10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

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: 2-65481

SADDLEBROOK RESORTS, INC.

(Exact name of registrant as specified in its charter)

Florida	59-1917822
(State of incorporation)	(IRS employer identification no.)

5700 Saddlebrook Way, Wesley Chapel, Florida 33543-4499

(Address of principal executive offices)

813-973-1111

(Registrant’s telephone number, including area code)

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 reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

Registrant has 100,000 shares of common stock outstanding, all of which are held by an affiliate of the Registrant.

INDEX

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Saddlebrook Resorts, Inc. Balance Sheets at September 30, 2010 and December 31, 2009		3
Statements of Operations and Accumulated Earnings for the three months and nine months ended September 30,2010 and 2009		4
Statements of Cash Flows for the nine months ended September 30, 2010 and 2009		5
Notes to Financial Statements		6
Saddlebrook Rental Pool Operation Balance Sheets at September 30, 2010 and December 31, 2009		9
Statements of Operations for the three months and nine months ended September 30, 2010 and 2009		10
Statements of Changes in Participants’ Fund Balance for the nine months ended September 30, 2010 and 2009		11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures about Market Risk		14
Item 4. Controls and Procedures		14
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		14
Item 6. Exhibits		15
Signature		15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

- 2 -

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SADDLEBROOK RESORTS, INC.

BALANCE SHEETS

	September 30,
	2010			December 31,
	(Unaudited)			2009
Assets
Current assets:
Cash and cash equivalents	$	575,061		$	1,044,573
Escrowed cash		743,813			777,729
Accounts receivable, net		899,991			1,872,364
Due from related parties		338,959			1,319,304
Inventory and supplies		1,600,553			1,566,950
Prepaid expenses and other current assets		785,093			704,088
Total current assets		4,943,470			7,285,008
Property, buildings and equipment, net		22,155,637			23,448,520
Deferred charges, net		39,102			47,482
Total assets	$	27,138,209		$	30,781,010
Liabilities and Shareholder’s Equity
Current liabilities:
Current portion of long-term debt	$	1,060,000		$	1,060,000
Current portion of capital lease obligation		93,283			89,697
Escrowed deposits		743,813			777,729
Accounts payable		476,057			687,585
Accrued rental distribution		252,438			544,090
Accrued expenses and other liabilities		2,242,547			1,622,891
Current portion of deferred income		839,421			852,864
Guest deposits		841,807			1,266,157
Total current liabilities		6,549,366			6,901,013
Long-term debt		7,950,000			8,745,000
Capital lease obligation		132,230			202,648
Deferred income		1,252,209			1,371,871
Other liabilities		149,000			149,000
Total liabilities		16,032,805			17,369,532
Shareholder’s equity:
Common stock, $1.00 par value, 100,000 shares authorized and outstanding		100,000			100,000
Additional paid-in capital		1,013,127			1,013,127
Accumulated earnings		12,723,833			14,589,264
Due from related parties		(2,731,556	)		(2,290,913	)
Total shareholder’s equity		11,105,404			13,411,478
	$	27,138,209		$	30,781,010

The accompanying Notes to Financial Statements are
an integral part of these financial statements

- 3 -

SADDLEBROOK RESORTS, INC.

STATEMENTS OF OPERATIONS
AND ACCUMULATED EARNINGS

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009
Revenues	$	3,824,289		$	4,291,516		$	20,544,157		$	21,040,715
Costs and expenses:
Operating costs		4,337,760			4,074,870			17,337,775			16,513,618
Sales and marketing		355,452			291,486			1,169,596			1,151,525
General and administrative		763,889			625,988			2,230,498			2,235,021
Net gain on assets sold		—			(404,416	)		—			(403,009	)
Depreciation		480,614			502,413			1,460,043			1,540,319
Total costs and expenses		5,937,715			5,090,341			22,197,912			21,037,474
Net operating (loss) income before other (income) expenses		(2,113,426	)		(798,825	)		(1,653,755	)		3,241
Other (income) expenses
Interest income		(960	)		(1,440	)		(2,252	)		(8,083	)
Other expense (income)		4,234			(15,484	)		(8,979	)		(189,595	)
Interest expense		73,463			83,213			222,907			282,041
Total other (income) expenses		76,737			66,289			211,676			84,363
Net loss		(2,190,163	)		(865,114	)		(1,865,431	)		(81,122	)
Accumulated earnings at beginning of period		14,913,996			16,387,587			14,589,264			15,603,595
Accumulated earnings at end of period	$	12,723,833		$	15,522,473		$	12,723,833		$	15,522,473

The accompanying Notes to Financial Statements are
an integral part of these financial statements

- 4 -

SADDLEBROOK RESORTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
	September 30,
	2010			2009
Operating activities:
Net loss	$	(1,865,431	)	$	(81,122	)
Non-cash items included in net loss:
Provision for doubtful accounts		(14,492	)		(759	)
Depreciation		1,460,043			1,540,319
Amortization of debt financing costs		8,380			41,290
Gain on sale of assets		—			(403,009	)
Decrease (increase) in:
Accounts receivable		986,865			588,464
Inventory and supplies		(33,603	)		253,387
Prepaid expenses and other current assets		(81,005	)		106,289
(Decrease) increase in:
Accounts payable		(211,528	)		(373,811	)
Accrued rental distribution		(291,652	)		(369,507	)
Guest deposits		(424,350	)		(1,326,185	)
Accrued expenses and other liabilities		619,656			105,344
Deferred income		(133,105	)		(224,313	)
Cash flow provided by (used in) operating activities		19,778			(143,613	)
Investing activities:
Proceeds from sale of property and equipment		—			505,528
Proceeds from maturity of short term investment		—			175,000
Capital expenditures		(167,160	)		(281,490	)
Cash flow (used in) provided by investing activities		(167,160	)		399,038
Financing activities:
Payments on long-term debt		(795,000	)		(1,096,649	)
Payments on capital lease obligations		(66,832	)		(56,500	)
Debt costs to be amortized		—			(55,895	)
Net repayments from (advances to) related parties		539,702			(130,044	)
Cash flow used in financing activities		(322,130	)		(1,339,088	)
Net decrease in cash		(469,512	)		(1,083,663	)
Cash at beginning of period		1,044,573			3,752,278
Cash at end of period	$	575,061		$	2,668,618
Supplemental disclosure of cash flow information:
Cash paid for interest	$	216,280		$	224,976

Non-Cash Investing Activities

In February 2009, the Company acquired $370,542 of vehicles through a capital lease obligation.

The accompanying Notes to Financial Statements are
an integral part of these financial statements.

- 5 -

SADDLEBROOK RESORTS, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

Saddlebrook Resorts, Inc. (the “Company”) developed and operates Saddlebrook Resort, which is a condominium hotel and resort located in Wesley Chapel, Florida.

The Company’s accompanying balance sheet for September 30, 2010, and its statements of operations and accumulated earnings and cash flows for the periods ended September 30, 2010 and 2009, are unaudited but reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.

The Company’s business is seasonal. Therefore, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

These financial statements and related notes are presented for interim periods in accordance with the requirements of Form 10-Q and, consequently, do not include all disclosures normally provided in the Company’s Annual Report on Form 10-K. Accordingly, these financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Note 2. Accounts Receivable

	September 30,
	2010			December 31,
	(Unaudited)			2009
Trade accounts receivable	$	940,726		$	1,927,591
Less allowance for bad debts		(40,735	)		(55,227	)
	$	899,991		$	1,872,364

- 6 -

Note 3. Property, Buildings and Equipment

	September 30,
	2010			December 31,
	(Unaudited)			2009
Land and land improvements	$	6,802,067		$	6,802,067
Buildings and recreational facilities		29,731,135			29,702,374
Machinery and equipment		17,427,033			17,332,183
Construction in progress		238,510			194,960
		54,198,745			54,031,584
Less accumulated depreciation		(32,043,108	)		(30,583,064	)
	$	22,155,637		$	23,448,520

The Company’s property, buildings and equipment are pledged as security for its debt (see Note 5).

Note 4. Deferred Charges

	September 30,
	2010			December 31,
	(Unaudited)			2009
Debt issue costs	$	55,895		$	55,895
Less accumulated amortization		(16,793	)		(8,413	)
	$	39,102		$	47,482

- 7 -

Note 5. Long-term debt and Capital Lease Obligation

Long-term debt is a bank note payable which is due March 12, 2014, and requires monthly principal payments of $88,333, plus monthly payments of all accrued interest. The term note bears interest at 2.5% over the one month LIBOR index. The rate as of September 30, 2010 was 2.76%. The note is collateralized by all current and subsequently acquired real and personal property. At September 30, 2010, the outstanding balance on this term note was $9,010,000.

The Company has the ability to obtain an additional $2,500,000 under a line of credit facility from the same lender, with the same rate of interest, subject to meeting certain financial covenants on an annual basis. The line of credit expires in March 2011. At September 30, 2010, the Company has no borrowings on the line of credit.

On February 11, 2009, the Company entered into a capital lease for the purchase of vehicles in the amount of $370,542. The capital lease is secured by the vehicles purchased, matures in January 2013 and requires monthly payments of $8,574, including interest at 5.24%.

Note 6. Due from Related Parties

Due from related parties at September 30, 2010 and December 31, 2009 are the result of net intercompany transactions and cash transfers between the Company and its shareholder and affiliated companies, which are unsecured and non-interest bearing.

The Company currently funds expenditures for its parent company, Saddlebrook Holdings, Inc. (“SHI”). SHI’s expenditures include dividends to its shareholders, which are primarily for income taxes related to the operations of SHI and its subsidiaries. Until such time as definitive repayment terms are established and collectability of the amounts due can be assessed, the Company has reclassified the amounts due from SHI as a component of shareholders’s equity in the accompanying balance sheets.

Note 7. Income Taxes

The Company is currently a member of a Qualified Subchapter S Subsidiary Group. Accordingly, no income tax expense was reflected in the Company’s operating results as the tax is assessed to the shareholders of its parent company.

- 8 -

SADDLEBROOK RENTAL POOL OPERATION
BALANCE SHEETS

DISTRIBUTION FUND

	September 30,
	2010		December 31,
	(Unaudited)		2009
Assets
Receivable from Saddlebrook Resorts, Inc.	$	252,438	$	544,090
Liabilities
Due to participants for rental pool distribution	$	226,739	$	456,994
Due to maintenance escrow fund		25,699		87,096
		252,438		544,090
Participants’ Fund Balance		—		—
	$	252,438	$	544,090

MAINTENANCE ESCROW FUND

	September 30,
	2010		December 31,
	(Unaudited)		2009
Assets
Cash and cash equivalents	$	725,613	$	761,829
Receivable from Distribution Fund		25,699		87,096
Furniture Inventory		60,775		60,174
Prepaid expenses and other assets		8,520		7,816
	$	820,607	$	916,915
Liabilities and Participants’ Fund Balance
Accounts payable	$	96,173	$	112,455
Participants’ fund balance		724,434		804,460
	$	820,607	$	916,915

- 9 -

SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF OPERATIONS — DISTRIBUTION FUND

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009
Rental pool revenues	$	696,591		$	818,833		$	5,532,612		$	5,736,574
Deductions:
Marketing fee		52,244			61,412			414,945			430,243
Management fee		87,074			102,354			691,577			717,071
Travel agent commissions		31,424			29,282			182,750			203,512
Credit card expense		21,984			18,354			130,362			129,602
		192,726			211,402			1,419,634			1,480,428
Net rental income		503,865			607,431			4,112,978			4,256,146
Less operator share of net rental income		(226,739	)		(273,344	)		(1,850,840	)		(1,915,265	)
Other revenues (expenses):
Complimentary room revenues		2,639			6,466			15,007			30,846
Minor repairs and replacements		(27,327	)		(35,913	)		(107,769	)		(91,969	)
Amount available for distribution	$	252,438		$	304,640		$	2,169,376		$	2,279,758

- 10 -

SADDLEBROOK RENTAL POOL OPERATION

STATEMENTS OF CHANGES IN PARTICIPANTS’ FUND BALANCES

(Unaudited)

DISTRIBUTION FUND

	Nine months ended
	September 30,
	2010			2009
Balance at beginning of period	$	—		$	—
Additions:
Amount available for distribution		2,169,376			2,279,758
Reductions:
Amount withheld for maintenance escrow fund		(318,536	)		(364,493	)
Amount accrued or paid to participants		(1,850,840	)		(1,915,265	)
Balance at end of period	$	—		$	—

MAINTENANCE ESCROW FUND

	Nine months ended
	September 30,
	2010			2009
Balance at beginning of period	$	804,460			555,680
Additions:
Amount withheld from distribution fund		318,536			364,493
Unit owner payments		24,311			23,370
Interest earned		3,084			2,668
Reductions:
Escrow account refunds		(25,555	)		(3,390	)
Maintenance charges		(244,999	)		11,866
Unit renovations		(46,397	)		(212,580	)
Linen replacement		(109,006	)		(22,827	)
Balance at end of period	$	724,434		$	719,280

- 11 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The Company operates Saddlebrook Resort (the “Resort”) in Wesley Chapel, Florida, which contains condominium units that have been sold to third parties or to affiliates of the Company. The majority of the condominium units are hotel accommodations that participate in a rental-pooling program (the “Rental Pool”) that provides its owners with a percentage distribution of related room revenues minus certain fees and expenses. The remainder of the condominium units participate in a non-pooling rental program, are owner-occupied or are designated as hospitality suites or housing for young athletes independent of the rental programs. Other resort property owned by the Company and its affiliates include golf courses, tennis courts, a spa, restaurants and conference center facilities.

Critical Accounting Policies

The Company’s critical accounting policies are those that require significant judgment. There have been no material changes to the critical accounting policies previously reported in our 2009 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010.

Results of Operations

Third quarter 2010 compared to third quarter 2009

The Company’s total revenues decreased approximately $467,000, or about 11%, for the three months ended September 30, 2010 compared to the same period in the prior year. This decrease is directly related to a 1% decrease in occupancy, a 1% decrease in the average room rate over the prior period and a $360,000 decrease in cancellation revenue compared to the prior period. Total revenues for the Rental Pool decreased approximately $122,000, or about 15%.

Total costs and expenses for the Company increased by $847,000 when compared to the same period in the prior year. The increase relates to the $404,000 gain on the sale of land in August 2009 (see discussion below). The remaining change is the result of increases in various operating costs during the three months ended September 30, 2010 compared to the same period in the prior year. The decrease of $19,000 in total costs and expenses for the Rental Pool Operation is consistent with the decreases in revenues.

The Company experienced a net loss for the quarter of approximately $2,190,000, compared with a net loss of approximately $865,000 in the same period in the prior year. Amounts available for distribution for the Rental Pool Operation decreased $52,000 from the comparable period last year.

In August 2009, the Company recorded a gain of approximately $404,000 in connection with the transfer of a strip of land at the entrance to the resort property to the county in connection with a planned road widening project by the county. The total settlement was approximately $607,000, which includes proceeds for the land, land improvements and net damages and/or cost to cure such damages.

- 12 -

First nine months 2010 compared to first nine months 2009

The Company’s total revenues decreased approximately $497,000, or about 2% for the nine months ended September 30, 2010 compared to the same period in the prior year. This decrease is directly related to a $771,000 decrease in cancellation revenue, which is offset by a 17% increase in occupancy and a 2% increase in food and beverage sales. The total revenues for the Rental Pool decreased approximately $204,000, or about 4%.

Total costs and expenses for the Company increased approximately $1,160,000. The decrease of approximately $61,000 in costs and expenses for the Rental Pool Operation are directly related to the decrease in revenues.

Net loss for the Company increased $1,784,000 over the comparable period last year. Amounts available for distribution for the Rental Pool Operation decreased $110,000 over the same period in the prior year.

In August 2009, the Company recorded a gain of approximately $404,000 in connection with the transfer of a strip of land at the entrance to the resort property to the county in connection with a planned road widening project by the county. The total settlement was approximately $607,000, which includes proceeds for the land, land improvements and net damages and/or cost to cure such damages.

Impact of Current Economic Conditions

The Company believes that the lower occupancy rates, when compared years prior to 2009, are due to the current state of the United States’ economy, and the fact that businesses appear to have altered their spending patterns in response. This has resulted in fewer group (corporate) bookings.

In response to this trend the Company has increased its marketing efforts toward the social clientele by developing packages designed to target more social guests, including families. These social packages are being promoted through the Company’s website as well as through travel wholesalers and with emphasis on e-commerce sites.

Liquidity and Capital Resources

Future operating costs and planned expenditures for minor capital additions and improvements are expected to be adequately funded by the Company’s and its affiliates’ current cash reserves and cash generated by resort operations. The Company’s current debt agreement also allows for the Company to borrow an additional $2,500,000, provided the Company is in compliance with certain financial covenants. The Company’s financing from a third-party lender bears interest at 2.5% over the one month LIBOR index (2.76% at September 30, 2010) and matures in March 2014.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements as it is not the Company’s business practice to do so.

- 13 -

Seasonality

The Company’s operations are seasonal with the highest volume of revenues generally occurring in the first quarter of each calendar year.

Due to the seasonal business of the Company, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s invested cash, including cash escrowed on behalf of the condominium unit owners in the Rental Pool’s Maintenance Escrow Fund, is subject to changes in market interest rates. Otherwise, the Company does not have significant market risk with respect to foreign currency exchanges or other market rates.

The Company’s term note bears interest at 2.5% over the one month LIBOR index and matures on March 12, 2014.

Item 4. Controls and Procedures

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures as of September 30, 2010, pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2010 in timely alerting them to material information required to be included in the Company’s periodic SEC filings.

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures over internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company have been detected.

There were no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2010 that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time involved in litigation in the ordinary course of business. In the opinion of the Company’s management, insurance or indemnification from other third parties adequately covers these matters. Accordingly, the effect, if any, of these claims is considered immaterial to the Company’s financial condition and results of operations.

- 14 -

Item 6. Exhibits

The following exhibits are included in this Form 10-Q:

31.1	–	Chief Executive Officer Rule 15d-14(a) Certification
31.2	–	Chief Financial Officer Rule 15d-14(a) Certification
32.1	–	Chief Executive Officer Section 1350 Certification
32.2	–	Chief Financial Officer Section 1350 Certification

SIGNATURE

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.

	SADDLEBROOK RESORTS, INC. (Registrant)
Date: November 15, 2010	/s/ Donald L. Allen
	Donald L. Allen
	Vice President and Treasurer (Principal Financial and Accounting Officer)

- 15 -

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER SECTION 15d-14(a) CERTIFICATION

I, Thomas L. Dempsey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Saddlebrook Resorts, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2010	/s/ Thomas L. Dempsey
	Thomas L. Dempsey
	Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER SECTION 15d-14(a) CERTIFICATION

I, Donald L. Allen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Saddlebrook Resorts, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2010	/s/ Donald L. Allen
	Donald L. Allen
	Vice President and Treasurer

EX-32.1

Exhibit 32.1

CHIEF EXECUTIVE OFFICER SECTION 1350 CERTIFICATION

I, Thomas L. Dempsey, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that the Quarterly Report on Form 10-Q for Saddlebrook Resorts, Inc. for the period ended September 30, 2010 fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Saddlebrook Resorts, Inc.

Date: November 15, 2010	/s/ Thomas L. Dempsey
	Thomas L. Dempsey
	Chairman of the Board and Chief Executive Officer

EX-32.2

Exhibit 32.2

CHIEF FINANCIAL OFFICER SECTION 1350 CERTIFICATION

I, Donald L. Allen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, that the Quarterly Report on Form 10-Q for Saddlebrook Resorts, Inc. for the period ended September 30, 2010 fully complies with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of Saddlebrook Resorts, Inc.

Date: November 15, 2010	/s/ Donald L. Allen
	Donald L. Allen
	Vice President and Treasurer