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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM
10-K/A
(Amendment No. 1)
 
 
(Mark one)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2020
OR
 
☐
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: No 1934 act file number assigned
(1933 act file no.
2-65481)
 
 
SADDLEBROOK RESORTS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Florida
  
59-1917822
(State of incorporation)
  
(IRS employer
identification no.)
5700 Saddlebrook Way, Wesley Chapel, Florida 33543-4499
(Address of principal executive offices)
813-973-1111
(Registrant’s telephone number, including area code)
 
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  ☐    NO  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     YES  ☐    NO  ☒
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  ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to rule 405 of
Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to the Form
10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act.:
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated
filer		   ☐    Smaller reporting company   ☒
       
Emerging growth company   ☐         
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    YES  ☐    NO  ☒
The aggregate market value of the voting and nonvoting common equity held by
non-affiliates
of the Registrant as of the last business day of the Registrant’s most recently completed second fiscal quarter was zero, as all of the common equity of the Registrant is held by an affiliate of the Registrant.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Not applicable
 
 
 
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (“SEC”) on April 28, 2021, is in response to a notice received by the SEC, dated December 6, 2021.
To correct the period end date in Section 906 certifications in Item 15. Exhibits and Financial Statement Schedules and to correct the contradictory wording in Item 9A. Controls and Procedures.
No other changes have been made to the Form
10-K
other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form
10-K
or modify or update in any way disclosures made in the Form
10-K.
Item 9A.
Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that information required to be reported in the Company’s 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 the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2020, under the direction of our chief executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures for the year ended December 31, 2020. Our Chief Executive Officer and Chief Financial Officer concluded that due to deficiency in the internal financial reporting discussed below, our disclosure controls and procedures (as defined in Rule 13a-15(f) and 15d-15(e)) were not effective as of December 31, 2020.
In addition, management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control framework and processes are designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles accepted in the United States.
The Company’s management has assessed the effectiveness of internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Due to a lack of accounting personnel, the Company’s inability to segregate various accounting functions, lack of a control function over original documentation of agreements, and a lack of a documented control environment with respect to our operating entities, management has concluded that there was a material weakness in our internal control environment based on these matters and has concluded that as of December 31, 2020, our internal control over financial reporting was not effective.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must be considered relative to its cost. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues within the Company have been detected.    
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
Item 9B.
Other Information
None
PART IV
 
Item 15.
Exhibits and Financial Statement Schedules
 
(a)
 
Financial statements and schedules required to be filed are listed in Item 8 Of this Form
10-K.*
(b)
 
Exhibits:
 
 
  3.1
  
Articles of Incorporation of Saddlebrook Resorts, Inc., a Florida corporation (P).*
     
 
  3.2
  
Corporate
By-laws
of Saddlebrook Resorts, Inc. (P).*
 
  4.
  
Declaration of Condominium, together with the following:
 
  
(1) Articles of Incorporation of the Saddlebrook Association of Condominium Owners, Inc. a Florida
non-profit
corporation; (2)
By-laws
of the Saddlebrook Association of Condominium Owners, Inc., and (3) Rules and Regulations of the Saddlebrook Association of Condominium Owners, Inc. (P).*
 
10.1
  
Management Contract between Saddlebrook Resorts, Inc. and the Saddlebrook Association of Condominium Owners, Inc. (P).*
 
10.2
  
 
10.3
  
Saddlebrook Rental Management Agency Employment (P).*
 
10.4
  
Form of Purchase Agreement (P).*
 
10.5
  
Form of Deed (P).*
 
10.6
  
Form of Bill of Sale (P).*
 
10.7
  
 
10.8
  
 
10.9
  
 
14.1
  
 
31.1
  
 
31.2
  
 
32.1
  
 
32.2
  
 
101.
  
INS XBRL Instance Document*
 
101.
  
SCH XBRL Taxonomy Extension Schema 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*
 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)*
 
*
Previously filed or furnished with our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 28, 2021, which is being amended hereby.
 
Item 16.
Form
10-K
Summary.
We have elected not to include a summary pursuant to this Item 16.
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.
 
  
SADDLEBROOK RESORTS, INC.
  
(Registrant)
Date: February 7, 2022
  
/s/ Andrew Vaughan III
  
Andrew Vaughan III
  
Accountant