We recently received from Westin a demand under the
Management Agreement to fund at

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least
$700,000 to offset a shortfall in the cash flow of the Resort. We intend to fund an amount we believe to be appropriate.

In
the event we are not able to sell our remaining assets within a reasonable period of time and for reasonable amounts, or if our expenses exceed our estimates, we may experience severe
liquidity problems and not be able to meet our financial obligations of our creditors. If we cannot meet our obligations to our creditors, we could ultimately become subject to bankruptcy proceedings.

Our stock may be delisted from American Stock Exchange, which would make it more difficult for investors to sell their shares.

Currently,
our common stock trades on the American Stock Exchange, or Amex. We cannot assure you that we will be able to maintain our listing on Amex or any other established trading
market. Among other things, Amex has considerable discretion with respect to listing standards, which include qualitative and quantitative criteria, some of which are beyond our control.

We
cannot assure you that we will be able to maintain our listing on Amex. Delisting would harm our business and the value of your investment. If our common stock were to be delisted
from Amex, it could severely limit the market liquidity of the common stock and your ability to sell our securities in the secondary market.

We and our subsidiary, GTA-IB LLC, expect to incur significant compliance costs relating to the Exchange Act and Sarbanes-Oxley Act.

We
and our subsidiary, GTA-IB, LLC, are required to comply with the reporting requirements of the Exchange Act. As such, both entities must timely file Quarterly Reports on
Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, among other actions. Further, recently enacted and proposed laws,
regulations and standards relating to corporate governance and disclosure requirements applicable to public companies, including the Sarbanes-Oxley Act and new SEC regulations have increased the costs
of corporate governance, reporting and disclosure practices which are now required of us and of GTA-IB. We were formed prior to the enactment of these new corporate governance
standards, and as a result, we did not have all necessary procedures and policies in place at the time of their enactment. Our efforts to comply with applicable laws and regulations, including
requirements of the Exchange Act and the Sarbanes-Oxley Act, are expected to involve significant, and potentially increasing, costs. Costs incurred in complying with these regulations may reduce the
amount of cash available for liquidating distributions in the event that we do not complete an exit transaction which permits us to be free of Exchange Act and Sarbanes-Oxley Act compliance
obligations prior to the end of 2005.

The
Sarbanes-Oxley Act and related laws, rules and regulations create legal bases for administrative enforcement, civil and criminal proceedings against us in case of
non-compliance, thereby increasing our risk of liability and potential sanctions. Costs incurred in defending against any such actions or proceedings, and any liability or sanctions
incurred in connection with such actions or proceedings could negatively affect the amount of cash available for liquidating distributions.

Risks Relating to the Resort

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 a
securitized pool and rented as hotel rooms to guests of the Resort. This group of condominiums is known as the "rental pool". 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

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the
refurbishment costs, plus accrued interest (at 5% per annum) thereon invested in the condominium units by the condominium owners. 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 which would reduce our funds available for liquidating distributions.

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 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 Rental Pool 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 cause depressed bookings for the Resort.

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

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and
reduced revenues for the Resort. Any reduction in revenues for the Resort resulting from lower bookings may reduce the liquidating distributions available to the holders of our common stock.

Class action litigation involving the former borrower could adversely affect the Resort.

Approximately
fifty condominium owners initiated legal action against the former borrower regarding various aspects of the prior rental pool arrangement (see Part II, Item 1
"Legal Proceedings" for further discussion). We are not a party to the lawsuit, nor are our affiliates. It is our understanding, however, 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 stating
that the plaintiffs are entitled to participate in the rental pool and requiring that golf course access 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, thereby reducing the liquidating distributions to
holders of our common stock

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.

Any
unfavorable resolution to the Land Use Lawsuit, or the application of an unfavorable precedent in the Land Use Lawsuit to limit our land use and development rights to the remaining
units at the Resort, could reduce the liquidating distributions that we are able to pay to our holders of our common stock.

In the event of unfavorable rulings by OSHA, the EEOC, the NASD or the FDRE against our subsidiaries based on complaints filed by a former employee of GHSI could result in
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) our subsidiary GHSI 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) our wholly-owned subsidiary, GTA-IB, 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

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commissions
owed to him and wrongfully terminated him, among other complaints, in violation of applicable state and federal law.

We
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 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 ability to pay distributions to our stockholders, 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.

The Resort is subject to all the operating risks common to the hotel industry.

Operating risks common to the Resort include:



General economic conditions may negatively impact the results of the Resort.

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.

The Resort must compete for customers.

The hotel industry is highly competitive. The Resort competes for customers with other hotels and resorts. Some competitors of the Resort 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.

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Internet reservation channels may negatively impact bookings for the Resort.

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 Westin's customer loyalty program, 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 depend in large part on the amount of income earned and capital appreciation generated by the 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. Similarly, if financing becomes less available or more expensive, it becomes more difficult to sell real property like the Resort. 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

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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 be uninsurable or may be 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 the Management Agreement, and Troon manages the golf facilities at the Resort pursuant to related
contractual commitments with Westin. In the event that these third party managers should 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have not entered into any transactions using derivative financial instruments. We are subject to market risk associated with changes in interest rates
applicable to the revolving line of credit that we obtained on March 18, 2004 and the promissory note payable to Elk Funding. At August 8, 2005, the total outstanding debt subject to
interest rate exposure is $2,800,000. A 25 basis point movement in the interest rate on the floating rate debt would result in an approximate $7,000 annualized increase or decrease in interest expense
and cash flows. We have not entered into any transactions using derivative commodity instruments.

Reference
is made to Notes 6 and 10 to the Condensed Consolidated Financial Statements of Item 1 for additional debt information.

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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 manager and the Resort were necessarily more limited than those we maintained with respect to our
own corporate operations. At the close of business on July 15, 2004, we took title to the Resort; however, despite the fact that our new 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 as a relative matter, 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 business much larger in 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 of necessity placed a certain amount 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. The integration process and the valuation procedures carried out by us in connection with taking title to the Resort prevented the Company from filing the pro-forma and related
financial information related to the Resort within the timeframes specified under SEC rules. We are implementing various initiatives intended to materially improve our internal controls and procedures
and disclosure controls and procedures, especially to address the systems and personnel issues raised in the course of taking title to 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. Subject to the limitations
mentioned above, 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.

Except
as described above, 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.

We are currently involved in (or affected by) the following legal proceedings:

Complaints by a former employee of GHSI



In July 2005, our subsidiary, Golf Host Securities, Inc., or GHSI, 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. Monetary demands have been made in the past by this former employee and his counsel; however those demands
have been rejected. We have until August 26, 2005 to respond to this claim.



In July 2005, GTA-IB, our wholly-owned subsidiary, 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 GTA-IB 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 Golf Host Securities,
GTA-IB's subsidiary, was the result of unlawful discrimination by GTA-IB 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. Monetary demands have been made in the past by this former employee and his counsel; however, those demands
have been rejected.



In July 2005, our subsidiary, 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
GTA-IB had ignored his complaints that GTA-IB's actions were violations of law, and asked the NASD to revisit its approval of GTA-IB's ownership of GHSI.

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



In July 2005, our subsidiary, 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) officers of GTA-IB violated
Florida Statute 475, as well as other federal and state statutes and the regulations of various regulatory agencies, and that (ii) GTA-IB'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.

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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.

Young Complaints

On March 22, 2004, a lawsuit was filed (and was served on our agent for service of process on March 25, 2004) in the U.S. District Court for the
District of South Carolina, Florence Division, by one of our prior directors, Larry D. Young (together with Danny L. Young, Kyle N. Young, the Young Family Irrevocable Trust and The Legends
Group, Ltd.), against our independent auditors, BDO Seidman, LLP (together with three former BDO partners) and our company (together with our executive officers).

The
complaint alleges that the BDO defendants engaged in professional malpractice, misrepresentation, breach of fiduciary duty and fraud by counseling plaintiffs to participate in a type
of tax shelter transaction, allegedly held illegal by the Internal Revenue Service. The complaint has seven counts, the last of which applies to all defendants (the first six apply only to BDO and its
partners). The seventh count alleges that our company conspired with BDO to convince Mr. Young that he would realize a large projected tax gain in order to induce Mr. Young (and the
other plaintiffs) to enter into the failed tax shelter transactions. The plaintiffs are seeking damages of at least $3.7 million, together with legal expenses and other costs.

Defendants
BDO Seidman, LLP (together with three former BDO partners) filed a motion to compel arbitration and dismiss the complaint, and we filed a motion on behalf of GTA (together
with our
executive officers) to stay, and for extension of time in which to answer or otherwise respond to plaintiffs' complaint. The plaintiffs' filed memoranda opposing the aforementioned motions. A hearing
on these motions was held in Florence, South Carolina on October 19, 2004. At the conclusion of that hearing, the judge indicated that the former motion would be taken under advisement, while
the GTA defendants' motion would be granted in part and denied in part. As a result, the court declined to stay the litigation pending the outcome of the arbitration, but granted the motion extending
time and giving the GTA defendants additional time to serve their answer. On November 4, 2004, we filed our answer and counterclaims (nine counterclaims against some or all of the plaintiff
parties). On January 21, 2005, the magistrate judge issued a report and recommendation, recommending that the BDO defendant's Motion to Compel Arbitration be granted, and that the claims
pending against the BDO defendants be stayed pending arbitration. On February 14, 2005, the District Judge accepted the magistrate's report and recommendation, and granted the BDO defendants'
Motion to Compel Arbitration, staying the claims pending against the BDO defendants. The plaintiffs and the GTA defendants have since agreed upon a proposed schedule for their part of the litigation,
which was jointly submitted to the court on March 11, 2005, and thereafter accepted and entered as an order on or about April 19, 2005. Since the scheduling order was entered, the
parties to the litigation have been engaged in the exchange of discovery. Recently, we have entered in to preliminary discussions with the plaintiffs' counsel regarding possible dismissal of the
action against us and our executive officers. At this time, we are unable to assess the likely outcome of this occurrence on the litigation.

Black Bear Golf Course

The action entitledAshley Fields, L.L.C. v. Golf Trust of America, L.P. and GTA-Black Bear, LLC,Case
No. 05-CA-207, was filed on January 24, 2005, in the Circuit Court of the Fifth Judicial Circuit in Lake County, Florida. The plaintiff is seeking damages against
us based upon alleged breach of contract, fraudulent concealment, fraudulent inducement and tortuous interference by the defendants. The plaintiff has alleged that we have breached certain
representations related to the storm water permit issued at the property and that we have failed to pay certain accounts payable at the property arising out of the sale of the Black Bear Golf Club to
them on September 25, 2004. The plaintiff is not

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seeking
specific monetary damages, however, the damages sought are expected to be in excess of $15,000 because that is the minimum amount required for a plaintiff to bring such an action in circuit
court in the state of Florida. On February 22, 2005, the defendants filed a motion to dismiss the lawsuit. A hearing was scheduled for March 29, 2005 but prior to the hearing, the
parties resolved the issues in the motion to dismiss by stipulation that the plaintiff would amend the exhibits to its complaint so the hearing was cancelled. We are currently investigating both the
liability and damage aspects of this case, but we do not expect to find any liability. Formal discovery will commence soon. At this time, we are unable to assess the likely outcome of this
litigation.

Pete Dye Golf Club

On March 18, 2003, we filed a lawsuit in the Circuit Court for the Ninth Judicial District, the State of South Carolina, against Burning Embers
Corporation, Golf and Fairway, L.L.C., Golf Course Leasing, LLC, James D. LaRosa, James J. LaRosa and Leigh Ann LaRosa, as joint and several co-borrowers. The lawsuit pertains to our
efforts to collect approximately $220,000, plus accrued interest, under the promissory note owing to us that matured on December 19, 2002. One payment of $10,000 has been received since the
maturity date and has been applied to the outstanding principal and interest on the promissory note due to us. The promissory note was executed by the buyer in favor of us in connection with our sale
of the Pete Dye Golf Club on December 19, 2001 to an affiliate of the borrowers. The defendants were served, they answered the complaint, and we then filed a motion for summary judgment on
June 30, 2003. The motion for summary judgment was heard by the court on October 22, 2003, and resulted in our obtaining a judgment against the defendants for $231,630, plus interest for
a period beginning March 14, 2003 until paid at 14% per annum. The judgment was entered on October 28, 2003 and a copy was served upon the plaintiffs on the same day. The defendants did
not appeal the judgment. An exemplification was issued by the Charleston County Clerk of Court on March 17, 2004, and the judgment was filed in Harrison County, West Virginia on or about
April 12, 2004, pursuant to West Virginia's domestication statutes. Our attorneys in West Virginia have enrolled the judgment and the execution as a lien on real property and personal property
owned there by the defendants. Due to the uncertainty as to the timing of the collection on this note, subsequent to December 31, 2004, we have discontinued accruing interest on this note. We
are currently attempting to ascertain additional information to verify the collectibility of the outstanding principal plus current accrued interest. We are aware that property owned by the debtors is
subject to priority liens from numerous secured creditors, and therefore, at this time, it is not possible to predict the probable range of recovery of the debt at this time.

Stonehenge (Country Club at Wildewood and Country Club at Woodcreek Farms)

On April 22, 2002, we filed an action entitledGolf Trust of America, L.P. and GTA Stonehenge, LLC v. Lyndell Lewis Young and
Stonehenge Golf Development, LLCin the Court of Common Pleas for Richland County. We had asserted causes of action against the defendant for breach of contract, fraud and
unfair trade practices. We were seeking damages of approximately $172,000, which represents prepaid dues that were not disclosed by the defendants. A counterclaim for payment under a consulting
agreement, along with claims for payment of operating/maintenance and insurance expenses was filed by the defendant against us on June 20, 2002; our reply was filed on July 22, 2002
denying the claims and, alternatively, seeking a set-off or recoupment against the defendant's alleged claim for the amount of our claim against the defendant. The Court dismissed the case
on May 28, 2003. On March 15, 2005, we took action to restore the case. As of August 8, 2005, this motion has not yet been heard.

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 proceeding of Innisbrook Condominium

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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). 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. Parcel F
is a parcel of land located within the Resort. We have filed a Motion to Intervene as a defendant in the above-referenced action in order to protect our property, and 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 and the court approved the Motion to Intervene. On April 5, 2005, the defendants
filed a Motion to Dismiss and Motion to Strike certain counts of the Complaint. 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. On April 26, 2005, the Court granted the Defendent's Motion to Dismiss and Motion to Strike. 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
May 6, 2005 we filed a Motion to Dismiss the Luckey suit. This 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 Judge Brandt Downey, the judge who is now presiding over this
case. At that hearing, Judge Downey 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 avoid any prejudice to
those rights as they relate to Parcel F and the Resort in general. See further discussion of the Land Use Lawsuit under "Risk Factors."

Lake Ozark Industries, Inc. and Everett Holding Company, Inc. v. Golf Trust of America, et al.

This is an action initiated in the Circuit Court of Miller County, Missouri, by a contractor, Lake Ozark Construction Industries, Inc., or LOCI, and its
asserted assignee of lien and account rights, Everett Holding Company, Inc., in the Fall of 1999 against numerous defendants, including Golf Trust of America, L.P. Plaintiffs assert LOCI
performed construction services on, or that benefited, the property of various defendants, including Golf Trust of America, L.P. So far as the action concerns Golf Trust of America, L.P., plaintiffs
seek to foreclose a mechanic's lien upon property formerly owned by Golf Trust of America, L.P. The lien is for the principal amount of $1,276,123, plus interest at 10% per annum and attorney fees.
Plaintiffs calculate interest to May 20, 1999, just prior to the lien filing, to be $151,180 and interest thereafter to be $354 per day. In March 2002 the Court orally granted a motion
for summary judgment filed by Golf Trust of America, L.P., ruling that plaintiffs' claimed lien does not comply with requirements of the Missouri mechanic's lien statute and is invalid. The court
entered its written order granting Golf Trust of America, L.P.'s motion for summary judgment in April 2002. Since not all claims involved in this lawsuit were disposed of by that ruling,
Plaintiffs' time to appeal this ruling did not begin to run. In November 2003 the court entered a final judgment, and plaintiffs appealed the ruling in favor of Golf Trust of America, L.P. to
the Missouri Court of Appeals. The briefs in the appeal were filed and the case was argued to the court of appeals on October 19, 2004. On November 9, 2004, we filed with the Court of
Appeals a Motion to File Supplemental Brief, along with a copy of a Supplemental Brief. Following briefing and oral argument, the Court of Appeals on April 5, 2005 reversed the Circuit Court
judgment in favor of us and remanded the case to the Circuit Court for further proceedings. On April 20, 2005, we filed with the Court of Appeals a motion for rehearing and an alternative
application to transfer the case to the Missouri Supreme Court. The Court of Appeals denied this motion and the transfer application on May 31, 2005. On May 31, 2005, the Court of
Appeals also filed amodified Opinion, which again reversed the Circuit Court judgment in

54

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favor
of us and remanded the case to the Circuit Court for further proceedings. On June 15, 2005, we filed with the Missouri Supreme Court an application to transfer the case to that court. The
Missouri Supreme Court has not yet acted on the application for transfer. At this time, we are unable to assess the likely outcome of this litigation.

Routine Litigation

In addition to litigation between a lessor (such as our operating partnership) and our former lessees (and their affiliates), owners and operators of golf courses
are subject to a variety of legal proceedings arising in the ordinary course of operating a golf course, including proceedings relating to personal injury and property damage. We have in the past
been, and expect to continue in the future to be, subject to proceedings relating to personal injury and property damage. Such proceedings are generally brought against the operator of a golf course,
but may also be brought against the owner. Since we are now either the operator or owner of our remaining golf courses, we maintain insurance for these purposes.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

As previously reported, on July 21, 2003 we defaulted on our obligation, under our voting agreement with the holder of our series A preferred stock,
to redeem the series A shares within 60 days of the holder's May 23, 2003 demand. As a result, the aggregate series A dividend rate increased from $462,500 per quarter to
$625,000 per quarter and the preferred stock holder has a right to appoint two directors to our board of directors. The preferred stock holder has that same right under our the Series A
Articles Supplementary (our charter document relating to the preferred stock) because we have not paid a preferred stock dividend since the third quarter of 2001 and such right arises when preferred
stock dividends are in arrears for six or more quarters. The holder of our preferred stock has informed us that it does not currently intend to exercise that right. However, it remains free to do so
at any time (pursuant to the procedures specified in our charter and the voting agreement). As of May 6, 2005, and pursuant to the Option Agreement executed on May 6, 2005 and filed as
Exhibit 10.35 to our Form 8-K filed on May 9, 2005, the total amount owed on our series A preferred stock is $24,914,000 provided that we redeem our
series A preferred stock on or before.the expiration of our redemption right contained in the Option Agreement.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the three months ended June 30, 2005.

ITEM 5. OTHER INFORMATION

On August 4, we executed loan documents with Textron Financial Corporation, or Textron, to amend our existing revolving loan with Textron. This amendment
is discussed in detail in our Current Report on Form 8-K filed on August 9, 2005.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

The exhibits listed on the Exhibit Index, which appears after the signature page, are included or incorporated by reference in this Quarterly Report.

55

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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.

|                      |  | GOLF TRUST OF AMERICA, INC.,registrant
|--------------------- |  | --------------------------------------
|                      |  |                                       
|                      |  | By:                                   
|Date: August 15, 2005 |  |                                       
|                      |  |                                       
|                      |  | By:                                   
|Date: August 15, 2005 |  |                                       

56

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

The
following exhibits are part of this Quarterly Report on Form 10-10Q (and are numbered in accordance with Item 601 of Regulation S-K). Items
marked with an asterisk (*) are filed with this quarterly report.

|No.   |  | Description                                                                                                                                                                                                                                                                                                                                                                 
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1   |  | Plan of Liquidation and Dissolution of Golf Trust of America, Inc., as approved by stockholders on May 22, 2001 and as currently in effect (previously filed as Exhibit 2.1 to our company's Current Report on
Form 8-K, filed May 30, 2001, and incorporated herein by reference).                                                                                         
|3.1.1 |  | Articles of Amendment and Restatement of Golf Trust of America, Inc., as filed with the State Department of Assessments and Taxation of Maryland on January 31, 1997, (previously filed as Exhibit 3.1A to our company's Registration Statement
on Form S-11 (Commission File No. 333-15965) Amendment No. 2 (filed January 30, 1997) and incorporated herein by reference).
|3.1.2 |  | Articles of Amendment of Golf Trust of America, Inc., as filed with the State Department of Assessments and Taxation of Maryland on June 9, 1998 (previously filed as Exhibit 3.2B to our company's Quarterly Report on Form 10-Q, filed
August 14, 1998 and incorporated herein by reference).                                                                             
|3.1.3 |  | Articles of Amendment of Golf Trust of America, Inc. dated May 22, 2001, as filed with the State Department of Assessments and Taxation of Maryland on May 25, 2001 (previously filed as Exhibit 3.1 to our company's Current Report on
Form 8-K, filed May 30, 2001, and incorporated herein by reference).                                                                
|3.2.1 |  | Articles Supplementary of Golf Trust of America, Inc. relating to the Series A Preferred Stock, as filed with the State Department of Assessments and Taxation of the State of Maryland on April 2, 1999 (previously filed as Exhibit 3.1 to our
company's Current Report on Form 8-K, filed April 13, 1999, and incorporated herein by reference).                         
|3.2.2 |  | Articles Supplementary of Golf Trust of America, Inc. relating to the Series B Junior Participating Preferred Stock, as filed with the State Department of Assessments and Taxation of the State of Maryland on August 27, 1999 (previously filed as
Exhibit 3.1 to our company's Current Report on Form 8-K, filed August 30, 1999, and incorporated herein by reference). 
|3.3.1 |  | Bylaws of Golf Trust of America, Inc., as amended and restated by the Board of Directors on February 16, 1998 (previously filed as Exhibit 3.2 to our company's Quarterly Report on Form 10-Q, filed May 15, 1998 and incorporated
herein by reference).                                                                                                                    
|3.3.2 |  | Bylaws of Golf Trust of America, Inc., as amended and restated by the Board of Directors on March 27, 2001 (previously filed as Exhibit 3.3 to our company's Quarterly Report on Form 10-Q, filed May 15, 2001 and incorporated herein
by reference).                                                                                                                       
|3.3.3 |  | Bylaws of Golf Trust of America, Inc., as amended and restated by the Board of Directors on August 20, 2001 and as currently in effect (except for the provision amended by the following exhibit 3.3.4) (previously filed as Exhibit 3.3 to our
company's Current Report on Form 8-K, filed August 30, 2001 and incorporated herein by reference).                         
|3.3.4 |  | Bylaws Amendment of Golf Trust of America, Inc., as adopted by the Board of Directors on February 9, 2004 (previously filed as Exhibit 3.3.4 to our company's Annual Report on Form 10-K, filed March 30, 2004 and incorporated herein
by reference).                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                                             

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|3.3.5  |   | Bylaws Amendment of Golf Trust of America, Inc., as adopted by the Board of Directors on January 5, 2005 and as currently in effect (previously filed as Exhibit 3.3.4 to our company's Current Report on Form 8-K, filed January 10,
2005 and incorporated herein by reference).                                                                                                                         
|------ | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1    |   | Form of Share Certificate for Golf Trust of America, Inc. Common Stock (previously filed as Exhibit 4.3 to our company's Current Report on Form 8-K, filed August 30, 1999, and incorporated herein by reference).                                                                                                                                                                                        
|4.2    |   | Form of Share Certificate for Golf Trust of America, Inc. Series A Preferred Stock (previously filed as Exhibit 3.2 to our company's Current Report on Form 8-K, filed April 13, 1999, and incorporated herein by
reference).                                                                                                                                                                             
|4.3    |   | Shareholder Rights Agreement, by and between Golf Trust of America, Inc. and ChaseMellon Shareholder Services, L.L.C., as rights agent, dated August 24, 1999 (previously filed as Exhibit 4.1 to our company's Current Report on Form 8-K,
filed August 30, 1999, and incorporated herein by reference).                                                                                                 
|4.4    |  | Voting Agreement, between Golf Trust of America, Inc. and the holder of all of its outstanding shares of Series A Preferred Stock, AEW Targeted Securities Fund, L.P., dated February 22, 2001 (previously filed as Exhibit 4.2 to our
company's Current Report on Form 8-K, filed March 12, 2001, and incorporated herein by reference).                                                                 
|4.5    |   | Voting Agreement, by and among Golf Trust of America, Inc., Golf Trust of America, L.P., GTA GP, Inc. and the holders of operating partnership units named therein, dated as of February 14, 2001 (previously filed as Exhibit 4.3 to our
company's Current Report on Form 8-K, filed March 12, 2001, and incorporated herein by reference).                                                              
|10.1.1 |   | First Amended and Restated Agreement of Limited Partnership (the "Partnership Agreement") of Golf Trust of America, L.P., dated February 12, 1997 (previously filed as Exhibit 10.1 to our company's Annual Report on Form 10-K, filed
March 31, 1997, and incorporated herein by reference).                                                                                                             
|10.1.2 |   | First Amendment to the Partnership Agreement of Golf Trust of America, L.P., dated as of February 1, 1998 (previously filed as Exhibit 10.1.2 to our company's Annual Report on Form 10-K, filed March 31, 1998, and incorporated
herein by reference).                                                                                                                                                   
|10.1.3 |   | Second Amendment and Consent to the Partnership Agreement of Golf Trust of America, L.P., as amended, dated as of February 14, 2001 (previously filed as Exhibit 10.3 to our company's Current Report on Form 8-K, filed March 12,
2001, and incorporated herein by reference).                                                                                                                           
|10.1.4 | * | Exhibit A to the Partnership Agreement (Schedule of Partnership Interests) of Golf Trust of America, L.P., as revised through August 8, 2005.                                                                                                                                                                                                                                                             
|10.1.5 |   | Designation of Class B Common OP units of Golf Trust of America, L.P., dated February 1, 1998, which has been added as the first entry in Exhibit D to the Partnership Agreement (included within the First Amendment to the Partnership
Agreement, which was previously filed as Exhibit 10.1.2 to our company's Annual Report on Form 10-K, filed March 31, 1998, and incorporated herein by reference).
|10.1.6 |   | Designation of Series A Preferred OP units of Golf Trust of America, L.P., dated April 2, 1999, which has been added to Exhibit D to the Partnership Agreement (previously filed as Exhibit 10.3 to our company's Current Report on
Form 8-K, filed April 13, 1999, and incorporated herein by reference).                                                                                                
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                           

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|10.1.7 |  | Designation of Series B Preferred OP units of Golf Trust of America, L.P., dated May 11, 1999, which has been added to Exhibit D to the Partnership Agreement (previously filed as Exhibit 10.1.6 to our company's Annual Report on
Form 10-K, filed March 30, 2000, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                      
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1.8 |  | Designation of Series C Preferred OP units of Golf Trust of America, L.P., dated July 28, 1999, which has been added to Exhibit D to the Partnership Agreement (previously filed as Exhibit 10.1.7 to our company's Annual Report on
Form 10-K, filed March 30, 2000, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                     
|10.2.1 |  | Credit Agreement, dated as of June 20, 1997, by and among Golf Trust of America, L.P., as Borrower, Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to therein, and NationsBank N.A., as Agent
(previously filed as Exhibit 10.1 to our company's Current Report on Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by reference).                                                                                                                                                                                              
|10.2.2 |  | Amended and Restated Credit Agreement, dated as of July 8, 1998, by and among Golf Trust of America, L.P., as Borrower, Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to therein, and NationsBank
N.A., as Agent (previously filed as Exhibit 10.2.2 to our company's Amended Annual Report on Form 10-K/A, filed April 1, 1999, and incorporated herein by reference).                                                                                                                                                                                        
|10.2.3 |  | Amended and Restated Credit Agreement, dated as of March 31, 1999, by and among Golf Trust of America, L.P., as Borrower, Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to therein, NationsBank,
N.A., as Administrative Agent, First Union National Bank as Syndication Agent, and BankBoston, N.A., as Documentation Agent (previously filed as Exhibit 10.2.3 to our company's Annual Report on Form 10-K, filed March 30, 2000, and
incorporated herein by reference).                                                                                     
|10.2.4 |  | Second Amended and Restated Credit Agreement, dated as of July 25, 2001, by and among Golf Trust of America, L.P., as Borrower, Golf Trust of America, Inc., GTA GP, Inc., GTA LP, Inc., Sandpiper-Golf Trust, LLC, GTA Tierra Del Sol, LLC, and GTA
Osage, LLC, as Guarantors, the Lenders referred to therein, and Bank of America, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and Fleet National Bank, as Documentation Agent (previously filed as Exhibit 10.1 to
our company's Current Report on Form 8-K, filed August 1, 2001, and incorporated herein by reference).
|10.3   |  | Credit Agreement, dated as of March 31, 1999, by and among Golf Trust of America, L.P., as Borrower, Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the Lenders referred to therein, and NationsBank, N.A., as
Administrative Agent for the Lenders (previously filed as Exhibit 10.3 to our company's Annual Report on Form 10-K, filed March 30, 2000, and incorporated herein by reference).                                                                                                                                                                                      
|10.4   |  | Loan Agreement (the "participating mortgage"), dated as of June 20, 1997, by and between Golf Host Resorts, Inc., as Borrower, and Golf Trust of America, L.P., as Lender (previously filed as Exhibit 10.2 to our company's Current Report on
Form 8-K, dated June 20, 1997 and filed August 12, 1997, and incorporated herein by reference).                                                                                                                                                                                                                                                                   
|10.5   |  | Form of Participating Lease Agreement (previously filed as Exhibit 10.2 to our company's Registration Statement on Form S-11, filed January 15, 1997, and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.6    |  | 1997 Non-Employee Directors' Plan of Golf Trust of America, Inc. (previously filed as Exhibit 10.7 to our company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed January 15, 1997)
and incorporated herein by reference).                                           
|------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7    |  | 1997 Stock Incentive Plan (the "Original 1997 Plan") of Golf Trust of America, Inc. (previously filed as Exhibit 10.6 to our company's Registration Statement on Form S-11 (Commission File No. 333-15965) Amendment No. 1 (filed
January 15, 1997) and incorporated herein by reference).                        
|10.8    |  | 1997 Stock-Based Incentive Plan of Golf Trust of America, Inc. (the "New 1997 Plan") (previously filed as Exhibit 10.3 to our company's Quarterly Report on Form 10-Q (Commission File No. 000-22091), filed August 15, 1997, and
incorporated herein by reference).                                              
|10.9    |  | Form of Nonqualified Stock Option Agreement for use under the New 1997 Plan (previously filed as Exhibit 10.4 to our company's Quarterly Report on Form 10-Q (Commission File No. 000-22091), filed August 15, 1997, and
incorporated herein by reference).                                                       
|10.10   |  | Form of Employee Incentive Stock Option Agreement for use under the New 1997 Plan (previously filed as Exhibit 10.5 to our company's Quarterly Report on Form 10-Q (Commission File No. 000-22091), filed August 15, 1997, and
incorporated herein by reference).                                                 
|10.11   |  | General Provisions Applicable to Restricted Stock Awards Granted Under the New 1997 Plan (previously filed as Exhibit 10.14 to our company's Registration Statement on Form S-11 (Commission File No. 333-36847), dated September 30,
1997 and filed as of October 1, 1997, and incorporated herein by reference).
|10.12   |  | Form of Restricted Stock Award Agreement for use under the New 1997 Plan (previously filed as Exhibit 10.15 to our company's Registration Statement on Form S-11 (Commission File No. 333-36847), dated September 30, 1997 and
filed as of October 1, 1997, and incorporated herein by reference).                
|10.13   |  | 1998 Stock-Based Incentive Plan of Golf Trust of America, Inc. (previously filed as Exhibit A to our company's definitive proxy statement, dated April 1, 1999 and filed March 29, 1999, and incorporated herein by reference).                                                                                   
|10.14   |  | Employee Stock Purchase Plan of Golf Trust of America, Inc. (previously filed as Exhibit 4.1 to our company's Registration Statement on Form S-8 (Commission File No. 333-46659), filed February 20, 1998, and incorporated herein by
reference).                                                                 
|10.15   |  | Subscription Agreement for use with the Employee Stock Purchase Plan (previously filed as Exhibit 4.2 to our company's Registration Statement on Form S-8 (Commission File No. 333-46659), filed February 20, 1998, and incorporated
herein by reference).                                                        
|10.16.1 |  | First Amended and Restated Employment Agreement between Golf Trust of America, Inc. and W. Bradley Blair, II, dated November 7, 1999 (previously filed as Exhibit 10.15 to our company's Annual Report on Form 10-K, filed
March 30, 2000, and incorporated herein by reference).                                 
|10.16.2 |  | Second Amended and Restated Employment Agreement between Golf Trust of America, Inc. and W. Bradley Blair, II, dated as of February 25, 2001 (previously filed as Exhibit 10.4 to our company's Current Report on Form 8-K, filed
March 12, 2001, and incorporated herein by reference).                          
|        |   |                                                                                                                                                                                                                                                                                                                   

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|10.16.3 |  | Letter Agreement to the Second Amended and Restated Employment Agreement between Golf Trust of America, Inc. and W. Bradley Blair, II,, dated as of March 22, 2004 (previously filed as Exhibit 10.16.3 to our company's Annual Report
on Form 10-K, filed March 30, 2004, and incorporated herein by reference).                                                                                                                
|------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.17.1 |  | Second Amended and Restated Employment Agreement between Golf Trust of America, Inc. and Scott D. Peters, dated November 7, 1999 (previously filed as Exhibit 10.16 to our company's Annual Report on Form 10-K, filed March 30,
2000, and incorporated herein by reference).                                                                                                                                                    
|10.17.2 |  | Third Amended and Restated Employment Agreement between Golf Trust of America, Inc. and Scott D. Peters, dated as of February 25, 2001 (previously filed as Exhibit 10.5 to our company's Current Report on Form 8-K, filed
March 12, 2001, and incorporated herein by reference).                                                                                                                                               
|10.17.3 |  | Fourth Amended and Restated Employment Agreement and related General Release between Golf Trust of America, Inc. and Scott D. Peters, dated as of August 29, 2003 (previously filed as Exhibits 10.1 and 10.2 to our company's Current Report on
Form 8-K, filed October 9, 2003, and incorporated herein by reference).                                                                                                         
|10.18   |   | Stock Purchase Agreement, dated April 2, 1999, by and among Golf Trust of America, Inc., Golf Trust of America, L.P., GTA GP, Inc., GTA LP, Inc. and AEW Targeted Securities Fund, L.P. (previously filed as Exhibit 10.1 to our company's
Current Report on Form 8-K, filed April 13, 1999, and incorporated herein by reference).                                                                                              
|10.19   |   | Registration Rights Agreement, dated April 2, 1999, by and between Golf Trust of America, Inc. and AEW Targeted Securities Fund, L.P. (previously filed as Exhibit 10.2 to our company's Current Report on Form 8-K, filed April 13,
1999, and incorporated herein by reference).                                                                                                                                                
|10.20.1 |   | Purchase and Sale Agreement, between Golf Trust of America, L.P., as seller, and Legends Golf Holding, LLC, as buyer, dated as of February 14, 2001 (previously filed as Exhibit 10.1 to our company's Current Report on Form 8-K, filed
August 14, 2001, and incorporated herein by reference).                                                                                                                                 
|10.20.2 |   | First Amendment to Purchase Agreement, Fifth Amendment to Lease Agreement (Bonaventure Golf Club) and Settlement Agreement by and among Golf Trust of America, L.P., Legends Golf Holding, LLC, Legends at Bonaventure, Inc., Larry Young and Danny Young,
dated as of July 30, 2001 (previously filed as Exhibit 10.2 to our company's Current Report on Form 8-K, filed August 14, 2001, and incorporated herein by reference).
|10.21   |   | Confidentiality and Standstill Letter Agreement between Golf Trust of America, Inc. and The Legends Group, dated as of February 14, 2001 (previously filed as Exhibit 10.2 to our company's Current Report on Form 8-K, filed March 12,
 2001, and incorporated herein by reference).                                                                                                                                            
|10.22.1 |   | Loan Agreement, dated as of March 18, 2004, by and among GTAStonehenge, LLC, as Borrower, Golf Trust of America, L.P., as Guarantor, and Textron Financial Corporation as the Lender (previously filed as Exhibit 10.22.1 to our company's
Annual Report on Form 10-K, filed March 30, 2004, and incorporated herein by reference).                                                                                             
|10.22.2 |   | Mortgage Security Agreement and Fixture Filing, dated as of March 18, 2004, from Golf Trust of America, L.P. in favor of Textron Financial Corporation (previously filed as Exhibit 10.22.2 to our company's Annual Report on Form 10-K,
filed March 30, 2004, and incorporated herein by reference).                                                                                                                            
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|10.22.3 |   | Amended and Restated Loan Agreement, dated as of August 4, 2005, by and among GTAStonehenge, LLC, as Borrower, Golf Trust of America, L.P., as Guarantor, and Textron Financial Corporation as the Lender (previously filed as
Exhibit 10.22.3 to our company's Current Report on Form 8-K, filed August 9, 2005, and incorporated herein by reference).                   
|------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22.4 |   | Notice of Future Advances, Note Mortgage, Security Agreement, and Fixture Filing, dated as of August 4, 2005, from Golf Trust of America, L.P. in favor of Textron Financial Corporation (previously filed as Exhibit 10.22.4 to our company's
Current Report on Form 8-K, filed August 9, 2005, and incorporated herein by reference).                                     
|10.23   |   | 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 (previously filed
as Exhibit 10.1 to our company's Current Report on Form 8-K, filed July 29, 2004, and incorporated herein by reference).
|10.24   |   | 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 (previously filed as Exhibit 10.2 to our
company's Current Report on Form 8-K, filed July 29, 2004, and incorporated herein by reference).                                 
|10.25   |   | 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. (previously filed as Exhibit 10.3 to our company's Current Report on Form 8-K,
filed July 29, 2004, and incorporated herein by reference).                                                                          
|10.26   |   | Management Agreement dated July 15, 2004 by and between Westin Management Company South and GTA-IB, LLC (previously filed as Exhibit 10.4 to our company's Current Report on Form 8-K, filed July 29, 2004, and incorporated herein by
reference).                                                                                                                          
|10.27   |   | 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 (previously filed as Exhibit 10.5 to our company's Current Report
on Form 8-K, filed July 29, 2004, and incorporated herein by reference).                                                    
|10.28   |   | Facility Management Agreement dated July 15, 2004 by and among Troon Golf L.L.C., Westin Management Company South and GTA-IB, LLC (previously filed as Exhibit 10.6 to our company's Current Report on Form 8-K, filed July 29, 2004,
and incorporated herein by reference).                                                                                                
|10.29   |   | 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 (previously filed as Exhibit 10.7 to our company's Current Report on Form 8-K, filed July 29,
2004, and incorporated herein by reference).                                                                                                  
|10.30.1 |   | 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.
(previously filed as Exhibit 10.1 to our company's Current Report on Form 8-K, filed July 29, 2004, and incorporated herein by reference).      
|10.30.2 | * | 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).                                                                                                                                                                                               
|        |   |                                                                                                                                                                                                                                                                                                                                                                             

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|10.30.3 | * | 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).                                 
|------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.31   |   | Amendment to Loan Agreement between GTA-IB, LLC and Golf Trust of America, L.P. (previously filed as Exhibit 10.31 to our company's Quarterly Report on Form 10-Q, filed November 22, 2004, and incorporated herein by
reference).                                     
|10.32   |   | Promissory Note issued by GTA-IB, LLC to Golf Trust of America, L.P. (previously filed as Exhibit 10.32 to our company's Quarterly Report on Form 10-Q, filed November 22, 2004, and incorporated herein by reference).                                                
|10.33   |  | Letter Agreement, dated as of March 30, 2005, amending the fourth amended and restated employment agreement of Scott Peters (previously filed as Exhibit 10.33 to our company's Annual Report on Form 10-K, filed March 30, 2005, and
incorporated herein by reference.
|10.34   |   | Letter Agreement, dated March 24, 2005, between our company and AEW Targeted Securities Fund, L.P. (previously filed as Exhibit 10.34 to our company's Annual Report on Form 10-K filed March 30, 2005, and incorporated herein by
reference).                         
|10.35   |   | Option Agreement, dated May 6, 2005, between our company and AEW Targeted Securities Fund, L.P. (previously filed as Exhibit 10.35 to our company's Report on Form 8-K filed May 9, 2005.                                                                              
|14.1    |   | Code of Ethics, adopted by the Board of Directors of Golf Trust of America, Inc. on February 9, 2004 (previously filed as Exhibit 14.1 to our company's Annual Report on Form 10-K, filed March 30, 2004, and incorporated herein by
reference).                       
|21.1    | * | List of Subsidiaries of Golf Trust of America, Inc.                                                                                                                                                                                                                    
|31.1    | * | Certification of W. Bradley Blair II pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                        
|31.2    | * | Certification of Scott D. Peters pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                            
|32.1    | * | Certifications under Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                    
|99.1    |   | Charter of the Audit Committee of the Board of Directors of Golf Trust of America, Inc. (previously filed as Appendix A to our company's definitive proxy statement on Schedule 14A, filed October 15, 2001, and incorporated herein by
reference).                    

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