UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	~~Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934~~	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended: June 30, 2007
for the quarterly period ended: September 30, 2007
o	~~Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934~~	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 333-120538

GTA-IB, LLC

(Exact name of registrant as specified in its charter)

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

36750 US 19 N., Palm Harbor, Florida 34684

(Address of principal executive offices) (Zip Code)

(727) 942-2000

(Registrant’s telephone number, including area code)

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

One hundred percent of the membership interests of the issuer are owned indirectly by Golf Trust of America, Inc.

GTA-IB, LLC

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2007

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	~~Financial Statements~~	Financial Statements
	Condensed Combined Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006
		Condensed Combined Balance Sheets as of September 30, 2007 (unaudited) and December 31, 2006
	Condensed Combined Statements of Operations and Member’s Deficit (unaudited) for the Three Months and Six Months Ended June 30, 2007 and 2006
		Condensed Combined Statements of Operations and Member’s Equity (Deficit) (unaudited) for the Three Months and Nine Months Ended September 30, 2007 and 2006
	Condensed Combined Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2007 and 2006
		Condensed Combined Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2007 and 2006
	~~Notes to Condensed Combined Financial Statements (unaudited)~~	Notes to Condensed Combined Financial Statements (unaudited)
	Rental Pool Lease Operation Condensed Financial Statements and Note
		Innisbrook Rental Pool Lease Operation
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	~~Quantitative and Qualitative Disclosures About Market Risk~~	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	~~Controls and Procedures~~	Controls and Procedures
PART II. OTHER INFORMATION
Item 1.	~~Legal Proceedings~~	Legal Proceedings
Item 1A.	~~Risk Factors~~	Risk Factors
Item 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities
Item 4.	~~Submission of Matters to a Vote of Security Holders~~	Submission of Matters to a Vote of Security Holders
Item 5.	~~Other Information~~	Other Information
Item 6.	~~Exhibits~~	Exhibits
Signatures

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 on Form 10-Q are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “believe”, “expect”, “will”, “anticipate”, “intend”, “estimate”, “project”, “assume” or other similar expressions. 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 Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission (the “SEC”). Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Accordingly, our projections in this Quarterly Report on Form 10-Q are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests. Certain factors that could cause such a difference are described under the caption “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q, each of which you should review carefully.

GTA-IB, ~~LLC~~ ~~CONDENSED COMBINED BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006 (in thousands)~~LLC

	June 30, 2007			December 31, 2006*
	(unaudited)
Assets
Current assets	$	6,143		$	5,296
Property and equipment, net	27,077			27,280
Intangibles, net	14,062			14,906
Other assets	1,889			1,892
Total Assets	$	49,171		$	49,374
Liabilities
Current liabilities	$	9,628		$	9,509
Westin termination fee, short-term	5,403			5,594
Troon supplemental fee, short-term	800			800
Long-term debt, less current maturities	42,676			42,771
Other long term liabilities	3,658			4,051
Total Liabilities	62,165			62,725
Member’s Deficit	(12,994		)	(13,351		)
Total Liabilities and Member’s Deficit	$	49,171		$	49,374

CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006

(in thousands)

	September 30, 2007		December 31, 2006*
	(unaudited)

Assets
Cash	$	65	$	5,296
Cash in escrow	2,000		—
Due from Salamander	1,387		—
Property and equipment, net	—		27,280
Intangibles, net	—		14,906
Other assets	115		1,892
Total Assets		3,567		49,374
Liabilities
Current liabilities		18		9,509
Westin termination fee, short-term	—		5,594
Troon supplemental fee, short-term	—		800
Long-term debt, less current maturities	—		42,771
Other long term liabilities	—		4,051
Total Liabilities	18		62,725
Member’s Equity(Deficit)	3,549		(13,351		)
Total Liabilities and Member’s Equity(Deficit)	$	3,567	$	49,374

*Derived from audited combined financial statements.

See accompanying notes to condensed combined financial statements.

GTA-IB, ~~LLC~~ ~~CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER’S DEFICIT FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (in thousands) (unaudited)~~LLC

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenues
Hotel	$	2,354		$	3,444		$	6,955		$	9,289
Food and beverage	2,205			2,686			6,192			7,818
Golf	3,468			3,527			8,502			8,616
Other	628			602			1,372			1,549
Total revenues	8,655			10,259			23,021			27,272
Expenses
Hotel	2,215			2,843			5,578			6,950
Food and beverage	1,868			1,878			4,500			5,011
Golf	1,908			1,911			3,921			3,767
Other	2,609			2,540			5,241			5,377
General and administrative	840			1,410			1,960			3,152
Depreciation and amortization	566			533			1,102			1,024
Total expenses	10,006			11,115			22,302			25,281
Operating income(loss)	(1,351		)	(856		)	719			1,991
Interest expense, net	234			370			494			743
Other (income) expense	(191		)	—			(132		)	—
Net income (loss)	(1,394		)	(1,226		)	357			1,248
Member’s deficit, beginning of period	(11,600		)	(6,015		)	(13,351		)	(8,489		)
Member’s deficit, end of period	$	(12,994	)	$	(7,241	)	$	(12,994	)	$	(7,241	)

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER’S EQUITY/DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
(in thousands) (unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2007			2006			2007			2006
Revenues
Hotel	$	392		$	1,719		$	7,346		$	11,008
Food and beverage	228			1,554			6,420			9,372
Golf	260			2,040			8,762			10,656
Other	127			587			1,499			2,136
Total revenues	1,007			5,900			24,027			33,172
Expenses
Hotel	455			1,979			6,033			8,929
Food and beverage	327			1,660			4,826			6,671
Golf	363			1,775			4,284			5,542
Other	563			2,562			5,806			7,939
General and administrative	248			1,017			2,206			4,168
Depreciation and amortization	75			505			1,177			1,529
Total expenses	2,031			9,498			24,332			34,778
Operating loss	1,024			3,598			305			1,606
Interest expense, net	70			565			564			1,308
Other income	—			—			(132		)	—
Gain on sale of Parcel F	(1,010		)	—			(1,010		)	—
Gain on sale of Resort operations	(5,225		)	—			(5,225		)	—
Net income (loss)	5,141			(4,163		)	5,498			(2,914		)
Member’s deficit, beginning of period	(12,994		)	(7,240		)	(13,351		)	(8,489		)
Contributed capital	11,402			—			11,402			—
Member’s equity/(deficit), end of period	$	3,549		$	(11,403	)	$	3,549		$	(11,403	)

See accompanying notes to condensed combined financial statements.

GTA-IB, LLC CONDENSED COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (in thousands) (unaudited)

	Six months ended June 30,
	2007			2006
Cash flows from operating activities:
Net income	$	357		$	1,248
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,762			1,685
Provision for bad debts	(55		)	279
Non-cash interest	314			558
Other changes in operating assets and liabilities	(390		)	215
Net cash provided by operating activities	1,988			3,985
Cash flows used in investing activities:
Purchases of property and equipment	(214		)	(97		)
Cash flows from financing activities:
Repayment of long-term debt and capital lease obligations	(908		)	(701		)
Proceeds from debt	320			—
Net cash used in financing activities	(588		)	(701		)
Net increase in cash	1,186			3,187
Cash and cash equivalents, beginning of period	932			1,519
Cash and cash equivalents, end of period	$	2,118		$	4,706
Supplemental Cash Flow Information:
Cash paid for interest	$	180		$	192
Non-cash financing and investing activities:
Assets acquired through capital leases	$	498		$	181

CONDENSED COMBINED STATEMENTS OF CASH FLOWS FOR THE

SeeNINE accompanyingMONTHS notesENDED to condensedSEPTEMBER combined30, financial2007 statements.AND 2006 (in thousands) (unaudited)

	Nine months ended September 30,
	2007			2006
Cash flows from operating activities:
Net income (loss)	$	5,498		$	(2,914	)
Adjustments to reconcile net income(loss) to net cash provided by operating activities:
Depreciation and amortization	1,908			2,519
Provision for bad debts	—			349
Gain on sale of the Resort	(5,225		)	—
Gain on sale of Parcel F	(1,010		)	—
Discount on Westin obligation	(192		)	—
Non-cash interest	337			1,018
Other changes in operating assets and liabilities	(10,445		)	(311		)
Net cash (used in) provided by operating activities	(9,129		)	661
Cash flows used in investing activities:
Purchases of property and equipment	(327		)	(129		)
Restricted cash	(2,000		)	—
Proceeds from the sale of Parcel F	2,500			—
Proceeds from the sale of assets	39,352			—
Net cash provided by (used in) investing activities	39,525			(129		)

Cash flows from financing activities:
Repayment of debt and capital lease obligations	(943		)	(1,043		)
Proceeds from debt	320			—
Distributions to parent	(30,639		)	—
Net cash used in financing activities	(31,262		)	(1,043		)
Net increase in cash	(866		)	(511		)
Cash and cash equivalents, beginning of period	932			1,519
Cash and cash equivalents, end of period	$	66		$	1,008

Supplemental Cash Flow Information:
Cash paid for interest	$	180		$	272
Non-cash financing and investing activities:
Assets acquired through capital leases	$	498		$	181

~~GTA-IB,~~See accompanying ~~LLC~~notes to condensed combined financial statements.

~~FORM 10-Q~~6

~~NOTES TO CONDENSED COMBINED~~GTA-IB, ~~FINANCIAL STATEMENTS~~LLC

~~FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006~~FORM 10-Q

~~(in~~NOTES ~~thousands)~~TO CONDENSED ~~(unaudited)~~COMBINED FINANCIAL STATEMENTS

~~1. Innisbrook~~FOR ~~Resort~~THE THREE ~~Ownership~~MONTHS ~~and~~AND ~~Operations~~NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

~~GTA-IB, LLC~~ (~~the “Company”) is a single member limited liability company owned by GTA-IB Golf Resort, LLC, which~~ in ~~turn is 100 percent owned by Golf~~ ~~Trust of America, L.P. (the “Operating Partnership”~~thousands). ~~There is no established market for the Company’s membership interests. Golf Trust of America, Inc.~~ (~~“GTA”~~unaudited) holds a 100 percent interest in the Operating Partnership. GTA GP, Inc. is the sole general partner of the Operating Partnership and owns a 0.2 percent interest therein. GTA LP, Inc. is a limited partner in the Operating Partnership and owns a 99.8 percent interest therein. Golf Host Resorts, Inc. (“GHR”), an entity affiliated with Starwood Capital Group LLC, is the former owner of the Innisbrook Resort and Golf Club (the “Resort”) and the former borrower under a $79,000 participating mortgage loan funded by the Operating Partnership. This participating mortgage loan was secured by the Resort, cash, undeveloped land at the Resort and 368,365 shares of GTA’s common stock. The Resort is a 72-hole destination golf and conference facility located near Tampa, Florida.

~~The Company entered into a Settlement Agreement dated July 15, 2004 (the “Settlement Agreement”) with the Operating Partnership and GHR, Golf Hosts, Inc~~1., ~~Golf~~Innisbrook Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. The Settlement Agreement resolved a number of issues between the parties, including GHR’s default under the participating mortgage loan made by the Operating Partnership to GHR in June 1997. As part of the Settlement Agreement, the Company took ownership of the Resort onOwnership July 15, 2004. In connection with the Settlement Agreement, the Company entered into a management agreement (the “Westin Management Agreement”) with Westin Management Company South (“Westin”), which provided for Westin’s management of the Resort, and Westin and Troon Golf L.L.C. (“Troon”) entered into a facility management agreement (the “Troon Management Agreement”) providing for Troon’s management of the golf facilities at the Resort. The current status of the Westin Management Agreement with Westin and the Troon Management Agreement with Troon are discussed below in Notes 5 and 9.Operations

InGTA-IB, ~~connection~~LLC ~~with~~ (the ~~Settlement~~“Company”) is a single member limited liability ~~Agreement,~~company ~~the~~owned ~~Company~~by ~~assumed~~GTA-IB ~~control~~Golf ~~and~~Resort, ~~operation~~LLC, ofwhich ~~the~~in ~~rental~~turn ~~pool~~is ~~lease~~100 percent owned by ~~operations~~Golf atTrust ~~the~~of ~~Resort~~America, L.P. (the “~~Rental~~Operating ~~Pool~~Partnership”). ~~The~~ ~~Rental~~There ~~Pool~~is ~~was~~no established ~~operated~~market ~~and~~for ~~controlled~~the byCompany’s ~~GHR~~membership ~~prior~~interests. toGolf ~~that~~Trust ~~time.~~of OnAmerica, Inc. (“GTA”) holds a ~~year-to-year~~100 percent ~~basis,~~interest ~~approximately~~in ~~500~~the ofOperating Partnership. GTA GP, Inc. is the ~~938~~sole ~~condominium~~general ~~units~~partner atof the Operating ~~Resort~~Partnership ~~were~~and ~~leased~~owns bya ~~the~~0.2 percent ~~Company~~interest ~~from~~therein. GTA LP, Inc. is a limited partner in the ~~condominium~~Operating ~~owners~~Partnership and ~~used~~owns asa ~~hotel~~99.8 percent ~~accommodations~~interest ~~for~~therein. ~~the~~Golf ~~Resort~~Host ~~pursuant~~Resorts, toInc. ~~rental~~(“GHR”), ~~pool~~an ~~lease~~entity ~~arrangements.~~affiliated ~~The~~with ~~Company~~Starwood ~~was~~Capital Group LLC, is the ~~lessee~~former ~~under~~owner ~~these~~of ~~rental~~the ~~pool~~Innisbrook ~~lease~~Resort ~~operation~~and Golf ~~agreements. Those~~Club ~~agreements~~(the ~~provided~~“Resort”) ~~that~~and the ~~Company would~~former ~~distribute~~borrower under a ~~percentage~~$79,000 ofparticipating mortgage ~~room~~loan ~~revenues~~funded toby the Operating Partnership. This participating ~~condominium~~mortgage ~~owners~~loan ~~who~~was ~~permitted~~secured by the ~~Company~~Resort, tocash, ~~lease~~undeveloped ~~their~~land ~~units~~at asthe ~~hotel~~Resort ~~accommodations~~and 368,365 shares of GTA’s common stock. The Resort is a 72-hole destination golf and conference facility located near Tampa, Florida.

The ~~Operating~~Company ~~Partnership had previously~~ entered into ana ~~agreement~~Settlement Agreement ~~with~~dated ~~GHR~~July 15, ~~and~~2004 (the ~~prospective~~“Settlement ~~purchaser~~Agreement”) ofwith the aOperating ~~parcel~~Partnership ofand ~~undeveloped~~GHR, ~~land~~Golf ~~within~~Hosts, Inc., ~~the~~Golf ~~Resort~~Host Management, Inc., ~~referred~~Golf toHost ~~herein as “Parcel~~Condominium, F”Inc. ~~This~~ ~~agreement~~and Golf Host Condominium, ~~referred~~LLC. toThe ~~herein~~Settlement asAgreement ~~the~~resolved ~~“Parcel F~~a ~~Development~~number ~~Agreement”, was~~of ~~executed~~issues onbetween the ~~March 29~~parties, ~~2004~~including ~~and~~GHR’s ~~amended~~default onunder ~~August~~the ~~10,~~participating ~~2005~~mortgage toloan ~~add~~made by the ~~Company~~ asOperating aPartnership ~~party.~~to ~~The~~GHR ~~Parcel~~in June F1997. ~~Development~~As ~~Agreement~~part ~~includes~~of the ~~terms~~ ~~and~~Settlement ~~conditions~~Agreement, ~~pursuant~~the toCompany ~~which~~took ~~Parcel F~~ownership ~~may~~of bethe ~~developed,~~Resort ~~and~~on ~~includes~~July 15, ~~restrictions~~2004. onIn ~~GHR~~connection with the Settlement Agreement, the ~~owner~~Company ofentered ~~Parcel~~into F,a management ~~which~~agreement ~~are~~(the ~~designed~~“Westin toManagement ~~avoid interference~~Agreement”) with ~~the~~Westin ~~ongoing~~Management Company ~~operations~~South of(“Westin”), ~~the~~which ~~Resort. The~~provided ~~Parcel~~for FWestin’s ~~Development~~management ~~Agreement~~of ~~also~~the Resort, ~~contains~~and ~~provisions~~Westin ~~which~~and ~~the~~Troon ~~Company~~Golf ~~believes~~L.L.C. ~~will~~(“Troon”) ~~increase~~entered ~~the~~into ~~Operating~~a facility management ~~Partnership’s~~agreement ~~ability~~(the to“Troon ~~better~~Management ~~manage~~Agreement”) ~~the~~providing ~~location~~for Troon’s management of the ~~access~~golf ~~road~~facilities ~~for Parcel~~at Fthe Resort. ~~Our~~ ~~interests~~The incurrent ~~Parcel~~status Fof ~~were~~the Westin ~~not~~Management ~~transferred~~Agreement with ~~the~~Westin ~~sale~~and of the ~~Resort~~Troon asManagement ~~described~~Agreement inwith ~~Note~~Troon are 9,discussed ~~Subsequent~~further ~~Events~~below.

~~Going~~In ~~Concern~~connection with the Settlement Agreement, the Company assumed control and operation of the rental pool lease operations at the Resort (the “Rental Pool”). The Rental Pool was operated and controlled by GHR prior to that time. On a year-to-year basis, approximately 500 of the 938 condominium units at the Resort were leased by the Company from the condominium owners and used as hotel accommodations for the Resort pursuant to rental pool lease arrangements. The Company was the lessee under these rental pool lease operation agreements. Those agreements provided that the Company would distribute a percentage of room revenues to participating condominium owners who permitted the Company to lease their units as hotel accommodations.

AsThe ofOperating ~~June~~Partnership ~~30,~~had ~~2007,~~previously entered into an agreement with GHR and the ~~Resort~~prospective ~~had~~purchaser of a ~~working~~parcel ~~capital~~of ~~deficit~~undeveloped ofland ~~approximately~~within $9the Resort,~~688. Due~~ referred to ~~the~~ ~~Company’s~~herein ~~limited~~as ~~cash~~“Parcel F”. ~~resources~~This agreement, referred to herein as the ~~Company~~“Parcel F Development Agreement”, was executed ~~viewed~~on asMarch 29, ~~having~~2004 and amended on August 10, 2005. The ~~substantial~~Parcel F ~~doubt~~Development asAgreement toincludes the ~~Company’s~~terms ~~ability~~and conditions pursuant to ~~continue~~which asParcel F amay ~~going~~be developed, and includes restrictions on GHR, the ~~concern. However~~owner of Parcel F, ~~since~~which are designed to avoid interference with the ~~sale~~ongoing operations of the Resort. ~~was~~The ~~concluded~~Parcel onF ~~July~~Development ~~16,~~Agreement ~~2007,~~also contains provisions which the ~~liquidity~~Company believes will increase the Operating Partnership’s ability to better manage the Resort and ~~going~~the ~~concern~~location ~~issues~~of the access road for ~~were~~Parcel ~~resolved~~F. ~~See~~ ~~Note~~Our 9,interests ~~Subsequent~~in ~~Events,~~Parcel ~~for~~F were not transferred with the sale of the Resort as described further ~~discussion~~below.

7GTA announced on June 25, 2007 that the Company and certain of its affiliated entities entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Salamander Innisbrook Securities, LLC, Salamander Innisbrook Condominium, LLC , and Salamander Innisbrook, LLC (collectively, “Salamander”) providing for the acquisition by Salamander of the business (the “Business”) of the Resort, certain related assets and liabilities and the Company’s equity interest in Golf Host Securities, Inc.

On July 16, 2007, the sale of the Business of the Resort and all of GTA-IB Golf Resort, LLC’s equity interest in Golf Host Securities, Inc. to Salamander was completed. The purchase price received by the Company was approximately $35,000 in cash less a working capital purchase price adjustment of $2,221, plus (a) $4,000 to be used to settle certain obligations, (b) $844 for reimbursement of certain rental pool payments discussed in more detail below, (c) $316 for reimbursement of certain agreed upon capital expenditures, (d) $25 for reimbursement of expenses related to Parcel G and (e) the assumption of certain liabilities. ~~Basis~~ The final post-closing working capital settlement amount, as set forth in the Asset Purchase Agreement, is currently being negotiated. We have recorded a receivable of $1,387. ~~Presentation~~At this time, based on the facts available to us, the Company believes that this amount is a reasonable representation of the receivable that will be collected by the Company when the post-closing working capital adjustment is settled with Salamander.

The settlement described in Note 1 above, pursuant to which the Company took title to the Resort, was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Accordingly, the Company, with the assistance of its then independent financial advisor, recorded the tangible and identified intangible assets of the Resort at their respective fair values. The long-term liabilities of the Resort were stated at their fair value based on net present value calculations.7

~~Principles~~The ofAsset ~~Combination~~Purchase Agreement also provided for a $2,000 escrow for GTA’s and the Company’s indemnification liabilities to be held, pursuant to its terms, until at least March 31, 2008.

~~The~~As ~~financial~~part ~~statements~~of ~~and~~the ~~footnotes~~sale ~~reflect~~of the ~~combined~~Business, ~~financial~~Salamander ~~results~~has ofassumed ~~the~~operation ~~Company,~~and ~~GTA-IB~~control of the ~~Condominium,~~Rental ~~LLC~~Pool. ~~and~~The ~~GTA-IB~~Rental ~~Management,~~Pool ~~LLC.~~obligated ~~These~~the ~~legal~~Company ~~entities~~to ~~are~~make ~~all~~quarterly ~~wholly~~distributions ~~owned~~of ~~subsidiaries~~a percentage of ~~the~~room ~~Operating~~revenues ~~Partnership.~~to ~~GTA-IB~~participating ~~Condominium,~~owners ~~LLC~~under ~~held~~ the ~~title~~Amended toand ~~three~~Restated ~~condominium~~Innisbrook ~~units~~Rental atPool ~~the~~Master ~~Resort~~Lease ~~that~~Agreement, ~~participate~~dated January in1, 2004 (the ~~Rental~~ ~~Pool~~“MLA”). ~~GTA-IB~~The ~~Management,~~MLA ~~LLC~~also isentitled participating owners to 50% reimbursement of the ~~entity~~refurbishment ~~that~~costs ~~employed~~of ~~substantially~~their ~~all~~units. In addition to reimbursement by Salamander of such obligations since January 1, 2007 in the ~~employees~~amount ~~working~~of at$844,498, obligations in connection with the ~~Resort.~~Refurbishment ~~There~~Program, ~~are~~along nowith all other ~~operations~~obligations ofunder ~~GTA-IB~~the ~~Condominium~~MLA, ~~LLC~~were ~~and GTA-IB~~assumed ~~Management,~~by ~~LLC.~~Salamander ~~The~~upon ~~Company~~the ~~held~~closing ~~title~~of to the ~~Resort~~Asset Purchase Agreement. Also, all capital and isoperating lease obligations of the ~~entity~~Resort inwere assumed by ~~which~~Salamander ~~all~~upon the closing of the ~~Resort~~Asset ~~operations~~Purchase ~~were recorded~~Agreement. ~~All~~The ~~intercompany~~sale ~~transactions~~of the ~~and~~Resort ~~account~~resulted ~~balances~~in ~~have~~a ~~been~~gain ~~eliminated~~of inapproximately ~~combination~~$5,225.

~~Interim~~On ~~Statements~~July 13, 2007, the Company and Troon entered into a Facilities Management Agreement Termination Agreement (the “Troon Termination Agreement”) pursuant to which the Troon Management Agreement was terminated. The Troon Termination Agreement also provided for the payment to Troon of $177 in accrued and unpaid fees and reimbursable expenses and the supplemental fee of $800 contemporaneous with the sale of the Resort.

~~The~~Also ~~accompanying~~contemporaneously ~~condensed combined financial statements have been prepared in accordance~~ with ~~(a) accounting~~ ~~principles~~the ~~generally~~closing ~~accepted~~of in the ~~United~~sale ~~States~~ of ~~America~~ ~~(“GAAP”)~~the Resort, ~~and~~ (ba) ~~the~~ all ~~instructions~~outstanding toaccrued ~~Form 10-Q~~ and ~~Article 10~~ ofunpaid ~~Regulation S-X.~~amounts ~~These~~were ~~financial~~paid ~~statements~~to ~~have~~Pinellas ~~not~~County for ~~been~~property ~~audited~~taxes, byin anthe ~~independent~~approximate ~~registered~~amount ~~accounting~~of ~~firm; however~~$343, ~~they include adjustments~~ (~~consisting of normal recurring adjustments~~b) ~~which~~the ~~are,~~renegotiated inWestin ~~the~~termination ~~judgment~~fee of ~~management~~$5,403, ~~necessary~~as ~~for~~described abelow, ~~fair~~was ~~presentation~~paid ofto ~~financial condition~~Westin, ~~results~~(c) ofthe supplemental ~~operations~~fee ~~and~~of ~~cash~~$800 ~~flows~~was ~~for~~paid ~~the~~to ~~interim periods presented. However~~Troon, ~~these~~and ~~results~~(d) ~~are~~the ~~not~~Patriot ~~necessarily~~Bank ~~indicative~~loan ~~of results for~~was ~~any~~repaid ~~other~~and ~~interim~~cancelled. ~~period~~With orregard ~~for~~to the ~~full~~property ~~year. In particular~~taxes, itthe isCompany ~~important~~intends to ~~note~~continue ~~that~~to pursue the ~~Company’s~~respective ~~business~~lawsuits isto ~~seasonal~~recover these amounts from the Pinellas County.

~~Certain~~As ~~information~~previously disclosed, ~~and~~the ~~footnote disclosures~~Company ~~normally~~entered ~~included~~into ina ~~financial~~Defense ~~statements~~and inEscrow ~~accordance~~Agreement with ~~GAAP~~GHR on ~~have~~July ~~been~~15, ~~omitted~~2004, as ~~allowed~~amended inon ~~quarterly~~December ~~reports~~28, 2006 by the ~~rules~~First ofAmendment to Defense and Escrow Agreement (the ~~SEC~~“Defense Agreement”). Under the Defense ~~Management~~Agreement, ~~believes~~as ~~that~~part of the ~~disclosures~~consideration ~~included~~for in the ~~accompanying~~settlement ~~interim~~of certain claims ~~financial~~relating ~~statements~~to ~~and~~GHR’s ~~footnotes~~default ~~are~~under ~~adequate~~a to$79,000 ~~make~~loan, the ~~information~~Company ~~not misleading,~~was ~~but~~entitled ~~also~~to ~~believes~~an interest ~~that~~in ~~these~~the ~~statements~~sales ~~should~~proceeds beof ~~read~~a ~~in conjunction~~prospective ~~with~~sale ~~the~~of ~~summary~~a parcel of ~~significant~~undeveloped land ~~accounting~~owned ~~policies~~by GHR and ~~notes~~referred to ~~the~~ ~~combined~~as ~~financial~~“Parcel ~~statements~~F” ~~included~~ in our ~~Form 10-K~~previous ~~for~~reports filed with the ~~fiscal year~~Securities ~~ended~~and ~~December 31~~Exchange Commission. On August 23, ~~2006~~2007, ~~filed~~GHR closed the sale of Parcel F. The proceeds received by the Company on ~~April~~September 26, 2007 were $2,500 in cash. Parcel F had a book value of $1,490 which resulted in a gain on the sale of $1,010.

32. ~~Property~~ ~~and~~Basis ~~Equipment~~of Presentation

~~Property~~The settlement described in Note 1, Innisbrook Resort Ownership and ~~equipment~~Operations, ~~consists~~above, pursuant to which the Company took title to the Resort, was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Accordingly, the ~~following:~~Company, with the assistance of its then independent financial advisor, recorded the tangible and identified intangible assets of the Resort at their respective fair values. The long-term liabilities of the Resort were stated at their fair value based on net present value calculations.

	June 30, 2007			December 31, 2006
	(unaudited)
	(in thousands)
Land	$	1,968		$	1,968
Buildings	14,734			14,734
Golf course improvements	7,583			7,552
Machinery and equipment	7,365			6,761
Construction in process	77			—
	31,727			31,015
Less accumulated depreciation	(4,650		)	(3,735		)
	$	27,077		$	27,280

Substantially all operations for the three and nine months ended September 30, 2007 occurred during the period July 1 to July 15, 2007 and January 1 to July 15, 2007, respectively, due to the fact that the sale of the Resort closed on July 16, 2007.

AtPrinciples ~~June 30, 2007, machinery and equipment includes certain equipment with a net book value~~ of ~~$1,090 recorded under capital leases. Depreciation expense amounted to approximately $474 and $400 for the three months ended June 30, 2007~~ Combination

8The financial statements and footnotes reflect the combined financial results of the Company, GTA-IB Condominium, LLC and GTA-IB Management, LLC. These legal entities are all wholly owned subsidiaries of the Operating Partnership. GTA-IB Condominium, LLC held the title to three condominium units at the Resort that participate in the Rental Pool. GTA-IB Management, LLC is the entity that employed substantially all of the employees working at the Resort. There are no other operations of GTA-IB Condominium, LLC and GTA-IB Management, LLC. The Company held title to the Resort and is the entity in which all of the Resort operations were recorded. All intercompany transactions and account balances have been eliminated in combination.

~~and 2006, respectively. Depreciation expense amounted to $918 and $792 for the six months ended June 30, 2007 and 2006, respectively.~~8

~~4. Intangibles~~Interim ~~and Other Assets~~Statements

~~Intangible~~The ~~assets~~accompanying ~~represent~~condensed ~~the~~combined financial ~~value~~statements ofhave been prepared in accordance with (a) accounting principles generally accepted in the ~~following~~United asStates of ~~July 15~~America (“GAAP”), ~~2004:~~and (ab) the instructions ~~water~~to ~~contract~~Form 10-Q ~~that provides~~and ~~irrigation~~Article 10 ~~water~~of ~~for~~Regulation S-X. These ~~the~~financial ~~golf~~statements ~~courses~~have atnot nobeen ~~charge~~audited ~~(up~~by toan ~~certain~~independent registered ~~specified~~accounting ~~limits)~~firm; however, they include adjustments (b)consisting ~~the~~of ~~Rental~~normal recurring ~~Pool~~adjustments) which are, ~~(c)~~in the ~~guest~~judgment ~~room~~of ~~bookings~~management, ~~(d)~~necessary ~~the~~for ~~club~~a ~~memberships~~fair presentation of financial condition, results of operations and ~~(e)~~cash flows for the ~~trademark~~interim ~~and~~periods ~~tradename~~presented. However, these results are not necessarily indicative of ~~“Innisbrook”. The~~results ~~intangible~~for ~~assets~~any ~~are~~other ~~being~~interim ~~amortized over~~period or for the ~~specific~~full year. ~~term~~In orparticular, ~~benefit~~it ~~period~~is ofimportant ~~each~~to ~~related~~note ~~contract~~that the Company’s business is seasonal.

Intangible Assets	Amortization Period	June 30, 2007			December 31, 2006
		(unaudited)
		(in thousands)
Rental Pool	89.5 months (through December 31, 2011)	$	9,870		$	9,870
Guest Bookings	Less than 24 months (fully amortized as of June 30, 2007)	1,100			1,100
Club Memberships	144 months	4,400			4,400
Water Contract	None since renewable in perpetuity	2,300			2,300
Trade Name	None since renewable in perpetuity	2,500			2,500
		20,170			20,170
Less accumulated amortization		(6,108		)	(5,264		)
		$	14,062		$	14,906

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. Management believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but also believes that these statements should be read in conjunction with the summary of significant accounting policies and notes to the combined financial statements included in our Form 10-K for the fiscal year ended December 31, 2006, filed on April 2, 2007.

~~Amortization expense amounted to approximately $422 and $464 for the three months ended June, 2007 and 2006, respectively~~3. ~~Amortization expense~~ ~~amounted~~Property ~~to approximately $844~~ and $893 for the six months ended June, 2007 and 2006, respectively. Of these amounts, approximately $330 for both the three months ended June 30, 2007 and 2006, respectively, and $660 for both the six months ended June 30, 2007 and June 30, 2006, respectively, are included in hotel expenses and are not included in depreciation and amortization in the Condensed Combined Statements of Operations. Anticipated amortization expense for the next five years and thereafter is set forth in the table below:Equipment

Year	Principal
	(in thousands) (unaudited)
July 1 through December 31, 2007	$	844
2008	1,688
2009	1,688
2010	1,688
2011	1,688
Thereafter	1,666
Total	$	9,262

Property and equipment consists of the following:

Other assets include the Company’s interest in the net proceeds from the sale of Parcel F. The value of our primary other asset, Parcel F, was reduced from $2,200, which was the derived value at July 15, 2004, to $1,490 due to the fact that $710 of this value was transferred to GTA pursuant to the terms of the amended agreement with the owner of Parcel F. Also included in other assets are certain design fees for the refurbishment program, utility deposits and club member initiation fees. The Company had a contractual right to be reimbursed for these design fees by the Rental Pool participants in the form of a deduction from the quarterly Rental Pool refurbishment payments. Utility deposits remained on account and were refundable to the Company upon the sale of the Resort. The club initiation fees are paid by the club members quarterly, but in no event greater that two years from the date of membership activation. The amount of initiation fees listed below represent the payments due greater than one year from the respective balance sheet dates.

	September 30, 2007	December 31, 2006
	(unaudited)
	(in thousands)

Land	—	$	1,968
Buildings	—	14,734
Golf course improvements	—	7,552
Machinery and equipment	—	6,761
Construction in process	—	—
		31,015
Less accumulated depreciation	—	(3,735		)
	—	$	27,280

9Depreciation expense amounted to approximately $75 and $405 for the three months ended September 30, 2007 and 2006, respectively. Depreciation expense amounted to $993 and $1,198 for the nine months ended September 30, 2007 and 2006, respectively.

	(in thousands)
Other Assets	June 30, 2007		December 31, 2006
	(unaudited)
Parcel F proceeds (estimated)	$	1,490	$	1,490
Deferred interest costs, net	20		—
Refurbishment design fees	175		201
Utility deposits	128		155
Club initiation fess	76		44
Other	—		2
Total	$	1,889	$	1,892

4. Intangibles and Other Assets

5Intangible assets represent the value of the following as of July 15, 2004: (a) the water contract that provides irrigation water for the golf courses at no charge (up to certain specified limits), (b) the Rental Pool, (c) the guest room bookings, (d) the club memberships, and (e) the trademark and tradename of “Innisbrook”. ~~Current~~ ~~Liabilities~~The intangible assets are being amortized over the specific term or benefit period of each related contract.

Current liabilities consist of the following:

Intangible Assets	Amortization Period	September 30, 2007	December 31, 2006
		(unaudited)
		(in thousands)

Rental Pool	89.5 months (through December 31, 2011)	—	$	9,870
Guest Bookings	Less than 24 months (fully amortized as of June 30, 2007)	—	1,100
Club Memberships	144 months	—	4,400
Water Contract	None since renewable in perpetuity	—	2,300
Trade Name	None since renewable in perpetuity	—	2,500
			20,170
Less accumulated amortization		—	(5,264		)
		—	$	14,906

	June 30, 2007		December 31, 2006
	(unaudited)
	(in thousands)
Accounts payable	$	2,427	$	2,584
Accrued payroll costs	1,303		1,182
Other payables and accrued expenses	1,503		1,763
Deposits and deferred revenue	1,994		2,212
Patriot Bank debt	320		—
Current portion of capital leases	445		344
Current portion of refurbishment liability	1,636		1,424
Subtotal current liabilities	9,628		9,509
Troon supplemental fee	800		800
Westin termination fee	5,403		5,594
Total current liabilities	$	15,831	$	15,903

OnAmortization ~~April~~expense ~~10,~~amounted ~~2007,~~to approximately ~~the~~$70 ~~Company~~ and ~~certain~~$430 offor ~~its affiliates entered into a Business Loan Agreement (~~the ~~“Loan~~three ~~Agreement”)~~months ~~with Patriot~~ended ~~Bank,~~September ~~a community bank~~30, to2007 ~~borrow~~and 2006, onrespectively. aAmortization ~~non-revolving~~expense ~~basis,~~amounted up to ~~a principal~~approximately ~~amount~~$914 of and $1,~~200~~322 (for the ~~“Loan”). The~~nine ~~Loan~~months ~~was~~ended ~~secured~~September by30 a2006, ~~first priority mortgage on three wholly-owned condominium units located at the Resort~~respectively. On ~~April~~Of ~~12, 2007, the Company~~these ~~borrowed~~amounts, ~~pursuant to the Loan Agreement,~~ approximately $2055 toand ~~pay~~$331 ~~the~~for ~~closing costs related to~~ the ~~Loan. Subject~~three tomonths ~~compliance~~ended ~~with~~September ~~the Loan Agreement~~30, ~~the~~2007 ~~Company~~and ~~had~~2006, ~~the~~respectively, ~~right~~and to$718 ~~draw~~and ~~down~~$991 ~~the~~for ~~remainder of~~ the ~~principal~~nine ~~amount~~months ended ~~available~~September ~~under~~30, ~~the~~2007 ~~Loan~~and ~~Agreement~~2006, ~~over~~respectively, ~~time~~are toincluded ~~finance~~in ~~renovations~~hotel ofexpenses ~~the~~and ~~Company’s~~are ~~restaurants,~~not ~~information~~included ~~technology~~in ~~infrastructure~~depreciation ~~upgrades~~and atamortization ~~the Resort,~~in ~~other property improvements at~~ the ~~Resort~~Condensed ~~and short-term working~~Combined ~~capital~~Statements ~~shortfalls~~ of ~~the Company or the Resort~~Operations.

~~The~~Other ~~Loan~~assets ~~bore~~include the Company’s interest in atthe net proceeds from the sale of Parcel F. The value of our primary ~~floating~~other ~~Wall~~asset, ~~Street~~Parcel ~~Journal~~F, ~~Prime~~was ~~rate~~reduced ~~and~~from ~~provided~~$2,200, ~~for~~which ~~interest~~was ~~only~~the ~~payments~~derived value at ~~through~~July ~~December~~15, 312004, ~~2007. Beginning~~to $1,490 due to the fact that $710 of this value was transferred to GTA pursuant to the terms of the amended agreement with the owner ~~monthly~~of ~~payment~~Parcel ~~due~~F. onAlso included in other assets are certain design fees for ~~January~~the ~~31,~~refurbishment ~~2008~~program, utility deposits and club member initiation fees. The Company had a contractual right to be reimbursed for these design fees by the ~~Loan~~Rental ~~Agreement~~Pool ~~required~~participants ~~principal~~in ~~and~~the ~~interest~~form ~~payments~~of a deduction from the quarterly ~~based~~Rental Pool refurbishment payments. Utility deposits remained on aaccount ~~twenty~~and will ~~year~~be ~~amortization~~refunded ~~schedule~~to the Company now that the Resort has been sold. ~~There~~ ~~was~~The club initiation fees are paid by the club members quarterly, but in no ~~prepayment~~event ~~penalty~~greater ~~for~~that ~~early~~two ~~repayment~~years from the date of membership activation. The amount of initiation fees listed below represent the payments due greater than one year from the respective balance sheet dates.

Among other terms, the Loan Agreement contained representations, warranties and covenants of the Company with respect to matters such as ownership of the condominium units serving as collateral, the future delivery of reports to the lender, the absence of defaults by the Company under other agreements and compliance with applicable laws and government regulations.

	(in thousands)
Other Assets	September 30, 2007		December 31, 2006
	(unaudited)

Parcel F proceeds (estimated)	$	—	$	1,490
Deferred interest costs, net	—		—
Refurbishment design fees	—		201
Utility deposits	115		155
Club initiation fess	—		44
Other	—		2
Total	$	115	$	1,892

AsThe receivable from Salamander of ~~June~~approximately 30$1,387 ~~2007,~~represents the estimated amount ~~outstanding~~the ~~against~~Company expects to receive related to final settlement of ~~this~~the ~~Loan~~working ~~was~~capital ~~approximately~~purchase ~~$320~~price adjustment paid at the closing of the sale of the Resort pursuant to the terms of the Asset Purchase Agreement. ~~See~~ The final ~~Note~~working 9,capital ~~Subsequent~~settlement ~~Events,~~amount ~~for~~is ~~further~~currently ~~discussion~~being negotiated and is subject to change based on the final outcome of these negotiations.

105. Current Liabilities

~~Westin~~Current ~~Management~~liabilities ~~Company~~consist ~~South and~~of ~~Troon~~the ~~Golf L.L.C.~~following:

The Westin Management Agreement between the Company and Westin provided that Westin would manage the Resort for a fee equal to 2.2% of the Resort’s gross revenue. Contemporaneously with the signing of the Westin Management Agreement in July 2004, Westin entered into a management contract with Troon pursuant to which Troon was to manage the golf facilities of the Resort for a fee payable by the Company equal to 2% of the Resort’s gross golf revenue. The Company paid monthly management fees to Westin and Troon. By mutual agreement, on September 28, 2006, the Company, Westin and GTA, as guarantor, entered into a Termination and Release Agreement (the “Westin Termination Agreement”), pursuant to which the Company, GTA and Westin agreed to terminate the Westin Management Agreement as of October 31, 2006. In addition to the termination of the Westin Management Agreement, the Westin Termination Agreement provided that (a) on or prior to October 3, 2006, the Company or GTA would deposit $600 in the Resort’s operating account (which GTA did) to be used in part to pay to Westin certain unpaid fees and charges which have accrued under the Westin Management Agreement, (b) on or prior to the earlier of March 31, 2008, or any sale of the Resort by the Company and GTA, the Company would pay to Westin the termination fee of approximately $5,594, and (c) Westin would permit the Company and GTA to continue to access Westin’s “SAP” accounting system for the operation of the Resort until March 31, 2007 (which they did) for a total charge of $6. The Company and Westin agreed to reduce the termination fee to approximately $5,403, contingent upon the closing of the sale of the Resort, as described in the Company’s Form 8-K filing dated June 29, 2007. Subsequent to the termination of the Westin Management Agreement, the Company and GTA had been managing the Resort operations internally. See Note 9, Subsequent Events, for further discussion.

	September 30, 2007		December 31, 2006
	(unaudited)
	(in thousands)

Accounts payable	$	—	$	2,584
Accrued payroll costs	—		1,182
Other payables and accrued expenses	18		1,763
Deposits and deferred revenue	—		2,212
Patriot Bank debt	—		—
Current portion of capital leases	—		344
Current portion of refurbishment liability	—		1,424
Subtotal current liabilities	18		9,509
Troon supplemental fee	—		800
Westin termination fee	—		5,594
Total current liabilities	$	18	$	15,903

~~Troon~~On April 10, 2007, the Company and certain of its ~~Supplemental~~affiliates ~~Fee~~entered into a Business Loan Agreement (the “Loan Agreement”) with Patriot Bank, a community bank, to borrow, on a non-revolving basis, up to a principal amount of $1,200 (the “Loan”). The Loan was secured by a first priority mortgage on three wholly-owned condominium units located at the Resort. On April 12, 2007, the Company borrowed, pursuant to the Loan Agreement, approximately $20 to pay the closing

The July 15, 2004 Troon Management Agreement between Westin and Troon, which the Company assumed as a result of the Westin termination, provided for the payment of a supplemental fee to Troon, subject to the terms and conditions set forth in that agreement, of $800. The Company had until November 30, 2006 to decide whether to assume or terminate the management agreement with Troon for Troon to continue to manage the golf facilities of the Resort. The Company and Troon agreed to extend the Troon Management Agreement for ten-day incremental periods subsequent to November 30, 2006. On February 22, 2007, the Company sent Troon a notice of termination regarding the Troon Management Agreement. See Note 8, Commitments and Contingencies, and Note 9, Subsequent Events, for further discussion.10

6costs related to the Loan. ~~Long~~ Subject to compliance with the Loan Agreement, the Company had the right to draw down the remainder of the principal amount available under the Loan Agreement over time to finance renovations of the Company’s restaurants, information technology infrastructure upgrades at the Resort, other property improvements at the Resort and short-~~Term~~term ~~Debt~~working capital shortfalls of the Company or the Resort.

The ~~Company’s~~Loan ~~long-term~~bore ~~debt~~interest at the ~~consists~~floating ofWall Street Journal Prime rate and provided for interest only payments through December 31, 2007. Beginning with the ~~following:~~monthly payment due on January 31, 2008, the Loan Agreement required principal and interest payments based on a twenty year amortization schedule. There was no prepayment penalty for early repayment.

	June 30, 2007		December 31, 2006
	(unaudited)
	(in thousands)
Non-interest bearing mortgage note due to the Operating Partnership, maturing in June 2027	$	39,240	$	39,240
Advances from the operating partnership, net	2,806		3,103
Long-term portion of capital leases	630		428
	$	42,676	$	42,771

~~Leases~~The amount outstanding against the loan as of July 15, 2007 was approximately $320 and was paid contemporaneous with the closing of the sale of the Resort.

~~The~~Westin Management Company ~~leases~~South ~~equipment under capital~~ and ~~operating~~ ~~leases. Future~~Troon ~~minimum~~Golf ~~lease payments under leases in excess of one year are as follows:~~L.L.C.

11The Westin Management Agreement between the Company and Westin provided that Westin would manage the Resort for a fee equal to 2.2% of the Resort’s gross revenue. Contemporaneously with the signing of the Westin Management Agreement in July 2004, Westin entered into a management contract with Troon pursuant to which Troon was to manage the golf facilities of the Resort for a fee payable by the Company equal to 2% of the Resort’s gross golf revenue. The Company paid monthly management fees to Westin and Troon. By mutual agreement, on September 28, 2006, the Company, Westin and GTA, as guarantor, entered into a Termination and Release Agreement (the “Westin Termination Agreement”), pursuant to which the Company, GTA and Westin agreed to terminate the Westin Management Agreement as of October 31, 2006. In addition to the termination of the Westin Management Agreement, the Westin Termination Agreement provided that (a) on or prior to October 3, 2006, the Company or GTA would deposit $600 in the Resort’s operating account (which GTA did) to be used in part to pay to Westin certain unpaid fees and charges which had accrued under the Westin Management Agreement, (b) on or prior to the earlier of March 31, 2008, or any sale of the Resort by the Company and GTA, the Company would pay to Westin the termination fee of approximately $5,594, and (c) Westin would permit the Company and GTA to continue to access Westin’s “SAP” accounting system for the operation of the Resort until March 31, 2007 (which they did) for a total charge of $6. The Company and Westin agreed to reduce the termination fee to approximately $5,403, contingent upon the closing of the sale of the Resort, as described in the Company’s Form 8-K filing dated June 29, 2007. Subsequent to the termination of the Westin Management Agreement, the Company and GTA had been managing the Resort operations internally. The Westin termination fee obligation was paid by the Company contemporaneous with the closing of the sale of the Resort.

	Capital			Operating
July 1 through December 31, 2007	$	262		$	126
2008	459			195
2009	238			—
2010	126			—
Thereafter	155			—
Total	1,240			$	321
Less amount representing interest	(165		)
Total	1,075
Less current portion	(445		)
Long-term portion	$	630

Troon Supplemental Fee

7The July 15, 2004 Troon Management Agreement between Westin and Troon, which the Company assumed as a result of the Westin termination, provided for the payment of a supplemental fee to Troon, subject to the terms and conditions set forth in that agreement, of $800. ~~Other~~ The Company ~~Long~~had until November 30, 2006 to decide whether to assume or terminate the management agreement with Troon for Troon to continue to manage the golf facilities of the Resort. The Company and Troon agreed to extend the Troon Management Agreement for ten-~~Term~~day ~~Liabilities~~incremental periods subsequent to November 30, 2006. On February 22, 2007, the Company sent Troon a notice of termination regarding the Troon Management Agreement. This obligation was paid by the Company contemporaneous with the closing of the sale of the Resort.

~~The Company’s Other Long-Term Liabilities consist of the following:~~11

	June 30, 2007		December 31, 2006
	(unaudited)
	(in thousands)
Master lease refurbishment obligation – long term portion	$	2,218	$	2,830
Deferred membership initiation fees and dues	1,440		1,221
	$	3,658	$	4,051

6. Long-Term Debt

~~Master~~The ~~Lease~~Company’s ~~Refurbishment~~long-term debt consists of the ~~Obligation~~following:

On July 16, 2004, the Company recorded a liability of $4,532 for the refurbishment program (the “Refurbishment Program”) pursuant to the master lease agreement (“MLA”) of the Rental Pool. This liability represented the Company’s obligation to pay to the various participants in the Rental Pool an amount equal to 50% of the cost to refurbish their respective units, and was recorded at the then net present value (calculated at a discount rate of 15%) of the total principal payments of $7,273. Principal and interest payments were due quarterly over the repayment period of the program, beginning with the first quarter of 2005 and ending with the fourth quarter of 2009. Interest on this liability accrued at a rate of 5% and was paid quarterly. Amortization of the discount was to be charged to interest expense ratably over the period from January 1, 2005 through December 31, 2009.

	September 30, 2007		December 31, 2006
	(unaudited)
	(in thousands)

Non-interest bearing mortgage note due to the Operating Partnership, maturing in June 2027	$	—	$	39,240
Advances from the operating partnership, net	—		3,103
Long-term portion of capital leases	—		428
	$	—	$	42,771

InThe ~~addition,~~lease ~~the~~obligations ~~Company~~were ~~agreed to~~assumed ~~provide~~by aSalamander. ~~refurbishment~~The mortgage ~~reimbursement~~note toand the ~~respective~~advances ~~condominium~~from ~~owners for units placed into~~ the ~~Rental~~operating ~~Pool~~partnership ~~during 2005. The owners of these units~~ were ~~to be~~ paid ~~25%~~or ofotherwise ~~their~~contributed ~~refurbishment~~to ~~investment,~~members’ ~~with~~equity ~~interest~~contemporaneous atwith ~~2.5%~~the ~~per~~sale ~~annum. The owners~~ of ~~these units received interest~~the ~~and would have received principal payments beginning in 2008 and ending in 2012 for total principal payments of approximately $108~~Resort.

~~The amortization charged to interest expense was $153 and $180 for the three months ended June 30, 2007 and 2006, respectively~~7. ~~Amortization~~ Other ~~expense~~Long-Term charged to interest expense was $314 and $357 for the six months ended June 30, 2007 and 2006. The net present value of this liability is $3,854 and $4,254 as of June 30, 2007 and December 31, 2006, respectively, of which $1,636 and $1,424, respectively, is included in current liabilities (see Note 5, Current Liabilities~~, for further discussion).~~

The ~~corresponding~~Company’s ~~benefit~~Other toLong-Term ~~the~~Liabilities ~~Resort~~consist ~~from the Refurbishment Program was included in the valuation~~ of the ~~Rental~~ Pool intangible asset, which was being amortized over the term of the MLA that expires in 2011. Minimum undiscounted unpaid principal payments on the Refurbishment Program at June 30, 2007 are as followsfollowing:

	September 30, 2007	December 31, 2006
	(unaudited)
	(in thousands)

Master lease refurbishment obligation – long term portion	—	$	2,830
Deferred membership initiation fees and dues	—	1,221
	—	$	4,051

Year	Amount
	(in thousands)
July 1 through December 31, 2007	$	712
2008	1,790
2009	2,151
2010	22
Thereafter	59
Total undiscounted principal payments	4,734
Less: net present value discount	(880		)
Total	$	3,854

Master Lease Refurbishment Obligation

~~The~~On July 16, 2004, the Company’s recorded a ~~obligation~~liability of $4,532 for the refurbishment program (the “Refurbishment Program”) pursuant to ~~reimburse~~the master lease agreement (“MLA”) of the Rental Pool. ~~participants~~This liability ~~for~~represented ~~their~~the ~~refurbishment expenses~~Company’s ~~was~~obligation ~~contingent~~to onpay to the ~~units~~various participants ~~remaining~~ in the Rental Pool ~~from~~an ~~the~~amount ~~time~~ equal to 50% of the cost to refurbish their ~~refurbishment~~respective ~~through~~units, ~~2009.~~and Ifwas recorded at the ~~unit~~then ~~did~~net ~~not~~present ~~remain~~value (calculated inat a discount rate of 15%) of the ~~Rental~~total principal payments of ~~Pool~~$7,273. ~~during~~Principal and interest payments were due quarterly over the ~~reimbursement~~repayment period ~~periods~~of ~~discussed~~the ~~above~~program, beginning with the ~~owner~~first orquarter ~~successor~~of 2005 and ending with ~~owner~~the ~~would~~fourth ~~forfeit~~quarter ~~any~~of ~~unpaid~~2009. ~~installments~~Interest on this liability accrued at ~~the~~a ~~time~~rate of 5% and was paid quarterly. Amortization of the ~~unit~~discount was ~~removed~~to be charged to ~~from~~interest expense ratably over the ~~Rental~~period ~~Pool~~from January 1, 2005 through December 31, 2009.

~~See~~In ~~Note 9~~addition, ~~Subsequent~~the ~~Events~~Company agreed to provide a refurbishment reimbursement to the respective condominium owners for units placed into the Rental Pool during 2005. The owners of these units were to be paid 25% of their refurbishment investment, with interest at 2.5% per annum. The owners of these units received interest and would have received principal payments beginning in 2008 and ending in 2012 for ~~further~~total ~~discussion~~principal payments of approximately $108.

8.The amortization charged to interest expense was $24 and $179 for ~~Commitments~~the three months ended September 30, 2007 and ~~Contingencies~~2006, respectively. Amortization expense charged to interest expense was $338 and $536 for the nine months ended September 30, 2007 and 2006. The net present value of this liability is $3,879 and $4,254 as of July 15, 2007 and December 31, 2006, respectively, of which $1,424 was included in current liabilities at December 31, 2006. Salamander assumed this obligation contemporaneous with the closing of the sale of the Resort.

~~Employee~~8. ~~Benefit~~Commitments ~~Plans~~and Contingencies

~~The~~Property ~~Company~~Tax maintains a defined contribution Employee Thrift and Investment Plan, which provides retirement benefits for all eligible employees, including employees of GTA-IB Operations, LLC, who have elected to participate. Employees must fulfill a 90-day service requirement to be eligible to participate in this plan. The Company currently matches one half of the first 6% of the contributions of each employee The Company made contributions of approximately $42 and $43 for the three months ended June 30, 2007 and 2006, respectively. For the six months ended June 30, 2007 and 2006, the Company made contributions of $91 and $106, respectively.Lawsuit

~~Westin~~The ~~Management~~ Company ~~South~~has filed lawsuits against the property appraiser of Pinellas County, Florida to challenge the 2004, 2005 and ~~Troon~~2006 ~~Golf~~real Lestate assessment on the Resort property.L Pinellas County filed a motion to dismiss, which was denied by the court.C Discovery is in process and no trial date has been set. If Pinellas County were to prevail, management believes that

~~See Note 5 for discussion of the Westin termination fee obligation and the Troon supplemental fee obligation.~~12

~~For~~there ~~the~~would ~~three~~be ~~and~~no ~~six~~material ~~months ended~~adverse ~~June~~effect ~~30,~~upon ~~2007~~our ~~and~~financial ~~2006~~statements, as the ~~management~~entire ~~fees~~Pinellas ~~incurred~~County ~~under~~assessment ~~the~~was ~~Westin~~fully accrued at June 30, 2007 and ~~Troon~~paid ~~Management~~contemporaneous ~~Agreements~~with ~~are~~the ~~reflected~~sale inof the ~~table~~Resort. ~~below:~~See Note 9, Subsequent Events, for further discussion.

	Three months ended June 30,				Six months ended June 30,
	2007		2006		2007		2006
					(in thousands) (unaudited)
Westin	$	—	$	231	$	—	$	595
Troon	—		70		101		172
Total	$	—	$	301	$	101	$	767

Wall Springs Conservatory, Inc. Complaint

~~Property~~On ~~Tax~~July ~~Lawsuit~~13, 2006, Wall Springs Conservatory, Inc. (“Wall Springs”) filed suit against the Company, as successor in interest to GHR, in the circuit court of Pinellas County for declaratory relief regarding interpretation of certain contractual language defining which party has the authority to assign and allocate club memberships. Wall Springs is the developer of the Highlands of Innisbrook, a single family residential community adjacent to the Resort. The agreement with GHR included a provision for the sale of up to 52 discounted full golf memberships of the Resort. The Company and the developer are in disagreement as to which party has the right to control the ultimate assignment of the 52 memberships. On July 14, 2006, Wall Springs also filed suit against us in the small claims division of the Pinellas County Court in connection with an easement agreement. The Company answered both claims, also asserting affirmative defenses and counterclaims in each action. The Company then filed a motion to transfer the small claims matter to Circuit Court, which was granted on September 27, 2006. The Company then moved to consolidate these two cases. Our motion to consolidate was granted by the Circuit Court on March 1, 2007. The parties have begun the discovery process, but no trial date has been set by the Court. The Company is currently evaluating its alternatives regarding these claims given the fact that it no longer owns the Resort. At this time, the Company is unable to assess the likely outcome of this litigation.

~~The~~Land ~~Company~~Use has filed lawsuits against the property appraiser of Pinellas County, Florida to challenge the 2004, 2005 and 2006 real estate assessment on the Resort property. Pinellas County filed a motion to dismiss, which was denied by the court. Discovery is in process and no trial date has been set. If Pinellas County were to prevail, management believes that there would be no material adverse effect upon our financial statements, as the entire Pinellas County assessment is fully accrued and accounted for at June 30, 2007. See Note 9, Subsequent Events, for further discussion.Lawsuits

13On March 10, 2005, the Company filed a Motion to Intervene in the suit titled 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. This motion was filed in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division and was granted by the Circuit Court. In this report, the Company refers to this matter as the “Initial Land Use Lawsuit”. The plaintiffs in the Initial Land Use Lawsuit have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of Parcel F, which is owned by GHR. The Company filed the Motion to Intervene as a defendant in the Initial Land Use Lawsuit in order to protect its property and its land use and development rights with respect to Parcel F. On April 26, 2005, Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert and the Autumn Woods Homeowner’s Association, Inc. moved to intervene in the Initial Land Use Lawsuit, which the Court subsequently allowed. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey, and Andrew J. and Aphrodite B. McAdams, against Pinellas County, GHR and Bayfair Innisbrook, LLC seeking injunctive and declaratory relief relating to the land use and development rights of Parcel F. This suit was consolidated with the Initial Land Use Lawsuit. In this report, the Company refers to this matter as the “Subsequent Land Use Lawsuit” and to the Initial Land Use Lawsuit and the Subsequent Land Use Lawsuit as the “Land Use Lawsuits”.

~~Wall~~From ~~Springs~~December 19 ~~Conservatory~~through December 23, ~~Inc~~2005, the Court tried these consolidated cases in a non-jury trial. On March 8, 2006, the Court ruled ~~Complaint~~in favor of the defendants on all counts and denied all claims asserted by the plaintiffs in both Land Use Lawsuits. On March 31, 2006, the plaintiffs in the consolidated cases filed a notice of appeal to the Second District Court of Appeal. The Appeal Court affirmed per curium the Circuit Court judgment in favor of the defendants on February 28, 2007 and denied the plaintiffs-appellants’ motion for attorney fees. On March 13, 2007, the plaintiffs filed a motion for the Appeal Court to rehear their claims. On June 12, 2007, the Second District Court of Appeal denied the plaintiffs motion for rehearing. On September 11, 2007, Plaintiffs/Petitioners James M. Luckey, Mary Luckey, Marc Banning, Andrew McAdams, Aphrodite McAdams, Kirk Covert, Deborah Covert, Marcia Colwell and Joseph Colwell filed a Petition for Writ of Certiorari in the Supreme Court of the United States. On September 19, 2007, all of the respondents, including GTA-IB, LLC, filed a Waiver with the Supreme Court of the United States informing the Court that the respondents did not intend to file a response to the Petition for Writ of Certiorari unless one is requested by the Court. The respondents’ decision to file a waiver was based on the collective judgment of all defense counsel of record that the Petitioners’ Petition for Writ of Certiorari is meritless and has virtually no chance of success in their collective opinion. A further reason was the fact that if the Supreme Court of the United States does indicate that it may entertain the Petition, it will request a response at which time GTA-IB, LLC and the other respondents will have an opportunity to file our responses. At this time, the Company is unable to assess the likely outcome of this litigation.

~~On July~~ 13, 2006, Wall Springs Conservatory, Inc. (“Wall Springs”) filed suit against the Company, as successor in interest to GHR, in the circuit court of Pinellas County for declaratory relief regarding interpretation of certain contractual language defining which party has the authority to assign and allocate club memberships. Wall Springs is the developer of the Highlands of Innisbrook, a single family residential community adjacent to the Resort. The agreement with GHR included a provision for the sale of up to 52 discounted full golf memberships of the Resort. The Company and the developer are in disagreement as to which party has the right to control the ultimate assignment of the 52 memberships. On July 14, 2006, Wall Springs also filed suit against us in the small claims division of the Pinellas County Court in connection with an easement agreement. The Company answered both claims, also asserting affirmative defenses and counterclaims in each action. The Company then filed a motion to transfer the small claims matter to Circuit Court, which was granted on September 27, 2006. The Company then moved to consolidate these two cases. Our motion to consolidate was granted by the Circuit Court on March 1, 2007. At this time, the Company is unable to assess the likely outcome of this litigation. The parties have begun the discovery process, but no trial date has been set by the Court.

~~Environmental~~INNISBROOK RENTAL ~~Remediation~~POOL LEASE OPERATION

~~The~~All ~~Florida Department~~rental ofpool ~~Environmental~~agreements, ~~Protection~~including ~~(“DEP”) conducted a site inspection at~~ the ~~Resort~~Master onLease ~~June 24~~Agreement, ~~2003. The Resort was found to have improperly disposed~~were ofsold ~~waste paint and solvents and failed~~ to ~~properly~~Salamander ~~store~~as ~~waste~~part ~~lamps and used oil and oil filters in properly labeled containers. The predecessor owner entered into a Consent Order wherein the DEP agreed to a reduced civil penalty~~ of ~~$22, and allowed~~ the ~~predecessor~~Resort ~~owner~~business tooperations ~~offset~~on ~~80%~~July ~~of this reduced civil~~16, ~~penalty~~2007. Partial ~~with~~period ~~credits~~financial ~~obtained~~statements ~~through~~for the ~~implementation~~Rental ofPool aand ~~pollution control~~its ~~project~~Distribution and aMaintenance ~~process~~Funds ~~of ongoing self-monitoring and reporting of environmental conditions to the DEP. The DEP determined that an above ground self-contained storage tank system at the Resort qualifies~~ for ~~this credit. The Resort installed~~ the ~~system~~period ~~and,~~July on1 anto ~~ongoing~~July ~~basis~~15, ~~continues~~2007 ~~to monitor the environmental conditions at the Resort~~ and ~~to report these conditions to the~~ ~~DEP.~~January As1 ~~part of the ongoing self-monitoring and reporting process, the Resort engaged a third party, URS Corporation,~~ to ~~develop~~July ~~a Site Assessment Report and monitor the environmental conditions noted in the DEP Consent Order. The final formal proposal from URS Corporation was received on April 6~~15, 2007 ~~and~~would ~~was~~not ~~subsequently~~be ~~approved~~meaningful bygiven the ~~DEP. The~~fact ~~actual~~that ~~cost for~~ the ~~remediation was~~ ~~approximately~~distributions ~~$59. URS~~are ~~Corporation completed~~calculated ~~the~~and ~~work~~paid inquarterly ~~May 2007. This amount is accrued as of June 30~~and, ~~2007. Additional testing will be completed. If tests remain favorable~~thus, ~~this should conclude the process. Obligations with respect to this matter~~ were ~~assumed~~ bynot ~~Salamander in connection with the sale of the Resort~~provided herein.

9ITEM 2. Subsequent EventsManagement’s Discussion and Analysis of Financial Condition and Results of Operations

~~GTA~~We ~~announced~~were formed on ~~June~~ 25December 30, ~~2007,~~2002 ~~that~~as ~~the~~a wholly-owned ~~Company~~subsidiary ~~and certain~~ of ~~its~~GTA-IB ~~affiliated~~Golf ~~entities entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Salamander Innisbrook Securities~~Resort, LLC, ~~Salamander~~which ~~Innisbrook~~in ~~Condominium,~~turn ~~LLC~~is ~~, and~~a ~~Salamander Innisbrook, LLC (collectively, “Salamander”) providing for the~~wholly-owned ~~acquisition~~subsidiary ~~by Salamander~~ of the ~~business~~Operating ~~(the “Business”) of the Resort, certain related assets and liabilities and the Company’s equity interest in Golf Host Securities, Inc~~Partnership. ~~The~~ ~~sale~~GHR ofis the ~~Resort~~former ~~was~~unaffiliated ~~completed on~~owner ~~July 16, 2007 and, in addition to the assumption~~ of ~~certain liabilities relating to~~ the Resort and the ~~Business,~~former ~~Salamander~~borrower ~~paid~~who todefaulted ~~GTA~~under ~~$35,000 in cash~~a ~~plus~~ $479,000 participating tomortgage beloan ~~used~~funded toby ~~settle~~the ~~certain~~Operating ~~obligations,~~Partnership ~~subject to certain adjustments~~in June 1997.

OnWe ~~July~~and 16the Operating Partnership entered into a Settlement Agreement, ~~2007~~dated July 15, ~~GTA~~2004, ~~the~~with ~~Company~~GHR, ~~the Operating~~Golf ~~Partnership~~Hosts, Inc., ~~GTA-IB~~ Golf ~~Resort,~~Host ~~LLC~~Management, Inc., ~~GTA-IB~~Golf Host Condominium, Inc. ~~LLC~~ and ~~GTA-IB Management~~Golf Host Condominium, LLC. ~~completed~~The ~~the~~Settlement ~~sale~~Agreement resolved ofa ~~the~~number ~~Business~~ of issues between the ~~Resort~~parties, ~~and~~including ~~all~~GHR’s ofdefault under ~~GTA-IB~~the ~~Golf Resort~~$79,000 loan ~~LLC’s~~made ~~equity~~by ~~interest~~the inOperating ~~Golf~~Partnership ~~Host~~to ~~Securities,~~GHR in June ~~Inc~~1997. ~~to Salamander~~As ~~pursuant~~part toof the ~~Asset~~Settlement ~~Purchase~~ Agreement, ~~dated~~we ~~June~~took ~~25,~~ownership ~~2007. The~~of ~~purchase~~the Resort ~~price~~effective ~~received~~at by the ~~Company from~~close ~~Salamander~~of ~~was~~business ~~approximately~~on ~~$35~~July 15,~~000~~ in2004. ~~cash~~Also, ~~plus~~in connection ~~(a)~~with $4the Settlement Agreement,~~000~~ towe beentered ~~used~~into the Westin Management toAgreement ~~settle~~providing ~~certain~~for ~~obligations,~~Westin’s ~~and~~management ~~(b)~~of the ~~assumption~~Resort, ofwhich ~~certain~~was terminated ~~liabilities~~on October 31, 2006. ~~The~~ ~~purchase~~In ~~price~~addition, isWestin ~~subject~~and toTroon ~~certain~~entered ~~post-closing working~~into ~~capital~~the ~~adjustments,~~Troon Management asAgreement ~~set~~setting forth in the ~~Asset~~terms ~~Purchase~~of ~~Agreement. The~~Troon’s ~~Asset~~management ~~Purchase~~of ~~Agreement~~the ~~also provided~~golf ~~for~~facilities aat ~~holdback~~the ~~for~~Resort. ~~accounts~~The ~~receivable~~Troon ~~and~~Management aAgreement $2was terminated on July 13,~~000~~ ~~escrow~~2007 ~~for~~in ~~GTA’s~~connection ~~and~~with the ~~Company’s~~ ~~indemnification~~sale ~~liabilities~~of the Resort.

AsOn ~~part~~July of16, 2007, GTA, the Company, the Operating Partnership, GTA-IB Golf Resort, LLC, GTA-IB Condominium, LLC and GTA-IB Management, LLC completed the sale of the Business, ~~Salamander~~of ~~has assumed~~the ~~operation~~Resort and ~~control~~all of GTA-IB Golf Resort, LLC’s equity interest in Golf Host Securities, Inc. to Salamander pursuant to the ~~Rental~~Asset ~~Pool~~Purchase Agreement dated June 25, 2007. The purchase ~~Rental~~price ~~Pool obligated~~received by the Company towas ~~make~~approximately ~~quarterly~~$35,000 ~~distributions~~in ofcash less a working ~~percentage~~capital purchase price adjustment of ~~room revenues~~$2,221, plus (a) $4,000 to ~~participating~~be ~~owners~~used to ~~under~~settle ~~MLA. The~~certain ~~MLA~~obligations, ~~also~~(b) ~~entitled~~$844 for reimbursement of certain rental ~~participating~~pool ~~owners~~payments todiscussed ~~50%~~in more detail below, (c) $316 for reimbursement of certain ~~the~~agreed ~~refurbishment~~upon ~~costs~~capital expenditures, (d) $25 for reimbursement of ~~their~~expenses ~~units. In~~related ~~addition~~ to ~~reimbursement~~Parcel byG ~~Salamander~~and (e) the assumption of ~~such~~certain ~~obligations~~liabilities. The final ~~since~~post-closing ~~January~~working 1capital settlement amount, ~~2007~~as set forth in the ~~amount~~Asset Purchase Agreement, is currently being negotiated. We have recorded a receivable of $~~844~~1,~~498~~387. At this time, ~~obligations~~based inon ~~connection~~the ~~with~~facts available to us, the Company believes that this amount is a reasonable representation of the receivable ~~Refurbishment~~that ~~Program,~~will ~~along~~be collected by the Company when the post-closing working capital adjustment is settled with ~~all~~Salamander. ~~other~~The ~~obligations~~Asset ~~under~~Purchase Agreement also provided for a $2,000 escrow deposit for GTA’s and the ~~MLA~~Company’s indemnification liabilities to be held, ~~were~~pursuant to its terms, until at least ~~assumed~~March 31, 2008.

14As part of the sale of the Business, Salamander has assumed operation and control of the Rental Pool. The Rental Pool obligated the Company to make quarterly distributions of a percentage of room revenues to participating owners under the MLA. The MLA also entitled participating owners to 50% reimbursement of the refurbishment costs of their units. In addition to reimbursement by Salamander of such obligations since January 1, 2007 in the amount of $844,498, obligations in connection with the Refurbishment Program, along with all other obligations under the MLA, were assumed by Salamander upon the closing of the Asset Purchase Agreement. Also, all capital and operating lease obligations of the Resort were assumed by Salamander upon the closing of the Asset Purchase Agreement.

byThe ~~Salamander~~Operating ~~upon~~Partnership had previously entered into an agreement with GHR and the ~~closing~~prospective purchaser of Parcel F. The Parcel F Development Agreement was executed on March 29, 2004 and amended on August 10, 2005. The Parcel F Development Agreement sets forth the ~~Asset~~terms ~~Purchase~~and conditions pursuant to which Parcel F may be developed and includes restrictions on GHR, as the owner of Parcel F, as well as the subsequent owner of Parcel F, which are designed to avoid interference with the operations of the Resort. The Parcel F Development Agreement also contains provisions which we believe will increase the Operating Partnership’s ability to better manage the Resort and the location of the access road for Parcel F. ~~Also,~~ ~~all~~We ~~capital~~also entered into a Defense and Escrow Agreement ~~operating~~with ~~lease~~GHR ~~obligations~~on July 15, 2004, as amended, which entitled us to receive a portion of the ~~Resort~~sales proceeds in the event Parcel F was sold. Our interests in Parcel F were ~~assumed~~not bytransferred ~~Salamander~~with ~~upon~~the sale of the Resort described above. On August 23, ~~closing~~2007, GHR closed the sale of Parcel F and we received sales proceeds of $2,500 on September 6, 2007 pursuant to the ~~Asset~~Defense ~~Purchase~~and Escrow Agreement.

On July 13, 2007, the Company and Troon entered into a Facilities Management Agreement Termination Agreement (the “Troon Termination Agreement”) pursuant to which the Troon Management Agreement was terminated. The Troon Termination Agreement also provided for the payment to Troon of $177 in accrued and unpaid fees and reimbursable expenses and the supplemental fee of $800 contemporaneous with the sale of the Resort.14

~~Also contemporaneously~~Results ~~with the closing~~ of ~~the sale of the Resort, (a) all~~ outstanding accrued and unpaid amounts were paid to Pinellas County for property taxes, in the approximate amount of $343, (b) the renegotiated Westin termination fee of $5,403, as described in Note 5 above, was paid to Westin, (c) the supplemental fee of $800 was paid to Troon, and (d) the Patriot Bank loan was repaid and cancelled. With regard to the property taxes, the Company intends to continue to pursue the respective lawsuits to recover these amounts from the Pinellas County. See Notes 5, Current Liabilities, and 8, Commitments and Contingencies, for further discussion.Operations

~~Parcel~~The Foperation and management of the Resort and the Rental Pool constituted substantially all of our operations. In connection with the sale of the Resort on July 16, ~~which~~2007, iswe paid (a) all outstanding accrued and unpaid ~~owned~~amounts byto ~~GHR~~Pinellas County, ~~remains~~Florida for property taxes, in the approximate amount of $343, (b) the renegotiated Westin termination fee of $5,403, (c) the supplemental fee of $800 to Troon, and (d) all amounts outstanding under ~~contract~~the Patriot ~~for~~Bank ~~sale~~loan. ~~Pursuant~~ Other than the two-week period prior to the sale ~~agreement~~of the Resort, we had no substantive operations in the ~~sale~~third quarter of 2007 and, as a result, a detailed description of results of operations and any comparison with prior periods is ~~expected~~not tomeaningful ~~close~~since onprior orperiods reflect substantive ~~about~~operations ~~August~~and ~~31,~~a significantly different business than existed in the third quarter of 2007.

15We will continue to monitor our contractual obligations, which are primarily associated with the sale of the Resort, and any pending or future litigation, including our continued efforts to recover the property tax amounts from Pinellas County.

~~INNISBROOK~~Liquidity ~~RENTAL POOL~~and ~~LEASE~~Capital ~~OPERATION CONDENSED BALANCE SHEETS AS OF JUNE 30, 2007 AND DECEMBER 31, 2006 (in thousands)~~Resources

	June 30, 2007		December 31, 2006*
	(unaudited)
DISTRIBUTION FUND
Assets
Receivable from GTA–IB, LLC for distribution	$	850	$	845
Interest receivable from maintenance escrow fund	27		27
Total assets	$	877	$	872
Liabilities
Due to Rental Pool participants for distribution	$	670	$	660
Due to maintenance escrow fund	207		212
Total liabilities	$	877	$	872
MAINTENANCE ESCROW FUND
Assets
Cash and cash equivalents	$	309	$	234
Short-term investments	1,900		1,900
Receivable from distribution fund	207		211
Inventory	—		25
Interest receivable	29		35
Total assets	$	2,445	$	2,405
Liabilities and participants’ fund balances
Accounts payable	$	15	$	21
Interest payable to distribution fund	27		26
Carpet care reserve	84		75
Rental Pool participants’ fund balances	2,319		2,283
Total liabilities and Rental Pool participants’ fund balances	$	2,445	$	2,405

We do not anticipate any future liquidity needs as substantially all of our operations have ceased.

*Derived from audited combined financial statements.

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS’ DISTRIBUTION FUND BALANCES FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (in thousands) (unaudited)

	Three months ended June 30,						Six months ended June 30,
	2007			2006			2007			2006
DISTRIBUTION FUND
Balance, beginning of period	$	—		$	—		$	—		$	—
Additions:
Amounts available for distribution	850			1,203			2,487			3,247
Interest received or receivable from Maintenance Escrow Fund	27			23			54			41
Reductions:
Amounts withheld for Maintenance Escrow Fund	(207		)	(304		)	(510		)	(706		)
Distribution accrued or paid to Rental Pool participants	(670		)	(922		)	(2,031		)	(2,582		)
Balance, end of period	$	—		$	—		$	—		$	—

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS’ MAINTENANCE ESCROW FUND BALANCES FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (in thousands) (unaudited)

	Three months Ended June 30,						Six months ended June 30,
	2007			2006			2007			2006
MAINTENANCE ESCROW FUND
Balance, beginning of period	$	2,300		$	2,222		$	2,283		$	1,975
Additions:
Amounts withheld from occupancy fees	207			304			510			706
Interest earned	27			23			54			41
Charges to Rental Pool participants to establish or restore escrow balances	34			135			79			310
Reductions:
Maintenance charges	(208		)	(303		)	(504		)	(518		)
Carpet care reserve deposit	(9		)	(15		)	(24		)	(35		)
Interest accrued or paid to Distribution Fund	(27		)	(23		)	(54		)	(41		)
Refunds to Rental Pool participants pursuant to the Master Lease Agreements	(5		)	(63		)	(25		)	(158		)
Balance, end of period	$	2,319		$	2,280		$	2,319		$	2,280

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (in thousands) (unaudited)

	Three months Ended June 30,				Six months ended June 30,
	2007		2006		2007		2006
DISTRIBUTION FUND
Gross revenue	$	2,318	$	3,372	$	6,868	$	9,127
Deductions:
Agents’ commissions	42		132		245		427
Resort fees	—		120		—		231
Credit card fees	53		78		157		210
Professional fees	6		6		12		12
Uncollectible room rents	1		36		2		36
Linen replacements	12		15		46		90
Rental pool complimentary fees	1		1		1		1
	115		388		463		1,007
Adjusted gross revenue	2,203		2,984		6,405		8,120
Amount retained by lessee	(1,322)		(1,790)		(3,843)		(4,872)
Gross income distribution	881		1,194		2,562		3,248
Adjustments to gross income distribution:
General pooled expense	—		(4)		(1)		(6)
Corporate complimentary occupancy fees	3		7		9		13
Interest	(3)		(3)		(6)		(6)
Occupancy fees	(230)		(338)		(566)		(785)
Advisory committee expenses	(48)		(44)		(105)		(97)
Net income distribution	603		812		1,893		2,367
Adjustments to net income distribution:
Occupancy fees	230		338		566		785
Hospitality suite fees	1		1		3		1
Associate room fees	15		52		26		94
Available for distribution to participants	$	849	$	1,203	$	2,488	$	3,247

See accompanying notes to these condensed financial statements.

INNISBROOK RENTAL POOL LEASE OPERATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007 AND 2006

(in thousands)(unaudited)

1. Rental Pool Lease Operations

Organization and Operations

The Company is a single member limited liability company, wholly owned by GTA-IB Golf Resort, LLC. GTA-IB Golf Resort, LLC is itself a wholly owned subsidiary of the Operating Partnership. There is no established market for the Company’s membership interests. The preceding condensed financial statements of the Rental Pool and the Resort are for the periods ended June 30, 2007 and 2006. The Rental Pool consists of condominiums at the Resort which are leased by the Company from their owners and used as hotel accommodations for the Resort.

Historically, the predecessor owner, GHR, and the Company have offered several different programs to the condominium owners who are eligible to participate in the Rental Pool (the “Rental Pool Participants”). Effective January 1, 2002, GHR offered a new Master Lease Agreement (“NMLA”) which permitted all Rental Pool Participants the opportunity to convert to the NMLA from any prior agreement they were participating in at that time. In addition, the NMLA provides that on an annual basis each Rental Pool Participant may elect to participate in the Rental Pool for the following year by signing an Annual Lease Agreement (“ALA”). Any Rental Pool Participant who does not sign the ALA is not permitted to participate in the Rental Pool for the following year. Under the NMLA, 40% of the Adjusted Gross Revenues, as defined in the NMLA, are distributed to the Rental Pool Participants and the remaining 60% is retained by the Company.

The Rental Pool condensed financial statements consist of the Distribution Fund and the Maintenance Escrow Fund as defined in the NMLA.

The Distribution Fund accounts for the sharing of the Rental Pool Participants’ portion of Adjusted Gross Revenues in accordance with the NMLA.

The Maintenance Escrow Fund accounts for amounts set aside in accordance with the NMLA for the ongoing maintenance of the condominium units participating in the Rental Pool.

The Condensed Statements of Operations reflects the aggregate Rental Pool Participants’ earnings as a result of participating in the Rental Pool. In accordance with the NMLA, the Company and the Rental Pool Participants share Adjusted Gross Revenues. Adjusted Gross Revenues are defined in the NMLA as gross room revenues from the units participating in the Rental Pool, less certain defined costs.

In addition, GHR agreed in the NMLA to reimburse the Rental Pool Participants who were originally participating in the NMLA an amount up to 50% of the actual unit refurbishment costs, plus interest at a rate of 5% per annum on such amounts, beginning in 2002. For newly refurbished units entering the Rental Pool during 2005, the Company agreed to reimburse the Rental Pool Participants who entered the rental pool pursuant to the NMLA an amount up to 25% of the actual unit refurbishment costs, plus interest at a rate of 2.5% per annum, beginning in 2005. The obligation to reimburse the refurbishment costs and pay interest thereon applies only if certain minimum participation thresholds are maintained. The Company assumed the obligations of GHR under the NMLA and subsequent ALA’s, or, collectively, the Agreements.

Maintenance Escrow Fund Accounts

The NMLA generally provides that 90% of the occupancy fees earned by each Rental Pool Participant are ultimately deposited in that Rental Pool Participant’s Maintenance Escrow Fund account. This account provides funds for payment of amounts that are due from Rental Pool Participants under the Agreements for maintenance and refurbishment services for or related to their condominium units. In the event that a Rental Pool Participant’s balance falls below the amount necessary to provide adequate funds for maintenance and replacements, the Rental Pool Participant is required to restore the escrow

balance to a defined minimum level. The NMLA requires that specific fund balances must be maintained, by unit type, size and age of refurbishment, as defined in the applicable Agreement. Under the NMLA, a percentage of the occupancy fees are deposited into the carpet care reserve in the Maintenance Escrow Fund. The portion of the Maintenance Escrow Fund representing the carpet care reserve is expected to be used to pay the expense of carpet cleaning for all Rental Pool Participants. This percentage is estimated to provide the amount necessary to fund carpet cleaning expenses and may be adjusted annually through mutual agreement of the Company and the participants. The amounts expended for carpet care were approximately $7, $5, $14 and $12 for the three months and six months ended June 30, 2007 and 2006, respectively.

The Lessors’ Advisory Committee (“LAC”), subject to the restrictions contained in the Agreements, invests the Maintenance Escrow Fund on behalf of the Rental Pool Participants. The LAC consists of nine Rental Pool Participants who are elected to advise the Company on Rental Pool matters and to negotiate amendments to the lease agreement, the ALA’s, and the NMLA. Income earned on the investments of the Maintenance Escrow Fund is allocated proportionately to the respective Maintenance Escrow Fund accounts of the Rental Pool Participants and paid quarterly through the Distribution Fund. At June 30, 2007 and December 31, 2006, the Maintenance Escrow Fund held certificates of deposit of $1,900 and $1,900, respectively, with maturity terms ranging from six months to twelve months and bearing interest at rates from 5.0% to 5.2% at June 30, 2007. At June 30, 2007 and December 31, 2006, the carrying value of these investments approximates fair value.

Going Concern

The continuation and success of the Rental Pool is contingent upon the continuation of the operations of the Resort. In turn, the success of the Resort’s operations is contingent upon the continued participation of condominium owners in the Rental Pool. The Company reported a loss from operations of approximately $1,394 and net income of approximately $357 for the three and six months ended June 30, 2007, respectively; however, the impact of seasonality on the Resort’s operations and the projections of the Resort’s cash flow through the end of 2007 raised substantial doubt about the Company’s ability to continue as a going concern. However, since the sale of the Resort was concluded on July 16, 2007, the liquidity and going concern issues related to the Company were resolved, as more fully described in Note 9, Subsequent Events, to the Condensed Combined Financial Statements of the Company above.

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

We were formed on December 30, 2002 as a wholly-owned subsidiary of GTA-IB Golf Resort, LLC, which in turn is a wholly-owned subsidiary of the Operating Partnership. The Operating Partnership is the operating partnership of GTA. GHR is the former unaffiliated owner of the Resort and the former borrower who defaulted under a $79,000 participating mortgage loan funded by the Operating Partnership in June 1997.

We and the Operating Partnership entered into a Settlement Agreement, dated July 15, 2004, with GHR, Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. The Settlement Agreement resolved a number of issues between the parties, including GHR’s default under the $79,000 loan made by the Operating Partnership to GHR in June 1997. As part of the Settlement Agreement, we took ownership of the Resort effective at the close of business on July 15, 2004. Also, in connection with the Settlement Agreement, we entered into the Westin Management Agreement providing for Westin’s management of the Resort, which was terminated on October 31, 2006. In addition, Westin and Troon entered into the Troon Management Agreement setting forth the terms of Troon’s management of the golf facilities at the Resort. See further discussion in Note 5 to the Condensed Combined Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.

The Operating Partnership had previously entered into an agreement with GHR and the prospective purchaser of Parcel F. The Parcel F Development Agreement was executed on March 29, 2004 and amended on August 10, 2005 to add us as a party. The Parcel F Development Agreement sets forth the terms and conditions pursuant to which Parcel F may be developed and includes restrictions on GHR, as the owner of Parcel F, which are designed to avoid interference with the operations of the Resort. The Parcel F Development Agreement also contains provisions which we believe will increase the Operating Partnership’s ability to better manage the location of the access road for Parcel F. See Part II, Item 1. Legal Proceedings, below, for more information. Our interests in Parcel F were not transferred with the sale of the Resort described below.

On July 16, 2007, GTA, the Company, the Operating Partnership, GTA-IB Golf Resort, LLC, GTA-IB Condominium, LLC and GTA-IB Management, LLC completed the sale of the Business of the Resort and all of GTA-IB Golf Resort, LLC’s equity interest in Golf Host Securities, Inc. to Salamander pursuant to the Asset Purchase Agreement dated June 25, 2007. The purchase price received by the Company from Salamander was approximately $35,000 in cash, plus (a) $4,000 to be used to settle certain obligations, and (b) the assumption of certain liabilities. The purchase price is subject to certain post-closing working capital adjustments, as set forth in the Asset Purchase Agreement. The Asset Purchase Agreement also provided for a holdback for accounts receivable and a $2,000 escrow for GTA’s and the Company’s indemnification liabilities.

See further discussion in Note 9 to the Condensed Combined Financial Statements referred to in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Because the Resort is a destination golf resort, we believe it appeals to a different market than the market to which stand-alone hotels located in downtown metropolitan areas would appeal. The Resort provides recreation, condominium accommodations and food and beverage dining and catering options to business meeting or group travelers, transient guests who play golf, guests who purchase golf packages and guests who bring their families to the Resort. As a destination golf resort, the Resort’s performance is sensitive to weather conditions and seasonality.

The Resort had lower realized revenue, fewer room nights and fewer golf rounds during the three months and six months ended June 30, 2007 than during the corresponding periods in 2006. The decrease in realized revenue is directly attributable to the reduction in aggregate room nights, described below, for both the group and transient market sectors. The decrease in aggregate room nights in the group sector was primarily due to 3,000 room nights that booked in the first quarter of 2006 that the Resort chose to decline for the first quarter of 2007 because it was not profitable business for the Resort. The balance of the variance was due to groups that are on a regional rotation for their respective meetings. The Resort was not able to replace these room nights with other group bookings. Under the Westin Management Agreement, which terminated on October 31, 2006, the Resort had access to the Westin Global Sales Office (the “GSO”), which provided group booking leads to the Resort. Since the group booking window is typically six to eighteen months out, the Resort was negatively impacted by the loss of the leads historically provided by the GSO, which were not able to be replicated by other lead sources in the short window of time between the termination of the Westin Management Agreement on October 31, 2006 and the peak season of 2007, January through April. Since the termination of the Westin Management Agreement, the Resort management teams had made efforts to replicate the GSO lead source with other independent lead sources but the impact of these efforts was not realized in the short-term.

Transient room nights were also down due to the loss of the Westin central reservations services and other transient booking sources and the benefit of an international marketing campaign that was available when the Resort was under the Westin international hotel chain flag. As we continued to establish Innisbrook as an independent brand and gain exposure in the internet booking arena, we believed we would realize less of a variance in the room nights in the transient sector. The Resort did realize an increase in the overall average daily room rate of approximately $8.37, for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006, from targeting a more profitable type of guest, which helped mitigate some of the revenue lost due to the reduction in both room nights and golf rounds.

During the six months ended June 30, 2007, each of the market segments at the Resort discussed below produced a greater aggregate spending level per room night as compared to the six months ended June 30, 2006. While overall room nights, meals served and golf rounds played decreased 28.7%, 30.9% and 5.8%, respectively, during the first six months of 2007 as compared to the same period in 2006, overall gross revenue per room night increased by $90.66 to $584.77 from $494.11 while per meal revenue increased by $4.47 to $35.10 from $30.63 and gross golf revenue per round played increased by $6.23 to $138.22 from $131.99. The fluctuation in gross revenue is discussed in further detail below.

The following table shows utilization of the Resort facilities broken down by department, results of operations and selected Rental Pool statistical data during the three month and six month periods ended June 30, 2007 and June 30, 2006. This information is shown in thousands, except for statistical data such as the utilization data in the table below:

	Three months ended June 30,									Six months ended June 30,
	2007		2006		Increase (Decrease)			Percentage Change		2007		2006		Increase (Decrease)			Percentage Change
Utilization of Resort facilities:
Available room nights	53,423		53,108		315			0.6	%	104,530		104,175		355			0.3	%
Actual room nights
Group	9,207		14,768		(5,561		)	(37.7	)%	25,491		37,861		(12,370		)	(32.7	)%
Transient	6,824		8,650		(1,826		)	(21.1	)%	13,876		17,333		(3,457		)	(19.9	)%
Total room nights	16,031		23,418		(7,387		)	(31.5	)%	39,367		55,194		(15,827		)	(28.7	)%
Food and beverage meals	71,058		96,548		(25,490		)	(26.4	)%	176,391		255,257		(78,866		)	(30.9	)%
Golf rounds
Resort guests	18,936		20,290		(1,354		)	(06.7	)%	39,775		43,711		(3,936		)	(9.0	)%
Member/guests	9,013		8,711		302			03.5	%	21,735		21,569		166			0.8	%
Total golf rounds	27,949		29,001		(1,052		)	(03.6	)%	61,510		65,280		(3,770		)	(5.8	)%
Gross revenue per room night	$	539.89	$	438.08	$	101.81		23.2	%	$	584.77	$	494.11	$	90.66		18.3	%

	Three Months Ended June 30, ,											Six Months Ended June 30
	2007			2006			Increase (decrease)			Percentage Change		2007			2006			Increase (decrease)			Percentage Change
Results of operations:
Revenues
Hotel	$	2,354		$	3,444		$	(1,090	)	(31.6	)%	$	6,955		$	9,289		$	(2,334	)	(25.1	)%
Food and beverage	2,205			2,686			(481		)	(17.9	)%	6,192			7,818			(1,626		)	(20.8	)%
Golf	3,468			3,527			(59		)	(1.7	)%	8,502			8,616			(114		)	(1.3	)%
Other	628			602			26			4.3	%	1,372			1,549			(177		)	(11.4	)%
Total revenues	8,655			10,259			(1,604		)	(15.6	)%	23,021			27,272			(4,251		)	(15.6	)%
Expenses
Hotel	2,215			2,843			(628		)	(22.1	)%	5,578			6,950			(1,372		)	(19.7	)%
Food and beverage	1,868			1,878			(10		)	(0.5	)%	4,500			5,011			(511		)	(10.2	)%
Golf	1,908			1,911			(3		)	(0.2	)%	3,921			3,767			154			4.1	%
Other	2,609			2,540			69			2.7	%	5,241			5,377			(136		)	(2.5	)%
General and administrative	840			1,410			(570		)	(40.4	)%	1,960			3,152			(1,192		)	(37.8	)%
Depreciation and amortization	566			533			33			06.2	%	1,102			1,024			78			7.6	%
Total expenses	10,006			11,115			(1,109		)	(10.0	)%	22,302			25,281			(2,979		)	(11.8	)%
Operating income(loss)	(1,351		)	(856		)	(495		)	(57.8	)%	719			1,991			(1,272		)	(63.9	)%
Other income	(191		)	—			(191		)	(100.0	)%	(132		)	—			(132		)	(100.0	)%
Interest expense, net	234			370			(136		)	(36.8	)%	494			743			(249		)	(33.5	)%
Net income(loss)	$	(1,394	)	$	(1,226	)	$	(168	)	(13.7	)%	$	357		$	1,248		$	(891	)	(71.4	)%
Selected Rental Pool statistical data:
Average daily distribution	$	15.91		$	22.65		$	(6.74	)	(29.8	)%	$	23.79		$	31.17		$	(7.38	)	(23.7	)%
Average room rate	146.83			$	147.04		$	0.21		0.1	%	$	176.66		$	168.29		$	8.37		5.0	%
Occupancy percentage	30.0		%	44.1		%	(14.1		)	(31.9	)%	37.7		%	53.0		%	(15.3		)	(28.9	)%
Average number of available units	587			584			3			0.5	%	578			576			2			0.3	%

Three Months ended June 30, 2007 and 2006

During the three months ended June 30, 2007, there were 7,387, or 31.5%, fewer occupied room nights as compared to the three months ended June 30, 2006. There were 1,826 fewer transient room nights and 5,561 less group room nights during the three months ended June 30, 2007 as compared to the three months ended June 30, 2006. Group room nights consist of conference room nights, or room nights which are booked and correlate to a meeting or convention at the Resort, and transient room nights are room nights which are booked and do not correlate to a meeting or convention at the Resort. Transient room nights are often booked within 30 days or less from the date of the visit, while group room nights are typically booked no less

than 120 days in advance of the date of a visit. Larger groups typically book 16 to 18 months in advance of a stay. Transient room nights are often booked as part of golf packages and Internet bookings, among others. Management believes that the decrease in the room nights, as described in the introductory paragraph above, is attributable to the change in lead and reservation channels from the Westin central reservation system and their international marketing programs and other sources available through Westin to independent lead and reservation channels. This type of change takes time to re-establish the Innisbrook name as an independent brand and gain appropriate exposure in the Internet and Media market separate from the Westin identity. In addition, the Resort staff continued to learn how to maximize the reservation channels available to it as an independent property.

Total revenue for the Resort was $1,604 less during the three months ended June 30, 2007 than in the same period of 2006. An overall increase in spending by the Resort’s guests helped to mitigate the reduction in gross revenue that resulted from the lower number of room nights and decreases in banquet and catering sales in three months ended June 30, 2007 as compared to same period of 2006. During the same periods, the average room rate decreased by $0.21 per room night from $147.04 in 2006 to $146.83 in 2007. Gross revenue per room night during the three months ended June 30, 2007 was $539.89, as compared to $438.08 for the same period in 2006.

The most significant decrease in revenues at the Resort during the three months ended June 30, 2007 occurred in the Hotel department. Revenues attributable to that category for the three months ended June 30, 2007 decreased by approximately $1,090, or 31.6%, as compared to the same period in 2006. Hotel revenue decreased primarily because of the decrease in aggregate room nights noted above. Food and Beverage revenues decreased by approximately $481, or 17.9%, as a result of 25,490, or 26.4%, fewer meals being served, also referred to as covers, as compared to the three months ended June 30, 2006. This aggregate decrease in covers served was primarily attributable to the Resort’s banquets, catering and outlets, with a combined decrease of approximately 22,830 covers. Covers attributed to the Resort’s room and pool service decreased by approximately 2,660. While the aggregate number of covers decreased, revenue per cover increased from $27.82 to $31.03. The combination of decreased number of covers and increased revenue per cover produced the $481 negative variance for the three months ended June 30, 2007 as compared to the three months ended June 30, 2006.

Golf revenue decreased by approximately $59, primarily as a result of 1,052 fewer rounds of golf played during the three months ended June 30, 2007 as compared to the same period in 2006. Gross golf revenue for the quarter ended June 30, 2007 averaged $124.08 per round, as compared to $121.62 per round for the same period in 2006. The net decrease in aggregate rounds played was attributed to 1,354 fewer rounds played by the Resort’s transient guests, including packages, offset by an aggregate increase of 302 rounds played by Resort members. The number of total golf rounds played in the three months ended June 30, 2007 was 27,949, compared to 29,001 rounds played in the same period of 2006. 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 or dependent upon occupied room nights.

Consistent with past periods, we continued to monitor total operating expenses in an attempt to ensure that we controlled expenses and that the expenses bore 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 total operating revenue because 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 in hotel operations, decreased by approximately $1,142, or 10.8%, for the three months ended June 30, 2007 as compared to the same period in 2006. This decrease is primarily attributable to the decrease in room nights and food and beverage covers discussed above.

Depreciation and amortization expense, excluding the Rental Pool amortization included in hotel expenses, was approximately $566 and $533 for the three months ended June 30, 2007 and 2006, respectively.

Interest expense, net of interest income, was approximately $234 and $370 for the three months ended June 30, 2007 and 2006, respectively, and reflects amortization of the discount of our Rental Pool refurbishment liability in the amount of $153 and the interest portion of lease payments amounting to approximately $29. The defaulted participating mortgage loan that was assumed by us from GHR, our unaffiliated borrower, has an outstanding balance at June 30, 2007 of $39,240 and became non-interest bearing upon our assumption on July 15, 2004.

Other income of $191 in the three months ended June 30, 2007 represents the recognition of the discount in the termination fee negotiated with Westin in connection with the sale of the Resort, as described above.

The net loss for the three months ended June 30, 2007 was approximately $1,394, compared to a net loss for the three months ended June 30, 2006 of approximately $1,226.

During the three months ended June 30, 2007, approximately $259 was disbursed for capital projects. Of those disbursed funds, $247 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.

Six Months ended June 30, 2007 and 2006

During the six months ended June 30, 2007, there were 15,827, or 28.7%, fewer occupied room nights as compared to the six months ended June 30, 2006. There were 3,457 fewer transient room nights and 12,370 less group room nights during the six months ended June 30, 2007 as compared to the six months ended June 30, 2006.

Total revenue for the Resort was $4,251 less during the six months ended June 30, 2007 than in the same period of 2006. An overall increase in spending by the Resort’s guests, both for rooms (improved average room rates) and by package guests for food and beverages, helped to mitigate the reduction in gross revenue that resulted from the lower number of room nights and decreases in banquet and catering sales in during six months ended June 30, 2007 as compared to same period of 2006. During the same periods, the average room rate increased by $8.37 per room night from $168.29 in 2006 to $176.66 in 2007. Gross revenue per room night during the six months ended June 30, 2007 was $584.77, as compared to $494.11 for the same period in 2006.

The most significant decrease in revenues at the Resort during the six months ended June 30, 2007 occurred in the Hotel department. Revenues attributable to that category for the six months ended June 30, 2007 decreased by approximately $2,334, or 25.1%, as compared to the same period in 2006. Hotel revenue decreased primarily because of the decrease in aggregate room nights noted above. Food and Beverage revenues decreased by approximately $1,626, or 20.8%, as a result of 78,866, or 30.9%, fewer covers, as compared to the six months ended June 30, 2006. This aggregate decrease in covers served was primarily attributable to the Resort’s banquets, catering and restaurant outlets, with a combined decrease of approximately 72,214 covers. Covers attributed to the Resort’s room and pool service decreased by approximately 6,652. While the aggregate number of covers decreased, revenue per cover increased from $30.63 to $35.10. The combination of decreased number of covers and increased revenue per cover produced the $1,626 negative variance for the six months ended June 30, 2007 as compared to the six months ended June 30, 2006.

Golf revenue decreased by approximately $114, primarily as a result of 3,770 fewer rounds of golf played during the six months ended June 30, 2007 as compared to the same period in 2006. Management believes that approximately 1,200 or 31.8% of that reduction in rounds for the six months period resulted from the fact that the PGA tournament was moved from October, during which it has been held annually since 2001, to March beginning in 2007. As a consequence of the Copperhead course being used by the PGA for the tournament, the Resort was unable to sell its golf packages during the week of the March tournament. March is historically one of its most successful months during the year. Gross golf revenue for the six months ended June 30, 2007 averaged $138.22 per round, as compared to $131.99 per round for the same period in 2006. The net decrease in aggregate rounds played was attributed to 3,936 fewer rounds played by the Resort’s transient guests, including packages, offset by an aggregate increase of 166 rounds played by Resort members. The number of total golf rounds played in the six months ended June 30, 2007 was 61,510, compared to 65,280 rounds played in the same period of 2006. 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 or dependent upon occupied room nights.

Total Resort operating expenses, before depreciation and amortization and excluding the Rental Pool amortization in hotel operations, decreased by approximately $3,057, or 12.6%, for the six months ended June 30, 2007 as compared to the same period in 2006. This decrease is primarily attributable to the decrease in room nights and food and beverage covers discussed above.

Depreciation and amortization expense, excluding the Rental Pool amortization included in hotel expenses, was approximately $1,102 and $1,024 for the six months ended June 30, 2007 and 2006, respectively.

Interest expense, net of interest income, was approximately $494 and $743 for the six months ended June 30, 2007 and 2006, respectively, and reflects amortization of the discount of our Rental Pool refurbishment liability in the amount of $314 and the interest portion of lease payments amounting to approximately $49.

Other income of $132 in the six months ended June 30, 2007 represents the accrual of the environmental remediation expense of $59 as more fully discussed in Note 8 to the Condensed Combined Financial Statements in Item 1 of the Quarterly Report on Form 10-Q filed May 15, 2007, offset by the favorable negotiated reduction in the Westin termination fee of approximately $191.

The net income for the six months ended June 30, 2007 was approximately $357, compared to a net income for the six months ended June 30, 2006 of approximately $1,248.

During the six months ended June 30, 2007, approximately $617 was disbursed for capital projects. Of those disbursed funds, $469 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.

Other Matters

On April 25, 2006, we entered into an agreement with Suncoast Charities, Inc. (“Suncoast”), which provides that Suncoast will lease the Copperhead golf course at the Resort for seven and one half days during the month of March for a PGA TOUR event known as the PODS Championship. The agreement with Suncoast provides that the tournament will occur each year in March beginning in March 2007 and ending in March 2012. The agreement also provides, among other things, that we will receive a base fee and that we may receive a participation fee in the event if the aggregate ticket sales during any tournament year exceed 115% of the greater of the 2005 tournament ticket sales or the 2006 tournament ticket sales. We do not at this time have a final accounting of the ticket override amount from Suncoast Charities for the 2007 event.

Contractual Obligations, Contingent Liabilities and Commitments

The following table summarizes our contractual obligations at June 30, 2007, 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)(1)
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Master lease agreement with the condominium owners participating in the Rental Pool(2)	$	4,734	$	1,607	$	3,057	$	54	$	16
Westin termination fee(2)	5,403		5,403		—		—		—
Troon supplemental fee (2)	977		977		—		—		—
Mortgage Note payable to the Operating Partnership	39,240		—		—		—		39,240
Operating and capital leases(2)	1,561		750		593		124		94
Service agreements and other(2)	6,350		2,796		2,799		738		17
Working capital advances from the Operating Partnership, net	2,806		—		2,806		—		—
Total of the Resort’s obligations	$	61,071	$	11,533	$	9,255	$	916	$	39,367

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

(2) These items were paid or assumed by Salamander upon the closing of the sale of the Resort.

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 fiscal year ended December 31, 2006, filed on April 2, 2007, for a description of our contractual obligations.

Liquidity and Capital Resources

The accompanying financial statements have been prepared based on the assumption that we will continue as a going concern. As of June 30, 2007, the Resort had a working capital deficit of approximately $9,688 primarily due to the fact that the renegotiated Westin termination fee of $5,403 and the Troon supplemental fee of $800 were classified as current liabilities. See further discussion in Note 5, Current Liabilities, to the Condensed Combined Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Before this reclassification, the Resort had a working capital deficit of approximately $3,491. The Resort’s member deficit at June 30, 2007 is $12,994. The Resort reported net income of approximately $357 for the six months ended June 30, 2007. Since the first six months of the year is the Resort’s highest season, there was substantial doubt about our ability to continue as a going concern. However, since the sale of the Resort was concluded on July 16, 2007, the liquidity and going concern issue is no longer relevant. See Note 9, Subsequent Events, to the Condensed Combined Financial Statements of the Company above for further discussion

ITEM 3. Quantitative And Qualitative Disclosures About Market Risk

We do not have significant market risk with respect to foreign currency exchanges or other market rates. ~~Our debt to the Operating Partnership is non-interest bearing and, accordingly, fluctuations in interest rates are not expected to affect financial results.~~ Since our debt to Patriot Bank was paid off contemporaneous with the closing of the sale of the Resort, we no longer have any interest rate risk ~~related to this loan~~.

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 Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Our ~~management~~ 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. Our amended management agreement with Westin provided us with heightened control and access to information; however, prior to October 31, 2006 when we terminated the Westin Management Agreement, we did 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, were necessarily more limited than those we maintain with respect to our own corporate ~~operations. Since July 15,~~ ~~2004, 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 once we owned the Resort. Effective January 1, 2007, we implemented a new general ledger accounting software package (the “GL Software”) at the Resort to replace the former GL Software of which the majority of the financial reports were proprietary to Westin. Our new GL Software, know as Aptech, was used at the Resort prior to July 15, 2004 when Westin required that the Resort adopt their GL Software. As a result, the accounting staff was generally familiar with the process and procedures in operating the new GL Software. We do not currently believe that the change in the GL Software has materially changed or will materially change our internal control over financial reporting or our disclosure controls and procedures.

WeAs ~~have~~of ~~implemented~~September ~~some~~30, ~~and~~2007, ~~continue~~we tocarried ~~work~~out ~~towards~~an ~~implementing~~evaluation, ~~various~~under ~~initiatives~~the ~~intended~~supervision toand ~~continue~~with tothe ~~improve~~participation of our ~~internal~~management, ~~controls~~including our Chief Executive Officer and ~~procedures~~Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Management concluded that as of September 30, 2007, 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.

As of June 30, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and

operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Management concluded that as of June 30, 2007, 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.

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

PART II—OTHER INFORMATION

ITEM 1. Legal Proceedings

In the normal course of our operations, we are subject to claims and lawsuits. We do not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations.

Land Use Lawsuit

On March 29, 2005, the Company filed a Motion to Intervene in the suit titled 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. This motion was filed in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division and was granted by the Circuit Court. In this report, the Company refers to this matter as the “Initial Land Use Lawsuit”. The plaintiffs in the Initial Land Use Lawsuit have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of Parcel F, which is owned by GHR. The Company filed the Motion to Intervene as a defendant in the Initial Land Use Lawsuit in order to protect its property and its land use and development rights with respect to Parcel F. On April 26, 2005, Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert and the Autumn Woods Homeowner’s Association, Inc. moved to intervene in the Initial Land Use Lawsuit, which the Court subsequently allowed. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey, and Andrew J. and Aphrodite B. McAdams, against Pinellas County, GHR and Bayfair Innisbrook, LLC seeking injunctive and declaratory relief relating to the land use and development rights of Parcel F. This suit was consolidated with the Initial Land Use Lawsuit. In this report, the Company refers to this matter as the “Subsequent Land Use Lawsuit” and to the Initial Land Use Lawsuit and the Subsequent Land Use Lawsuit as the “Land Use Lawsuits”.

From December 19 through December 23, 2005, the Court tried these consolidated cases in a non-jury trial. On March 8, 2006, the Court ruled in favor of the defendants on all counts and denied all claims asserted by the plaintiffs in both Land Use Lawsuits. On March 31, 2006, the plaintiffs in the consolidated cases filed a notice of appeal to the Second District Court of Appeal. The Appeal Court affirmed per curium the Circuit Court judgment in favor of the defendants on February 28, 2007 and denied the plaintiffs-appellants’ motion for attorney fees. On March 13, 2007, the plaintiffs filed a motion for the Appeal Court to rehear their claims. On June 12, 2007 the Second District Court of Appeal denied the plaintiffs motion for rehearing. No further avenues of appeal are available to the plaintiffs.

Wall Springs Conservatory, Inc. Complaint

On July 13, 2006, Wall Springs filed suit against the Company, as successor in interest to GHR, in the circuit court of Pinellas County for declaratory relief regarding the allocation of certain full golf memberships at the Resort. On July 14, 2006, Wall Springs also filed suit against us in the small claims division of the Pinellas County Court in connection with an easement agreement. We answered both claims, also asserting affirmative defenses and counterclaims in each action. We then filed a motion to transfer the small claims matter to Circuit Court, which was granted on September 27, 2006. We then moved to consolidate these two cases. Our motion to consolidate was granted by the Circuit Court on March 1, 2007. The parties have begun the discovery process, but no trial date has been set by the Court. The parties have begun the discovery process, but no trial date has been set by the Court. The Company is currently evaluating its alternatives regarding these claims given the fact that it no longer owns the Resort. At this time, the Company is unable to assess the likely outcome of this litigation.

Property Tax Lawsuit

We filed lawsuits against the property appraiser of Pinellas County, Florida to challenge the 2004, 2005 and 2006 real estate assessment on the Resort property. Pinellas County filed a motion to dismiss, which was denied by the court. No trial date has been set. If Pinellas County were to prevail, management believes that there would be no material adverse effect upon our financial statements, as the entire Pinellas County assessment was fully accrued at June 30, 2007 and was paid concurrent with the sale of the Resort on July 16, 2007. If the Company were to prevail, the Company could possibly be awarded a reimbursement of a portion of these contested property taxes but the Company is unable to assess the outcome of this claim at this time.

28Land Use Lawsuits

~~real estate~~On ~~assessment~~March 10, on2005, the ~~Resort~~Company ~~property~~filed a Motion to Intervene in the suit titled Innisbrook Condominium Association, Inc., ~~Pinellas~~C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, ~~filed~~Florida, aGolf Host Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15. This motion towas filed in the Circuit Court of the ~~dismiss~~Sixth Judicial Circuit, ~~which~~in and for Pinellas County, Florida, Civil Division and was ~~denied~~granted by the ~~court~~Circuit Court. NoIn ~~trial~~this ~~date~~report, ~~has~~the ~~been~~Company ~~set~~refers to this matter as the “Initial Land Use Lawsuit”. IfThe ~~Pinellas~~plaintiffs in the Initial Land ~~County~~Use ~~were~~Lawsuit have filed a multi-count complaint seeking injunctive and declaratory relief with respect to ~~prevail~~the land use and development rights of Parcel F, ~~management~~which ~~believes~~is ~~that~~owned ~~there~~by ~~would~~GHR. beThe noCompany ~~material~~filed the Motion to Intervene ~~adverse~~as ~~effect~~a ~~upon~~defendant ~~our~~in ~~financial~~the ~~statements~~Initial Land Use Lawsuit in order to protect its property and its land use and development rights with respect to Parcel F. On April 26, as2005, Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert and the ~~entire~~Autumn ~~Pinellas~~Woods ~~County~~Homeowner’s ~~assessment~~Association, Inc. ismoved ~~fully~~to ~~accrued~~intervene atin ~~June~~the 30Initial Land Use Lawsuit, which ~~2007~~the Court subsequently allowed. On April 8, 2005, a separate suit ~~See~~was ~~Note~~filed 9by James M. and Mary H. Luckey, ~~Subsequent~~and ~~Events~~Andrew J. and Aphrodite B. McAdams, against Pinellas County, GHR and Bayfair Innisbrook, LLC seeking injunctive and declaratory relief relating to the ~~Condensed~~land ~~Combined~~use ~~Financial~~and development ~~Statements~~rights of Parcel F. This suit was consolidated with the Initial Land Use Lawsuit. In this report, the Company ~~above~~refers ~~for~~to ~~further~~this matter as ~~discussion~~the “Subsequent Land Use Lawsuit” and to the Initial Land Use Lawsuit and the Subsequent Land Use Lawsuit as the “Land Use Lawsuits”.

From December 19 through December 23, 2005, the Court tried these consolidated cases in a non-jury trial. On March 8, 2006, the Court ruled in favor of the defendants on all counts and denied all claims asserted by the plaintiffs in both Land Use Lawsuits. On March 31, 2006, the plaintiffs in the consolidated cases filed a notice of appeal to the Second District Court of Appeal. The Appeal Court affirmed per curium the Circuit Court judgment in favor of the defendants on February 28, 2007 and denied the plaintiffs-appellants’ motion for attorney fees. On March 13, 2007, the plaintiffs filed a motion for the Appeal Court to rehear their claims. On June 12, 2007, the Second District Court of Appeal denied the plaintiffs motion for rehearing. On September 11, 2007, Plaintiffs/Petitioners James M. Luckey, Mary Luckey, Marc Banning, Andrew McAdams, Aphrodite McAdams, Kirk Covert, Deborah Covert, Marcia Colwell and Joseph Colwell filed a Petition for Writ of Certiorari in the Supreme Court of the United States. On September 19, 2007, all of the respondents,

including GTA-IB, LLC, filed a Waiver with the Supreme Court of the United States informing the Court that the respondents did not intend to file a response to the Petition for Writ of Certiorari unless one is requested by the Court. The respondents’ decision to file a waiver was based on the collective judgment of all defense counsel of record that the Petitioners’ Petition for Writ of Certiorari is meritless and has virtually no chance of success in their collective opinion. A further reason was the fact that if the Supreme Court of the United States does indicate that it may entertain the Petition, it will request a response at which time GTA-IB, LLC and the other respondents will have an opportunity to file our responses. At this time, we are unable to assess the likely outcome of this litigation.

Item 1A. Risk Factors

Due to the sale of the Resort, including the transfer of the operation, control and financial obligations of the Rental Pool, and the contemporaneous payment of (a) all outstanding property tax amounts to Pinellas County, Florida, (b) the Westin termination fee, (c) the Troon supplemental fee, and (d) all outstanding debt under the Patriot Bank loan, the risk factors previously disclosed in our Form 10-K for the fiscal year ended December 31, 2006, filed on April 2, 2007, are no longer applicable to our current circumstances. As a wholly owned subsidiary with limited assets and operations, our remaining risks primarily relate to our outstanding contractual obligations, mainly in connection with the sale of the Resort, and liability in the event of any claims or lawsuits (see Part II, Item 1, Legal Proceedings, of this Quarterly Report on Form 10-Q).

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Business Loan Agreement, dated as of April 10, 2007, by and among the Company, GTA-IB Golf Resort, LLC and GTA-IB Condominium, LLC and Patriot Bank.
31.1		Certification of the registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.2		Commercial Security Agreement, dated as of April 10, 2007, between the Company, GTA-IB Golf Resort, LLC and GTA-IB Condominium, LLC and Patriot Bank.
31.2		Certification of the registrant’s Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.3		Promissory Note, dated as of April 10, 2007, between the Company, GTA-IB Golf Resort, LLC and GTA-IB Condominium, LLC and Patriot Bank.
32.1		Certification of the registrant’s Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.4		Mortgage, dated as of April 10, 2007, between the Company, GTA-IB Golf Resort, LLC and GTA-IB Condominium, LLC and Patriot Bank.
10.5		Asset Purchase Agreement, dated as of June 25, 2007, by and among the Company, GTA, the Operating Partnership, GTA-IB Golf Resort, LLC, GTA-IB Condominium, LLC and GTA-IB Management, LLC and Salamander Innisbrook Securities, LLC, Salamander Innisbrook Condominium, LLC and Salamander Innisbrook, LLC (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 26, 2007 and incorporated herein by reference).

2917

31.1		Certification of the registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the registrant’s Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the registrant’s Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GTA-IB, LLC
Date: August 16, 2007		/s/ W. Bradley Blair, II
Date: November 7, 2007		/s/ W. Bradley Blair, II
		W. Bradley Blair, II
		Chief Executive Officer and President
Date: August 16, 2007		/s/ Tracy S. Clifford
Date: November 7, 2007		/s/ Tracy S. Clifford
		Tracy S. Clifford
		Principal Accounting Officer and Secretary

3118

Filing Compare · GTA-IB, LLC