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~~Washington,~~Table DCof ~~20549~~Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

~~For~~þ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~September 30,~~SECTION ~~2018~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

~~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: 333-147447

SALAMANDER INNISBROOK, LLC

~~(Exact name of registrant as specified in its charter)~~

Florida		26-0442888
(State of incorporation)		(IRS employer identification no.)


State of Organization: Florida	IRS Employer Identification No.26-0442888

36750 US Highway 19 North, Palm Harbor, FL 34684

~~(Address~~Telephone ofNumber: ~~principal executive offices~~(727) 942-2000

~~727-942-2000~~

~~(Registrant’s~~SECURITIES ~~telephone~~REGISTERED ~~number,~~PURSUANT ~~including area~~TO ~~code~~SECTION 12(b) OF THE ACT:

~~Securities registered pursuant to Section 12(b) of the Act:~~ None

~~Title~~SECURITIES ofREGISTERED ~~each~~PURSUANT ~~class~~TO ~~Trading~~SECTION ~~Symbol~~12(sg) ~~Name~~OF ofTHE ~~each exchange on which registered N/A N/A N/A~~ACT:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

~~YES ¨ NO x~~251 Condominium Rental Pool Units

Indicate by check mark whether the registrant (1) has ~~submitted~~ ~~electronically~~filed ~~every~~all ~~Interactive~~reports ~~Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection 13 ~~Rule~~or ~~405~~ 15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§ 232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~ file such ~~files~~reports)., ~~YES~~and (2) ¨has been subject to such filing requirements for the past 90 days.YES ◻ NO x☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ◻ NO ⌧

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

~~(Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨~~

If(Check ~~emerging~~one): ~~growth~~Large ~~company,~~accelerated ~~indicate~~filer by☐ ~~check~~Accelerated ~~mark~~filer if☐ ~~the~~Non-accelerated ~~registrant has~~filer ~~elected~~☑ ~~not~~Smaller toreporting ~~use~~company ~~the~~þ ~~extended~~Emerging ~~transition~~growth ~~period~~company ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨~~◻

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

NoIf ~~established~~emerging ~~markets~~growth ~~exist~~company, ~~for~~indicate by check mark if the ~~Registrant’s~~registrant ~~membership interests~~has ~~and~~elected ~~there~~not isto nouse ~~common~~the ~~stock~~extended ~~issued~~transition period for complying with any new or ~~outstanding~~revised ~~subject~~financial accounting standards provided pursuant to ~~this~~Section 13(a) of ~~report.~~the Exchange Act ◻

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

No established market exists for the Registrant’s membership interests, so there is no market value for such membership interests. There are no membership interests held by non-affiliates as of June 8, 2022. Issuer has no common stock subject to this report.

Table of Contents

SALAMANDER INNISBROOK, LLC

QUARTERLY REPORT ON FORM 10-Q

AS OF MARCH 31, 2022

INDEX

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		4
Salamander Innisbrook, LLC
Condensed Balance Sheets (Unaudited) as of September 30, 2018 and December 31, 2017		4
Condensed Statements of Operations and Changes in Member’s Equity (Unaudited) for the three and nine months ended September 30, 2018 and 2017		5
Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2018 and 2017		6
Notes to Condensed Financial Statements (Unaudited)		7
Innisbrook Rental Pool Lease Operation
Condensed Balance Sheets (Unaudited) as of September 30, 2018 and December 31, 2017		13
Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2018 and 2017		14
Condensed Statements of Changes in Participants’ Fund Balances (Unaudited) for the three and nine months ended September 30, 2018 and 2017		15
Notes to Condensed Financial Statements (Unaudited)		16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures about Market Risk		19
Item 4. Controls and Procedures		19
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		21
Signatures		22
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Item 1. Condensed Consolidated Financial Statements of Salamander Innisbrook, LLC	4

Salamander Innisbrook, LLC	4

Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	4
Condensed Consolidated Statements of Operations and Changes in Member’s Equity (Unaudited) for the three months ended March 31, 2022 and 2021	5
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2022 and 2021	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Supplemental Schedules of the Rental Pool Lease Operation	14

Balance Sheets – Distribution Fund as of March 31, 2022 (Unaudited) and December 31, 2021	15
Balance Sheets – Maintenance Escrow Fund as of March 31, 2022 (Unaudited) and December 31, 2021	16
Statements of Operations- Distribution Fund (Unaudited) for the three months ended March 31, 2022 and 2021	17
Statements of Changes in Participants’ Fund Balances -Distribution Fund (Unaudited) for the three months ended March 31, 2022 and 2021	18
Statements of Changes in Participants’ Fund Balances -Maintenance Escrow Fund (Unaudited) for the three months ended March 31, 2022 and 2021	19

Notes to Financial Statements	20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3. Quantitative and Qualitative Disclosures about Market Risk	25

Item 4. Controls and Procedures	26

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	27

Signatures	28

Table of Contents

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, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 annual report are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “appears”,” “believe”, ” “expect”,” “hope”,” “may”,” “will”,” “anticipate”,” “intend”, ” “estimate”,” “project”,” “assume” or other similar expressions. Certain factors that might cause such a difference include the following: changes in general economic conditions; including changes that may influence group conference and guests’ vacation plans; changes in travel patterns; changes in consumer tastes in destinations or accommodations for group conferences and vacations; changes in Rental Pool participation by the current condominium owners; our ability to continue to operate the Innisbrook Resort and Golf Club, or the “Resort” under our management ~~contract~~contracts; and the resale of condominiums to owners who elect neither to participate in the Rental Pool nor to become members of the Resort. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this report was filed with the Securities Exchange Commission. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this annual report are subject to particularly high uncertainty.

Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

~~PART~~Table Iof ~~— FINANCIAL INFORMATION~~Contents

~~Item~~PART ~~1. Financial Statements~~I

ITEM 1. Condensed Consolidated Financial Statements

SALAMANDER INNISBROOK, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,		December 31,
	2018		2017
Assets
Current assets:
Cash	$	330,790	$	787,554
Accounts receivable, net		1,201,477		1,991,844
Inventories and supplies		882,562		959,396
Prepaid expenses and other		885,452		782,800
Total current assets		3,300,281		4,521,594
Property, buildings and equipment, net		34,868,847		36,130,652
Intangibles		4,330,001		4,330,001
Due from affiliates		274,039		430,282
Deposits and other assets		274,425		270,613
Restricted cash		2,513,741		1,505,642
Total assets	$	45,561,334	$	47,188,784
Liabilities and Member's Equity
Current liabilities:
Accounts payable	$	2,639,146	$	2,360,876
Accrued liabilities		2,470,366		2,729,073
Deferred revenue		3,196,419		3,082,512
Current portion - capital leases		424,028		417,524
Current portion - note payable		797,467		792,377
Total current liabilities		9,527,426		9,382,362
Deferred revenue		934,868		916,940
Capital leases, net of current portion		214,638		533,404
Note payable, net of current portion and unamortized deferred financing costs		12,915,486		13,416,266
Total liabilities		23,592,418		24,248,972
Commitments and Contingencies (Notes 4 and 7)
Member's equity		21,968,916		22,939,812
Total liabilities and member’s equity	$	45,561,334	$	47,188,784

See accompanying notes to unaudited condensed financial statements.


	March 31,		December 31,
	2022		2021
Assets
Current assets:
Cash	$	5,887,718	$	3,226,557
Accounts receivable, net		2,743,383		1,884,406
Inventories and supplies		965,641		881,465
Due from affiliates		20,645		17,853
Prepaid expenses and other current assets		1,029,271		1,085,902
Total current assets		10,646,658		7,096,183

Property, buildings and equipment, net		32,236,013		32,424,075
Operating lease right-of-use assets		379,144		470,487
Intangibles		4,330,001		4,330,001
Deferred contract costs, net		1,623,142		1,849,186
Restricted cash		2,041,226		2,041,193
Deposits and other assets		546,611		476,265
Total assets	$	51,802,795	$	48,687,390


Liabilities and Member’s Equity

Current liabilities:
Accounts payable	$	1,294,414	$	1,306,082
Accrued liabilities		1,588,238		1,914,157
Rental Pool liability		1,302,683		673,366
Current portion deferred revenues		4,442,551		4,416,272
Due to affiliates		723,045		511,784
Current portion - operating leases		379,144		374,219
Current portion - note payable, net of unamortized
deferred financing costs		10,667,258		10,881,704
Total current liabilities		20,397,333		20,077,584

Deferred revenues, net of current portion		1,407,169		1,390,155
Operating leases, net of current portion		—		96,268
Paycheck Protection Program Loan		2,000,000		2,000,000

Total liabilities		23,804,502		23,564,007

Member’s equity		27,998,293		25,123,383
Total liabilities and member’s equity	$	51,802,795	$	48,687,390

See notes to condensed consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

~~CONDENSED~~CONSOLIDATED STATEMENTS OF OPERATIONS AND CHANGES IN MEMBER’S EQUITY

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Resort revenues:
Room revenues	$	1,759,870		$	2,058,771		$	8,706,887		$	9,595,866
Other resort revenues		4,870,549			4,639,676			24,209,070			23,047,282
Total resort revenues		6,630,419			6,698,447			32,915,957			32,643,148
Costs and expenses:
Operating costs and expenses		3,830,178			3,797,916			14,948,423			14,281,251
General and administrative		4,532,937			4,725,903			16,763,127			16,650,727
Depreciation and amortization		514,573			583,928			1,613,210			1,886,531
Total costs and expenses		8,877,688			9,107,747			33,324,760			32,818,509
Operating loss		(2,247,269	)		(2,409,300	)		(408,803	)		(175,361	)
Interest expense		(179,406	)		(155,123	)		(562,093	)		(325,439	)
Net loss		(2,426,675	)		(2,564,423	)		(970,896	)		(500,800	)
Member's equity, beginning of period		24,395,591			25,493,181			22,939,812			37,772,049
Member distributions		-			(2,388	)		-			(14,344,879	)
Member's equity, end of period	$	21,968,916		$	22,926,370		$	21,968,916		$	22,926,370

See accompanying notes to unaudited condensed financial statements.


	Three months ended March 31,
	2022		2021
Revenues:
Room revenues	$	3,459,770	$	1,853,088
Other revenues		11,418,717		7,444,815
Total revenues		14,878,487		9,297,903

Costs and expenses:
Operating costs and expenses		4,921,626		4,016,136
General and administrative		6,353,378		3,602,672
Depreciation and amortization expense		644,902		658,582
Total costs and expenses		11,919,906		8,277,390

Operating income		2,958,581		1,020,513

Interest expense		(83,671)		(90,095)

Net income		2,874,910		930,418

Member’s equity, beginning of period		25,123,383		22,400,795
Member’s equity, end of period	$	27,998,293	$	23,331,213

See notes to condensed consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

~~CONDENSED~~CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended September 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(970,896	)	$	(500,800	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		1,613,210			1,886,531
Amortization of deferred financing costs		47,742			31,828
Provision for bad debts		31,010			9,020
Deposits and other assets		(3,812	)		(40,711	)
Other changes in operating assets and liabilities		884,936			795,295
Net cash provided by operating activities		1,602,190			2,181,163
Cash flows from investing activities:
Purchases of property and equipment		(351,405	)		(298,646	)
Due from affiliates		156,243			-
Net cash used in investing activities		(195,162	)		(298,646	)
Cash flows from financing activities:
Proceeds from notes payable		-			15,000,000
Repayment of note payable		(543,431	)		(324,482	)
Repayment of capital lease obligations		(312,262	)		(305,819	)
Payment of deferred financing costs		-			(318,278	)
Member distributions		-			(14,344,879	)
Net cash used in financing activities		(855,693	)		(293,458	)
Net change in cash and restricted cach		551,335			1,589,059
Cash and restricted cash, beginning of period		2,293,196			1,141,869
Cash and restricted cash, end of period	$	2,844,531		$	2,730,928
Supplemental disclosure of cash flow information:
Cash paid for interest	$	554,863		$	251,709

See accompanying notes to unaudited condensed financial statements.


	Three months ended March 31,
	2022		2021
Cash flows from operating activities:
Net income	$	2,874,910	$	930,418
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for bad debts		3,400		7,210
Depreciation and amortization		644,902		658,582
Amortization of deferred financing costs		17,268		16,817
Amortization of lease right-of-use assets		91,343		88,053
Changes in operating assets and liabilities:
Accounts receivable		(862,377)		(491,164)
Inventories and supplies		(84,176)		(3,599)
Prepaid expenses and other current assets		56,631		128,275
Accounts payable		(11,668)		(725,305)
Accrued liabilities and Rental Pool liability		303,398		1,243,334
Deferred revenues		43,293		(123,052)
Deposits and other assets		(70,346)		(1,107)
Due to/from affiliates, net		208,469		(63,195)
Operating lease liabilities		(91,343)		(88,053)
Net cash provided by operating activities		3,123,704		1,577,214

Cash flows from investing activities:
Cash paid for deferred contract costs		(4,689)		(113,257)
Purchases of property and equipment		(226,107)		(168,228)
Net cash used in investing activities		(230,796)		(281,485)

Cash flows from financing activities:
Repayments of note payable		(231,714)		(228,286)
Net cash used in financing activities		(231,714)		(228,286)

Net change in cash and restricted cash		2,661,194		1,067,443

Cash and restricted cash, beginning of period		5,267,750		4,041,422
Cash and restricted cash, end of period	$	7,928,944	$	5,108,865

Supplemental disclosure of cash flow information:
Cash paid for interest	$	82,768	$	19,659

See notes to condensed consolidated financial statements.

Table of Contents

SALAMANDER INNISBROOK, LLC

NOTES TO ~~CONDENSED~~CONSOLIDATED FINANCIAL STATEMENTS ~~(Unaudited)~~

~~Note 1. Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies~~ (Unaudited)

1. Nature of ~~business~~Business

Salamander Innisbrook, LLC (the “Company”~~, “we”, “us”, or “our”~~), ~~together~~own ~~with our affiliates, Salamander Innisbrook Securities, LLC,~~ and ~~Salamander Innisbrook Condominium, LLC owns and~~ operates the Innisbrook Resort and Golf Club (the “Resort”). The Company is owned by a sole member who does not have any personal liability for any of the Company’s obligations except as expressly provided by law and/or ~~contract~~contractual obligation. The Company owns three condominiums under Salamander Innisbrook Condominiums, LLC.

The Company controls and operates the Rental Pool Lease ~~Operations~~Operation (the “Rental Pool”);, a securitized pool of condominiums owned by participating condominium owners (the “Participating Owners”) and rented as hotel rooms to guests of the Resort (an average of ~~346~~251 units or ~~431~~ 297 hotel rooms participate at any given time). Pursuant to the Innisbrook Rental Pool Master Lease Agreement, dated January 1, 2014 (the “Master Lease” or “MLA”), ~~the Company is obligated to make~~ quarterly distributions of a percentage of room revenues. are required to be made to the condominium owners participating in the Rental Pool. Other resort facilities include four 18-hole golf courses, four restaurants, three convention facilities, a health spa, fitness center, tennis and recreation facilities, themed water park and five swimming pools.

~~Basis of presentation~~

The accompanying condensed financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Quarterly Report on Form 10-Q. Consequently, they do not include all disclosures normally provided in the audited financial statements included in the Company’s Annual Report on Form 10-K. Accordingly, these condensed financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

In the opinion of management, the condensed financial statements reflect all adjustments which are necessary for a fair presentation of the financial information. All such adjustments are of a normal recurring nature.

As a destination golf resort, open year round, the Resort’s performance is sensitive to weather conditions and seasonality as well as general trends in the economy, with economic downturns adversely affecting our operating results2. ~~Our~~Summary ~~operations are seasonal with the highest volume~~ of ~~revenue~~Significant ~~generated~~Accounting in the first two quarters of each calendar year. Due to the seasonal business of the Company, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.Policies

~~Use~~Principles of ~~Estimates~~Consolidation -– The ~~preparation~~accompanying ofconsolidated financial statements ininclude ~~conformity with accounting principles generally accepted in~~ the ~~United~~accounts ~~States of America requires management to make estimates~~ and ~~assumptions~~balances ~~that~~of ~~affect~~ the ~~reported~~Company ~~amounts of assets~~ and ~~liabilities~~its ~~and~~wholly ~~disclosure~~owned ofsubsidiaries, ~~contingent~~Salamander ~~assets~~Innisbrook ~~and~~Securities, ~~liabilities at~~LLC ~~the date of the financial statements~~ and ~~the~~Salamander ~~reported~~Innisbrook ~~amounts~~Condominium, ofLLC ~~revenues~~(hereinafter ~~and~~collectively ~~expenses~~referred ~~during the reporting period. Estimates that are critical~~ to ~~the~~as ~~accompanying condensed financial statements include our belief that long-lived assets~~“we”, ~~including intangibles~~“us”, ~~are~~ ~~recoverable,~~or ~~and~~ “our ~~estimates of the average lives of memberships from which we base our revenue recognition are reasonable~~”). ~~Estimates~~ All ~~and~~significant ~~assumptions~~intercompany ~~are~~balances ~~reviewed periodically~~ and ~~the~~transactions ~~effects~~have ofbeen ~~revisions~~eliminated ~~are reflected~~ in ~~the period they are determined to be necessary~~consolidation. ~~It is at least reasonably possible that our estimates could change in the near term. Future results could be materially affected if actual results differ from these estimates and assumptions.~~

~~Revenue~~Statements ~~Recognition~~of Cash Flows - For purposes of the statements of cash flows, we consider all liquid investments purchased with an original maturity of three months or less to be cash equivalents.

~~Our~~Restricted ~~revenue~~Cash is- ~~derived~~Restricted ~~from~~cash aconsists ~~variety of~~primarily ~~sources including, but not limited to, hotel, food and beverage operations, retail sales and golf course operations. With the exception~~ of ~~membership~~funds ~~dues~~held ~~and~~in ~~initiation~~a ~~fees,~~reserve ~~all~~account ~~revenues net of any sales and other taxes collected are recognized~~ as ~~products are~~required ~~delivered~~under or services are performed, as incurred. The membership dues are recognized ratably over the applicable period (three months to one year depending on type of membership). The membership initiation fees at the Resort are nonrefundable and are initially recorded to deferred revenue and amortized over the average life of a ~~membership~~note ~~which,~~payable ~~based~~agreement onexecuted ~~historical~~March ~~information~~28, is2017 ~~ten years~~with ~~for~~Truist ~~full~~Bank ~~golf~~(formerly ~~memberships~~known ~~and~~as ~~five~~Branch ~~years~~Banking ~~for resort~~ and ~~executive~~Trust ~~golf~~Company ~~memberships. Refer to~~ (“~~Recent Accounting Pronouncements~~BB&T” ~~for~~)) ~~further~~(Note ~~discussion~~10).

The following tables provide additional detail, by consolidated financial statement line item, of the composition of cash and restricted cash in the accompanying statements of cash flows for the quarters ended March 31, 2022 and 2021:


	2022		2021
Cash	$	5,887,718	$	3,066,785
Restricted cash		2,041,226		2,042,079
	$	7,928,944	$	5,108,864

Revenues, Deferred Revenue and Accounts Receivable - Revenues are derived from a variety of sources including, but not limited to, hotel, food and beverage operations, retail sales, golf course operations and commissions on real estate transactions. With the exception of initiation fees and membership dues, all revenues net of any sales and other taxes collected are recognized as products are delivered or services are performed.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under the new revenue recognition standard. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is transactional and the contracts performance obligation is generally satisfied at the time of the transaction.

Revenues from performance obligations satisfied over time include membership dues, annual fees and initiation fees. The membership initiation fees at the Resort are nonrefundable and are initially recorded when received as deferred revenue and amortized over the average life of a membership which, based on historical information, is deemed to be ten years for full golf members and five years for resort and executive memberships. Membership dues and annual fees are recognized over the applicable membership period (three months to one year depending on type of membership).

~~Recent~~Table ~~Accounting~~of ~~Pronouncements~~Contents

InAccounts ~~May~~receivable ~~2014,~~represent ~~the~~amounts ~~Financial~~due ~~Accounting Standards~~from ~~Board,~~our ~~or the FASB~~memberships, ~~issued~~resort ~~Accounting~~guests ~~Standards~~and ~~Update,~~companies or ~~ASU,~~individuals ~~No.~~that ~~2014-09,~~held ~~Revenue~~conferences ~~from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods~~ or ~~services~~group tostays ~~customers.~~at ~~ASU No. 2014-09 replaced most existing revenue recognition guidance in GAAP when it became effective. In July 2015,~~ the ~~FASB voted to defer the effective date to January 1~~Resort, ~~2018~~net ~~with early adoption beginning January 1, 2017. The standard permits the use~~ of ~~either~~ the ~~full~~allowance ~~retrospective~~for ordoubtful ~~modified retrospective adoption~~accounts. We ~~completed~~perform ~~our~~periodic ~~evaluation~~credit ofevaluations ~~the effect that ASU No. 2014-09 had on our financial statements and our evaluation~~ of our ~~revenue~~customers ~~streams (ie: Rooms, Food & Beverage, Golf~~ and ~~Membership)~~members ~~under the new standard. Because of the short-term day-to-day nature of our hotel revenues as well as the future treatment of revenues related to future events~~ and ~~membership,~~generally wedo ~~determined that the pattern of revenue recognition did~~ not ~~change significantly.~~require Wecollateral ~~evaluated~~because ~~how~~ we ~~recognize~~believe ~~revenue~~we ~~related~~have toprocedures ~~initiation~~in ~~deposits~~place ~~when adopting ASU 2014-09 and determined that we will continue~~ to ~~recognize~~minimize ~~revenue over a period of time which represents~~ the ~~pattern~~possibility of ~~transfer~~significant oflosses ~~our services to our members~~occurring. We ~~will~~Companies ~~also~~with ~~continue~~a ~~recognizing~~recent ~~revenue~~prior ~~over~~direct ~~the~~billing ~~estimated~~positive ~~life~~history ofwith the ~~member~~Resort ~~and~~are asgranted acredit ~~result~~for ~~the~~billing. ~~adoption~~If ofcompanies ~~ASU~~have ~~2014-09 did~~ not ~~impact~~been ~~how~~to wethe ~~recognize~~Resort ~~member~~within ~~revenue. The Company adopted this standard on its effective date of January 1, 2018 under~~ the ~~modified~~ ~~retrospective~~past ~~method.~~two ~~No adjustment was recorded to our opening balance of retained earnings on January 1~~years, ~~2018~~an asupdated ~~there was~~credit noevaluation ~~impact~~is ~~to our net income~~conducted. ~~Additionally,~~Terms ~~comparative~~are ~~information~~negotiable ~~beginning~~by ingroup ~~2018~~contract, ~~was~~but ~~not~~invoices ~~restated~~are ~~and~~typically ~~will~~due ~~continue~~30 ~~to be~~days ~~reported~~from ~~under Revenue Recognition (Topic 605). We also expect that~~ the ~~effect~~receipt of ~~adoption of ASU No~~invoice. ~~2014-09 will be immaterial to us on an on-going basis.~~

InWe ~~November~~review ~~2016,~~accounts ~~the~~receivable ~~FASB~~monthly ~~issued ASU~~to ~~No.~~determine ~~2016-18,~~if ~~“Classification~~any ofreceivables ~~Restricted~~are ~~Cash,”~~uncollectible. ~~which~~Any ~~requires~~receivable ~~that~~considered ~~amounts~~to ~~generally described as restricted cash and restricted cash equivalents~~ be ~~included~~doubtful ~~with cash and cash equivalents when reconciling the beginning-~~of~~-period~~ ~~and~~collection ~~end-of-period total~~is ~~amounts~~included ~~shown~~in on the ~~statement~~allowance offor ~~cash~~doubtful ~~flows~~accounts. The ~~This~~balances ~~standard~~in isthe ~~effective~~allowance for ~~the~~doubtful ~~first~~accounts ~~annual~~were ~~period~~$34,714 ~~beginning~~and ~~after December 15~~$39,972 ~~2017,~~as ~~including~~of ~~interim~~March ~~periods~~31, ~~within~~2022 ~~those~~and ~~periods.~~December ~~Early~~31, ~~adoption~~2021, ~~is permitted~~respectively. After ~~The~~all ~~Company~~attempts ~~adopted~~to ~~this~~collect ~~standard~~the onreceivable ~~January 1,~~have ~~2018. As a result~~failed, ~~restricted cash reserves are included with cash on~~ the ~~Company’s~~receivable ~~condensed~~is ~~statements~~written ofoff ~~cash~~against ~~flows. The adoption did not change~~ the ~~presentation of the Company’s condensed balance sheets~~allowance.

In ~~February 2016~~addition, ~~the~~gift ~~FASB~~card ~~issued ASU~~purchases ~~No.~~and ~~2016-02,~~advanced ~~Leases,~~event ~~requiring~~deposits ~~lessees~~are tocollected ~~recognize~~and adeferred ~~right-of-use asset~~ and arecognized ~~lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified~~ as ~~either operating or finance leases in the~~ income ~~statement.~~as ~~The effective date of~~ the ~~new~~service ~~standard for public companies~~ is ~~for~~performed ~~fiscal~~at ~~years~~a ~~beginning after~~future ~~December 15, 2018 and interim periods within those fiscal years~~date. Deferred ~~Early~~revenue ~~adoption~~includes ~~was~~unrecognized ~~permitted.~~initiation ~~The~~fee ~~Company~~liabilities, ~~adopted~~unearned ~~this~~member ~~standard on its effective date of January 1~~dues, ~~2019~~gift ~~under~~card ~~the~~liability ~~modified retrospective method~~ and ~~using~~advanced ~~the~~events ~~optional~~deposits. Deferred ~~transition~~revenue ~~method~~was ~~to apply the new lease accounting standard prospectively~~ as offollows ~~January 1, 2019, rather than~~ as of the earliest period presented. Adoption of this standard resulted in the recording of net operating lease right-of-use (“ROU”) assets of approximately $251,000 included in property, building and equipment, net, and corresponding operating lease liabilities of approximately $247,000. The adoption did not materially impact the Company’s statements of operations or cash flows. .:

The following table provides additional detail, by financial statement line item, of the ASU 2016-18 impacts in our condensed statements of cash flows for the nine months ended September 30, 2018 and 2017.


	March 31,		December 31,
	2022		2021
Current portion of deferred revenues	$	4,442,550	$	4,416,271
Deferred revenues, net of current portion		1,407,169		1,390,155
	$	5,849,719	$	5,806,426

Practical Expedients and Exemption - There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and our disclosures. In our adoption and application of ASC 606, we elected to treat similar contracts (primarily initiation fee contracts) as part of a portfolio of contracts, primarily initiation fee contracts. The contracts have the same provisions and we believe our revenues would not be materially different if we had chosen to treat each contract separately.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates that are critical to the accompanying consolidated financial statements include our beliefs that all of our long-lived assets, are recoverable, that our estimates of the average lives of memberships from which we base our revenue recognition are reasonable and that no significant loss will result from the resolution of the litigation discussed in Note 5. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the periods they are determined to be necessary. It is at least reasonably possible that our estimates could change in the near term with respect to these matters.

Concentrations of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and accounts receivable. Cash consists of bank deposits which may, at times, exceed federally insured limits. No losses have been experienced in such accounts.

We used the following methods and assumptions in estimating the fair values of our financial instruments:

●

Accounts receivable and accounts payable: Due to their short-term nature, the carrying amounts reported on the accompanying consolidated balance sheets for these accounts approximate their fair values.

●

Deferred revenues: The carrying amounts of these accounts approximate their fair values because they approximate their net present values considering relevant risk factors.

●

Debt: The carrying values of variable rate debt financing reflected in the balance sheets at March 31, 2022 and December 31, 2021 approximates their fair values as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

Liquidity – Our consolidated financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We suffered a significant net loss in 2020 primarily as a result of the COVID- 19 pandemic which forced us to temporarily close the Resort in 2020 and resulted in numerous cancellations. While this pandemic remains a rapidly evolving situation, our results of operations and financial position

	As Reported		ASU 2016 - 18		Reported
	(Pre-Adoption)		Impact		(Post- Adoption)
Nine months ended September 30, 2018
Cash and restricted cash, end of period, shown in the statement of cash flows	$	330,790	$	2,513,741	$	2,844,531
		As Reported		ASU 2016 - 18		Reported
		(Pre-Adoption)		Impact		(Post- Adoption)
Nine months ended September 30, 2017
Cash and restricted cash, end of period, shown in the statement of cash flows	$	1,227,800	$	1,503,128	$	2,730,928

Table of Contents

~~Reclassifications~~have improved considerably in the first quarter of 2022 and throughout 2021 as various restrictions resulting from the pandemic have been relaxed, and we are hopeful that such trend will continue throughout the remainder of 2022 and beyond. However, the extent of the impact of COVID‐19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the markets in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

~~Certain~~Irrespective ~~amounts~~of in the ~~prior~~above, ~~period~~we ~~financial~~believe ~~statements~~that ~~have been~~our ~~reclassified~~cash toon ~~conform~~hand and additional cash generated from operations will be adequate to ~~the~~meet ~~presentation~~our ofoperating and capital obligations for the ~~current~~next ~~period~~twelve ~~financial~~months, ~~statements~~and that if any short-term cash needs are necessary that our member will continue to provide capital to fund some needs.

~~Note~~We 2also have a debt obligation that requires a balloon payment of approximately $10,746,000 in July 2022. ~~Accounts~~We ~~Receivable~~are currently in negotiations with the lender to refinance the indebtedness and anticipate being able to consummate a long-term refinancing. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

~~Accounts~~Inventories ~~receivable~~and ~~consist~~Supplies of- ~~the~~Inventories ~~following~~and assupplies are recorded at the lower of ~~September 30~~cost, ~~2018~~on ~~and~~a ~~December~~first-in, 31first-out basis, ~~2017:~~or market.

	September 30, 2018			December 31, 2017
Trade accounts receivable	$	1,167,051		$	1,812,660
Other receivables		80,097			211,027
Less allowance for bad debts		(45,671	)		(31,843	)
	$	1,201,477		$	1,991,844

Property, Buildings and Equipment, net – Property, buildings and equipment are stated at cost less accumulated depreciation and amortization. We capitalize any asset purchase of $1,000 or more with an estimated useful life of at least three years. Depreciation and amortization are recorded using the straight-line basis over the shorter of the estimated useful lives of the assets, or if applicable, the lease terms. Estimated useful lives are generally as follows:

~~Note 3. Property, Buildings and Equipment~~

Property, buildings and equipment consist of the following as of September 30, 2018 and December 31, 2017:


		Average Lives
Category		(in Years)
Buildings		40
Land improvements		20
Machinery and equipment		3 to 7
Assets recorded under finance leases		3 to 4

	September 30, 2018			December 31, 2017
Land and land improvements	$	21,603,610		$	21,603,610
Buildings		25,460,387			25,460,387
Furniture, fixtures and equipment		12,238,845			12,014,451
Construction in progress		179,280			52,269
		59,482,122			59,130,717
Less accumulated depreciation		(24,613,275	)		(23,000,065	)
	$	34,868,847		$	36,130,652

~~Note~~Impairment 4of Long-Lived Assets - We regularly review long-lived assets for impairment by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If ~~Commitments~~it is determined that an impairment loss has occurred, the loss is recognized during that period. Any impairment loss would be calculated as the difference between asset carrying values and ~~Contingencies~~fair value as determined by prices of similar items and other valuation techniques, giving consideration to recent operating performance and pricing trends. There were no impairment losses during the quarters ended March 31, 2022 and 2021.

InIntangibles ~~the~~- ~~normal~~Our ~~course~~indefinite life intangibles consist of our ~~operations~~trade name valued at $2,300,000 weand ~~are~~a ~~periodically subject~~water tocontract ~~claims~~valued ~~and~~at ~~lawsuits~~$2,030,001, respectively. ~~However,~~We noevaluate ~~such~~intangible ~~matters~~assets ~~existed~~for atimpairment ~~September~~annually 30(or earlier if a significant event occurs that may indicate that the assets may not be recoverable). Factors we consider important, ~~2018~~which could indicate impairment, include the following: (1) significant under-performance relative to historical or ~~December~~projected future operating results; (2) significant changes in the manner of the use of the acquired assets or the strategy for our overall business; and (3) significant negative industry or economic trends. There were no impairment losses during the quarters ended March 31, ~~2017~~2022 and 2021.

Deferred Financing Costs – Deferred financing costs, which arose from costs incurred to originate the financing discussed at Note 510, are being amortized to interest expense over the term of the related indebtedness. The ~~Related~~unamortized ~~Party~~portions ~~Transactions~~of these costs are reflected as reductions of such debt.

WeDeferred ~~incurred~~contract ~~management~~costs, ~~fees~~net to– anDeferred ~~affiliate~~contract ~~of $198~~costs,~~227~~ ~~and $199,532~~which ~~for~~arose from the ~~three~~costs ~~month~~of ~~periods~~obtaining ~~ended~~long ~~September~~term ~~30,~~commitments ~~2018~~on ~~and~~rental ~~2017,~~pool ~~respectively,~~agreements ~~and~~that ~~$986,733~~we ~~and~~would ~~$978,320~~not ~~for~~have incurred if the ~~nine~~pool ~~months periods~~participants ~~ended~~did ~~September~~not ~~30,~~commit ~~2018~~to ~~and~~five-year ~~2017~~contracts, ~~respectively. These fees~~ are ~~included~~being inamortized ~~general~~over ~~and~~the ~~administrative~~contract ~~expenses~~lives inusing the ~~condensed~~ ~~statements~~straight-line ~~of operations and changes in member’s equity~~method.

Advertising - Advertising costs, which are expensed as incurred, were $151,884 and $140,156 for the quarters ended March 31, 2022 and 2021, respectively.

~~Golf~~Table ~~Host Securities, Inc. is a fully owned subsidiary~~ of Salamander Farms, LLC, our sole member. It operates as an on-site real estate broker at the Resort for the resale of the condominium units with a Rental Pool option. The brokers are required to have specific broker/dealer licenses to present all of the disclosures associated with the investment. Approximately $7,750 was paid to the Company for rent and related accounting services for each of the three month periods ended September 30, 2018 and 2017, and approximately $23,250 was paid to the Company for rent and related accounting services for each of the nine month periods ended September 30, 2018 and 2017.Contents

AtLeases ~~September~~- ~~30,~~Leases ~~2018~~are ~~and~~classified ~~December~~as ~~31,~~finance ~~2017,~~leases or operating leases dependent on whether the ~~amounts~~lease ~~due from~~transfers ~~affiliates~~substantially all of ~~$274,039~~the benefits and ~~$430,282,~~risks ~~respectively,~~of ownership of property. Assets and liabilities are ~~non-~~recorded at amounts equal to the present value of the minimum lease payments at the beginning of the lease term. Interest expense relating to the lease liabilities is recorded to affect constant rates of interest ~~bearing,~~over ~~unsecured~~the ~~and~~terms ~~due~~of onthe ~~demand~~leases. See Note 4 for additional information.

~~The~~Income ~~Innisbrook~~Taxes ~~Rental~~With ~~Pool~~the ~~Lease~~exception ~~Operation~~of ~~paid~~an usentity ~~$67,655~~owned ~~and $127,922~~by ~~for~~Salamander ~~the~~Innisbrook ~~three~~Securities, ~~month~~LLC ~~periods~~for ~~ended~~which ~~September~~income ~~30,~~taxes ~~2018~~have ~~and~~been ~~2017,~~minimal ~~respectively,~~the ~~and $242~~Company,~~060~~ and ~~$303,284~~its ~~for~~subsidiaries ~~the~~are ~~nine~~single-member ~~month periods~~limited ~~ended~~liability ~~September 30~~companies, ~~2018~~ and ~~2017~~therefore, ~~respectively,~~no asprovision ~~reimbursement~~or liability for ~~maintenance~~federal ~~and~~or ~~housekeeping~~state ~~labor,~~income ~~use~~taxes ofhas ~~the~~been ~~telephone lines~~included ~~and~~in ~~other~~the ~~supplies.~~accompanying ~~These~~consolidated ~~reimbursements~~financial ~~are~~statements. The ~~included~~results inof ~~general~~our ~~and~~consolidated ~~administrative~~operations ~~expenses~~are included in the ~~condensed~~income ~~statements of~~tax ~~operations~~return ~~and~~of ~~changes~~our in member~~’s equity~~.

~~The Company has recorded the estimated quarterly Rental Pool distribution liability of $569,713 and $961,654 at September 30, 2018 and December 31, 2017, respectively.~~

~~Note 6. Note Payable~~

On March 28, 2017, the Company and Salamander Innisbrook Condominium, LLC, a related party, obtained a loan in the amount of fifteen million dollars ($15,000,000) from Branch Banking and Trust Company (BB&T)3. ~~The loan is to be repaid over a five (5) year period in monthly installments of principal plus interest based on a 15 year amortization schedule commencing on May 5~~Property, ~~2017,~~Buildings ~~with the remaining unpaid balance due in full on April 5, 2022. The interest for the loan is the one month LIBOR rate plus two~~ and one quarter percent (2.25%) per annum adjusted monthly on the first day of each LIBOR interest period (4.515% as of September 30, 2018). The loan is collateralized by the real and personal property of the Company and Salamander Innisbrook Condominium, LLC, the assignment and/or subordination of leases and our management agreement with an affiliate and guarantees by certain affiliates. We have distributed these funds to our Member as a partial return of the capital it has invested. As of September 30, 2018, the carrying value of the loan approximates fair value.Equipment

~~The loan agreement contains customary financial covenants~~Property, ~~including a covenant to maintain a debt service coverage ratio of at least 1.10 to 1.0~~buildings, ~~measured annually at the end of each fiscal year~~ and aequipment ~~covenant~~consist ~~to maintain a tangible net worth~~ of ~~not less than $15,000,000 at all times. In April 2019, we entered into an amendment to~~ the ~~loan~~following ~~agreement~~as ~~which~~of ~~waived~~March ~~the debt service coverage ratio requirement for the year ended December~~ 31, ~~2018~~2022 and ~~reduced the debt service coverage ratio requirement to at least 1.0 to 1.0 for the fiscal year ending~~ December 31, ~~2019. The debt service coverage ratio requirement returns to at least 1.10 to 1.0 for the fiscal year ending December 31, 2020 through maturity.~~2021:

As part of our loan agreement, we deposited $1,500,000 into a cash reserve account in March 2017. On February 27, 2018, we deposited an approximate amount of $1,000,000 into such account as required. The reserve account is restricted and may not be used to service the loan.

We incurred financing costs of $318,279, which were deferred and are being amortized over the term of the loan using a method that approximates the effective interest method. These costs have been reflected as a reduction of the note payable.


	March 31, 2022		December 31, 2021
Land and land improvements	$	21,468,424	$	21,468,424
Buildings		28,161,755		28,161,755
Furniture, fixtures and equipment		10,995,538		11,004,343
Construction in progress		588,495		362,388
		61,214,212		60,996,910
Less accumulated depreciation and amortization		(28,978,199)		(28,572,835)
	$	32,236,013	$	32,424,075

~~Below is a table of scheduled maturities of our note payable for the years ending December 31,~~

Depreciation and amortization expense was $414,169 and $479,596 for the quarters ended March 31, 2022 and 2021, respectively.

4. Leases

Operating Leases

On December 20, 2018, we entered into a master lease agreement with DLL Finance, LCC for under which we have three leases of golf carts and utility vehicles. Total monthly payments under the leases of $32,300 commenced in April 2019, and continue for a period of 48 months.

As of March 31, 2022, the remaining lease terms in years approximated one year and the discount rate was 4.41%. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease terms. Future minimum lease payments under operating leases for the remaining nine months ended December 31, 2022 and the year ended December 31, 2023 are as follows:


Years Ending December 31,
2022 (Remaining 9 months)	$	290,594
2023		96,865
Total future minimum lease payments		387,459

Less imputed interest		(8,315)

Total present value of future minimum lease payments	$	379,144

Operating lease expense approximated $96,750 for each of the quarters ended March 31, 2022 and 2021, respectively.

5. Contingency

We are currently involved in certain litigation arising from an Agri-credit construction contract we entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The renovation was performed as a “Turn-Key” project with each Participating Owner paying their respective share of the total costs. We, and the Lessors' Advisory

2018 (remaining 3 months)	$	196,527
2019		805,102
2020		836,378
2021		868,870
2022		11,228,871
		13,935,748
Less unamortized deferred financing costs		(222,795	)
	$	13,712,953

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~~Note~~Committee 7of the Rental Pool (“LAC”), jointly supervised the renovation. ~~Leases~~On January 23, 2019, we terminated the contract with AMH for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed a response to our suit including a counterclaim in the amount of $890,751. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Depositions were conducted and the case was mediated on May 19, 2022. Subsequently, a settlement offer was accepted. Currently, we are working to agree upon and execute a confidential settlement agreement.

~~On August 1, 2015, we entered into a new master lease agreement with Agricredit-Acceptance, LLC for vehicles by Club Car, LLC~~6. ~~The~~Retirement ~~agreement~~Plan replaced our expired lease agreement and provides for two leases, golf carts and utility vehicles, with payments commencing in December 2015. The term of each lease is 48 months and the monthly lease payments are approximately $21,200 and $11,100, respectively. Lease expense amounted to approximately $291,000 for each of the nine month periods ended September 30, 2018 and 2017. Future minimum lease payments under operating leases for the years ended December 31 are as follows:

		2018				2019				Total
Agri Credit - golf & utility carts		$	94,048			$	219,445			$	313,493

We sponsor a defined contribution retirement plan, which provides retirement benefits for all eligible employees. Employees must fulfill a 90-day service requirement to be eligible to participate in this plan. We match one half of the first 6% of the contributions of each employee. We made matching contributions of approximately $62,500 and $50,500 for the quarters ended March 31, 2022 and 2021, respectively.

During the fourth quarter of 2014, the Company entered into a master lease agreement with PNC Equipment Finance, LLC for the lease of golf course equipment. The Company is obligated under five capital leases that were recorded in the first quarter 2015 when all of the equipment was received. The term of each lease is 60 months, with interest rates ranging from 2% to 4.45%, and the monthly lease payments vary in amount. The leases contain bargain purchase options that allow us to purchase the leased equipment for a minimal amount upon the expiration of the lease term. Equipment acquired under capital leases is pledged as collateral to secure the performance of the future minimum lease payments. Future minimum lease payments under capital leases for the years ended December 31 are as follows:

Years ending December 31,
2018 (remaining 3 months)	$	114,442
2019		459,331
2020		116,925
Total future minimum lease payments		690,698
Less amount representing interest and taxes		(52,032	)
Present value of future minimum lease payments		638,666
Less: current maturities		(424,028	)
Obligations under capital leases - long term	$	214,638

~~Note 8~~7. ~~Legal~~Rental ~~Proceedings~~Pool Operations

In December 2013, we entered a Master Lease Agreement (“Agreement”) with the Rental Pool’s Lessors Advisory Committee (“LAC”). The ~~Company~~Agreement iscommenced ~~periodically~~on ~~involved~~January in1, ~~litigation~~2014 for a period of ten years, replacing all lease agreements previously in existence. Under the ~~normal course~~Agreement, the Resort pays the Participant a quarterly distribution equal to 40% of ~~operations~~the Adjusted Gross Revenues on the first $10 million, 45% between $10 million and $11 million, and 50% above $11 million. The InParticipants are also entitled to 35 nights in-season and complimentary gift certificates for golf and food & beverage. Their guests will be entitled to the ~~opinion~~same ofprivileges as the ~~Company~~Participants when occupying the participant’s ~~management~~units. As of March 31, 2022 and 2021, amounts available to Participants under the ~~effect~~Agreement ofapproximated ~~these~~$1,594,500 ~~claims~~and $1,279,200. ifThe ~~any~~March 31, is2022 ~~not~~balance, ~~material~~along to with the ~~Company’s~~incentive ~~financial~~discussed ~~condition~~in ~~and~~the ~~results~~following ofparagraph ~~operations~~is reflected as a Rental Pool liability in our March 31, 2022 consolidated balance sheet. The liabilities were paid in 2022 and 2021, respectively.

On ~~January~~August 1620, ~~2015~~2018, wethe ~~entered into~~Second aAddendum ~~settlement~~to ~~agreement and release with our former insurance carrier whereby~~ the ~~parties~~Master ~~mutually~~Lease ~~released~~Agreement ~~and~~became ~~resolved all disputes~~effective. WeThe ~~agreed~~addendum todefined ~~provide~~the aTurn-Key ~~credit~~renovation, ~~towards~~the ~~future~~customization ~~resort~~of ~~usage~~certain tounits bethat ~~used~~did ~~over~~not require a ~~three-year~~full ~~period~~renovation, ~~which~~and ~~commenced~~provided onfor ~~March 1,~~an ~~2015.~~incentive ~~The~~payment ~~credit,~~plan ~~which~~(“Incentive”) ~~approximated~~to ~~$350,000,~~be ispaid ~~divided~~by ~~equally~~us ~~among~~to the ~~three-year~~Participants. ~~period~~The ~~with~~Incentive noprovides ~~rollover~~for ofa ~~unused~~quarterly ~~amounts from~~payment ~~one year~~ to ~~another.~~each ~~At September 30~~participant, ~~2018,~~beginning ~~our~~on ~~remaining~~January ~~liability~~1, ~~under~~2019 ~~this~~and ~~arrangement~~ending ~~was~~on ~~$42~~December 31,~~000.~~ ~~In April 2018~~2023, ~~we agreed~~so tolong ~~extend~~as the ~~credit~~unit ~~through~~continues ~~October~~to ~~2018~~participate asin ~~our~~the ~~client~~Rental ~~committed~~Pool. toIncentive ~~host~~payments ~~two~~due ~~additional~~as ~~meetings~~of atMarch ~~the~~31, ~~resort.~~2022 Asand of2021 ~~the date~~totaled of$95,501 ~~this~~and ~~report~~$78,784, ~~there~~respectively. ~~was~~The noamounts ~~remaining~~were ~~liability~~paid ~~under~~in ~~this~~2022 ~~agreement~~and 2021, respectively.

On July 2, 2019, the Third Addendum to the MLA became effective. The addendum provided with two options for funding of the cost overruns created by the default of AMH. The first option provided that we would fund the cost overruns in exchange for the Participating Owner’s dedication of their unit to the Rental Pool as evidenced by a Memorandum of Lease recorded against the title of such participant’s unit in the land records of Pinellas County. The second option provided an additional incentive payment equal to the cost overrun amount in the form of quarterly payments, adjusted annually, resulting in a reimbursement of 10% of the total amount in 2019, 15% in 2020, 20% in 2021, 25% in 2022, and the remainder in 2023. Participants choosing option 1 represented 192 units (233 doors) and Participants choosing option 2 represented 13 units (15 doors). For option 1, we paid Participants $3,146,363 in 2019, which amount is being amortized over the five-year term of the participants’ lease dedication beginning January 1, 2019 and ending on December 31, 2023. Amortization expense of this asset (i.e. Deferred Contract Costs) during the quarters ended March 31, 2022 and 2021 approximated $230,700 and $231,900, respectively, and are included in depreciation and amortization expense.

Below is a table outlining future amortization of deferred contract costs for the nine months ended December 31, 2022 and the year ending December 31, 2023.


2022 (Remaining nine months)	$	698,549
2023		924,593
Total deferred construction costs	$	1,623,142

~~Note~~Table 9.of ~~Subsequent events~~Contents

~~In April 2019 the Company agreed to modify the Loan Agreement (Agreement) dated March 28, 2017 and agreed to the release of $500,000 from the Cash Reserve Account prescribed in Section 2~~8.~~01(g) of~~ ~~the~~Other ~~Agreement~~Related ~~which~~Party was used to pay down the principle. The amendment also waived the debt service coverage ratio requirement for the year ended December 31, 2018 and reduced the debt service coverage ratio requirement to at least 1.0 to 1.0 for the fiscal year ending December 31, 2019.Transactions

InWe ~~early~~incurred ~~2020,~~management anfees ~~outbreak~~to ofSalamander aHospitality, ~~novel~~LLC, ~~strain~~an ofentity ~~coronavirus that~~related ~~causes~~to ~~COVID-19~~us ~~emerged~~by ~~globally.~~virtue Asof acommon ~~result~~ownership, ~~events~~of ~~have occurred~~$437,956 ~~including~~and ~~mandates from federal~~$275,798 ~~state~~during ~~and~~the ~~local~~quarters ~~authorities leading~~ended toMarch ~~significant~~31, ~~declines~~2022 ~~in guest visits~~ and ~~closures of hotels~~2021, ~~including the Resort~~respectively. These ~~The~~fees ~~significant~~are ~~reduction~~included in ~~guest visits~~general ~~to,~~ and ~~spending~~administrative ~~at,~~expenses ~~the Resort caused by the coronavirus pandemic have resulted~~ in ~~a loss of revenue and other material adverse effects to~~ the ~~Company’s~~accompanying ~~financial~~consolidated ~~position,~~statements ~~results~~ of operations~~, and cash flows~~. ~~The Company is not able to estimate the length or severity of this outbreak and the related financial impact.~~

InAt March ~~2020~~ 31, ~~approximately~~2022 ~~one~~and ~~week~~December ~~from~~31, ~~the~~2021, ~~beginning~~we ofowed ~~the~~our ~~2020~~affiliates ~~PGA~~approximately ~~Valspar Tournament~~$702,000 ~~Copperhead Charities~~ and ~~the~~$494,000, ~~PGA~~respectively. ~~Tour~~The ~~notified the~~differences ~~Company~~between ~~that~~these ~~the~~amounts ~~PGA~~and ~~Valspar Tournament would be cancelled for 2020 due to~~ the ~~impacts~~balances of the ~~COVID-19~~due ~~pandemic.~~to Noaffiliates ~~cancellation fees~~in ~~were~~our ~~paid~~consolidated bybalance ~~Copperhead~~sheets ~~Charities~~arise ~~but~~from ~~the~~various ~~Company~~affiliate ~~was~~receivables; ~~reimbursed~~none ~~for~~of ~~its~~which ~~out-of-pocket~~are ~~expenses~~significant. AsThe ofaffiliate ~~the~~receivables ~~date~~and ofpayables ~~this~~are ~~report~~unsecured, ~~the~~ ~~Company~~non-interest isbearing ~~negotiating with Copperhead Charities~~ and ~~the~~are ~~PGA~~due ~~Tour~~on ~~for a multi-year renewal of the contract~~demand.

InPursuant ~~March~~to ~~2020~~terms of the Agreement, wethe ~~entered~~Innisbrook ~~into~~Rental anPool ~~amendment~~Lease toOperation ~~the~~reimbursed ~~loan~~us ~~agreement which~~approximately ~~defers~~$39,000 and $32,000 during the ~~scheduled~~respective ~~loan~~quarters ~~repayments~~ended ~~for~~March ~~April~~31, ~~May~~2022 and 2021, for maintenance and ~~June~~housekeeping ~~2020~~labor, use of the telephone lines and other supplies. These ~~repayments~~reimbursements ~~along~~are ~~with~~reflected ~~accrued~~as ~~interest~~reductions ~~are~~of ~~deferred until~~general ~~the~~and ~~loan~~administrative ~~matures~~expenses in ~~April~~the ~~2022~~accompanying consolidated statements of operations.

InAt ~~April~~March ~~2020~~31, ~~the~~2022 ~~Resort~~and ~~obtained~~December ~~a United States government subsidy of $3~~31,~~394,500.~~ ~~The Paycheck Protection Program (“PPP”)~~2021, iswe awere ~~United~~owed States government temporary program created with the intent to provide a subsidy to assist businesses in keeping employees employed during the pandemic. The PPP Loan may not need to be repaid if certain requirements are met. Under the Coronavirus Aid$71,400 ~~Relief,~~ and ~~Economic Security Act~~$110,304 ~~as modified~~respectively, ~~any amounts~~from ~~not~~Innisbrook ~~forgiven~~Condominium ~~will~~Association, ~~be required to be repaid over~~ a ~~term~~third ~~having~~party acollectively ~~minimum~~owned ~~maturity~~by ~~of five (5) years and a maximum maturity of 10 years from~~ the ~~date~~condominium onowners ~~which~~at ~~the borrower applies for forgiveness~~Innisbrook. ~~The loan will carry a one percent (1%) interest rate.~~

~~RENTAL~~All ~~POOL~~three ~~LEASE~~of ~~OPERATION~~the condominiums that we own participated in the Rental Pool under the Agreement in 2022 and 2021, in the same manner as all other Rental Pool participants.

~~The operation of the Rental Pool is tied closely to the Resort operations~~9. ~~The~~Paycheck ~~Rental~~Protection ~~Pool~~Program Master Lease Agreements provide for a quarterly distribution of a percentage of the Company’s room revenues to participating condominium owners (“Participants”), as defined in the agreements (see Note 1 of the Rental Pool Lease Operation condensed financial statements). Because the Rental Pool participants share in a percentage of the Company’s room revenues, the condominium units allowing Rental Pool participation are deemed to be securities. However, there is no market for such securities other than the normal real estate market. Since the security is real estate, no dividends have been paid or will be paid.Loan

~~The~~In ~~Company~~June 2021, we received a loan of $2,000,000 under the Paycheck Protection Program (“PPP”) as part of the Coronavirus Aid, Relief and Economic Security Act which is administered by the U.S. Small Business Association (“SBA”). The PPP loan has an interest rate of 1% and a ~~single-member limited~~term ~~liability~~of ~~company~~5 years. The PPP loan and related accrued interest, ~~wholly~~are ~~owned~~eligible to be forgiven by ~~Salamander~~the ~~Farms~~SBA assuming the proceeds are used for eligible costs (i.e. payroll, ~~LLC~~rent, utilities, and other allowable expenses). ~~There~~In is2021, nowe ~~established~~used ~~market~~the full amount received from the PPP loan for eligible expenses and have applied for forgiveness of such debt by the ~~Company’s~~SBA ~~membership interests~~in 2022.

10. Note Payable

On March 28, 2017, we obtained a loan in the amount of fifteen million dollars ($15,000,000) from Truist Bank (formerly known as Branch Banking and Trust Company (“BB&T”)). The loan, which has a balance of $10,899,876 (before consideration of unamortized deferred financing costs) at March 31, 2022, is being repaid over a five-year period in monthly installments of principal plus interest based on a 15-year amortization schedule commencing on May 5, 2017, with the remaining unpaid balance initially due in full on April 5, 2022. Through April 4, 2022, interest on this loan was being charged at the One Month LIBOR Rate plus 2.25% per annum adjusted monthly on the first day of each LIBOR interest period (2.4% as of March 31, 2022). On April 4, 2022, the loan maturity date was extended to July 5, 2022, and the rate of interest was modified to the adjusted term SOFR rate plus 2.30% per annum adjusted monthly. The loan is collateralized by our real and personal property, the assignment and/or subordination of leases and our management agreement with an affiliate and guarantees by certain affiliates

We are currently in negotiations with the lender to refinance the loan and anticipate being able to consummate a long-term refinancing.

12. Land Development and Sale Contract

On April 13, 2021, we entered into an Agreement for the Sale and Purchase of Real Property with Toll Bros., Inc. for the sale and residential development of approximately 53 acres of land along the northern boundary of the property. The sale is contingent upon approval of a land use plan amendment and an amendment to the RPD master plan for Innisbrook from Pinellas County and other governmental agencies. We filed a plan amendment application with Pinellas County on December 15, 2021. As our development team continues to progress through the Pinellas county regulatory process, our applications received unanimous approval from the Pinellas Local Planning Authority on April 14, 2022. On May 24, 2022, our application for an amendment to our Land Use Plan and an amendment to the RPD master plan was unanimously approved for transmission to the State of Florida by the Board of County Commissioners of Pinellas County. We are continuing through the regulatory approval process. On May 26, 2022, the Agreement for

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the Sale and Purchase of Real Property with Toll Brothers, Inc was amended to modify the Inspection Period to expire on June 15, 2022.

13. Other Subsequent Events

None.

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SUPPLEMENTAL SCHEDULES OF RENTAL POOL LEASE OPERATION

HISTORICAL SUMMARY

The operation of the Rental Pool is tied closely to the Resort operations. The Rental Pool Master Lease Agreement provides for a quarterly distribution of a percentage of the room revenues to participating condominium owners (“Participants”), as defined in the agreements (see Note 1 of the Rental Pool Lease Operation financial statements). Because the Rental Pool participants share in a percentage of the room revenues, the condominium units allowing Rental Pool participation are deemed to be securities. However, there is no market for such securities other than through sales of the normal real estate market. Since the security is related to real estate, no dividends have been paid or will be paid.

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INNISBROOK RENTAL POOL LEASE OPERATION

~~CONDENSED~~ BALANCE SHEETS – DISTRIBUTION FUND

SEPTEMBER 30, 2018

(Unaudited)

~~DISTRIBUTION FUND~~

	September 30,			December 31,

	2018			2017
	March 31,		December 31,
ASSETS
	2022		2021
RECEIVABLE FROM SALAMANDER INNSIBROOK, LLC FOR DISTRIBUTION	$	569,713		$	927,153
ASSETS
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		17,442			1,214

	$	587,155		$	928,367
RECEIVABLE FROM SALAMANDER INNISBROOK, LLC FOR DISTRIBUTION	$	1,347,817	$	673,222
LIABILITIES AND PARTICIPANTS' FUND BALANCES
INTEREST RECEIVABLE FROM MAINTENANCE ESCROW FUND		8		8
DUE TO PARTICIPANTS FOR DISTRIBUTION	$	587,155		$	928,367
	$	1,347,825	$	673,230
	$	587,155		$	928,367

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

DUE TO PARTICIPANTS FOR DISTRIBUTION	$	1,347,825	$	673,230
	$	1,347,825	$	673,230

~~MAINTENANCE ESCROW FUND~~

		September 30,		December 31,
		2018		2017
ASSETS
CASH	$	3,951,985	$	187,281
INVESTMENTS		350,000		350,000
INTEREST RECEIVABLE		6,468		5,616
	$	4,308,453	$	542,897
LIABILITIES AND PARTICIPANTS' FUND BALANCES
ACCOUNTS PAYABLE	$	40,444	$	43,703
INTEREST PAYABLE TO DISTRIBUTION FUND		17,442		1,214
TOTAL LIABILITIES		57,886		44,917
CARPET CARE RESERVE		4,635		14,154
PARTICIPANTS' FUND BALANCES		4,245,932		483,826
	$	4,308,453	$	542,897

See notes to financial statements.

~~See accompanying notes to unaudited condensed financial statements.~~

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INNISBROOK RENTAL POOL LEASE OPERATION

~~CONDENSED~~BALANCE ~~STATEMENTS~~SHEETS OF- ~~OPERATIONS~~MAINTENANCE ESCROW FUND

DISTRIBUTION FUND

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
GROSS REVENUES	$	1,729,061		$	2,022,979		$	8,594,267		$	9,468,563
DEDUCTIONS:
Agents' commissions		105,390			113,877			406,819			436,798
Credit card fees		77,948			56,993			270,590			266,052
Audit fees		19,002			18,501			57,006			55,503
Linen replacements		14,474			8,886			64,355			68,050
Rental pool complimentary fees		6,278			6,619			24,962			22,960
		223,092			204,876			823,732			849,363
ADJUSTED GROSS REVENUES		1,505,969			1,818,103			7,770,535			8,619,200
AMOUNT RETAINED BY LESSEE		(903,581	)		(1,090,862	)		(4,662,321	)		(5,171,520	)
GROSS INCOME DISTRIBUTION		602,388			727,241			3,108,214			3,447,680
ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		(504	)		(3,155	)		(5,540	)		(11,407	)
Miscellaneous pool adjustments		(2,861	)		-			(2,029	)		1,519
Corporate complimentary occupancy fees		1,128			4,843			5,050			8,463
Occupancy fees		(259,853	)		(303,767	)		(1,011,501	)		(1,132,769	)
Advisory Committee expenses		(35,054	)		(41,361	)		(102,338	)		(116,570	)
NET INCOME DISTRIBUTION		305,244			383,801			1,991,856			2,196,916
ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		259,853			303,767			1,011,501			1,132,769
Hospitality suite fees		286			224			4,358			3,773
Associate room fees		4,330			8,470			14,495			21,246
AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	569,713		$	696,262		$	3,022,210		$	3,354,704

See accompanying notes to unaudited condensed financial statements.


	March 31,		December 31,
	2022		2021
ASSETS

CASH	$	246,797	$	290,511
	$	246,797	$	290,511

LIABILITIES AND PARTICIPANTS’ FUND BALANCES

ACCOUNTS PAYABLE	$	23,746	$	26,730
TOTAL LIABILITIES		23,746		26,730

CARPET CARE RESERVE		21,005		18,644
PARTICIPANTS’ FUND BALANCES		202,046		245,137
	$	246,797	$	290,511

	$	—	$	—

See notes to financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

~~CONDENSED~~ STATEMENTS OF ~~CHANGES~~OPERATIONS IN- ~~PARTICIPANTS'~~DISTRIBUTION FUND ~~BALANCES~~

(Unaudited)

~~DISTRIBUTION FUND~~

	For the three months ended September 30,							For the nine months ended September 30,

	2018				2017			2018			2017
	Three months ended March 31,
BALANCE, beginning of period	$	-			$	-		$	-		$	-
	2022			2021
ADDITIONS:
GROSS REVENUES	$	3,404,134		$	1,840,091
Amounts available for distribution		569,713				696,262			3,022,210			3,354,704

Interest received or receivable from Maintenance Escrow Fund		17,442				974			25,693			2,305
DEDUCTIONS:
REDUCTIONS:
Agents’ commissions		87,577			74,608
Amounts accrued or paid to participants		(587,155	)			(697,236	)		(3,047,903	)		(3,357,009	)
Credit card fees		90,564			51,887
BALANCE, end of period	$	-			$	-		$	-		$	-
Audit fees		22,500			22,734
Linen replacements		30,584			32,022
Rental pool complimentary fees		3,944			3,381
		235,169			184,632

ADJUSTED GROSS REVENUES		3,168,965			1,655,459

AMOUNT RETAINED BY LESSEE		(1,901,379)			(993,275)

GROSS INCOME DISTRIBUTION		1,267,586			662,184

ADJUSTMENTS TO GROSS INCOME DISTRIBUTION:
General pooled expense		(464)			(545)
Miscellaneous pool adjustments		(653)			—
Occupancy fees		(238,073)			(176,444)
Office Supplies		—			(252)
Advisory Committee expenses		(24,652)			(21,398)

NET INCOME DISTRIBUTION		1,003,744			463,545

ADJUSTMENTS TO NET INCOME DISTRIBUTION:
Occupancy fees		238,073			176,444
Hospitality suite fees		2,074			—
Associate room fees		4,430			3,945
Incentives		95,501			78,784

AVAILABLE FOR DISTRIBUTION TO PARTICIPANTS	$	1,343,822		$	722,718

~~MAINTENANCE ESCROW FUND~~

	For the three months ended September 30,						For the nine months ended September 30,
	2018			2017			2018			2017
BALANCE, beginning of period	$	5,022,265		$	533,610		$	483,826		$	536,217
ADDITIONS:
Charges to participants to establish or restore escrow balances		2,773,837			110,705			7,549,754			422,361
REDUCTIONS:
Maintenance charges		(3,530,442	)		(169,371	)		(3,732,562	)		(451,301	)
Member accounts & miscellaneous		(74	)		40			(7	)		124
Refunds to participants as prescribed by the master lease agreements		(19,654	)		(10,809	)		(55,079	)		(43,226	)
BALANCE, end of period	$	4,245,932		$	464,175		$	4,245,932		$	464,175

See notes to financial statements.

~~See accompanying notes to unaudited condensed financial statements.~~

1517

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INNISBROOK RENTAL POOL LEASE OPERATION

~~NOTES~~STATEMENTS TOOF ~~CONDENSED~~CHANGES ~~FINANCIAL~~IN ~~STATEMENTS~~PARTICIPANTS’ FUND BALANCES - DISTRIBUTION FUND

(Unaudited)

Item 1. Rental Pool Lease Operation


	Three months ended March 31,
	2022		2021
BALANCE, beginning of period	$	—	$	—

ADDITIONS:
Amounts available for distribution		1,343,822		722,718
Interest received or receivable from Maintenance Escrow Fund		8		8
REDUCTIONS:
Amounts accrued or paid to participants		(1,343,830)		(722,726)
BALANCE, end of period	$	—	$	—

~~Basis of Accounting~~

~~The~~See ~~Rental~~notes ~~Pool~~to ~~funds~~financial ~~are accounted for using the accrual method of accounting~~statements.

~~Organization and Operations~~

Salamander Innisbrook, LLC (the “Company”, the “Resort”, ”we”, “us”, or “our”) follows accounting policies that require estimates that are based on assumptions and judgments, which affect revenues, expenses, assets, liabilities and disclosure of contingencies in our financial statements. These estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. However, actual results may differ from these estimates due to different conditions.18

~~The~~Table ~~Rental Pool is highly dependent upon the operations~~ of the Resort, and the Resort is also dependent upon the continued participation of condominium owners in the Rental Pool. Additionally, the Rental Pool and Resort are both impacted by the general economic conditions related to the destination resort industry.Contents

~~The~~INNISBROOK ~~Rental~~RENTAL ~~Pool~~POOL ~~consists~~LEASE of condominiums at the Resort which are leased by the Company from their owners and used as hotel accommodations for the Resort. The Master Lease Agreement (“MLA”) provides that on an annual basis each owner (the “Participant”) may elect to participate in the Rental Pool for the following year by signing an Annual Lease Agreement (“ALA”). Any condominium unit owner who does not sign the ALA is not permitted to participate in the Rental Pool for the following year. Under the Agreement, the Resort pays the participant a quarterly distribution equal to 40% of the Adjusted Gross Revenues on $10 million; 45% between $10 million and $11 million and 50% above $11 million. Adjusted Gross Revenues are defined as Gross Revenues less agents’ commissions, audit fees, occupancy fees when the unit is used for Rental Pool Comps or as a model, linen replacements and credit card fees. Each Participant receives a fixed occupancy fee, based upon apartment size, for each day the unit is occupied. After allocation of occupancy fees and the payment of general Rental Pool expenses, the balance is allocated proportionally to the Participants, based on the Participation Factor, as defined in the Agreement. Additionally, occupancy fees are paid by the Resort to Participants as rental fees for complimentary rooms unrelated to the Rental Pool operations. Associate room fees are also paid by the Resort to Participants for total room revenues earned from the rental of condominiums by the Company’s employees.OPERATION

~~The~~STATEMENTS ~~Lessors’~~OF ~~Advisory~~CHANGES ~~Committee~~IN ~~(“LAC”)~~PARTICIPANTS’ ~~consists of~~FUND ~~nine~~BALANCES ~~Participants~~- ~~who~~MAINTENANCE ~~are~~ESCROW ~~elected~~FUND ~~by the Participants to advise the Company of Rental Pool Matters and to negotiate amendments to the ALA and MLA.~~

The Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The Distribution Fund’s balance sheet primarily reflects amounts receivable from the Company for the Rental Pool distribution payable to Participants and amounts due to Participants for such distribution. The operations of the Distribution Fund reflect Participants’ earnings in the Rental Pool. The Maintenance Escrow Fund reflects the accounting for certain escrowed assets of the Participants and, therefore, has no operations. It consists primarily of amounts escrowed on behalf of Participants or due from the Distribution Fund to meet minimum escrow requirements, fund the carpet care reserve and maintain the interior of the units.(Unaudited)

The LAC, subject to the restriction in the MLA, invests the Maintenance Escrow Fund on behalf of the Participants. Income earned on the investments of the Maintenance Escrow Funds is allocated proportionately to the respective Maintenance Escrow Fund accounts and paid quarterly through the Distribution Fund. The funds are generally held in certificates of deposit.


	Three months ended March 31,
	2022		2021
BALANCE, beginning of period	$	245,137	$	280,233

ADDITIONS:
Charges to participants to establish or restore escrow balances		30,406		41,369
Member accounts & miscellaneous		60		—
REDUCTIONS:
Carpet Carpet Care Reserve		3,743		(602)
Maintenance charges		(69,394)		(44,004)
Member accounts & miscellaneous		—		(327)
Change in Carpet Care Reserve		488		—
Refunds to participants as prescribed by the master lease agreements		(8,394)		(5,337)
BALANCE, end of period	$	202,046	$	271,332

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

~~General~~See notes to financial statements

We operate Innisbrook Resort and Golf Club (the “Resort” or the “Company”) in Palm Harbor, Florida, containing 1,216 condominium units; all of which have been sold to third parties or to affiliates of the Company. An average of 346 units or 431 rooms are hotel accommodations that participate in a rental-pooling program (the “Rental Pool”) that provides owners with a percentage distribution of related room revenues minus certain fees and expenses. The remainder of the condominium units are owner-occupied. Other resort property owned by the Company and its affiliates include golf courses, restaurants, tennis courts, a spa and fitness center, swimming pools, conference center facilities and administrative offices.

~~Results of Operations~~19

~~The~~Table ~~Resort~~of is a destination golf resort that appeals to group and transient guests within all market segments. The Resort provides condominium accommodations, food and beverage dining locations (three restaurants, room service, banquet and/or catering options) and recreational entertainment to members, business meetings, group guests, leisure guests and their families. The Resort offers room-only rates, golf packages, and family vacation packages.Contents

AsINNISBROOK aRENTAL ~~destination~~POOL ~~golf~~LEASE resort, open year round, the Resort’s performance is sensitive to weather conditions and seasonality as well as general trends in the economy, with economic downturns adversely affecting our operating results. The Company’s operations are seasonal with the highest volume of revenue generated in the first two quarters of each calendar year. Due to the seasonal business of the Company, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year.OPERATION

~~Results~~SUPPLEMENTAL ofNOTES TO ~~operations~~FINANCIAL ~~for the three months ended September 30, 2018 and 2017 (unaudited) were as follows:~~STATEMENTS

	Three months ended September 30,
	2018			%			2017			%			Inc/(dec)			% Chg
Resort revenues:
Room revenues	$	1,759,870			26.5	%	$	2,058,771			30.7	%	$	(298,901	)		-14.5	%
Other resort revenues		4,870,549			73.5	%		4,639,676			69.3	%		230,873			5.0	%
Total resort revenues		6,630,419			100.0	%		6,698,447			100.0	%		(68,028	)		-1.0	%
Costs and expenses:
Operating costs and expenses		3,830,178			57.8	%		3,797,916			56.7	%		32,262			0.8	%
General and administrative		4,532,937			68.4	%		4,725,903			70.6	%		(192,966	)		-4.1	%
Depreciation and amortization		514,573			7.8	%		583,928			8.7	%		(69,355	)		-11.9	%
Total costs and expenses		8,877,688			133.9	%		9,107,747			136.0	%		(230,059	)		-2.5	%
Operating loss		(2,247,269	)		-33.9	%		(2,409,300	)		-36.0	%		162,031			-6.7	%
Interest expense		(179,406	)		-2.7	%		(155,123	)		-2.3	%		(24,283	)		15.7	%
Net loss	$	(2,426,675	)		-36.6	%	$	(2,564,423	)		-38.3	%	$	137,748			-5.4	%

1. Nature of the Rental Pool Lease Operation and Agreements

~~The~~Overview ~~revenues~~- ~~for~~The ~~the~~Innisbrook ~~three~~Rental ~~month~~Pool ~~period~~Lease ~~ended~~Operation ~~September~~(the ~~30, 2018~~“Rental ~~were~~Pool”) ~~relativity~~consists ~~flat~~of ~~compared~~condominiums tolocated on the ~~same~~premises ~~period~~of in the ~~prior~~Innisbrook ~~year,~~Resort ~~with~~and aGolf ~~decrease~~Club of(the ~~$68~~“Company”,~~028~~ “Resort” or ~~1%.~~“Innisbrook”), ~~Our~~which ~~Rooms~~are ~~revenue~~leased ~~decreased approximately~~by ~~$299,000~~their orowners ~~14.5%~~(the as“Participants”) ato ~~result~~Innisbrook offor athe ~~reduction~~purpose of ~~room~~making ~~nights~~such ~~year-over-year.~~units ~~This~~available ~~decrease~~for ~~was offset by a 5% increase in Other~~ resort ~~revenues~~accommodations. Salamander ~~driven~~Innisbrook, ~~primarily~~LLC, byas ~~increased~~owner ~~golf~~ and ~~merchandise~~operator ~~sales.~~of ~~Gold rounds increased 10.9% over~~ the ~~same~~Resort, ~~period in~~administers the ~~prior~~Rental ~~year~~Pool.

~~Operating~~The ~~and~~Rental ~~general~~Pool ~~and~~operation ~~administrative~~is ~~costs~~highly ~~were~~dependent ~~well~~upon ~~controlled finishing~~the operations of the ~~quarter~~Resort, ~~with~~and alikewise, ~~decrease~~the Resort is also dependent upon the continued participation of ~~approximately~~condominium ~~$161,000~~owners in the Rental Pool. Additionally, ~~Our~~the ~~depreciation~~Rental ~~expense~~Pool ~~continues~~and toResort ~~decrease~~are asboth ~~more~~impacted ofby the ~~our~~ ~~fixed~~general ~~assets~~economic ~~are~~conditions ~~becoming~~related ~~fully~~to ~~retired~~the destination resort industry.

17Rental Pool Agreements - The Rental Pool operates under the provisions of a Master Lease Agreement (the “MLA” or “Agreement”) approved by Company management and the Lessors Advisory Committee (“LAC”). The Agreement commenced on January 1, 2014 for a period of ten years, replacing all lease agreements previously in existence.

~~Results~~Under the Agreement, the Resort pays the Participant a quarterly distribution equal to 40% of ~~operations~~the ~~for~~Adjusted Gross Revenues on the ~~nine~~first ~~months~~$10 ~~ended~~million, ~~September~~45% 30between $10 million and $11 million, ~~2018~~ and ~~2017~~50% ~~(unaudited)~~above ~~were~~$11 million. Adjusted Gross Revenues are defined as ~~follows:~~Gross Revenues less agent’s commissions, audit fees, occupancy fees or when the unit is used for Rental Pool Comps or as a model, linen replacements and credit card fees. Each participant receives a fixed occupancy fee, based upon apartment size, for each day the unit is occupied. After allocation of occupancy fees and the payment of general Rental Pool expenses, the balance is allocated proportionally to the Participants, based on the Participation Factor as defined in the Agreement. Additionally, occupancy fees are paid by the Resort to Participants as rental fees for complimentary rooms unrelated to the Rental Pool operations. Associate room fees are also paid by the Resort to Participants for total room revenues earned from the rental of condominiums by Company employees.

	Nine months ended September 30,
	2018			%			2017			%			Inc/(dec)			% Chg
Resort revenues:
Room revenues	$	8,706,887			26.5	%	$	9,595,866			29.4	%	$	(888,979	)		-9.3	%
Other resort revenues		24,209,070			73.5	%		23,047,282			70.6	%		1,161,788			5.0	%
Total resort revenues		32,915,957			100.0	%		32,643,148			100.0	%		272,809			0.8	%
Costs and expenses:
Operating costs and expenses		14,948,423			45.4	%		14,281,251			43.7	%		667,172			4.7	%
General and administrative		16,763,127			50.9	%		16,650,727			51.0	%		112,400			0.7	%
Depreciation and amortization		1,613,210			4.9	%		1,886,531			5.8	%		(273,321	)		-14.5	%
Total costs and expenses		33,324,760			101.2	%		32,818,509			100.5	%		506,251			1.5	%
Operating loss		(408,803	)		-1.2	%		(175,361	)		-0.5	%		(233,442	)		133.1	%
Interest expense		(562,093	)		-1.7	%		(325,439	)		-1.0	%		(236,654	)		72.7	%
Net income	$	(970,896	)		-2.9	%	$	(500,800	)		-1.5	%	$	(470,096	)		93.9	%

Under the terms of the Agreement, each owner may elect to participate in the Rental Pool for the following year by signing and executing an Annual Lease Agreement (the “ALA”). As of March 31, 2022 and 2021, amounts available to Participants under the Agreement, and the incentives discussed in the next paragraph, approximated $1,689,000 and $1,358,000 respectively. The balances owed, along with the incentives discussed in the following paragraph, were paid by the Company in 2022 and 2021, respectively.

~~Rooms~~On ~~revenue~~August ~~decreased~~20, ~~approximately $889~~2018,~~000~~ orthe ~~9.3%~~Second ~~compared~~ Addendum to the ~~same~~Master ~~period~~Lease inAgreement ~~prior~~became ~~year~~effective. ~~due~~The toaddendum adefined ~~reduction~~the inTurn-Key ~~room~~renovation, ~~nights~~the Customization of 4certain units that did not require a full renovation,~~870~~ asand weprovided ~~were~~for inan ~~the~~Incentive ~~process~~to ofbe ~~our~~paid ~~rooms~~by ~~renovation~~the ~~program~~Company to the participants. ~~This~~ ~~decrease~~The ~~was~~Incentive ~~offset~~provides byfor ~~increased~~a ~~Other~~quarterly ~~resort~~payment ~~revenues~~to ofeach ~~approximately~~participant, 5%beginning ~~driven~~on byJanuary ~~golf~~1, ~~revenues~~2019 ~~which~~and ~~increased~~ending on December 31, 2023, so long as the unit continues to participate in ~~both number~~the Rental Pool. Incentive payments due as of ~~rounds~~March 31, 2022 and ~~green~~2021 ~~fees~~totaled $95,501 and $78,784, respectively.

On June 13, 2019, the Third Addendum to the Master Lease Agreement became effective. The ~~increase~~addendum inprovided ~~our~~with ~~operating~~two ~~and~~options ~~general~~for ~~and~~funding ~~administrative expenses~~of the cost overruns created by the default of ~~approximately~~the ~~$790,000~~AMH iscontractor. ~~primarily~~The ~~due~~first option provided for the Company to ~~additional~~fund ~~payroll~~the ~~costs~~cost overruns in exchange for ~~staffing~~the ~~and~~participant’s ~~credit~~dedication ~~card~~of ~~commission~~the ~~fees~~unit ~~for~~ to the Rental Pool as evidenced by a ~~total~~Memorandum of ~~approximately~~Lease ~~$218,000.~~recorded ~~Additionally,~~against ~~sales~~the ~~and~~title ~~marketing~~of ~~costs~~such ~~have~~participant’s ~~increased~~unit ~~from~~in ~~our~~the ~~exposure~~land ~~via~~records ~~e-commerce,~~of ~~newspaper and~~Pinellas ~~representation~~County. ~~fees~~The ~~resulting~~second inoption provided an additional ~~expense~~incentive equal to the cost overrun amount in the form of ~~approximately~~quarterly ~~$255~~payments,~~000.~~ ~~The~~adjusted ~~increase~~annually, resulting in ~~our~~a ~~interest~~reimbursement ~~expense~~of 10% of ~~approximately $237~~the total amount in 2019,~~000~~ is15% ~~the~~in ~~result~~2020, of20% in 2021, 25% in 2022, and the ~~Note~~remainder ~~Payable~~in ~~entered~~2023. The ~~into~~additional incentive is included in Incentive’s adjustment to net income distribution on ~~March~~the ~~28,~~statement ~~2017~~of operations for the distribution fund.

~~Liquidity~~Nature of Accounts and ~~Capital~~Fund ~~Resources~~Balances - The Rental Pool consists of the Distribution Fund and the Maintenance Escrow Fund. The Distribution Fund’s balance sheet primarily reflects amounts receivable from the Company for the Rental Pool distribution payable to Participants and amounts due to the Maintenance Escrow Fund. The operations of the Distribution Fund reflect the calculation of pooled earnings, management fees and adjustments, as defined.

~~Future~~The ~~operating~~Maintenance ~~costs~~Escrow ~~and~~Fund, ~~planned~~which ~~expenditures~~ is managed by the LAC reflects the accounting for ~~capital~~certain ~~additions~~escrowed assets of the Participants and, ~~improvements~~therefore, ~~are~~has ~~expected~~no tooperations. beIt ~~adequately~~consists ~~funded~~primarily byof ~~cash~~amounts ~~generated~~escrowed byon ~~the~~behalf ~~Resort’s~~of ~~operations and~~Participants ~~funding~~or amounts due from ~~our~~the ~~sole~~Distribution ~~member~~Fund orto ~~affiliates’~~meet ~~current~~minimum ~~cash~~escrow ~~reserves.~~requirements, fund the carpet care reserve, maintain the interior of the units, and fund

The operation of the Resort is not considered to be dependent on any individual or small group of customers; accordingly the loss of any such individual or group would not have a material adverse effect on the Company’s business or financial condition.20

~~Revenue~~Table ~~Recognition~~of Contents

~~Our~~renovations ~~revenue is derived from a variety~~ of ~~sources including, but not limited to, hotel operations, food and beverage operations, retail sales and golf course operations. With~~ the ~~exception of membership dues and initiation fees, all revenues are recognized as products are delivered or services are performed~~units. The ~~membership dues~~Innisbrook ~~are~~Rental ~~recognized~~Pool ~~ratably~~Trust ~~over~~was ~~the~~established ~~applicable period (three months to a year depending~~ on ~~type~~February of1, ~~membership).~~2002 ~~The membership initiation fees at the Resort are nonrefundable and are initially recorded~~ to ~~deferred~~create ~~revenue and amortized over the average life of~~ a ~~membership~~Trust, which, ~~based~~holds oncertain ~~historical~~assets ~~information,~~maintained isin ~~deemed~~such toescrow ~~be ten years for full golf memberships and five years for resort and executive golf memberships~~accounts.

~~Critical~~Maintenance ~~Accounting~~Escrow ~~Policies~~Fund Accounts - The MLA provides that 90% of the Occupancy Fees earned by each Participant are deposited in the Participant’s Maintenance Escrow Fund account. Beginning in 2011, by mutual agreement between the LAC and the Resort, until it is determined that the fund requires replenishment, both the occupancy fee (Paragraph 7.3 of the MLA) and the carpet care reserve (Paragraph 1.6 of the MLA) deposit amounts will be 0%. This account provides funds for payment of amounts that are due from Participants under the Agreement for maintenance and refurbishment services. Should a Participant’s balance fall below that necessary to provide adequate funds for maintenance and replacements, the Participant is required to restore the escrow balance to a defined minimum level. The MLA provides for specific fund balances to be maintained, by unit type, size and age of refurbishment, as defined in the Agreement. Under the MLA, a percentage of the occupancy fees are deposited into the carpet care reserve in the Maintenance Escrow Fund, which bears the expenses of carpet cleaning for all Participants. This percentage is estimated to provide the amount necessary to fund carpet cleaning expenses and may be adjusted annually. The amounts expended for carpet care were approximately $4,000 and $1,000 for the quarters ended March 31, 2022 and 2021, respectively.

~~Financial~~The ~~instruments~~LAC ~~that~~invests ~~potentially subject~~ the ~~Company~~maintenance toescrow ~~concentrations~~funds ofon ~~credit~~behalf ~~risk consist principally~~ of ~~cash~~the Participants and ~~accounts~~in ~~receivable.~~compliance Wewith ~~frequently~~restrictions ~~maintain cash balances~~ in ~~excess~~the ~~of federally insured limits~~Agreements. WeThe ~~have~~LAC ~~not~~consists ~~experienced~~of ~~any~~nine ~~losses~~Participants inelected ~~such~~to ~~accounts.~~advise ~~The~~the ~~Company~~Resort ~~performs periodic~~owner ~~credit~~in ~~evaluations~~Rental ofPool ~~its~~matters ~~customers’ financial condition~~ and ~~generally~~negotiate ~~does~~amendments ~~not~~to ~~require~~the ~~collateral~~lease agreement. ~~Although~~Income ~~due dates~~earned ~~of receivables vary based~~ on ~~contract~~these ~~terms,~~investments ~~credit~~is ~~losses~~allocated ~~have~~proportionately ~~been~~to ~~within management~~Participants’s ~~estimates~~Maintenance inEscrow ~~determining~~Fund ~~the level of allowance for doubtful~~ accounts. ~~Overall~~and ~~financial~~paid ~~strategies are reviewed periodically~~quarterly.

~~Recent Accounting Pronouncements~~

~~From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.~~

In May 2014, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 replaced most existing revenue recognition guidance in GAAP when it became effective. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. The standard permits the use of either the full retrospective or modified retrospective adoption. We completed our evaluation of the effect that ASU No. 2014-09 had on our financial statements and our evaluation of our revenue streams (ie: Rooms, Food & Beverage, Golf and Membership) under the new standard. Because of the short-term day-to-day nature of our hotel revenues as well as the future treatment of revenues related to future events and membership, we determined that the pattern of revenue recognition did not change significantly. We evaluated how we recognize revenue related to initiation deposits when adopting ASU 2014-09 and determined that we will continue to recognize revenue over a period of time which represents the pattern of transfer of our services to our members. We will also continue recognizing revenue over the estimated life of the member and as a result the adoption of ASU 2014-09 did not impact how we recognize member revenue. The Company adopted this standard on its effective date of January 1, 2018 under the modified retrospective method. No adjustment was recorded to our opening balance of retained earnings on January 1, 2018 as there was no impact to our net income. Additionally, comparative information beginning in 2018 was not restated and will continue to be reported under Revenue Recognition (Topic 605). We also expect that the effect of adoption of ASU No. 2014-09 will be immaterial to us on an on-going basis.21

InTable ~~November 2016, the FASB issued ASU No. 2016-18, “Classification~~ of Restricted Cash,” which requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard is effective for the first annual period beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The Company adopted this standard on January 1, 2018. As a result, restricted cash reserves are included with cash on the Company’s condensed statements of cash flows. The adoption did not change the presentation of the Company’s condensed balance sheets.Contents

~~In February 2016, the FASB issued ASU No~~2. Summary ~~2016-02, Leases, requiring lessees to recognize a right-~~of~~-use~~ ~~asset~~Significant ~~and~~Accounting a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption was permitted. The Company adopted this standard on its effective date of January 1, 2019 under the modified retrospective method and using the optional transition method to apply the new lease accounting standard prospectively as of January 1, 2019, rather than as of the earliest period presented. Adoption of this standard resulted in the recording of net operating lease right-of-use (“ROU”) assets of approximately $251,000 included in property, building and equipment, net, and corresponding operating lease liabilities of approximately $247,000. The adoption did not materially impact the Company’s statements of operations or cash flows.Policies

~~There~~Basis ~~are~~of noAccounting ~~other~~-The accounting ~~standards~~records ~~that~~of ~~have~~the ~~been~~funds ~~issued but~~are ~~not~~maintained ~~yet adopted that we believe could have a material impact~~ on ~~our~~the ~~condensed~~accrual ~~financial~~basis ~~statements~~of accounting.

~~Item 3~~Cash - Cash consists of bank deposits which may, at times, exceed federally insured limits. No ~~Quantitative~~losses ~~and~~have ~~Qualitative~~been ~~Disclosures about~~experienced ~~Market~~in ~~Risk~~such accounts.

~~Market~~Revenue ~~risk~~- isAll ~~the~~room ~~potential~~revenue ~~loss~~net ~~arising~~of ~~from~~any ansales ~~adverse change in market rates~~ and ~~prices, such as foreign currency exchange rates, interest rates and~~ other ~~relevant~~taxes ~~market~~collected orare ~~price~~recognized ~~changes. The~~as ~~Company~~services isare ~~exposed to market risk associated with changes in the LIBOR interest rate on our variable rate debt~~performed.

~~Item 4.~~Accounts ~~Controls~~Receivable - Receivables are presented net of any allowances for uncollectible amounts, however no such allowances were deemed necessary as of March 31, 2022 and ~~Procedures~~December 31, 2021.

~~Evaluation~~Use of ~~Disclosure~~Estimates ~~Controls~~- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and ~~Procedures~~assumptions which affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Actual results could differ from those estimates.

WeIncome ~~maintain~~Taxes ~~disclosure controls and procedures (as defined in Rule 15d~~ -15 ~~under~~No ~~the~~federal ~~Securities~~or ~~Exchange~~state ~~Act~~taxes ofhave ~~1934,~~been asreflected ~~amended) that are designed to provide reasonable assurance that information required to be reported~~ in the ~~Company’s~~accompanying ~~SEC~~financial ~~filings~~statements isas ~~recorded, processed, summarized and reported within~~ the ~~periods~~tax ~~specified~~effect ~~in the rules and forms~~ of ~~the~~fund ~~SEC~~activities ~~and~~accrue ~~that such information is accumulated and communicated~~ to the ~~Company’s~~ ~~management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure~~Participants. The AsInnisbrook ofRental ~~September~~Pool ~~30,~~Trust ~~2018,~~files ~~under~~an ~~the~~annual ~~direction~~tax ~~of our Chief Executive Officer and Chief Financial Officer~~return, wewhich ~~evaluated~~remains ~~the~~subject ~~effectiveness~~to ofexamination ~~the design and operation of our disclosure controls and procedures as of the end of the period covered~~ by ~~this~~taxing ~~report.~~authorities ~~Based~~for years on ~~such~~or ~~evaluation,~~after our Chief Executive Officer and Chief Financial Officer have concluded that, as September 30, 2018, the Company’s disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting as discussed below2016.

Notwithstanding such material weaknesses, which are described below in Management’s Report on Internal Control over Financial Reporting, our management has concluded that the condensed financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

19NOTE 3 - OTHER RELATED PARTY TRANSACTIONS

~~Management’s~~Pursuant ~~Report~~to ~~Internal~~the ~~Controls~~terms ~~Over~~of ~~Financial Reporting~~the Master Lease Agreement, the Rental Pool paid the Company approximately $39,000 and $32,000 during the quarters ended March 31, 2022 and 2021, respectively, for maintenance and housekeeping labor, use of the telephone lines and other supplies. Salamander Innisbrook Condominium, LLC, a wholly owned subsidiary of Salamander Innisbrook, LLC, owns three condominiums. All three condominiums participate in the Rental Pool under the MLA in the same manner as other Rental Pool participants.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of September 30, 2018, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of September 30, 2018, the Company’s internal control over financial reporting was not effective as a result of the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that material misstatements of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.22

WeTable ~~have identified the following material weaknesses: (i) an ineffective control environment due to the hiring~~ of one or more individuals with a lack of an appropriate level of knowledge and experience with generally accepted accounting principles, (ii) ineffective control activities due to improper design of internal controls over financial reporting which led to the inability to implement proper controls, and (iii) ineffective monitoring controls to ascertain, in a timely manner, whether such individuals were following proper internal controls and that the components of internal control were present and functioning.Contents

AsItem of2. ~~September~~Management’s ~~30,~~Discussion ~~2018,~~and ~~our~~Analysis ~~remediation~~ of ~~these~~Financial ~~deficiencies was~~Condition ~~incomplete.~~and Results of Operations

~~Remediation~~Critical ~~Efforts~~Accounting toPolicies ~~Address~~and ~~Material Weaknesses~~Estimates

~~Management~~The isfollowing ~~committed~~accounting policies are considered critical to ~~maintaining~~the apreparation ~~strong~~of ~~internal~~our ~~control environment~~consolidated financial statements. These Inand ~~response~~other toaccounting ~~the~~policies ~~identified~~require ~~material~~that ~~weaknesses,~~estimates ~~management~~be made based on assumptions and judgment, ~~with~~which can affect the ~~oversight~~reporting of ~~the~~revenues, ~~Audit~~expenses, ~~Committee~~assets, ofliabilities ~~the~~and ~~Board~~ disclosure of ~~Directors,~~contingencies ~~has~~in ~~taken~~our ~~actions~~consolidated ~~toward~~financial ~~the~~statements. ~~remediation~~These ofestimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the ~~respective~~circumstances. ~~material~~However, ~~weaknesses~~actual inresults ~~internal~~may ~~control~~differ ~~over~~from ~~financial reporting~~changes asin ~~outlined~~these ~~below~~estimates and assumptions.

InRevenue 2019, we terminated the employment of those individuals who lacked the appropriate level of knowledge and experience with generally accepted accounting principles, and hired a new Director of Finance. Additionally, we hired an outside consultant who is trained and experienced in internal controls, financial reporting and public accounting. And finally, the oversight of internal controls and financial reporting has been transitioned to our parent’s corporate accounting department.Recognition

WeRevenues ~~will~~are ~~continue~~derived tofrom ~~make~~a ~~improvements~~variety toof ~~our~~sources ~~internal~~including, ~~controls and~~but ~~monitoring~~not ~~procedures~~limited asto, ~~necessary~~hotel, tofood ~~ensure~~and ~~consistent~~beverage ~~application~~operations, ofretail ~~generally~~sales, ~~accepted~~golf ~~accounting~~course ~~principles~~operations and ~~allow~~commissions ~~for more~~on ~~effective~~real ~~monitoring~~estate transactions. With the exception of ~~compliance.~~initiation ~~Management~~fees ~~believes~~and ~~the~~membership ~~steps~~dues, ~~taken~~all ~~above~~revenues ~~have~~net ~~remediated~~of ~~the~~any ~~material~~sales ~~weakness~~and ~~described above~~other taxes collected are recognized as ofproducts ~~the~~are ~~date~~delivered ofor ~~this~~services ~~report~~are performed.

~~Changes~~A performance obligation is a promise in ~~Internal~~a ~~Control~~contract ~~over~~to ~~Financial~~transfer ~~Reporting~~a distinct good or service to the customer and is the unit of account under the new revenue recognition standard. The transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our revenue is transactional and the contracts performance obligation is generally satisfied at the time of the transaction.

InRevenues ~~addition,~~from ~~our~~performance ~~management~~obligations ~~with~~satisfied ~~the~~over ~~participation~~time ofinclude ~~our~~membership ~~Principal Executive~~dues, ~~Officer~~annual fees and ~~Principal~~initiation ~~Financial~~fees. ~~Officer,~~The ~~have~~membership ~~determined~~initiation ~~that~~fees noat ~~change~~the inResort ~~our~~are ~~internal~~nonrefundable ~~control~~and ~~over~~are ~~financial~~initially ~~reporting occurred~~recorded ~~during~~when orreceived ~~subsequent~~as todeferred revenue and amortized over the ~~quarter~~average ~~ended~~life ~~September~~of ~~30,~~a ~~2018~~membership which, ~~that~~based ~~has~~on ~~materially~~historical ~~affected~~information, or is ~~(as~~deemed ~~that~~to ~~term~~be isten ~~defined in~~years ~~Rules~~for ~~13(a)-15(f)~~full ~~and~~golf ~~15(d)-15(f)~~members ofand ~~the~~five ~~Securities~~years ~~Exchange~~for ~~Act~~resort ofand ~~1934)~~executive ~~reasonably~~memberships. Membership ~~likely~~dues toand ~~materially~~annual ~~affect,~~fees ~~our~~are ~~internal control~~recognized over ~~financial~~the ~~reporting,~~applicable ~~except~~membership asperiod ~~described~~(three ~~above~~months to one year depending on type of membership).

20Intangible Assets

~~PART~~We IIevaluate —our ~~OTHER~~indefinite ~~INFORMATION~~lived intangible assets for impairment annually or at an interim date if a significant event occurs or circumstances indicate that the assets may not be recoverable. Factors we consider important, and which could indicate impairment, include the following: (i) significant underperformance relative to historical or projected future operating results; (ii) significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and (iii) significant negative industry or economic trends.

~~Item~~Our 1intangible assets consist of: (i) a water contract; and (ii) our trademark and trade name. ~~Legal~~The ~~Proceedings~~valuation of the water contract is based on the projected annual savings associated with having this contract. The valuation of the trademark and trade name is derived from the residual revenue streams from Resort revenues that is attributed to the Innisbrook trade name. We attribute an indefinite life to both of these intangibles.

~~The~~During ~~Company~~the isquarter ~~periodically~~ending ~~involved~~March in31, ~~litigation~~2022 inand the ~~normal course~~year ofending ~~operations.~~December In31, ~~the opinion of the Company’s management~~2021, ~~the~~we ~~effect~~evaluated ofour ~~these~~intangible ~~claims~~assets, ifand ~~any,~~determined isthat ~~not material to~~ the ~~Company’s~~carrying ~~financial~~balances ~~condition~~of ~~and~~such ~~results~~assets ofwere ~~operations~~recoverable.

OnImpairment ~~January~~of ~~16,~~Other 2015, the Company entered into a settlement agreement and release with our former insurance carrier whereby the parties mutually released and resolved all disputes. The Company has agreed to provide a credit to be used over a threeLong-~~year~~Lived period commencing March 1, 2015 through March 1, 2018. The credit, which approximated $350,000, is being divided equally among the three-year period with no rollover of unused amounts from one year to another. The liability was $42,000 at September 30, 2018Assets

AsWe ofreview ~~April~~our ~~2018,~~other welong-lived ~~agreed~~assets tofor ~~extend~~ impairment if a significant event occurs or circumstances arise that indicate the ~~credit~~assets ~~through~~may ~~October~~not ~~2018~~be asrecoverable by comparing the carrying values of the assets with their estimated future undiscounted cash flows. In reviewing impairment of our ~~client~~long-lived ~~has~~assets, ~~committed~~we toreview ~~two~~the ~~additional~~recent ~~programs~~operating atand pricing trends with the ~~resort.~~financial Asperformance of the ~~date~~Resort in the aggregate for material variances from our expectations of ~~this~~the ~~report~~Resort’s revenues. At March 31, ~~there~~ ~~was~~2022, nowe ~~remaining~~believe ~~liability~~the ~~under~~carrying ~~this~~values ~~agreement~~of our other long-lived assets are recoverable.

~~Item~~Loss ~~1A. Risk Factors~~Contingencies

~~Not~~We ~~required~~estimate loss contingencies in accordance with FASB ASC 450-20 Loss Contingencies, which states that a loss contingency shall be accrued by a charge to operations if both of the following conditions are met: (a) information available before the consolidated

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~23

~~Not~~Table ~~applicable~~of Contents

financial statements are issued or are available to be issued indicates that it is probable that a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated.

Results of Operations


	Three months ended March 31,
	2022		%		2021		%		Inc/(dec)		% Chg

Resort revenues:
Room revenues	$	3,459,770	23.3	%	$	1,853,088	19.9	%	$	1,606,682	86.7	%
Other revenues		11,418,717	76.7	%		7,444,815	80.1	%		3,973,902	53.4	%
Total revenues		14,878,487	100.0	%		9,297,903	100.0	%		5,580,584	60.0	%

Costs and expenses:
Operating costs and expenses		4,921,626	33.1	%		4,016,136	43.2	%		905,490	22.5	%
General and administrative		6,353,378	42.7	%		3,602,672	38.7	%		2,750,706	76.4	%
Depreciation and amortization		644,902	4.3	%		658,582	7.1	%		(13,680)	-2.1	%
Total costs and expenses		11,919,906	80.1	%		8,277,390	89.0	%		3,642,516	44.0	%
Operating income		2,958,581	19.9	%		1,020,513	11.0	%		1,938,068	189.9	%
Interest expense		(83,671)	-0.6	%		(90,095)	-1.0	%		6,424	-7.1	%
Net income	$	2,874,910	19.3	%	$	930,418	10.0	%	$	1,944,492	209.0	%

Overall resort revenues increased by $5,580,584 or 60% during the quarter ended March 31, 2022 compared with the quarter ended March 31, 2021. The increase in revenues was primarily driven by the Valspar Tournament which was played during the first quarter in 2022 versus the second quarter in 2021. In addition, activity at the Resort increased due to certain restrictions imposed by the COVID 19 pandemic being relaxed. Total costs and expenses increased year-over-year by $3,642,516 or 44% which is attributable to inflation and the increase in revenues across the same period.

Legal Entity Structure

Salamander Innisbrook, LLC is a single-member limited liability company with Salamander Farms, LLC as the sole member.

Income Tax Status

With the exception of an entity owned by Salamander Innisbrook Securities, LLC for which income taxes have been minimal the Company and its subsidiaries are single-member limited liability companies and therefore the results of our operations flow through to our member for inclusion in its income tax returns. Accordingly, no provision or liability for federal or state income taxes has been included in our consolidated financial statements presented in this report.

Liquidity and Capital Resources

Cash generated from operating activities approximated $3,124,000 and $1,577,000 in the first quarter of 2022 compared to the first quarter of 2021, an improvement of approximately $1,547,000. The change resulted primarily because we generated income after non-cash items of approximately $3,631,000 in 2022 compared to $1,701,000 in 2021; an improvement of approximately $1,930,000. The difference between this amount and the $1,547,000 was a result of timing of cash receipts and disbursements for other operating assets. The improvement was a result of increased activity at the Resort due to certain COVID 19 restrictions being relaxed, and because the Valspar Tournament was held in the first quarter of 2022 contrasted to it being held in the second quarter of 2021.

We used cash of approximately $231,000 and $281,000 for investing activities in the first quarter of 2022 and 2021, respectively. The decline of approximately $50,000 resulted because the 2022 decline in payments for deferred contract costs of approximately $161,000 (most of the costs in securing five year contracts from Rental Pool participants were incurred prior to December 31, 2021) were partially offset by increased equipment purchases of approximately $111,000 in 2022.

We used cash for financing activities of approximately $232,000 and $228,000 in the first quarter of 2022 and the first quarter of 2021, respectively. The funds were used to pay monthly principal payments under our note payable with Truist Bank.

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Despite the improvement in our operating results, the COVID‐19 pandemic remains a rapidly evolving situation. The extent of the impact of COVID‐19 on our business and financial results will depend on future developments, including the duration and spread of the outbreak within the market in which we operate, government actions and programs, and the related impact on consumer confidence and spending, all of which are highly uncertain.

Irrespective of the above, we believe that our cash on hand and additional cash generated from operations will be adequate to meet our obligations (both capital and operating) for the next twelve months, and that if any short-term cash needs are necessary that our member will continue to provide capital to fund some needs.

We are obligated under a note payable that requires a balloon payment of approximately $10,746,000 in July 2022. We are currently in negotiations with the lender to refinance the indebtedness and anticipate being able to consummate a long-term refinancing. In the absence of same we will rely on the member’s support to satisfy the obligation.

Environmental Matters

None.

Off Balance Sheet Arrangements

We do not have any unconsolidated subsidiaries.

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

Contractual Commitments

The following is a summary of our contractual obligations as of March 31, 2022:


			Remaining Nine Months
Contractual Obligations	Total		2022		2023
Operating lease obligation (1)	$	379,144	$	282,987	$	96,157
Interest payments on outstanding lease obligation (3)		8,315		7,607		708

Total	$	387,459	$	290,594	$	96,865

Long term debt obligation (1)	$	10,666,034
Paycheck Protection Program Loan (2)		2,000,000
Interest payments on outstanding debt obligation (3)		88,216

Total	$	12,754,250

(1)	Amounts include principal payments only

(2)	We have applied for forgiveness for the Paycheck Protection Program Loan that was received on June 15, 2021.

(3)	Projected interest payments are based on the outstanding principal amounts and interest rates at March 31, 2022

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks arise from changes in interest rates, foreign currency exchange rates and other market changes that affect market sensitive instruments. The carrying value of variable rate debt financing reflected in our consolidated balance sheet at March 31, 2022, approximates fair value as the changes in their associated interest rates reflect the current market and credit risk is similar to when the loans were originally obtained.

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We are obligated under a note payable with interest of the One Month LIBOR rate plus two and a quarter percent (2.25%) per annum adjusted monthly on the first day of each LIBOR interest period. The loan is collateralized by our real and personal property and guarantees of certain affiliates. As of March 31, 2022, this notes payable consisted of the following:


	Principal as of		Interest Rate as of			Principal as of		Interest Rate as of
Mortgage Loan	March 31, 2022		March 31, 2022			December 31, 2021		December 31, 2021		Maturity Date
Truist Bank (formerly known as Branch Banking and Trust Company (BB&T))	$	10,668,161		2.4375	%	$	10,899,876	2.4375	%	July 5, 2022
Less unamortized debt issuance costs		(903)					(18,172)

Total Notes Payable less unamortized issuance costs	$	10,667,258				$	10,881,704

We are also obligated under a Paycheck Protection Loan of $2,000,000 at March 31, 2022; however, we expect such loan to be forgiven by the Small Business Administration.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 15d -15 under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be reported in our SEC filings is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. At March 31, 2022, under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, at March 31, 2022, our disclosure controls and procedures were effective.

Management’s Report on Internal Controls Over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of March 31, 2022, based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, management concluded that, as of March 31, 2022, the Company’s internal controls over financial reporting were effective.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the current quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are currently involved in certain litigation arising from a full-service construction contract we entered (as agent for and on behalf of the Rental Pool participants) with AMH Construction, Inc. (“AMH”) in the amount of $3,420,670. The renovation was performed as a “Turn-Key” project with each Participating Owner paying their respective share of the total costs. We, and the Lessors' Advisory Committee of the Rental Pool (“LAC”), jointly supervised the renovation. On January 23, 2019, we terminated the contract with AMH for breach of contract, including AMH's failure to complete the renovation work in accordance with the contract schedule. On April 18, 2019, we served a demand letter to AMH asserting damages of $4,423,070 for the additional costs incurred by the Participating Owners and return of deposits made for work that was not performed. On August 30, 2019, we filed a lawsuit in Pinellas County, Florida against AMH seeking damages for breach of contract in the amount of $4,423,070 plus attorney fees and other costs of approximately $364,400 in 2019. On October 31, 2019, AMH filed a response to our suit including a counterclaim in the amount of $890,751, a claim that we deny. AMH alleges in its counterclaim that it was not compensated for work performed. In March 2020, Pinellas County suspended all hearings until further notice due to the COVID-19 pandemic. Depositions were conducted and the case was mediated on May 19, 2022. Subsequently, a settlement offer was accepted. Currently, we are working to agree upon and execute a confidential settlement agreement.

Item 1A. RISK FACTORS

Not required for Smaller Reporting Company.

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

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other information

Not applicable

~~Item 6. Exhibits~~

~~(a)~~Item 6. Exhibits

21(a). See page 30 for the Exhibit Index.

Exhibit		Item
31.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
101		Interactive Data Files

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.27

~~SIGNATURES~~Table of Contents

~~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.~~SIGNATURES

		SALAMANDER INNISBROOK, LLC (Registrant)
Date: September 18, 2020		/s/ Prem Devadas
		Prem Devadas
		Manager (Chief Executive Officer)
Date: September 18, 2020		/s/ Dale Pelletier
		Dale Pelletier
		Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SALAMANDER INNISBROOK, LLC

Date : June 8, 2022	By:	/s/ Prem Devadas
		Prem Devadas
		Manager (Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signatures	Title(s)	Date

/s/ Prem Devadas	Manager (Chief Executive Officer)	June 8, 2022


/s/ Dale Pelletier	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 8, 2022

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EXHIBIT INDEX

Exhibit No.		Description
31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2		Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.		Interactive data files formatted in XBRL (eXensible Business Reporting Language): (i) the Balance Sheets, (ii)the Statement of Operations, (iii) the Statements of Cash Flows, and (iv) the Notes to the Financial Statements.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Scheme Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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