Offering Closed on Aug 29, 2010


     Risk Factors            Frequently Asked Questions            

Risk Factors
Investment in our common stock involves a high degree of risk. There are multiple types of risk, some of which includes the following:

  • Because we expect that the majority of the properties we acquire will not generate any operating cash flow, the timing and amount of any dividends paid will be largely dependent upon the sale of acquired properties. Accordingly, it is uncertain as to when, if ever, dividends will be paid.
  • Due to the risks involved in the ownership of real estate, there is no guarantee of any return on your investment in us and you may lose all or part of your money.
  • No public market exists for our shares. Our shares cannot be readily sold, and if you are able to sell your shares, you may have to sell them at a substantial discount.
  • Neither we nor our advisor, Shopoff Advisors, L.P., have an operating history. We have not made any investments. We have not identified any investments to make with the proceeds from this offering. As a result, you will not have the opportunity to review our investments prior to purchasing shares.
  • We will rely on Shopoff Advisors for our day-to-day operations and the selection of our investments. We will pay substantial fees to Shopoff Advisors for these services. Shopoff Advisors is an affiliate of ours and of our sponsor, The Shopoff Group, L.P., and therefore, these fees were not determined on an arm’s-length basis. Shopoff Advisors is also subject to conflicts of interest due to relationships its principals have with other programs sponsored by The Shopoff Group.
  • We are the first publicly-offered investment program sponsored by The Shopoff Group. You should not assume that the prior performance of privately-held programs sponsored by The Shopoff Group is necessarily indicative of our future results.
  • Although we intend to qualify as a real estate investment trust for U.S. federal income tax purposes, we may fail to do so.


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