Our Mission:  Creating Wealth Through Real Estate Investing

Shopoff Properties Trust is a real estate investment trust (REIT) that offers investors an exciting new way to participate in potentially lucrative real estate investments.

Unlike most conventional REITs that concentrate on generating cash flow through investments in developed properties such as shopping centers, office and industrial buildings, or lodging (hotels, motels, condos, apartments), Shopoff Properties Trust will focus on capital appreciation through investments in undeveloped and underdeveloped real estate assets. Shopoff Properties Trust is substantially different from most conventional REITs as it will not generate a regular cash flow and will therefore produce either no dividends or an irregular dividend stream. This business plan of focusing on value-added capital appreciation is inherently more risky than most conventional REITs. For a complete description of the risks involved in the purchase of Shopoff Properties Trust, please review the RISK FACTORS. These assets will present opportunities for added value once governmental approvals are obtained for improvements or once the assets are repositioned to a higher or better use.

THIS IS NEITHER A SOLICITATION TO BUY NOR AN OFFER TO SELL TO ANY PERSON IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED BY STATE LAW. THE OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS SALES AND ADVERTISING LITERATURE MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING.

MINNESOTA OFFERS AND SALES MAY BE MADE ONLY TO ACCREDITED INVESTORS PURSUANT TO SEC. 80A.46 (13) (B) OF THE MINNESOTA SECURITIES ACT AND TO "INSTITUTIONAL INVESTORS" AS DEFINED BY SEC. 80A.46 (13) (A) AND RELATED SECTIONS, RULES AND RELEASES PROMULGATED THEREUNDER.