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.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

Note 1. Basis of Presentation

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

The Company’s accompanying balance sheet for March 31,June 30, 2008, and its statements of operations and accumulated earnings and cash flows for the periods ended March 31,June 30, 2008 and 2007, are unaudited but reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.

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

These financial statements and related notes are presented for interim periods in accordance with the requirements of Form 10-Q and, consequently, do not include all disclosures normally provided in the Company’s Annual Report on Form 10-K. Accordingly, these financial statements and related notes should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Note 2. Accounts Receivable

Note 5. NotesNote Payable and Line of Credit

The Company’s term note is due November 1, 2009, and requires monthly principal payments of $66,667, together with monthly payment of all accrued interest. The term note bears interest at 2% over the one month LIBOR index. The rate at March 31,as of June 30, 2008 was 5.12%4.46%. At June 30, 2008, the outstanding balance on this term note was $9,066,652.

The Company has the ability to obtain an additional $5 million under a line of credit facility from the same lender under the same terms as the term note subject to specific covenants. The Company had an outstanding balance of $2,500,000 on the line of credit at March 31,June 30, 2008.

Note 6. Related Party Receivables and Payables

Related party receivables and payables at March 31,June 30, 2008 and December 31, 2007 are the result of net intercompany transactions and cash transfers between the Company and its shareholder company and affiliated companies. Related party receivables and payables are unsecured and non-interest bearing and expected to be fully collected within one year.

Note 7. Income Taxes

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

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

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

Future operating costs and planned expenditures for minor capital additions and improvements are expected to be adequately funded by the Company’s and its affiliates’ current cash reserves and cash generated by resort operations. The Company’s current term notedebt agreement also contains a commitment for an additional $5,000,000, of which $2,500,000 was outstanding at March 31,June 30, 2008, provided the Company is in compliance with certain financial covenants. The Company’s financing from a third-party lender bears interest at 2% over the one month LIBOR index (5.12%(4.46% at March 31,June 30, 2008) and matures on November 1, 2009.

FirstSecond quarter 2008 compared to firstsecond quarter 2007

The Company’s total revenues increased approximately $2,200,000, or about 21%, for the three months ended March 31,June 30, 2008 increased approximately $3,208,000, about 19%, fromcompared to the first quarter ofsame period in the prior year. The number of guests on property increased about 22% when compared with the first quarter of 2007, and the average room rate improved by approximately 7%. The Company experienced anThis increase is directly related to a 13% increase in total food and beverage revenues of $1,221,000, or about 21%occupancy over the prior year.period. Total revenues for the Rental Pool Operation increased $1,349,000,approximately $961,000, or about 24%, over35%. This increase is directly related to the first quarter of 2007.increase in occupancy, along with an 8% increase in the average room rate.

The increaseincreases of $1,970,000$1,015,000 in operatingtotal costs and expenses for the Company, relates to the increasesand $259,000 in revenues, along with other increases in sales and marketing expenses. The $454,000 increase in operatingtotal costs and expenses for the Rental Pool Operation, is related toare consistent with the increases in revenues along with an increase in travel agent commission expenses.revenues.

Net Incomeincome for the Company increased $1,252,000$1,227,000 over the comparable period last year. Amounts available for distribution for the Rental Pool Operation increased $492,000 from$380,000 over the comparable period last year.

First six months 2008 compared to first quartersix months 2007

The increases of 2007.$2,985,000 in total costs and expenses for the Company, and $713,000 in total costs and expenses for the Rental Pool Operation, are consistent with the increases in revenues.

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

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

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

The Company’s term note bears interest at 2% over the one month LIBOR index and matures on November 1, 2009.

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

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.