As filed with the Securities and Exchange Commission on June 30, 2005

                                                  Registration No. 333-
                                                                        --------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         AMERICAN LEISURE HOLDINGS, INC.
                         -------------------------------
                       (Name of Registrant in Our Charter)


          NEVADA                           4724                 75-2877111
-----------------------------   ---------------------------   -----------------
 (State or jurisdiction of     (Primary Standard Industrial  (I.R.S. Employer 
Incorporation or organization)  Classification Code Number)  Identification No.)


                                                        MALCOLM J. WRIGHT
         PARK 80 PLAZA EAST                             PARK 80 PLAZA EAST
    SADDLE BROOK, NEW JERSEY 07663                SADDLE BROOK, NEW JERSEY 07663
          (201)  226-2060                                 (201)  226-2060
(Address and telephone number of principal   (Name, address and telephone number
executive offices and principal place of business)     of agent for service)



                                   Copies to:

               David M. Loev, Esq.               Trae O'Neil High, Esq.
        David M. Loev, Attorney at Law      David M. Loev, Attorney at Law
        2777 Allen Parkway, Suite 1000      2777 Allen Parkway, Suite 1000
              Houston, Texas 77019                Houston, Texas 77019
          Telephone:  (713) 524-4110           Telephone:  (713) 524-4110
         Telecopier:  (713) 524-4122           Telecopier:  (713) 524-4122



Approximate  date  of  commencement  of proposed sale to the public:  AS SOON AS
PRACTICABLE  AFTER  THIS  REGISTRATION  STATEMENT  BECOMES  EFFECTIVE.

If  any  of  the securities being registered on this Form are to be offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933  check  the  following  box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number  of  the earlier effective
registration  statement  for  the  same  offering.  [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [ ]

If  delivery  of  the  prospectus  is  expected to be made pursuant to Rule 434,
please  check  the  following  box.  [ ]




                                           CALCULATION OF REGISTRATION FEE


TITLE OF EACH                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
CLASS OF SECURITIES                         AMOUNT TO BE       OFFERING PRICE     AGGREGATE OFFERING         AMOUNT OF
TO BE REGISTERED                           REGISTERED (1)      PER SHARE (2)          PRICE (2)        REGISTRATION FEE (2)
----------------------------------------  -----------------  ------------------  --------------------  ---------------------
                                                                                                  
Common Stock, par value $0.001 per share   5,983,222 shares        $1.525           $9,124,413.55           $1,073.94


(1)  Includes  2,168,000  shares  of  common  stock,  1,440,750  shares issuable
     upon  conversion of convertible promissory notes, 1,811,532 shares issuable
     upon  exercise  of warrants, and 562,940 shares issuable upon conversion of
     convertible Series C preferred stock.

(2)  Estimated  solely  for  purposes  of  calculating  the  registration fee in
     accordance  with  Rule  457(c)  under the Securities Act of 1933, using the
     average  of  the  bid  and  asked price as reported on the over-the-counter
     Bulletin Board as 

     THE  REGISTRANT  HEREBY  AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE  A  FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT THIS REGISTRATION
STATEMENT  SHALL  THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT  OF  1933  OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY  DETERMINE.



THE  INFORMATION  IN  THIS  PROSPECTUS  IS  NOT COMPLETE AND MAY BE CHANGED. THE
SELLING  STOCKHOLDERS  MAY  NOT  SELL  THESE  SECURITIES  UNTIL THE REGISTRATION
STATEMENT  FILED  WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS  IS  NOT  AN  OFFER  TO  SELL THESE SECURITIES AND WE AND THE SELLING
STOCKHOLDERS  ARE  NOT SOLICITING ANY OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE  THE  OFFER  OR  SALE  IS  NOT  PERMITTED.

PROSPECTUS (Subject to Completion)
Dated June 30, 2005

                         AMERICAN LEISURE HOLDINGS, INC.
                        5,983,222 SHARES OF COMMON STOCK

     The  selling stockholders are offering 5,983,222 shares of our common stock
for  resale  under  this  prospectus  for  their  own  account.  The  selling
stockholders directly own 2,168,000 shares of the common stock being offered and
have  the right to acquire the remaining 3,815,222 shares upon the conversion of
up  to  150%  of  the  principal  balance  of convertible notes, the exercise of
warrants  and/or the conversion of Series C preferred stock.  We are not selling
any  shares of common stock in this offering; therefore, we will not receive any
proceeds  from  this  offering.  We  may,  however,  receive  proceeds  from the
exercise  of  warrants  by  the selling stockholders as discussed in more detail
elsewhere  in  this  prospectus.


                          -----------------------------

     High  and  low  bid  information  for  our  common  stock  is listed on the
over-the-counter  Bulletin  Board (the "OTCBB") under the trading symbol "AMLH."
The selling stockholders have advised us that the shares of common stock offered
by  them  may  be  sold  directly  to  purchasers by the selling stockholders as
principals  or through one or more underwriters, brokers, dealers or agents from
time  to  time  in  one or more transactions (which may involve crosses or block
transactions) (i) on the over-the-counter market or in any other market on which
the price of our shares of common stock are quoted or (ii) in transactions other
than on the over-the-counter market or in any other market on which the price of
our shares of common stock are quoted.  As of the date of this prospectus, we do
not  have  knowledge  of  an  intention  by the selling stockholders to sell the
shares  of  common  stock  being  offered  in  this  prospectus.


                          -----------------------------

     INVESTING  IN  OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD
PURCHASE OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT.
WE  URGE  YOU  TO READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3 ALONG WITH
THE  REST  OF  THIS  PROSPECTUS  BEFORE  YOU  MAKE  YOUR  INVESTMENT  DECISION.

     NEITHER  THE  SECURITIES  AND  EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.


                          -----------------------------

You  should  rely only on the information contained in this prospectus.  We have
not  authorized  anyone  to  provide you with information that is different from
that  contained  in  this  prospectus.  The  information  in  this prospectus is
complete  and accurate only as of the date on this front cover regardless of the
time  of  delivery of this prospectus or of any sale of shares. Except where the
context  requires  otherwise,  in  this  prospectus,  the  "Company," "we," "us"
"AMLH,"  and  "our"  refer  to  American  Leisure  Holdings,  Inc.,  a  Nevada
corporation,  and,  where  appropriate,  its  subsidiaries.




                                TABLE OF CONTENTS

PROSPECTUS  SUMMARY                                                            1

RISK  FACTORS                                                                  3

SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS                         11

USE  OF  PROCEEDS                                                             12

SELLING  STOCKHOLDERS                                                         12

PLAN  OF  DISTRIBUTION                                                        15

LEGAL  PROCEEDINGS                                                            16

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTER  AND  CONTROL  PERSONS             18

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS,  MANAGEMENT             20

DESCRIPTION  OF  SECURITIES                                                   21

EXPERTS                                                                       24

LEGAL  MATTERS                                                                24

INTEREST  OF  NAMED  EXPERTS                                                  24

DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR 
SECURITIES ACT LIABILITIES                                                    24

DESCRIPTION  OF  BUSINESSES                                                   25

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS                                       31

DESCRIPTION  OF  PROPERTY                                                     38

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                            38

MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS               40

EXECUTIVE  COMPENSATION                                                       41

FINANCIAL  STATEMENTS                                                         44

AVAILABLE  INFORMATION                                                        72



                               PROSPECTUS SUMMARY

     This  summary highlights information contained elsewhere in this prospectus
and  does  not contain all of the information you should consider in making your
investment  decision.  You  should  read  this  summary  together  with the more
detailed  information, including our financial statements and the related notes,
elsewhere in this prospectus. You should carefully consider, among other things,
the  matters  discussed  in  "Risk  Factors."

                         AMERICAN LEISURE HOLDINGS, INC.

     American  Leisure  Holdings,  Inc. is in the process of developing a large,
multi-national  travel  services,  travel  management  and  travel  distribution
organization.  Our  Travel Division offers a wide range of corporate and leisure
services  that  will merge the best available technology with traditional client
service  to  promote  an efficient and complete travel management experience. In
addition,  to our Travel Division, we also have a Resort Development Division to
develop,  construct  and  manage  vacation home ownership and travel destination
resorts  and  properties.  Our  founding  shareholders  and  officers  have  had
experience in developing vacation properties in Europe that we intend to utilize
in  the  development  and marketing of our resorts. Our first such resort is THE
SONESTA  ORLANDO  RESORT  AT  TIERRA  DEL  SOL,  a  972  luxury,  town  home and
condominium unit property to be located in the Orlando, Florida theme park area.
We  now  have  pre-sold 100% of the town homes and have accepted reservations on
41%  of the condominiums, resulting in over $243,000,000 in gross contract value
as  of  June  15, 2005. We have received a term sheet from a national lender for
the  vertical construction of the resort and are currently negotiating the final
terms.  We  anticipate  reiving  a firm binding commitment during July 2005. Our
Travel Division is currently comprised of a retail, corporate and leisure travel
management  company  as  well  as a travel systems provider that services travel
agencies worldwide. We also promote the sale of our travel products by marketing
through affinity clubs that we develop and operate. We plan to launch on average
a  new  club  every  two  months  for  the  next eighteen months. We also have a
Communications  Division.  One  of  our  subsidiaries  owns  a  call  center  in
Antigua-Barbuda  that  is currently being operated on our behalf through a joint
venture  in  which  we  have  a  49%  interest.  Our  businesses are intended to
complement  each  other  and  create cross-marketing opportunities. We intend to
take  advantage of the synergies between the distribution of travel services and
the  development,  marketing,  sale  and  management  of  luxury  vacation  home
ownership and travel destination resorts.

     In  October  2003,  we  acquired  a  51%  stock  interest in Hickory Travel
Systems,  Inc.  as the first building block of our Travel Division. Hickory is a
travel  management  service  organization  that  primarily  serves  a
network/consortium  of approximately 160 well-established travel agency members,
comprised  of  over  3,000  travel  agents  worldwide  that  focus  primarily on
corporate  travel.  We intend to complement our other businesses through the use
of  Hickory's  24-hour  reservation  services, international rate desk services,
discount  hotel  programs,  preferred supplier discounts, commission enhancement
programs,  marketing services, professional services, automation and information
exchange.  We  view  the  members  of Hickory as a potential resource for future
acquisitions  of  viable  travel  agencies  to add to our Travel Division, as we
intend  to  continue  to  expand  our  Travel  Division  via  the acquisition of
well-positioned travel agencies.

     In December 2004, we acquired substantially all of the assets of Around The
World  Travel,  Inc., which included the business name "TraveLeaders" and all of
the  tangible  and  intangible  assets  necessary  to  operate  TraveLeaders.
TraveLeaders  is  a  fully integrated travel services distribution business that
provides  its clients with a comprehensive range of business and vacation travel
services in both traditional and e-commerce platforms including corporate travel
management, leisure sales, and meeting, special event and incentive planning.

     We  are  in  the  process  of  integrating the administrative operations of
Hickory  and TraveLeaders to distribute, fulfill and manage our travel services.
We  will use the travel distribution, fulfillment and management services of the
combined  resources  of Hickory and TraveLeaders to provide customized corporate
travel management and consumer bookings at our planned resorts, to rent 
vacation  homes  that  we  plan  to  manage at these resorts, and to fulfill the
travel  service needs of our affinity-based travel clubs. TraveLeaders currently
fulfills travel orders produced by our affinity travel clubs.

                              CORPORATE INFORMATION

     Our  principal  executive offices are located at Park 80 Plaza East, Saddle
Brook,  New  Jersey  07663  and  our  telephone  number  is  (201) 226-2060. Our
corporate website is www.americanleisureholdings.com. The information on our web
sites is not a part of this prospectus.

     We  were  incorporated  in Nevada in June 2000 as Freewillpc.com, Inc., and
until  June  2002,  operated  as a web-based retailer of built-to-order personal
computers  and  brand  name  related  peripherals,  software,  accessories  and
networking products. In June 2002, we acquired American Leisure Corporation in a
reverse  merger.  We re-designed and structured our business to own, control and
direct a series of companies in the travel and tourism industries so that we can
achieve  vertical  and  horizontal  integration  in the sourcing and delivery of
corporate  and  vacation  travel  services  for vacation resorts that we plan to
develop as well as for the corporate and leisure travel markets.

                                        1






                                  THE OFFERING


                                                  
COMMON STOCK OFFERED (1)           5,983,222 shares by selling stockholders

OFFERING PRICE                     Market price

COMMON STOCK OUTSTANDING 
BEFORE THE OFFERING                10,137,974 shares as of June 30, 2005


COMMON STOCK OUTSTANDING 
AFTER THE OFFERING (2)             12,990,256


USE OF PROCEEDS                    We  will  not  receive  any  proceeds  from
                                   the  shares  offered  by  the  selling
                                   stockholders. (3)



MARKET FOR OUR COMMON STOCK        Our  common  stock  is  quoted  on  the OTCBB
                                   under  the  trading symbol "AMLH." The market
                                   for  our common stock is highly volatile. The
                                   securities  offered  hereby  involve  a  high
                                   degree  of  risk and substantial dilution. We
                                   can  provide  no  assurance that a market for
                                   our  common  stock  will  continue or provide
                                   more liquidity than currently available. If a
                                   market is created, it will likely be illiquid
                                   and sporadic. See "Risk Factors."

(1)  Includes  1,440,750  shares  issuable  to  the  selling  stockholders  upon
     the  conversion of up to 150% (rather than 100%) of the principal amount of
     convertible  promissory  notes  for  principal, and any accrued interest or
     other charges, 2,168,000 shares directly owned by the selling stockholders,
     1,411,532  shares issuable to the selling stockholders upon the exercise of
     warrants  at  $1.02  per  share,  400,000  shares  issuable  to the selling
     stockholders  upon the exercise of warrants at $5.00 per share, and 562,940
     shares issuable to the selling stockholders upon the conversion of Series C
     preferred  stock  With  respect  to  the  convertible promissory notes, the
     selling  stockholders  may receive one share for every $15.00 of principal,
     accrued interest or other charges converted under a $6,000,000 note and one
     share for every $10.00 converted under a $4,000,000 note, a $1,250,000 note
     and a $1,355,000 note.

(2)  Assuming  full  conversion  of  150%  (rather  than  100%) of the principal
     amount  of  the  convertible  promissory  notes  for principal, and accrued
     interest  or  other  charges  and  exercise  of  the  warrants  to purchase
     1,411,532 shares at $1.02 per share.

(3)  We  may,  however,  receive  proceeds  from  the  exercise of warrants held
     by  selling stockholders. We will use any proceeds that we may receive from
     the exercise of the warrants for general working capital purposes. See "Use
     of Proceeds."




                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION

     The  following  tables  summarize financial data regarding our business and
should  be  read  together with "Management's Discussion and Analysis or Plan of
Operation"  and  our  consolidated  financial  statements  and the related notes
included  elsewhere  in  this  prospectus.






                                                               YEAR ENDED DECEMBER 31,   THREE MONTHS ENDED MARCH 31,
                                                            ---------------------------  ---------------------------
                                                                2004           2003          2005           2004
                                                            -------------  ------------  -------------  ------------
                                                                     (Audited)                   (Unaudited)
                                                                     Restated                      Restated
                                                                                                 
CONSOLIDATED STATEMENT OF OPERATION DATA:

Revenue                                                     $  6,419,320   $ 3,327,483   $  2,675,674   $ 1,186,665 

Loss from Operations                                          (4,209,749)   (1,616,502)      (160,864)   (1,007,873)

Other Expense                                                 (2,922,076)           --       (393,319)           -- 

Minority Interest                                               (510,348)      510,348             --       256,624 

Provision for Income Taxes                                       (12,824)           --             --        (1,135)

Net Loss                                                      (6,634,301)   (2,126,850)      (554,183)     (752,384)

Net Loss Available to Common Stockholders                   $ (7,882,632)  $(3,209,875)  $   (905,073)  $(1,028,353)

Loss Per Share: Basic and Diluted                           $      (0.92)  $     (0.47)  $      (0.09)  $     (0.13)

                                        2


                                                                   AT DECEMBER 31,               AT MARCH 31,
                                                            ---------------------------  ---------------------------
                                                                2004           2003          2005           2004
                                                            -------------  ------------  -------------  ------------
                                                                     (Audited)                   (Unaudited)
                                                                     Restated                      Restated
CONSOLIDATED BALANCE SHEET DATA:

Total assets                                                $ 67,401,981   $25,376,475     66,608,315    31,615,550 

Total liabilities                                             61,117,979    21,932,013     61,072,144    28,752,337 

Common and preferred stock and additional paid-in capital     18,579,123     7,856,970     18,736,365     6,352,802 

Accumulated deficit                                          (12,295,121)   (4,412,488)   (13,200,194)   (3,489,589)

Total shareholders' equity                                     6,284,002     3,444,462      5,536,171     2,863,213 


                                  RISK FACTORS

     We  are  subject  to  various  risks that may materially harm our business,
financial  condition  and  results of operations.  You should carefully consider
the  risks  and  uncertainties described below and the other information in this
prospectus  before deciding to purchase our common stock.  If any of these risks
or uncertainties actually occurs, our business, financial condition or operating
results  could  be  materially  harmed.  In  that case, the trading price of our
common  stock  could  decline and you could lose all or part of your investment.

RISKS  RELATING  TO  OUR  CAPITAL  AND  LIQUIDITY  NEEDS

WE  HAVE  A  LIMITED  HISTORY  OF  OPERATIONS AND WE HAVE A HISTORY OF OPERATING
LOSSES.

     Since  our inception, we have been assembling our Travel Division including
the  acquisition  of  Hickory in October 2003 and TraveLeaders in December 2004,
planning  The  Sonesta  Orlando  Resort  at Tierra del Sol, building travel club
membership  databases,  and assembling our management team. We have incurred net
operating  losses  since  our  inception.  As  of  March  31,  2005,  we  had an
accumulated  deficit  of  $13,200,194.

WE  MAY  NOT  GENERATE ENOUGH OPERATING REVENUE OR CAPITAL TO MEET OUR OPERATING
AND  DEVELOPMENT  COSTS.

     Our  costs of establishing our business models for both the Travel Division
and  the  Resort  Development  Division,  including  acquisitions  and  the  due
diligence costs of that process, together with the un-financed development costs
incurred  in  the  Resort  Development  Division  requires  significant capital.
Historically,  our sources for capital have been through loans from our founding
and  majority  shareholders  as  well  as  from  loans from our capital partner,
Stanford  Venture  Capital  Holdings,  Inc.  If we are unable to generate enough
operating  revenue  to  satisfy  our  capital  needs  or we cannot obtain future
capital  from  our  founding and majority shareholders or from Stanford, it will
have  a  material  adverse  effect  on  our  financial  condition and results of
operation.


                                        3



WE  HAVE  RECEIVED  $11,605,000  OF CONVERTIBLE DEBT FINANCING FROM STANFORD
VENTURE  CAPITAL,  INC., WHICH IS SECURED BY MORTGAGES ON OUR PROPERTY AND LIENS
ON  OUR  ASSETS.

     We  have  received  an  aggregate  of  $11,605,000 of convertible debt
financing  from  Stanford. The terms of our financial arrangements with Stanford
are  secured  by  the  following  mortgages  on  our properties and liens on our
assets:

     -    Our  $6,000,000  credit  facility  is  secured by a second mortgage on
          The Sonesta Orlando Resort at Tierra del Sol which we plan to develop,
          including  all fixtures and personal property to be located on or used
          in  connection  with  these  property,  and  all  of  the  issued  and
          outstanding  capital  stock  and  assets  of  two of our subsidiaries,
          American  Leisure  Marketing  & Technology, Inc. and Caribbean Leisure
          Marketing Limited
     -    Our  $4,250,000  credit  facility  is  secured  by  collateral
          assignments of our stock in the active Travel Division subsidiaries as
          well as a collateral assignment of our first lien security interest in
          the assets formerly owned by Around The World Travel, Inc.
     -    Our  $1,355,000  credit  facility  is  secured  by  all  of the issued
          and  outstanding  stock of our subsidiary, Caribbean Leisure Marketing
          Limited.

In  addition,  Malcolm  J. Wright, our President, Chief Executive Officer, Chief
Financial  Officer  and  a  member of our board of directors provided a personal
guarantee  for  our  $6,000,000  credit facility.  If we fail to comply with the
covenants  in our credit facility, Stanford may accelerate the amounts due under
the credit facility and may foreclose on our assets and property that secure the
loans.


                         RESORT DEVELOPMENT DIVISION

WE  NEED  TO  CLOSE  A  $96,600,000 CONSTRUCTION LOAN FOR THE RESORT DEVELOPMENT
DIVISION  IN  ORDER  TO  BUILD  THE  SONESTA  ORLANDO  RESORT AT TIERRA DEL SOL.

     We need to complete the process of complying with the terms of a term sheet
offer made to us by a national lender to provide the $96,600,000 of construction
financing  for  The Sonesta Orlando Resort at Tierra del Sol.  Our compliance is
also  necessary  to  trigger  the  issuance and sale of $26,000,000 of Westridge
Community  Development District bonds.  Proceeds from the sale of the bonds will
be  used  to  construct  the infrastructure of the resort and to acquire certain
lands  from us for public dedication.  Proceeds from the sale of the bonds are a
necessary  component  to  the  capital  structure  of the project to develop the
resort.  If  we cannot complete the compliance required by the term sheet offer,
it  will  cause  a  delay  in  the  construction  of  the  resort.

EXCESSIVE  CLAIMS  FOR DEVELOPMENT-RELATED DEFECTS IN ANY REAL ESTATE PROPERTIES
THAT  WE  PLAN  TO BUILD THROUGH OUR RESORT DEVELOPMENT DIVISION COULD ADVERSELY
AFFECT  OUR  LIQUIDITY,  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS.

     We  will  engage third-party contractors to construct our resorts. However,
our  customers  may  assert  claims against us for construction defects or other
perceived  development  defects  including,  but  not  limited  to,  structural
integrity,  the  presence  of  mold  as  a  result  of  leaks  or other defects,
electrical  issues,  plumbing  issues,  or  road  construction,  water  or sewer
defects.  In  addition,  certain  state  and  local laws may impose liability on
property  developers  with  respect  to  development  defects  discovered in the
future.  To  the extent that the contractors do not satisfy any proper claims as
they  are  primarily  responsible,  a  significant  number  of  claims  for
development-related  defects  could  be  brought against us.  To the extent that
claims  brought  against  us  are not covered by insurance, our payment of those
claims could adversely affect our liquidity, financial condition, and results of
operations.


MALCOLM  J.  WRIGHT,  WHO  SERVES  AS OUR CHIEF EXECUTIVE OFFICER, PRESIDENT AND
CHIEF  FINANCIAL OFFICER AND AS A DIRECTOR, IS INVOLVED IN OTHER BUSINESSES THAT
HAVE  CONTRACTED WITH US AND IS ALSO INVOLVED WITH PROPERTY DEVELOPMENT PROJECTS
THAT  MAY  BE  IN  COMPETITION  WITH  US.

     Malcolm  J.  Wright is the President of American Leisure Real Estate Group,
Inc.,  a  real  estate development company with which we have contracted for the
development  of  The  Sonesta Orlando Resort at Tierra del Sol. Mr. Wright is an
officer  of  Xpress  Ltd., with which we have contracted for exclusive sales and
marketing  for  The Sonesta Orlando Resort at Tierra del Sol. Mr. Wright is also
an  officer of Innovative Concepts, Inc., which operates a landscaping business,
and  M J Wright Productions, Inc., which owns our Internet domain names. Because
Mr.  Wright  is  employed by us and the other party to these transactions, these
transactions  may  be  or  may  be  considered  to  be  on  terms  that  are not
arms'-length  and  may not be as advantageous to us as agreements with unrelated
third  parties. From time to time, Mr. Wright pursues real estate investment and
sales  ventures  that may be in competition with ventures that we pursue or plan
to pursue.

BECAUSE  MALCOLM J. WRIGHT, WHO SERVES AS OUR CHIEF EXECUTIVE OFFICER, PRESIDENT
AND  CHIEF FINANCIAL OFFICER AND AS A DIRECTOR, IS INVOLVED IN A NUMBER OF OTHER
BUSINESSES,  HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME
TO  OUR  BUSINESS  OPERATIONS.

     Malcolm  J.  Wright is the President of American Leisure Real Estate Group,
Inc.,  Xpress  Ltd.,  Innovative  Concepts,  Inc., M J Wright Productions, Inc.,
Resorts  Development Group, LLC, Osceola Business Managers, Inc., Florida World,
Inc.  and  SunGate  Resort  Villas, Inc.  It is possible that the demands on Mr.
Wright  from  these  other businesses could increase with the result that he may
have less time to devote to our business. We do not have an employment agreement
with  Mr.  Wright  and he is under no requirement to spend a specified amount of
time  on  our business. As a result, Mr. Wright may not spend sufficient time in
his  roles  as an executive officer and a director of our company to realize our
business plan. If Mr. Wright does not have sufficient time to serve our company,
it  could  have  a  material  adverse  effect  on  our  business  and results of
operations.

                                        4


WE  MAY PROVIDE THE EXECUTIVE OFFICERS OF OUR SUBSIDIARIES AN AGGREGATE BONUS OF
UP  TO  19%  OF THE PRE-TAX PROFITS OF THE SUBSIDIARY IN WHICH THEY SERVE AS OUR
EXECUTIVE  OFFICERS,  WHICH  WOULD  REDUCE  ANY  PROFITS  THAT  WE  MAY  EARN.

     We  may  provide  the  executive  officers  of  each of our subsidiaries an
aggregate bonus of up to 19% of the pre-tax profits, if any, of the subsidiaries
in  which  they serve as executive officers. Malcolm J. Wright would receive 19%
of  the  pre-tax  profits  of  Leisureshare  International  Ltd,  Leisureshare
International  Espanola SA, American Leisure Homes, Inc., Advantage Professional
Management  Group,  Inc.,  Tierra  del  Sol  Resort,  Inc., and American Leisure
Hospitality  Group,  Inc.  We  do  not  have  any  agreements  with our officers
regarding  the  bonus  other  than L. William Chiles.  Mr. Chiles is entitled to
receive  19%  of the profits of Hickory up to a maximum payment over the life of
his  contract  of $2,700,000. As Mr. Chiles' bonus is limited, it is not subject
to  the  buy-out  by  us  described  below.  The executive officers of our other
subsidiaries  would  share  a  bonus  of up to 19% of the pre-tax profits of the
subsidiary in which they serve as executive officers. We would retain the right,
but  not  have  the  obligation  to  buy out all of the above agreements after a
period  of five years by issuing such number of shares of our common stock equal
to  the product of 19% of the average after-tax profits for the five-year period
multiplied  by  one-third of the price-earnings ratio of our common stock at the
time  of  the  buyout  divided  by the greater of the market price of our common
stock  or $5.00. If we pay bonuses in the future, it will reduce our profits and
the amount, if any, that we may otherwise have available to pay dividends to our
preferred  and  common  stockholders.

WE  HAVE  EXPERIENCED  DELAYS  IN  OBTAINING  SIGNATURES  FOR  AGREEMENTS  AND
TRANSACTIONS,  WHICH  HAVE  PREVENTED  THEM  FROM  BEING  FINALIZED.

     We  have  experienced delays in obtaining signatures for various agreements
and  transactions.  In  some  cases, we have either disclosed the terms of these
agreements  and  transactions  in  our  periodic and other filings with the SEC;
however,  these  agreements  and  transactions  are  not  final.  Until they are
finalized, their terms are subject to change although we do not have any present
intention  to  do  so. If the terms of these agreements and transactions were to
change, we may be required to amend our prior disclosure and any revisions could
be  substantial.

WE  ARE  RELIANT  ON  KEY MANAGEMENT AND IF WE LOSE ANY OF THEM, IT COULD HAVE A
MATERIAL  ADVERSE  AFFECT  ON  OUR  BUSINESS  AND  RESULTS  OF  OPERATIONS.

     Our  success  depends,  in part, upon the personal efforts and abilities of
Malcolm J. Wright and L. William Chiles. Mr. Wright is a Director of the Company
and  the  Company's  Chief  Executive  Officer,  President  and  Chief Financial
Officer.  Mr.  Chiles is a Director of the Company and President of Hickory. Our
ability to operate and implement our business plan is dependent on the continued
service  of  Messrs.  Wright  and  Chiles.  We  have  entered into an employment
agreement  with Mr. Chiles as discussed elsewhere in this prospectus.  We are in
the  process of entering into a written employment agreement with Mr. Wright. If
we  are  unable  to  retain and motivate them on economically feasible terms our
business  and  results  of  operations  will  be  materially adversely affected.

IF  WE  DO NOT EVENTUALLY PAY MALCOLM J. WRIGHT, OUR CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER FOR HIS SERVICES AS AN EXECUTIVE OFFICER AND A DIRECTOR,
WE  COULD  LOSE  HIS  SERVICES.

     We have not paid cash to Malcolm J. Wright for his services as an executive
officer  and  a  director  as  of  the  date  of this prospectus; however, he is
entitled to receive various forms of remuneration from us such as accrued salary
of  $500,000  per year beginning in 2004 and accrued compensation of $18,000 per
year  for  serving as a director.  We may pay Mr. Wright a bonus of up to 19% of
the  pre-tax  profits,  if  any, of various subsidiaries as discussed above.  We
have  made  payments  to  entities controlled by Mr. Wright in consideration for
substantial  services  that  those  entities have provided to us for The Sonesta
Orlando  Resort  at  Tierra  del  Sol.  If  we do not eventually pay cash to Mr.
Wright  for  his  salary, director's compensation and bonus, he may determine to
spend  less of his time on our business or to resign his positions as an officer
and  a  director.

                               TRAVEL DIVISION  

WE  NEED  APPROXIMATELY  $1,500,000  OF  CAPITAL  THROUGH THE END OF THE CURRENT
FISCAL YEAR FOR THE TRAVEL DIVISION THAT MAY NOT BE AVAILABLE TO US ON FAVORABLE
TERMS, IF AT ALL.

We  need to raise approximately $1,500,000 through the end of the current fiscal
year  for  the  working  capital  needs  for  the Travel Division which includes
Hickorys  requirement  through  the  third quarter of 2005 to cover its seasonal
losses,  TraveLeaders  requirements  during  its  reorganization  to  adopt  our
business  models,  and  our operating costs prior to closing a construction loan
(discussed  below).  If  we  do  not  receive  a sufficient amount of additional
capital  on acceptable terms, or at all, we may be unable to fully implement our
business  plan. We have identified sources of additional working capital, but we
do  not  have  any  written commitments from third parties or from our officers,
directors  or  majority shareholders. Additional capital may not be available to
us  on  favorable  terms,  if at all. If we cannot obtain a sufficient amount of
additional  capital, we will have to delay, curtail or scale back some or all of
our travel operations, any of which would materially adversely affect our travel
businesses.  In  addition,  we  may  be  required  to  delay  the acquisition of
additional  travel agencies and restructure or refinance all or a portion of our
outstanding debt.

OUR  COMMISSIONS AND FEES ON CONTRACTS WITH SUPPLIERS OF TRAVEL SERVICES FOR OUR
TRAVEL  DIVISION  MAY  BE REDUCED OR THESE CONTRACTS MAY BE CANCELLED AT WILL BY
THE  SUPPLIERS  BASED  ON  OUR  VOLUME  OF BUSINESS, WHICH COULD HAVE A MATERIAL
ADVERSE  EFFECT  ON  OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS.

     Our suppliers of travel services including airline, hotel, cruise, tour and
car  rental  suppliers  may  reduce  the commissions and fees that we earn under
contract  with  them  based on the volume of business that we generate for them.
These  contracts  generally renew annually and in some cases may be cancelled at
will  by  the  suppliers.  If  we  cannot  maintain  our volume of business, our
suppliers  could contract with us on terms less favorable than the current terms
of  our  contracts or the terms of their contracts with our competitors, exclude
us  from  the products and services that they provide to our competitors, refuse
to  renew  our  contracts,  or, in some cases, cancel their contracts with us at
will.  In addition, our suppliers may not continue to sell services and products
through  global  distribution  systems  on  terms  satisfactory to us. If we are
unable to maintain or expand our volume of business, our ability to offer travel
service  or  lower-priced  travel  inventory could be significantly reduced. Any
discontinuance  or deterioration in the services provided by third parties, such
as  global  distribution  systems  providers,  could  prevent our customers from
accessing  or  purchasing  particular  travel  services  through  us.  If  these
suppliers  were to cancel or refuse to renew our contracts or renew them on less
favorable  terms,  it  could  have  a  material  adverse effect on our business,
financial  condition  or  results  of  operations.

                                        5


OUR  SUPPLIERS  OF  TRAVEL  SERVICES  TO  OUR  TRAVEL  DIVISION  COULD REDUCE OR
ELIMINATE OUR COMMISSION RATES ON BOOKINGS MADE THROUGH US BY PHONE AND OVER THE
INTERNET,  WHICH  COULD  REDUCE  OUR  REVENUES.

     We  receive  commissions  paid  to us by our travel suppliers such as hotel
chains  and  cruise companies for bookings that our customers make through us by
phone  and  over the Internet. Consistent with industry practices, our suppliers
are  not  obligated  by  regulation  to  pay  any specified commission rates for
bookings  made  through  us  or to pay commissions at all. Over the last several
years,  travel suppliers have substantially reduced commission rates. Our travel
suppliers  have  reduced  our  commission  rates  in  certain  instances. Future
reductions,  if  any,  in  our  commission  rates  that  are not offset by lower
operating costs could have a material adverse effect on our business and results
of  operations.

FAILURE  TO MAINTAIN RELATIONSHIPS WITH TRADITIONAL TRAVEL AGENTS FOR OUR TRAVEL
DIVISION  COULD  ADVERSELY  AFFECT  OUR  BUSINESS  AND  RESULTS  OF  OPERATIONS.

     Hickory  has  historically  received, and expects to continue to receive, a
significant portion of its revenue through relationships with traditional travel
agents.  Maintenance  of  good relationships with these travel agents depends in
large  part on continued offerings of travel services in demand, and good levels
of  service  and  availability. If Hickory does not maintain good relations with
its  travel  agents,  these  agents could terminate their memberships and use of
Hickory's  products  and services, which would have a material adverse effect on
our  business  and  results  of  operations.

DECLINES  OR  DISRUPTIONS  IN THE TRAVEL INDUSTRY COULD SIGNIFICANTLY REDUCE OUR
REVENUE  FROM  THE  TRAVEL  DIVISION.

     Potential  declines  or  disruptions in the travel industry may result from
any  one  or  more  of  the  following  factors:

     -    price  escalation  in  the  airline  industry  or other travel related
          industries;
     -    airline or other travel related strikes;
     -    political instability, war and hostilities;
     -    long term bad weather;
     -    fuel price escalation;
     -    increased occurrence of travel-related accidents; and
     -    economic downturns and recessions.


                                        6


OUR TRAVEL REVENUES MAY FLUCTUATE FROM QUARTER TO QUARTER DUE TO SEVERAL FACTORS
INCLUDING  ONES  THAT  ARE OUTSIDE OF OUR CONTROL, AND IF OUR REVENUES ARE BELOW
OUR  EXPECTATIONS  IT WOULD LIKELY HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS
OF OPERATIONS.

     We  may  experience  fluctuating  revenues because of a variety of factors,
many  of  which  are outside our control. These factors may include, but are not
limited  to,  the  timing of new contracts; reductions or other modifications in
our  clients'  marketing  and  sales  strategies;  the  timing of new product or
service  offerings;  the  expiration or termination of existing contracts or the
reduction  in  existing  programs;  the timing of increased expenses incurred to
obtain  and  support  new business; changes in the revenue mix among our various
service  offerings;  labor  strikes  and  slowdowns  at airlines or other travel
businesses;  and  the  seasonal pattern of TraveLeaders' business and the travel
agency  members  of  Hickory.  In addition, we make decisions regarding staffing
levels,  investments  and  other  operating  expenditures  based  on our revenue
forecasts.  If  our  revenues  are  below expectations in any given quarter, our
operating  results  for  that  quarter  would  likely  be  materially  adversely
affected.

GLOBAL  TRAVEL  DISTRIBUTION  SYSTEM  CONTRACTS THAT WE MAY ENTER INTO GENERALLY
PROVIDE FOR FINANCIAL PENALTIES FOR NOT ACHIEVING PERFORMANCE OBJECTIVES.

     We  are  seeking  to  enter  into  multi-year  global  distribution  system
contracts.  These contracts typically cover a five-year period and would require
us  to  meet  certain  performance  objectives.  If we do not structure a global
distribution  system contract effectively, it may trigger financial penalties if
the  performance objectives are not met.  In the event that we enter into global
distribution system contracts and are unable to meet the performance objectives,
it  would  have a material adverse effect on our business, liquidity and results
of  operations.

OUR CONTRACTS WITH CLIENTS OF THE TRAVELEADERS BUSINESS DO NOT GUARANTEE THAT WE
WILL  RECEIVE  A  MINIMUM  LEVEL  OF  REVENUE,  ARE  NOT  EXCLUSIVE,  AND MAY BE
TERMINATED  ON  RELATIVELY  SHORT  NOTICE.

     Our  contracts with clients of the TraveLeaders business do not ensure that
we  will  generate  a  minimum  level  of revenue, and the profitability of each
client  may fluctuate, sometimes significantly, throughout the various stages of
our  sales cycles. Although we will seek to enter into multi-year contracts with
our  clients,  our  contracts  generally  enable  the  client  to  terminate the
contract,  or  terminate  or  reduce customer interaction volumes, on relatively
short  notice. Although some contracts require the client to pay a contractually
agreed  amount in the event of early termination, there can be no assurance that
we  will  be  able to collect such amount or that such amount, if received, will
sufficiently  compensate us for our investment in any canceled sales campaign or
for  the revenues we may lose as a result of the early termination. If we do not
generate  minimum  levels of revenue from our contracts or our clients terminate
our  multi-year  contracts,  it  will  have  a  material  adverse  effect on our
business,  results  of  operation  and  financial  condition.

WE  RECEIVE  CONTRACTUALLY SET SERVICE FEES AND HAVE LIMITED ABILITY TO INCREASE
OUR  FEES  TO  MEET  INCREASING  COSTS.

     Most of our travel contracts have set service fees that we may not increase
if,  for  instance, certain costs or price indices increase. For the minority of
our contracts that allow us to increase our service fees based upon increases in
cost or price indices, these increases may not fully compensate us for increases
in  labor  and  other  costs  incurred  in  providing the services. If our costs
increase  and  we  cannot,  in  turn,  increase  our  service fees or we have to
decrease  our  service  fees  because  we  do  not  achieve  defined performance
objectives,  it  will have a material adverse effect on our business, results of
operations and financial condition.




                                        7


THE TRAVEL INDUSTRY IS LABOR INTENSIVE AND INCREASES IN THE COSTS OF OUR 
EMPLOYEES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, LIQUIDITY OR
RESULTS OF OPERATIONS.

     The  Travel  industry is labor intensive and has experienced high personnel
turnover.  A  significant increase in our personnel turnover rate could increase
our  recruiting  and  training  costs  and  decrease operating effectiveness and
productivity.  If  we  obtain a significant number of new clients or implement a
significant  number  of new, large-scale campaigns, we may need to recruit, hire
and train qualified personnel at an accelerated rate, but we may be unable to do
so.  Because  significant portions of our operating costs relate to labor costs,
an  increase  in  wages,  costs  of employee benefits, employment taxes or other
costs  associated with our employees could have a material adverse effect on our
business, results of operations or financial condition.

OUR INDUSTRY IS SUBJECT TO INTENSE COMPETITION AND COMPETITIVE PRESSURES 
COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL 
CONDITION.

     We  believe  that  the  market in which we operate is fragmented and highly
competitive  and  that  competition may intensify in the future. We compete with
small  firms  offering specific applications, divisions of large entities, large
independent firms and the in-house operations of clients or potential clients. A
number  of  competitors  have  or may develop greater capabilities and resources
than  us.  Additional  competitors  with greater resources than us may enter our
market. Competitive pressures from current or future competitors could cause our
services  to  lose market acceptance or result in significant price erosion, all
of  which  could  have  a  material adverse effect upon our business, results of
operations or financial condition.

                        CALL CENTER

WE  MAY NOT BE ABLE TO KEEP UP WITH CURRENT AND CHANGING TECHNOLOGY ON WHICH OUR
BUSINESS  IS  DEPENDENT.

     Our  call  center  and communications business is dependent on our computer
and  communications  equipment  and  software  capabilities.  The  underlying
technology  is  continually  changing.  Our  continued  growth  and  future
profitability  depends  on  a number of factors affected by current and changing
technology,  including  our  ability  to

     -    expand our existing service offerings;
     -    achieve cost efficiencies in our existing call centers; and
     -    introduce  new  services  and  products  that  leverage and respond to
          changing technological developments.

     The  technologies  or  services developed by our competitors may render our
products or services non competitive or obsolete.  We may not be able to develop
and  market  any  commercially  successful  new  services  or products.  We have
considered  integrating  and automating our customer support capabilities, which
we  expect  would  decrease  costs  by  a  greater  amount  than any decrease in
revenues;  however,  we  could  be  wrong  in these expectations. Our failure to
maintain  our technological capabilities or respond effectively to technological
changes  could  have  a  material  adverse  effect  on  our business, results of
operations  or  financial  condition.

A BUSINESS INTERRUPTION AT OUR CALL CENTER, WHETHER OR NOT PROLONGED, COULD HAVE
A  MATERIAL  ADVERSE  EFFECT ON OR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.

     Our  call center business operations depend upon our ability to protect our
call  center,  computer  and  telecommunications  equipment and software systems
against  damage  from  fire,  power  loss,  telecommunications  interruption  or
failure, natural disaster and other similar events. In the event we experience a
temporary  or permanent interruption at our call center and our contracts do not
provide relief, our business could be materially adversely affected and we could
be  required to pay contractual damages to some clients or allow some clients to
terminate  or  renegotiate  their  contracts  with  us.  In  the  event  that we
experience  business  interruptions,  it would have a material adverse effect on
our  business,  results  of  operations  and  financial  condition.


RISKS  RELATING  TO  OUR  COMMON  STOCK

IF  WE  FAIL  TO  FILE  OUR  PERIODIC  REPORTS  AND REPORTS ON FORM 8-K WITH THE
COMMISSION  IN A TIMELY MANNER, WE COULD RECEIVE AN "E" ON OUR TRADING SYMBOL OR
OUR  COMMON  STOCK  COULD  BE  DE-LISTED  FROM  THE  OTCBB.

     We are in the process of integrating the business operations of Hickory and
TraveLeaders,  which  includes  the  financial  accounting  function.  We  face
increased  pressure  related to recording, processing, summarizing and reporting
consolidated financial information required to be disclosed by us in the reports
that  we  file or submit under the Exchange Act in a timely manner. We also face
increased  pressure  accumulating  and  communicating  such  information  to our
management  as  appropriate  to  allow  timely  decisions  regarding  required
disclosure.  We  believe  that  until  we  have  fully  integrated our financial
accounting function, we will continue to face such pressure. If we are unable to
file  our  periodic  reports  with  the  Commission in a timely manner, we could
receive  an  "e"  on  our trading symbol, which could result in our common stock
being  de-listed  from  the  OTCBB.  In  addition, investors who hold restricted
shares  of  our  common  stock  would  be  precluded from reselling their shares
pursuant  to  Rule  144 of the Securities Act until such time as we were able to
establish  a  history  of current filings with the Commission. In the event that
our common stock is de-listed from the OTCBB, it is likely that our common stock
will  have  less liquidity than it has, and will trade at a lesser value than it
does, on the OTCBB.

                                        8


OUR  COMMON  STOCK  COULD  AND HAS FLUCTUATED, AND SHAREHOLDERS MAY BE UNABLE TO
RESELL  THEIR  SHARES  AT  A  PROFIT.

     The  price  of  our common stock has fluctuated since it began trading. The
trading  prices  for  small  capitalization  companies like ours often fluctuate
significantly.  Market  prices  and  trading volume for stocks of these types of
companies including ours have also been volatile. The market price of our common
stock  is  likely  to continue to be highly volatile. If revenue or earnings are
less  than  expected for any quarter, the market price of our common stock could
significantly  decline,  whether  or  not there is a decline in our consolidated
revenue or earnings that are reflective of long-term problems with our business.
Other  factors such as our issued and outstanding common stock becoming eligible
for  sale  under Rule 144, terms of any equity and/or debt financing, and market
conditions  could  have  a  significant impact on the future price of our common
stock  and could have a depressive effect on the then market price of our common
stock.

RE-PRICING  WARRANTS  AND  ISSUING  ADDITIONAL  WARRANTS TO OBTAIN FINANCING HAS
CAUSED  AND  MAY  CAUSE  ADDITIONAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     In  the past, to obtain additional financing, we have modified the terms of
our warrant agreements to lower the exercise price per share to $.001 from $5.00
with  respect  to warrants to purchase 100,000 shares of our common stock and to
$.001  from  $2.96  with respect to warrants to purchase 1,350,000 shares of our
common  stock.  We  are  currently  in  need  of additional financing and may be
required  to  lower  the  exercise  price  of  our  existing  warrants  or issue
additional  warrants  in  connection  with  future  financing  arrangements.
Re-pricing  of our warrant agreements and issuing additional warrants has caused
and  may  cause  additional  dilution  to  our  existing  shareholders.

THERE  MAY NOT BE AN ACTIVE OR LIQUID TRADING MARKET FOR OUR COMMON STOCK, WHICH
MAY  LIMIT  INVESTORS'  ABILITY  TO  RESELL  THEIR  SHARES.

     An  active  and  liquid trading market for our common stock may not develop
or,  if  developed,  such  a market may not be sustained. In addition, we cannot
predict  the  price  at  which  our common stock will trade.  If there is not an
active  or  liquid  trading market for our common stock, investors in our common
stock  may  have  limited  ability  of  to  resell  their  shares.

WE  HAVE  AND  MAY  CONTINUE  TO  ISSUE  PREFERRED  STOCK  THAT  HAS  RIGHTS AND
PREFERENCES  OVER  OUR  COMMON  STOCK.

     Our Articles of Incorporation, as amended, authorize our Board of Directors
to issue preferred stock, the relative rights, powers, preferences, limitations,
and restrictions of which may be fixed or altered from time to time by the Board
of Directors. Accordingly, the Board of Directors may, without approval from the
shareholders  of  our  common  stock,  issue  preferred  stock  with  dividend,
liquidation, conversion, voting, or other rights that could adversely affect the
voting  power and other rights of the holders of our common stock. The preferred
stock can be utilized, under certain circumstances, as a method of discouraging,
delaying,  or  preventing  a  change  in  our  ownership  and  management  that
shareholders  might  not  consider to be in their best interests. We have issued
various  series  of  preferred stock, which have rights and preferences over our
common stock including, but not limited to, cumulative dividends and preferences
upon  liquidation  or  dissolution.

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  IN  THE  NEAR  FUTURE.

     We  have never declared or paid dividends on our common stock.  We do not
anticipate paying dividends on our common stock in the
near future. Our ability to pay dividends is dependent upon, among other things,
future  earnings  as  well  as  our  operating  and financial condition, capital
requirements, general business conditions and other pertinent factors. We intend
to  reinvest  in  our  business  operations  any funds that could be used to pay
dividends.  Our  common  stock is junior in priority to our preferred stock with
respect  to dividends. Cumulative dividends on our issued and outstanding Series
A preferred stock, Series B preferred stock, Series C preferred stock and Series
E preferred stock accrue dividends at a rate of $1.20, $12.00, $4.00, and $4.00,
respectively,  per  share  per  annum, payable in preference and priority to any
payment  of  any  cash dividend on our common stock. We have authorized Series F
preferred  stock  with  cumulative  dividends that accrue at a rate of $1.00 per
share  per  annum and are also payable in preference and priority to any payment
of  any  cash  dividend  on  our  common stock. Dividends on our preferred stock
accrue  from  the  date  on  which  we  agree to issue such preferred shares and
thereafter  from day to day whether or not earned or declared and whether or not
there  exists  profits, surplus or other funds legally available for the payment
of  dividends. We have never paid any cash dividends on our preferred stock.  We
will  be  required to pay accrued dividends on our preferred stock before we can
pay  any  dividends  on  our  common  stock.

                                        9


BECAUSE OF THE SIGNIFICANT NUMBER OF SHARES OWNED BY OUR DIRECTORS, OFFICERS AND
PRINCIPAL  SHAREHOLDERS,  OTHER  SHAREHOLDERS  MAY  NOT BE ABLE TO SIGNIFICANTLY
INFLUENCE  OUR  MANAGEMENT.

     Our  directors,  officers,  and  principal  shareholders beneficially own a
substantial  portion  of  our outstanding common and preferred stock. Malcolm J.
Wright, who serves as our President, Chief Executive Officer and Chief Financial
Officer  and as a Director, and Roger Maddock, one of our majority shareholders,
have  a  mutual  understanding  pursuant to which each of them vote their shares
with  the  other. As a result, these persons control our affairs and management,
as  well  as  all matters requiring shareholder approval, including the election
and  removal  of members of the Board of Directors, transactions with directors,
officers  or  affiliated  entities,  the  sale  or  merger  of  the  Company  or
substantially  all  of  our  assets,  and  changes  in  dividend  policy.  This
concentration  of  ownership  and  control  could  have  the effect of delaying,
deferring,  or  preventing  a change in our ownership or management, even when a
change  would  be  in  the  best  interest  of  other  shareholders.

RISKS  RELATING  TO  THIS  OFFERING

THIS  OFFERING  MAY  CAUSE  SUBSTANTIAL  DILUTION TO THE EXISTING HOLDERS OF OUR
COMMON  STOCK  AND  PREFERRED  STOCK.

     As  of  June  30, 2005, we had 10,137,974 shares of common stock issued and
outstanding.  Upon the effectiveness of the registration statement of which this
prospectus is a part, the selling stockholders will have the right to sell up to
5,983,222  shares  of  our  common  stock for resale under this prospectus.  The
shares  being  offered  in  this  prospectus include up to 150% of the principal
amount of convertible promissory notes for principal and any accrued interest or
other  obligations  that  become  due  under our credit agreements with Stanford
Venture Capital Holdings, Inc.  The selling stockholders have a right to acquire
a  majority  of  the  shares  being  offered  from the conversion of convertible
promissory  notes,  the  exercise  of  warrants  and  the conversion of Series C
preferred  stock.  The  selling  stockholders  may be more likely to convert the
notes  or  Series C preferred stock or exercise the warrants if the registration
statement  to  which  this  prospectus  is  a part is effective.  If the selling
stockholders  convert the notes it will reduce both our long-term and short-term
liabilities.  However, if the selling stockholders convert the notes or Series C
preferred  stock or exercise the warrants, it will cause substantial dilution to
the  existing  holders  of  our  common  and  preferred  stock.

THIS  OFFERING  COULD  REDUCE  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

 Of  the  shares  of  common stock being offered by the selling stockholders for
resale  under  this  prospectus,  up  to  1,753,940  are  being  offered  by
non-affiliates.  If  the  registration  statement  to which this prospectus is a
part  is effective, these non-affiliates may freely resell their shares into the
market.  Although  we  have  no  knowledge  of  any  intention  by  the  selling
stockholders  to  sell  the  shares  of  common  stock  being  offered  in  this
prospectus,  if  in  the event they were to resell their shares, it could reduce
the  market  price  of  our  common  stock.

                                       10


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This  prospectus  includes forward-looking statements. All statements other
than  statements  of  historical  facts  contained in this prospectus, including
statements  regarding  our  future  financial  position, planned business model,
business  strategy and plans and objectives of management for future operations,
are  forward-looking  statements.  The  words  "believe,"  "may,"  "estimate,"
"continue,"  "anticipate,"  "intend,"  "expect"  and  similar  expressions  are
intended  to  identify  forward-looking  statements.  We  have  based  these
forward-looking  statements  largely on our current expectations and projections
about  future  events  and  financial  trends  that  we  believe  may affect our
financial  condition,  results  of  operations, planned business model, business
strategy,  short  term  and  long  term  business operations and objectives, and
financial  needs.  In  addition,  a  number  of  our "objectives," "intentions,"
"beliefs," "expectations," or "goals" described in "Description of Business" and
"Management's  Discussion  and  Analysis"  and  as  well  as  in this prospectus
generally  are  also forward-looking statements.  The forward-looking statements
included  in  this  are  subject  to  a  number  of  risks,  uncertainties  and
assumptions,  including  those  described  in  "Risk  Factors."

In  light  of  these  risks,  uncertainties and assumptions, the forward-looking
events  and  circumstances discussed in this prospectus may not occur and actual
results  could differ materially and adversely from those anticipated or implied
in  the  forward-looking  statements.


                                       11


                                 USE OF PROCEEDS

     The  selling stockholders are offering 5,983,222 shares of our common stock
for  resale under this prospectus for their own account.  We are not selling any
shares  of  common  stock  in  this offering; therefore, we will not receive any
proceeds  from  this  offering.  We  may,  however,  receive up to $3,439,763 in
proceeds  from  the exercise of warrants by the selling stockholders to purchase
1,411,532  shares  of  common  stock  at  $1.02 per share, and 400,000 shares of
common  stock at $5.00 per share.  These shares are included in the shares being
offered  for resale under this prospectus.  We will use any proceeds that we may
receive  from the exercise of the warrants for general working capital purposes.

                              SELLING STOCKHOLDERS

     The  following  table  presents  information  regarding  the  selling
stockholders.



                                                 PERCENTAGE OF
                                                  OUTSTANDING                        PERCENTAGE OF
                                                    SHARES                            OUTSTANDING
                                                 BENEFICIALLY                           SHARES
                            SHARES BENEFICIALLY     OWNED             SHARES         BENEFICIALLY
                               OWNED BEFORE         BEFORE      TO BE SOLD IN THE     OWNED AFTER
SELLING SECURITY HOLDER         OFFERING(1)       OFFERING(2)         OFFERING         OFFERING
                                -----------       -----------      -------------       ---------
                                                                              

Stanford Venture Capital, Inc.    3,608,233          28.6%         3,242,750 (3)            0%

Malcolm J. Wright                 5,990,841          39.2%           447,860 (4)         31.1%

Arvimex, Inc.                     7,122,268          47.0%           270,000 (5)         36.6%

L. William Chiles                 1,068,672          10.3%          268,672  (6)          6.1%

Daniel T. Bogar                     306,250           3.0%           306,250 (7)            * 

William R. Fusselmann               306,250           3.0%           306,250 (7)            * 

Osvaldo Pi                          306,250           3.0%           306,250 (7)            * 

Ronald M. Stein                     306,250           3.0%           306,250 (7)            * 

Steven Parker                       200,000           1.9%          200,000  (8)            * 

Charles J. Fernandez                 50,000             *           100,000  (9)            * 

T. Gene Prescott                    390,000           3.8%          100,000  (9)          2.4%

Charles Ganz                         80,820             *            80,820 (10)            * 

Toni Pallatto                        25,000             *           25,000  (11)            * 

Ted Gershon                          23,120             *            23,120 (12)            * 

TOTAL                            19,783,954                       5,983,222 


*     Less  than  1%.

(1)  Beneficial  ownership  is  determined  in  accordance with the rules of the
     Securities  and Exchange Commission. Under such rules, beneficial ownership
     includes  any  shares  as  to which the selling security holder has sole or
     shared  voting  power  or  investment  power and also any shares, which the
     selling  security holder has the right to acquire within 60 days. Shares of
     common  stock  subject to securities exercisable or convertible into shares
     of  common  stock  that  are  currently  exercisable  or  convertible,  or
     exercisable  or  convertible  within 60 days, are deemed to be beneficially
     owned  by  the  person holding such securities for the purpose of computing
     the  percentage  of  ownership  of  such  person,  but  are  not treated as
     outstanding  for  the  purpose of computing the percentage ownership of any
     other person.

(2)  Applicable  percentage  of  ownership  is  based  on  10,137,974  shares of
     common  stock  outstanding  as  of  June 30, 2005, together with securities
     exercisable  or  convertible  into shares of common stock within 60 days of
     such date, for each security holder.

(3)  Includes  1,125,000  shares  of  common  stock  owned directly by Stanford,
     1,440,750  shares  of  common stock issuable upon conversion of 150% of the
     principal  amount  of  convertible  notes  for  principal  and  any accrued
     interest or other charges, 477,000 shares of common stock issuable upon the
     conversion  of  Series C preferred stock and 200,000 shares of common stock
     issuable  upon  the  exercise of warrants at $5.00 per share; however, this
     amount  does  not  include  shares  of  common stock directly owned by four
     Stanford  employees  or shares issuable upon exercise of the warrants owned
     by  them,  as there are no contracts, agreements or understandings pursuant
     to  which  Stanford has or shares voting power, which includes the power to
     vote,  or  direct  the  voting  of, or investment power, which includes the
     power  to  dispose  or  direct  the  disposition of, in connection with the
     shares of the four Stanford employees.

                                       12


(4)  The  shares  of  common  stock  being offered by Mr. Wright are issuable to
     him  upon  his  exercise  of warrants at $1.02 per share. Mr. Wright is not
     deemed  to be the beneficial owner of 50,000 of these shares represented by
     unvested warrants.

(5)  The  shares  of  common  stock  being offered by Arvimex are issuable to it
     upon  its  exercise  of  warrants  at $1.02 per share. Roger Maddock is the
     President  of  Arvimex  and  the  beneficial  owner of more than 10% of our
     common stock.

(6)  The  shares  of  common  stock  being offered by Mr. Chiles are issuable to
     him  upon  his  exercise  of warrants at $1.02 per share. Mr. Chiles is not
     deemed  to be the beneficial owner of 50,000 of these shares represented by
     unvested warrants.

(7)  Includes  256,250  shares  of  common  stock  that Daniel T. Bogar, William
     R. Fusselmann, Osvaldo Pi, and Ronald M. Stein each own directly and 50,000
     shares  of  common  stock  issuable  upon  the  exercise by each of them of
     warrants  at  $5.00  per share, but does not include shares of common stock
     directly owned by Stanford or shares issuable upon exercise of the warrants
     owned  by  them,  as  there  are no contracts, agreements or understandings
     pursuant  to  which Stanford has or shares voting power, which includes the
     power to vote, or direct the voting of, or investment power, which includes
     the  power  to dispose or direct the disposition of, in connection with the
     shares owned by Stanford.

(8)  The  shares  of  common  stock  being offered by Mr. Parker are issuable to
     him upon his exercise of warrants at $1.02 per share.

(9)  The  shares  of  common  stock  being  offered by each of Mr. Fernandez and
     Mr.  Prescott are issuable to them upon their exercise of warrants at $1.02
     per  share.  Mr.  Fernandez  and  Mr.  Prescott  are  not  deemed to be the
     beneficial  owners of 50,000 of the shares represented by unvested warrants
     that each of them is offering in this prospectus.

(10) Includes  14,000  shares  of  common  owned  directly  by  Charles Ganz and
     66,820 shares of common stock issuable to him upon his conversion of Series
     C  preferred  stock.  

(11) The  shares  of  common  stock  being  offered by Ms. Pallatto are issuable
     to her upon her exercise of warrants at $1.02 per share.

(12) Includes  4,000  shares  of  common  owned  directly  by  Ted  Gershon  and
     19,120 shares of common stock issuable to him upon his conversion of Series
     C preferred stock.


     The  following  information  contains  a  description  of  how each selling
stockholder  acquired  or  will  acquire the shares to be sold in this offering:

     In  January  2003,  we  acquired  $2,850,000  of  call  center equipment in
exchange  for the issuance of an aggregate of 114,000 shares of our common stock
and  27,191  shares  of  our  Series  C preferred stock.  Pursuant to securities
purchase  agreements  and asset sale agreements, we issued 100,000 shares of the
common  stock  and  23,850  shares  of the Series C preferred stock to Stanford,
14,000  shares  of the common stock and 3,341 shares of Series C preferred stock
to Charles Ganz, and 4,000 shares of the common stock and 956 shares of Series C
preferred  stock  to Ted Gershon.  Each share of our Series C preferred stock is
presently  convertible  into  20  shares  of  our  common  stock.  The  Series C
preferred  stock ranks senior to our common stock with respect to the receipt of
dividends  and distributions on our liquidation, dissolution or winding up.  The
details  regarding each series of our preferred stock are discussed elsewhere in
this  prospectus.  Stanford,  Mr.  Ganz  and Mr. Gershon are offering for resale
under  this prospectus the shares of common stock that they own directly and the
shares of common stock that they have the right to acquire upon their conversion
of  the  Series  C  preferred  stock.

     Effective  December  18,  2003,  we  entered  into  a credit agreement with
Stanford  for  a  maximum loan commitment by Stanford in the aggregate principal
amount  of  up  to  $6,000,000.  We  borrowed  the full amount under this credit
agreement during the period from December 2003 to April 2004. In connection with
this  transaction,  we  issued  a  convertible  promissory note in the principal
amount  of  $6,000,000  to  Stanford with an interest rate of 6% per annum and a
maturity  date of December 31, 2008. Interest is payable quarterly in arrears on
the  unpaid principal balance of the note and computed on the basis of a year of
360  days and actual days elapsed. The note has a conversion price of $15.00 per
share  and  may  be  converted  into  400,000  shares  of  our  common stock. In
connection with the note, we also issued warrants to purchase up to an aggregate
of  600,000  shares of our common stock at an exercise price of $0.001 per share
and  warrants  to  purchase up to an aggregate of 1,350,000 shares of our common
stock  which originally had an exercise price of $2.96 per share. We reduced the
exercise  price  of  the warrants from $2.96 to $0.001 per share in June 2004 in
connection  with  $4,000,000  of  additional financing (discussed below) that we
received  from  Stanford.  We  issued  one-half  of the warrants to Stanford and
one-half  of  the  warrants in equal amounts to four Stanford employees: Messrs.
Bogar, Fusselmann, Osvaldi and Pi. Stanford and these employees exercised all of
these  warrants  and  acquired an aggregate of 1,950,000 shares of common stock.
Stanford is offering for resale under this prospectus the shares of common stock
issuable upon conversion of up to 150% of the principal amount of the $6,000,000
note  and  the shares which it received upon exercise of the related warrants at
$0.001  per  share.  Messrs.  Bogar, Fusselmann, Osvaldi and Pi are offering the
shares  which  they received upon exercise of the warrants that they received in
connection  with  the  $6,000,000 financing provided by Stanford. Messrs. Bogar,
Fusselmann,  Osvaldi  and  Pi  acquired the securities in the ordinary course of
business  in  a  private placement for investment purposes and without a view to
distribution,  and  had  no  agreements, understandings or arrangements with any
other person, either directly or indirectly, to dispose of the securities.

                                       13


     Effective  June  17, 2004, we entered into two additional credit agreements
with  Stanford  for  a  maximum  loan  commitment  by  Stanford in the aggregate
principal amount of up to $1,000,000 and $3,000,000. We borrowed the full amount
under this credit agreement during the period from April 2004 to August 2004. In
connection  with this transaction, we issued two convertible promissory notes to
Stanford  in  the principal amount of $1,000,000 and $3,000,000. Each note bears
interest  at  a  rate of 8% per annum and has a maturity date of April 22, 2007.
The  notes have a conversion price of $10.00 per share and may be converted into
an  aggregate  of  400,000  shares  of  our common stock. In connection with the
notes,  we  also  issued warrants to purchase up to 500,000 shares of our common
stock  at  an exercise price of $5.00. In November 2004, we reduced the exercise
price  from $5.00 to $0.001 per share with respect to warrants to purchase up to
100,000  of  those  shares.  We  reduced  the  exercise price in connection with
$1,250,000  of  additional  financing  (discussed  below)  that we received from
Stanford.  We  issued  one-half  of the warrants to Stanford and one-half of the
warrants in equal amounts to four Stanford employees: Messrs. Bogar, Fusselmann,
Osvaldi  and  Pi.  Stanford and these Stanford employees exercised part of their
warrants  and  acquired  an aggregate of 100,000 shares at $0.001 per share. The
remaining warrants to purchase up to 400,000 shares will expire on May 26, 2009.
We  and  Stanford  amended  the  $1,000,000  credit agreement and the $3,000,000
credit  agreement  to  increase  the  maximum loan commitments to $1,355,000 and
$4,250,000,  respectively.  We borrowed the additional amounts during the period
from September 2004 to December 2004. Interest of 8% on the principal balance of
$1,355,000 for the period from January 1, 2005 to March 31, 2006 is due on April
3,  2006  and  interest  is  due quarterly in arrears for periods after April 1,
2006.  Interest  of  8%  is payable quarterly in arrears on the unpaid principal
balance of $4,250,000. Stanford is offering for resale under this prospectus the
shares  of  common stock issuable upon conversion of up to 150% of the principal
amount  of  a  $1,355,000  note,  a $3,000,000 note and an additional $1,250,000
note,  the  shares  that  it received upon exercise of the warrants discussed in
this  paragraph,  and  the  shares  underlying the unexercised warrants. Messrs.
Bogar,  Fusselmann, Osvaldi and Pi are offering for resale under this prospectus
the shares that they received upon exercise of some of the warrants discussed in
this  paragraph  and  the  shares  underlying  the unexercised warrants. Messrs.
Bogar, Fusselmann, Osvaldi and Pi acquired the securities in the ordinary course
of business in a private placement for investment purposes and without a view to
distribution,  and  had  no  agreements, understandings or arrangements with any
other person, either directly or indirectly, to dispose of the securities.

     In  January  2004,  we  granted Arvimex, Inc. warrants to purchase up to an
aggregate  of  120,000 shares of common stock at an exercise price of $0.001 per
share  and  warrants  to purchase up to an aggregate of 270,000 shares of common
stock  at  an  exercise price of $2.96 per share, which was reduced to $1.02 per
share in connection with a reduction in the exercise price of warrants issued to
Stanford  for  additional  financing.  We  granted  the  warrants  to Arvimex as
consideration for Arvimex assigning a promissory note in the principal amount of
$2,515,000  and a mortgage deed securing the note to Stanford in connection with
$6,000,000  of  financing  that  we  received  from Stanford.  We had originally
issued  the note to Arvimex and mortgaged land that it owned to secure the note.
We issued 120,000 shares to Arvimex upon exercise of the  warrants at $0.001 per
share.  The warrants issued to Arvimex to purchase shares at $1.02 per share are
exercisable  until  December  31,  2008.   In  October  2004, we granted Arvimex
warrants  to  purchase  40,000  shares  of  common stock at an exercise price of
$0.001  per share in consideration for an unsecured loan in the principal amount
of  $500,000  that  Arvimex made to Around the World Travel.  Arvimex loaned the
money  to  Around  the  World  Travel  to  provide  it  working capital while we
conducted  due  diligence  of  TraveLeaders  and  sought  to  secure  additional
financing  from  Stanford.  We  issued 40,000 shares to Arvimex upon exercise of
the warrants at $0.001 per share.  Roger Maddock is the President of Arvimex and
the  beneficial  owner  of  more  than 10% of our common stock.  Mr. Maddock and
Arvimex  may be deemed to be our affiliates within the meaning of Rule 144 under
the  Securities  Act.

     We  have  entered into an agreement with L. William Chiles, a member of our
board  of  directors,  and  Malcolm  J.  Wright,  our President, Chief Executive
Officer and Chief Financial Officer and also a member of our board of directors,
for  them  to earn a fee in the event that they personally guarantee our debt or
provide personally owned collateral for our debt.  They will earn a fee of 3% of
the  total  original indebtedness for personal guarantees and a fee of 2% of the
total original indebtedness for providing personally owned collateral.  The fees
are  payable  by  the  issuance  of warrants to purchase one share of our common
stock  at  an  exercise  price  of $1.02 per share for each dollar of fees.  The
agreement  originally provided for an exercise price of $2.96 per share which we
reduced  to  $1.02  in  connection  with  a  reduction  in the exercise price of
warrants that we had issued to Stanford from $2.96 to $0.001 per share.  Messrs.
Chiles  and  Wright may exercise the warrants until five years after the date on
which  they  are  released from their personal guarantee or any personally owned
collateral  that  they  have  provided is no longer subject to our debt. We have
issued  warrants  to  Mr. Chiles and Mr. Wright to purchase up to 168,672 shares
and 587,860 shares, respectively, of common stock for their personal guarantees.
The  shares being offered in this prospectus include the shares underlying these
warrants.  Messrs.  Chiles  and  Wright  are  our  affiliates.

     In  July  2004, we granted warrants to Malcolm J. Wright, L. William Chiles
and T. Gene Prescott for each of them to purchase 100,000 shares of common stock
at  an  exercise  price  of $1.02 per share for services.   In February 2005, we
granted  warrants on the same terms to Charles J. Fernandez.  Messrs. Wright and
Chiles  currently serve as Directors.  Messrs.  Fernandez and Prescott currently
serve  on  our  advisory  board providing us with general corporate and business
advice.  Warrants  to purchase 50,000 shares vested immediately to each of them.
Warrants  to  purchase the remaining 50,000 shares will vest in equal amounts to
each of them on their next two anniversary dates as Directors or advisors.  They
may  exercise  the  warrants for a period of five years beginning on the vesting
dates.    The  shares  being  offered  in  this  prospectus  include  the shares
underlying  the  warrants  to  Messrs.  Wright  and Chiles for their services as
Directors  and to Messrs. Fernandez and Prescott for their services as advisors.

                                       14


In  December  2004, we issued Steven Parker a warrant to purchase 200,000 shares
of common stock at an exercise price of $1.02 per share in consideration for his
services.  Also  in December 2004, we issued Toni Pallatto a warrant to purchase
25,000  shares  of  common  stock  at  an  exercise  price of $1.02 per share in
consideration  for  her  services.  Mr. Parker and Ms. Pallatto are offering for
resale  under  this  prospectus  the  shares  of  common  stock underlying their
warrants.

                              PLAN OF DISTRIBUTION

     The  selling  stockholders  have advised us that the shares of common stock
offered  by  them may be sold directly to purchasers by the selling stockholders
as  principals  or  through one or more underwriters, brokers, dealers or agents
from  time  to  time  in  one or more transactions (which may involve crosses or
block transactions) (i) on the over-the-counter market or in any other market on
which  the  price  of  our  shares  of  common  stock  may  be quoted or (ii) in
transactions  otherwise  than  on  the  over-the-counter  market or in any other
market  on  which  the price of our shares of common stock may be quoted. Any of
such  transactions  may  be  effected at market prices prevailing at the time of
sale,  at  prices  related  to  such prevailing market prices, at varying prices
determined at the time of sale or at negotiated or fixed prices, in each case as
determined  by  the  selling  stockholders  or  by agreement between the selling
stockholders and underwriters, brokers, dealers or agents, or purchasers. If the
selling  stockholders effect such transactions by selling their shares of common
stock to or through underwriters, brokers, dealers or agents, such underwriters,
brokers,  dealers  or  agents may receive compensation in the form of discounts,
concessions  or  commissions  from  the selling stockholders or commissions from
purchasers  of the common stock for whom they may act as agent (which discounts,
concessions  or  commissions  as to particular underwriters, brokers, dealers or
agents will be negotiated outside of our influence).

     As of the date of this prospectus, we do not have knowledge of an intention
by  the selling stockholders to sell the shares of common stock being offered in
this prospectus.

     The selling shareholders and any broker/dealers who act in connection with 
the sale of the shares hereunder may be deemed an underwriter within the 
meaning of the Securities Act, and any commissions received by them and profit 
on any resale of the shares as principal might be deemed to be underwriting 
discounts and commissions under the Securities Act.  The selling stockholders 
will not receive any discounts or commissions (including cash, securities, 
contracts or other consideration) from us in connection with the resale of the
shares of common stock being offered in this prospectus.

     We have also advised each selling shareholder that in the event of a 
"distribution" of the shares owned by the selling shareholder, such selling 
shareholder, any "affiliated purchasers", and any broker/dealer or other 
person who participates in such distribution, may be subject to Rule 102 
under the Securities Exchange Act of 1934 until their participation in that
distribution is completed. Rule 102 makes it unlawful for any person who is 
participating in a distribution to bid for or purchase stock of the same 
class as is the subject of the distribution. A "distribution" is defined 
in Rule 102 as an offering of securities "that is distinguished from 
ordinary trading transactions by the magnitude of the offering and the 
presence of special selling efforts and selling methods". We have also 
advised the selling shareholders that Rule 101 under the 1934 Act prohibits
any "stabilizing bid" or "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of the common stock in connection with 
this offering.

     We have advised each selling shareholder that during the time as they
may be engaged in a distribution of the shares included in this prospectus 
they are required to comply with Regulation M of the Securities Exchange 
Act of 1934.  During such time as the selling shareholders may be engaged 
in a distribution of the securities covered by this prospectus, the selling
shareholders are required to comply with Regulation M promulgated under the
Exchange Act. With certain exceptions, Regulation M precludes the selling 
shareholders, any affiliated purchasers, and any broker-dealer or other 
person who participates in such distribution from bidding for or 
purchasing, or attempting to introduce any person to bid for or purchase
any security which is the subject to the distribution until the entire 
distribution is complete. Regulation M also restricts bids or purchases
made in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the 
marketability of our common stock.

     We will pay all expenses incident to the registration, offering and sale of
the  shares of common stock to the public hereunder other than commissions, fees
and  discounts  of  underwriters,  brokers,  dealers and agents. If any of these
other expenses exists, we expect the selling stockholders to pay these expenses.

     We  entered  into  a  registration  rights  agreements  with  Stanford that
includes  indemnification  provisions.  Pursuant  to  the  registration  rights
agreement,  we have agreed to indemnify any person owning or having the right to
acquire  any  of  the shares of common stock being offered for resale under this
prospectus  including Stanford and their controlling persons against any losses,
claims,  damages or liabilities, joint or several including, but not limited to,
all  reasonable costs of defense and investigation and all reasonable attorneys'
fees  and expenses, to which the indemnified party may become subject, under the
Securities  Act  or  otherwise,  insofar as the losses arise out of or are based
upon  any  untrue  statement  or  alleged  untrue statement of any material fact
contained  in  any registration statement to which this prospectus is a part, or
any related final prospectus or amendment or supplement thereto, or arise out of
or  are  based upon the omission or alleged omission to state therein a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading.  We  will not be liable to the extent that any losses (i) arise
out  of  or  are  based  upon an untrue statement or alleged untrue statement or
omission  or  alleged  omission  made  in reliance upon, and in conformity with,
written information furnished to us by the party being indemnified, its counsel,
or  affiliates,  specifically  for  use  in  the preparation of the registration
statement,  preliminary  prospectus, final prospectus or amendment or supplement
or  (ii)  arise  out  of  or  are  based upon the indemnified party's failure to
deliver  to  the  purchaser  a copy of the most recent prospectus (including any
amendments  or  supplements  thereto).  Stanford  has provided us with a similar
indemnity  with  respect  to any untrue statement or alleged untrue statement or
omission  or  alleged  omission  made  in reliance upon, and in conformity with,
written  information furnished to us by them. We and Stanford will contribute on
the  basis  of relative fault to the aggregate losses to which we may be subject
in any case in which (i) it is judicially determined that our indemnification of
Stanford  may not be enforced without regard to our express agreement to provide
such  indemnification;  or  (ii)  contribution  under  the Securities Act may be
required  on the part of Stanford. We and Stanford will determine relative fault
by  reference  to,  among  other  things,  whether  the untrue or alleged untrue

                                       15


statement  of  a  material  fact  or the omission or alleged omission to state a
material  fact relates to information supplied by us on the one hand or Stanford
on  the  other  hand,  and  the  party's  relative  intent, knowledge, access to
information  and  opportunity  to correct or prevent such statement or omission;
provided  that,  no  person  guilty  of fraudulent misrepresentation (within the
meaning  of  Section  11(f)  of  the  Securities  Act)  shall  be  entitled  to
contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  In no event shall any party being indemnified be required to
contribute any amount in excess of the dollar amount of the proceeds received by
the  party  being  indemnified  from  the  resale  of their common stock in this
offering  or  any "underwriter" be required to undertake liability to any person
pursuant  to  the  indemnification  agreement  for  any amounts in excess of the
aggregate  discount,  commission  or  other  compensation  payable  to  such
"underwriter"  with respect to the shares of common stock underwritten by it and
distributed pursuant to the registration statement to which this prospectus is a
part.

     The  selling  stockholders  may  also  sell shares under Rule 144 under the
Securities  Act,  if  available,  rather  than  under  this  prospectus.

RULE  144

     As  of  the  date of this prospectus, there are 10,137,974 shares of common
stock  issued  and  outstanding.  Upon  the  effectiveness  of  the registration
statement  to  which this prospectus is a part, 1,753,940 shares of common stock
to  be resold pursuant to this prospectus will be eligible for immediate resale.

     The  remaining  4,229,282  shares  of  common  stock  being offered in this
prospectus by Malcolm J. Wright, Arvimex or Roger Maddock, L. William Chiles and
Stanford  will be subject to the resale provisions of Rule 144 of the Securities
Act.  Sales  of  shares  of  our  common stock in the public markets may have an
adverse effect on prevailing market prices for our common stock.

     Rule  144  governs resale of "restricted securities" for the account of any
person  (other  than  us),  and  restricted  and unrestricted securities for the
account  of  an "affiliate" of ours. Restricted securities generally include any
securities acquired directly or indirectly from us or our affiliates, which were
not  issued  or  sold  in connection with a public offering registered under the
Securities  Act.  An  affiliate of ours is any person who directly or indirectly
controls  us,  is  controlled  by  us,  or  is under common control with us. Our
affiliates  may  include our directors, executive officers, and persons directly
or indirectly owning 10% or more of our outstanding common stock. Under Rule 144
unregistered  resales  of  our  restricted common stock cannot be made until the
restricted  common  stock  has  been  held  for  one  year from the later of its
acquisition  from  us or an affiliate of ours.  Thereafter, restricted shares of
our  common  stock may be resold without registration subject to requirements of
Rule  144  regarding  volume limitation, aggregation, broker transaction, notice
filing  and  publicly  available information about us. Resales of our restricted
and  unrestricted  common  stock  by  our  affiliates  are  subject  to  these
requirements.  The volume limitations provide that a person (or persons who must
aggregate their sales) cannot, within any three-month period, sell more than the
greater  of  one  percent  of the then outstanding shares, or the average weekly
reported trading volume during the four calendar weeks preceding each such sale.
A  non-affiliate may resell restricted common stock, which has been held for two
years  free  of  the  requirements  of  Rule  144  mentioned  above.

                                LEGAL PROCEEDINGS

     We  are  a  party in an action that was filed in Orange County, Florida and
styled  as  Rock Investment Trust, P.L.C. and RIT, L.L.C. vs. Malcolm J. Wright,
American Vacation Resorts, Inc., American Leisure, Inc., Inversora Tetuan, S.A.,
Sunstone  Golf  Resort,  Inc.,  and  Sun  Gate  Resort  Villas,  Inc.,  Case No.
CIO-01-4874,  Ninth  Judicial  Circuit,  Orange  County, Florida. In June, 2001,
after  almost  2  years  from  receiving notice from Malcolm Wright that one Mr.
Roger Smee, doing business under the names Rock Investment Trust, PLC (a British
limited  company)  and  RIT,  LLC  (a  Florida  limited  liability  company)
(collectively,  the  "Smee  Entities") had defaulted under various agreements to
loan  or  to  joint  venture  or  to  fund  investment  into various real estate
enterprises founded by Mr. Wright, the Smee Entities brought the Lawsuit against
Mr.  Wright,  American  Leisure,  Inc.  ("ALI") and several other entities.  The
gravamen  of  the  initial  complaint  is  that the Smee Entities made financial
advances  to  Wright  with  some  expectation  of participation in a Wright real
estate  enterprise.  In  general,  the suit requests either a return of the Smee
Entities' alleged advances of $500,000 or an undefined ownership interest in one
or  more  of  the  defendant  entities.  Mr. Wright, American Leisure, Inc., and
Inversora  Tetuan,  S.A.,  have filed a counterclaim and cross complaint against
the Smee Entities and Mr. Smee denying the claims and such damages in the amount
of  $10  million.  If  the  court  rules  that  Mr.  Wright  is liable under his
guarantee  of the American Leisure, Inc. obligation to Smee, it is believed that
such  a  ruling  would  not directly affect American Leisure Holdings, Inc.  The
litigation  is  in  the  discovery phase and is not currently set for trial.  We
have  been advised by our attorneys in this matter that Mr. Wright's position on
the  facts  and  the  law  is  stronger  than the positions asserted by the Smee
Entities.

                                       16


     In  March  2004,  Manuel  Sanchez  and  Luis  Vanegas as plaintiffs filed a
lawsuit  against  American  Leisure  Holdings, Inc. American Access Corporation,
Hickory  Travel  Systems,  Inc. Malcolm J. Wright and L. William Chiles, et al.,
seeking  a  claim  for  securities  fraud,  violation  of Florida Securities and
Investor  Protection  Act,  breach of their employment contracts, and claims for
fraudulent  inducement.  All  defendants  have  denied  all  claims  and  have a
counterclaim against Manuel Sanchez and Luis Vanegas for damages. The litigation
commenced  in  March  2004 and will shortly enter the discovery phase and is not
currently  set  for  trial.  We  believe  that Manuel Sanchez' and Luis Vanegas'
claims  are  without  merit and the claims are not material to us.  We intend to
vigorously  defend  the  lawsuit.

     In  February  2003,  we  and  Malcolm  J.  Wright  were joined in a lawsuit
captioned  as Howard C. Warren v. Travelbyus, Inc., William Kerby, David Doerge,
DCM/Funding III, LLC, and Balis, Lewittes and Coleman, Inc. in the Circuit Court
of Cook County, Illinois, Law Division, which purported to state a claim against
us  as  a  "joint  venturer"  with the primary defendants. The plaintiff alleged
damages  in an amount of $5,557,195.70. On November 4, 2004, the plaintiff moved
to  voluntarily  dismiss its claim against us. Pursuant to an order granting the
voluntary  dismissal,  the  plaintiff has one (1) year from the date of entry of
such order to seek to reinstate its claims.

     On  March 30, 2004, Malcolm Wright, was individually named as a third-party
defendant  in  the  Circuit  Court  of Cook County, Illinois, Chancery Division,
under  the  caption: Cahnman v. Travelbyus, et al. On July 23, 2004, the primary
plaintiffs  filed a motion to amend their complaint to add direct claims against
our  subsidiary,  American Leisure as well as Mr. Wright. On August 4, 2004, the
plaintiffs  withdrew  that motion and have not asserted or threatened any direct
claims against American Leisure, Mr. Wright or us.

     In  early  May 2004, Around The World Travel, Inc. substantially all of the
assets  of which we purchased, filed a lawsuit in the Miami-Dade Florida Circuit
Court  against  Seamless  Technologies,  Inc.  and e-TraveLeaders, Inc. alleging
breach  of  contract  and  seeking  relief  that  includes  monetary damages and
termination of the contracts. They were granted leave to intervene as plaintiffs
in  the original lawsuits against Seamless and e-TraveLeaders. On June 28, 2004,
the  above  named  defendants  brought  suit against Around The World Travel and
American  Leisure Holdings, Inc. in an action styled Seamless Technologies, Inc.
et  al. v. Keith St. Clair et al. This suit alleges that Around The World Travel
has  breached  the  contracts  and also that American Leisure Holdings, Inc. and
Around  The  World  Travel's Chief Executive Officer were complicit with certain
officers  and  directors  of  Around  The  World Travel in securing ownership of
certain  assets  for  American  Leisure Holdings, Inc. that were alleged to have
been  a  business opportunity for Around The World Travel. This lawsuit involves
allegations  of  fraud  against Malcolm J. Wright. The lawsuit filed by Seamless
has  been  abated and consolidated with the original lawsuit filed by Around The
World  Travel.  In  a related matter, Seamless' attorneys brought another action
entitled  Peter  Hairston  v.  Keith  St.  Clair  et  al.  This  suit mimics the
misappropriation  of  business  opportunity  claim,  but  it  is framed within a
shareholder  derivative  action.  The  relief  sought  against  American Leisure
Holdings,  Inc.  includes  monetary  damages  and litigation costs. We intend to
vigorously support the original litigation filed against Seamless and defend the
counterclaim and allegations against us.

     On  May  4,  2005, Simon Hassine, along with members of his family, filed a
lawsuit  against  us  and  Around  The World Travel in the Circuit Court of Dade
County, Florida, Civil Division, Case Number 05-09137CA.  The plaintiffs are the
former majority shareholders of Around The World Travel and former owners of the
assets of TraveLeaders.  The plaintiffs allege that that they have not been paid
for i) a subordinated promissory note in the principal amount of $3,550,000 plus
interest  on  such note which they allege was issued to them by Around The World
Travel  in  connection  with their sale of 88% of the common stock of Around The
World  Travel;  and ii) subordinated undistributed retained earnings and accrued
bonuses  in an aggregate amount of $1,108,806 which they allege were due to them
as part of the sale.  The plaintiffs allege that the note was issued to them net
of  $450,000  of  preferred  stock  of Around The World Travel that they further
allege  they  never  received.  The plaintiffs also allege that in December 2004
they  entered  into  a  settlement  agreement  with  the Company regarding these
matters.  The  plaintiffs  are  pursuing  a  claim  of  breach  of  the  alleged
settlement agreement with damages in excess of $1,000,000, interest and costs as
well  as  performance  under  the  alleged  settlement  agreement  or,  in  the
alternative,  a  declaratory  judgment  that  the promissory note, undistributed
retained  earnings  and accrued bonuses are not subordinated to the Galileo Debt
and  full  payment  of  the promissory note, undistributed retained earnings and
accrued  bonuses  plus  prejudgment interest, stated interest on the note, costs
and  reasonable  attorney's  fees.  The plaintiffs are also pursuing a claim for
breach  of contract regarding the preferred stock of Around The World Travel and
seeking  $450,000  plus  interest,  costs  and  reasonable attorney's fees.  The
plaintiffs  are  also  pursuing  claims  of  fraudulent  transfer  regarding our
acquisition  of  interests in the debt and equity of Around The World Travel and
seeking  unspecified  amounts.  We  intend to vigorously defend the lawsuit.  We
have  authorized  our  counsel  to  file  various  motions including a motion to
dismiss the complaint in its entirety as against us and Malcolm J. Wright due to
the  failure  by  the  plaintiffs  to  comply with a provision in the underlying
document  that  grants  exclusive  jurisdiction  to  the  courts located in Cook
County,  Illinois.

In  the ordinary course of our business, we may from time to time become subject
to  routine  litigation or administrative proceedings that are incidental to our
business.

                                       17


We  are  not  aware  of  any proceeding to which any of our directors, officers,
affiliates  or  security  holders  are  a party adverse to us or have a material
interest  adverse  to  us.

           DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

OFFICERS  AND  DIRECTORS

Our  executive  officers  and  directors,  and  their  ages and positions are as
follows:




NAME                                      AGE                      TITLE
                                                              
Malcolm J. Wright                          54  Chief Executive Officer, President, Secretary,
                                               Chief Financial Officer and Director

L. William Chiles                          62  Director

James Leaderer                             51  Director




BIOGRAPHICAL  INFORMATION

     Current Directors 
     ------------------

     MALCOLM  J.  WRIGHT,  is  the  driving force behind our business model, has
served  as our President, Secretary, Chief Executive Officer and Chief Financial
Officer  and  as  a member of our Board of Directors since June 2002, and as our
Chief  Executive  Officer  since  May  2004.  Prior  to  joining  us, Mr. Wright
successfully  developed  vacation properties abroad that are similar to the ones
planned  at The Sonesta Orlando Resort at Tierra del Sol. Since 1998, Mr. Wright
served as the President of American Leisure Inc, which we acquired in June 2002.
Mr.  Wright  currently  serves  as the President of American Leisure Real Estate
Group, Inc., a real estate development company with which we have contracted for
the  development  of  the resort, Xpress Ltd., with which we have contracted for
the  exclusive  sales  and  marketing for the resort, Innovative Concepts, Inc.,
which  operates a landscaping business, M J Wright Productions, Inc., which owns
our  Internet domain names, and Resorts Development Group, LLC, which engages in
real  estate  development.  Mr. Wright is also the President of Osceola Business
Managers,  Inc.,  Florida  World, Inc. and SunGate Resort Villas, Inc., which do
not  currently conduct any business operations. Since 1980, Mr. Wright has spent
a  considerable  amount  of time and money in establishing a large and effective
marketing  network  in  the  United  Kingdom  and parts of Eurpoe, that has been
responsible  for  the pre-sales at The Sonesta Orlando Resort at Tierra del Sol.
Mr.  Wright  was  admitted to Associate Membership of the Institute of Chartered
Accountants  in  England  &  Wales  in  1974  and  admitted to Fellowship of the
Institute of Chartered Accountants in England & Wales in 1978.

     L.  WILLIAM CHILES has served as a chairman of our board of directors since
June  2002. Mr. Chiles served as our Chief Executive Officer from August 2002 to
May  2004.  Since  August 1998, Mr. Chiles has served as the President and Chief
Executive  Officer of Hickory Travel Systems, Inc., which we acquired in October
2003.  Mr.  Chiles  received  a Masters degree in marketing and finance from the
University  of  Colorado  and a Bachelors degree in business administration from
Colorado  State  University. Mr. Chiles has specialized education in management.
He  is  a  Member  of  the Young Presidents Organization, the Chicago Presidents
Organization  and  the  Minister  ARC  Advisory  Board.

     JAMES  LEADERER  has served as a member of our Board of Directors since May
2002,  and  served  as  our  President,  Chief  Executive Officer, Treasurer and
Secretary  from  May  2002 to July 2002. From January 1999 to November 2003, Mr.
Leaderer  served  as  the General Principal of Momentum Securities. Mr. Leaderer
received  a  Bachelor of Science degree in engineering from Syracuse University.

     Our  Advisory  Board  and  OurDirector  Nominee
     -----------------------------------------------

     We  have  an  advisory  board  consisting  of  Thomas  Cornish,  Charles J.
Fernandez, David Levine and T. Gene Prescott.  The members of our advisory board
provide  us with general corporate and business advice.  Our board of directors,
via  signed  written consent, has nominated Thomas Cornish, Charles J. Fernandez
and  David  Levine  to  serve  as  directors.

                                       18


     CHARLES  J.  FERNANDEZ,  age  67, has been nominated as a director.  He has
served  on  our  advisory  board  since  February  2005.  Since  June  2004, Mr.
Fernandez  has  been a self-employed Financial Consultant.  Mr. Fernandez worked
for  the public accounting firm of KPMG in various capacities for over 37 years.
From May 1994 until his second retirement in May 2004, Mr. Fernandez served KPMG
as  Managing  Director  and  held  other  responsibilities  within  the  Audit,
Transaction  Services and Forensic and Litigation Support groups.  Mr. Fernandez
had  previously  been  an audit partner with KPMG from July 1971 through October
1991,  when  he  took  voluntary early retirement.  Mr. Fernandez is a Certified
Public  Accountant licensed in Florida.  Mr. Fernandez is a member of the AICPA,
FICPA,  Florida  International  Bankers  Association,  Florida  International
University  Board  of  Trustees,  International Center of Florida, Cuban Banking
Study  Group, Dade Marine Institute, and Greater Miami Chamber of Commerce.  Mr.
Fernandez  received  a  Bachelors  degree  in  accounting from the University of
Florida.  We  anticipate  that  Mr.  Fernandez  will serve as an audit committee
financial expert on an audit committee which we anticipate forming shortly after
Mr.  Fernandez  has  been  duly  elected  and  qualified.

     T. GENE PRESCOTT, age 61, has served on our advisory board since July 2004.
Mr.  Prescott  is Chairman and Owner of Seaway Two Corp, a hospitality business,
located  in Coral Gables Florida, and has served in these capacities since 1979.
Mr.  Prescott  received a bachelor's degree in accounting from The University of
Ohio  in  1965.  Mr.  Prescott  attended  Carnegie Mellon from 1965 to 1967. Mr.
Prescott  is a director and the Treasurer of the Miami Dade Expressway Authority
and  a  director  of  Miami Children's Hospital. Mr. Prescott is a member of the
Orange  Bowl  Committee,  various  chambers  of  commerce  and  the Coral Gables
Foundation.

     There  are  no family relationships among our directors, executive officers
or  persons  nominated  to  become  directors  or  executive  officers.

     We are not aware of the occurrence during the last five years of any events
described  in  Item  401(d) of Regulation S-B under the Securities Act regarding
our  directors,  persons  nominated  to become directors, executive officers, or
control  persons.

TERM  OF  OFFICE

     Our  directors  are  appointed  for  an  initial  term of three years.  Our
officers  are appointed by our board of directors and hold office until they are
removed  by  the  board  or  they  resign.

AUDIT COMMITTEE

     We  do  not have an audit committee or an audit committee financial expert.
We  expect the nomination and acceptance of several directorships in the future.
We  anticipate  that  we  will form an audit committee when new members join our
board of directors, and anticipate that one of them will serve as an independent
audit  committee  financial  expert.

COMPENSATION OF DIRECTORS AND MEMBERS OF THE ADVISORY BOARD

     We  pay  or accrue $18,000 per year for each person who serves on our board
of  directors.  During the last two fiscal years we paid an aggregate of $66,000
to directors and accrued an aggregate of $114,000.  During 2005, we have accrued
an  additional  $18,000  to  directors.

     We  granted  to each of Malcolm J. Wright, L. William Chiles, David Levine,
Thomas  Cornish,  T. Gene Prescott and Charles J. Fernandez warrants to purchase
100,000  shares  (or  an  aggregate of 600,000 shares) of our common stock at an
exercise price of $1.02 per share for their services.  Messrs. Wright and Chiles
currently serve as Directors.  Messrs. Prescott and Fernandez currently serve on
our  advisory  board,  which  provides  us  with  general corporate and business
advice.  Mr.  Fernandez  has been nominated as a Director.  Warrants to purchase
50,000  shares  vested  immediately  to  each of them.  Warrants to purchase the
remaining 50,000 shares will vest in equal amounts to each of them on their next
two  anniversary  dates as Directors or advisors, provided that they still serve
in  said  capacities.  They may exercise the warrants for a period of five years
from  the  dates  on  which  such  warrants  vest.

CODE OF ETHICS

     We  have  adopted  a code of ethics that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar functions.  We will provide to any
person  without  charge,  upon  request,  a copy of such code of ethics. Persons
wishing  to  make  such  a  request  should do so in writing to the Secretary at
American  Leisure  Holdings, Inc., Park 80 Plaza East, Saddle Brook, New Jersey,
07663.

                                       19


           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT

     The  following  table  sets  forth  information  as  of June 30, 2005, with
respect to the beneficial ownership of our common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of our common
stock:




                                                            COMMON STOCK
                                                        BENEFICIALLY  OWNED(1)
                                                  ------------------------------
NAME AND ADDRESS                                         NUMBER         PERCENT
                                                  --------------------  --------
                                                                    

Roger Maddock                                            7,767,616 (2)     44.2%

Malcolm J. Wright                                        5,990,841 (3)     39.2%

Stanford Venture Capital Holdings, Inc.                  3,608,233 (4)     28.6%

L. William Chiles                                        1,068,672 (5)     10.3%

James Leaderer                                                 10,000         * 

Thomas Cornish                                             50,000  (6)        * 

Charles J. Fernandez                                       50,000  (7)        * 

David Levine                                               50,000  (6)        * 

All officers and directors as a group (3 people)  7,069,513 (3) (5)(8)     45.8%



*Less than 1%.

(1)  The  number  of  shares  of  common  stock  owned  are  those "beneficially
     owned"  as  determined  under  the  rules  of the Commission, including any
     shares  of  common  stock as to which a person has sole or shared voting or
     investment  power  and  any shares of common stock which the person has the
     right to acquire within sixty (60) days through the exercise of any option,
     warrant  or  right.  As  of  June 30, 2005, there were 10,137,974 shares of
     common stock outstanding.

(2)  Includes  345,348  shares  of  common  stock  and 30,000 shares of Series A
     preferred stock, which are convertible into 300,000 shares of common stock,
     owned  directly  by  Mr.  Maddock,  2,102,268  shares of common stock owned
     directly  by  Arvimex,  475,000  shares  of  Series A preferred stock owned
     directly  by  Arvimex which are convertible into 4,750,000 shares of common
     stock,  and  a  warrant  to  purchase  270,000 shares of common stock at an
     exercise  price  of $1.02 per share owned by Arvimex and exercisable within
     the  next  sixty  days.  Mr.  Maddock  is  the  President  of  Arvimex  and
     beneficially  owns the shares of common stock, Series A preferred stock and
     warrants owned by Arvimex.

(3)  Includes  845,733  shares  of  common  stock  and 55,000 shares of Series A
     preferred stock, which are convertible into 550,000 shares of common stock,
     owned directly by Mr. Wright, 719,942 shares of common stock owned directly
     by  Xpress  Ltd., 335,000 shares of Series A preferred stock owned directly
     by  Xpress  which  are  convertible  into 3,350,000 shares of common stock,
     27,306  shares  of  common  stock  and  10,000 shares of Series A preferred
     stock,  which  are  convertible  into 100,000 shares of common stock, owned
     directly  by Mr. Wright's daughter who resides in the same household as Mr.
     Wright,  and  warrants  to  purchase  397,860  shares of common stock at an
     exercise  price  of  $1.02  per share, which may be exercised by Mr. Wright
     within  the  next  sixty  days.  Mr.  Wright is the President of Xpress and
     beneficially  owns  the shares of common stock and Series A preferred stock
     owned  by  Xpress. Mr. Wright has pledged 845,733 shares of common stock to
     Stanford  as  collateral  for  an aggregate of $6,000,000 of financing that
     Stanford has provided to us.

(4)  Includes  1,125,000  shares  of  common  stock  and 23,850 shares of Series
     C  preferred  stock  which  are  convertible  into 477,000 shares of common
     stock,  owned directly by Stanford, 200,000 shares of common stock issuable
     upon  the  exercise  of warrants at $5.00 per share, and 845,733 pledged by
     Malcolm J. Wright, but does not include the shares of common stock directly
     owned  by  four  Stanford employees or shares issuable upon exercise of the
     warrants  owned  by  them,  as  there  are  no  contracts,  agreements  or
     understandings pursuant to which Stanford has or shares voting power, which
     includes  the  power to vote, or direct the voting of, or investment power,
     which  includes  the  power  to  dispose  or  direct the disposition of, in
     connection with the shares of the four Stanford employees.

                                       20


(5)  Includes  850,000  shares  of  common  stock  and 30,000 shares of Series A
     preferred stock, which are convertible into 300,000 shares of common stock,
     owned  directly  by  Mr. Chiles, and warrants to purchase 218,672 shares of
     common  stock  at  an  exercise  price  of  $1.02  per  share, which may be
     exercised by Mr. Chiles within the next sixty days.

(6)  The  shares  beneficially  owned  by  each  of  Mr.  Cornish and Mr. Levine
     represent  50,000  shares  of  common stock issuable upon the exercise of a
     warrant  at  $1.02  which has vested as of the date of this prospectus. Mr.
     Cornish and Mr. Levine are director nominees.

(7)  The  shares  beneficially  owned  by  Mr. Fernandez represent 50,000 shares
     of  common stock issuable upon the exercise of a warrant at $1.02 per share
     which  has  vested  as  of  the date of this prospectus. Mr. Fernandez is a
     director nominee.

(8)  Does  not  include  50,000  shares  of  common  stock beneficially owned by
     each of the director nominees, Messrs. Cornish, Levine and Fernandez.


CHANGE IN CONTROL

     We are unaware of any arrangement or understanding that may, at a
subsequent date, result in a change of control of us.

                            DESCRIPTION OF SECURITIES

     The  following is a summary of the rights of our common stock and preferred
stock and related provisions of our certificate of incorporation and bylaws, and
certain  other  warrants  and  debt  securities that provide for issuance of our
common  stock  upon their exercise or conversion. For more detailed information,
please  see  our  articles  of incorporation and bylaws, as both are amended and
restated,  and  the  terms  of  our warrants and debt securities which have been
either  incorporated  by  reference  or  filed  as  exhibits to the registration
statement  of  which  this  prospectus  is  a  part.

COMMON  STOCK

     We  are  authorized to issue 100,000,000 shares of common stock, $0.001, of
which  10,137,974  shares  were  issued  and  outstanding  at  June  30,  2005.

Voting  Rights
--------------

     Holders  of  shares of common stock are entitled to one vote per share. All
shares  have  equal  voting  rights and are nonassessable. Voting rights are not
cumulative  and,  therefore, the holders of more than 50% of the combined voting
power  of common stock and preferred stock (discussed below) that is convertible
into  common  stock  could, if they choose to do so, elect all of the directors.

Dividend  Rights
----------------

     Subject  to  preferences  that  apply  to  shares  of  our  preferred stock
(discussed  below),  the  holders  of  common  stock  shall be entitled to share
equally in any dividends that our board of directors may determine to issue from
time  to  time.  As  of  the  date of this prospectus, we have not paid any cash
dividends  to  stockholders. The declaration of any future cash dividend will be
at  the  discretion of our board of directors and will depend upon our earnings,
if  any,  our  capital requirements and financial position, our general economic
conditions,  and  other  pertinent  conditions  including  the  prior payment of
cumulative  dividends  on  our  preferred stock as discussed below. We intend to
reinvest  in  our  business  operations any funds that could be used to pay cash
dividends.

Liquidation  Rights
-------------------

     Upon  our  liquidation,  dissolution  or  winding-up, the holders of common
stock  shall be entitled to share equally all assets remaining after the payment
of  any liabilities and the liquidation preferences on any outstanding preferred
stock  as  discussed  below.

Conversion  and  Other  Rights
------------------------------

     Our  common  stock  is not convertible into any other shares of our capital
stock.  Holders of common stock have no preemptive or other subscription rights.
There  are  no  redemption or sinking fund provisions with respect to our common
stock.

                                       21


PREFERRED  STOCK

     Our  board  of  directors  has  authority,  without  the  approval  by  our
stockholders,  to  issue 10,000,000 shares of preferred stock, $0.001, in one or
more  series.  Our  board  of directors may establish the number of shares to be
included  in  each such series and may fix the designations, preferences, powers
and  other  rights  of  a  series of preferred stock. Our board of directors has
designated  five  series  of preferred stock: Series A preferred stock, Series B
preferred stock, Series C preferred stock, Series E preferred stock and Series F
preferred  stock, with voting and conversion rights that dilute the voting power
or rights of the holders of common stock and have other rights, preferences, and
privileges  over  our  common  stock.  The  issuance  of  preferred stock, while
providing  flexibility  in  connection  with  possible  acquisitions  and  other
corporate  purposes,  could,  among  other  things, have the effect of delaying,
deterring  or  preventing  a change in control of AMLH and might harm the market
price of our common stock.  The Company previously stated that that the Series A
and Series C preferred stock had been amended, but such filing with the State of
Nevada  has  not  occurred  as  of  the  filing  of  this  prospectus.

     As  of  the  date  of  this prospectus, we were authorized to issue and had
issued  and  outstanding  the  following  series  of  preferred  stock:

     -    1,000,000  shares  of  Series  A  preferred  stock, of which 1,000,000
          shares were issued and outstanding;
     -    100,000  shares  of  Series  B  preferred stock, of which 2,825 shares
          were issued and outstanding;
     -    28,000  shares  of  Series  C  preferred stock, of which 27,191 shares
          were issued and outstanding;
     -    50,000  shares  of  Series  E  preferred stock, of which 24,101 shares
          were issued and outstanding; and
     -    150,000  shares  of  Series  F  preferred  stock,  of  which no shares
          are currently issued and outstanding.

Voting  Rights
--------------

     Holders  of  shares  of  each series of our preferred stock are entitled to
vote at each meeting of our stockholders along with holders of our common stock.
Holders  of  shares  of  Series  A preferred stock are entitled to ten votes per
share.  The  voting  rights of holders of our Series B preferred stock, Series C
preferred stock, Series E preferred stock and Series F preferred stock have that
number  of votes as if they had been converted into shares of common stock.  See
"Conversion  and  Other  Rights,"  below.

     Holders  of  each  series  of  our  preferred  stock  are  entitled to vote
separately  as  a  class  with  respect  to amendments, alterations or repeal of
preferences, rights, powers or other terms of the respective series of preferred
stock that adversely affect such preferred stock.  The authorization or issuance
of  any series of preferred stock, which is on parity with or has preferences or
priority  over  any  other  series of preferred stock as to the right to receive
dividends  or  amounts  distributable  upon  our  liquidation,  dissolution  or
winding-up  is  deemed  to adversely affect the other series of preferred stock.
Holders  of  each  series  of  our  preferred  stock  are  also entitled to vote
separately  as a class with respect to amendments to the terms of the respective
series  of  preferred  stock  even  if  such  preferred  stock  is not adversely
affected.

Dividend  Rights
----------------

     The  holders of Series A preferred stock are entitled to receive cumulative
dividends  at  the  rate  of $1.20 per share per annum.  The holders of Series B
preferred  stock  are  entitled  to  receive cumulative dividends at the rate of
$12.00  per  share  per  annum.  The  holders  of  Series  C preferred stock are
entitled  to  receive  cumulative  dividends  at the rate of $4.00 per share per
annum.  The  holders  of  Series  E  preferred  stock  are  entitled  to receive
cumulative  dividends  at the rate of $4.00 per share per annum.  The holders of
Series F preferred stock will be entitled to receive cumulative dividends at the
rate of $1.00 per share per annum.  Dividends on our preferred stock are payable
in  preference  and  priority  to any payment of any cash dividend on our common
stock.  Dividends  on  each  series  of  our  preferred  stock  are  payable  in
alphabetical  order  in  preference  and  priority  to  any  payment of any cash
dividend  on  any  other series of our preferred stock, except that our Series C
preferred  stock is on parity with our Series A preferred stock and our Series B
preferred  stock  with  respect  to  the  payment of dividends. Dividends on our
preferred  stock  accrue from the date on which we agree to issue shares of such
preferred stock and thereafter from day to day whether or not earned or declared
and  whether  or  not  there  exists  profits,  surplus  or  other funds legally
available for the payment of dividends. We have never paid any cash dividends on
our  preferred  stock.  We  will  be  required  to  pay accrued dividends on our
preferred  stock  before  we  can  pay  any  dividends  on  our  common  stock.

                                       22


Liquidation  Rights
-------------------

     Upon  our  liquidation,  dissolution  or  winding-up,  holders  of Series A
preferred  stock  are  entitled  to an amount equal to $10.00 per share plus any
accrued  but  unpaid  dividends.  Holders  of Series B preferred stock, Series C
preferred  stock,  Series  E  preferred  stock  and Series F preferred stock are
entitled  to  an  amount  equal to $100.00 per share plus any accrued but unpaid
dividends.  Upon  our  liquidation,  dissolution  or  winding-up,  holders  of
preferred  stock  are  entitled  to  receive  payment in full before any similar
payment  on  our common stock.  Upon our liquidation, dissolution or winding-up,
holders  of  each  series  of preferred stock are entitled to receive payment in
full in alphabetical order before any similar payment on any other series of our
preferred  stock, except that our Series C preferred stock is on parity with our
Series  A  preferred  stock  and  our  Series  B preferred stock with respect to
payments  upon  our  liquidation,  dissolution  or winding-up.  If upon any such
liquidation,  dissolution  or  winding  up,  our  remaining assets available for
distribution  to  our stockholders are insufficient to pay the holders of shares
of any series of our preferred stock the full amount to which they are entitled,
such holders and any class or series of stock ranking on liquidation on a parity
with  such  preferred  stock  shall  share  ratably  in  any distribution of our
remaining  assets  and funds in proportion to the respective amounts which would
otherwise  be  payable  in  respect  of  the  shares  held  by  them  upon  such
distribution  if all amounts payable on or with respect to such shares were paid
in  full.

Conversion  and  Other  Rights
------------------------------

     Each  share  of  our Series A preferred stock is convertible at any time at
the option of the holder into ten shares of common stock, subject to adjustment.
The  conversion  rate  for  each share of our Series B preferred stock, Series C
preferred  stock,  Series  E  preferred  stock  and  Series F preferred stock is
calculated by dividing the amount that a share of such series of preferred stock
may  receive upon our liquidation, dissolution or winding-up by the market price
(as defined in each certificate of designation of preferred stock) of our common
stock,  subject  to  a high and low conversion rate. The high and low conversion
rate is 20 and 12.5, respectively, for our Series B preferred stock and Series C
preferred  stock.  Our Series B preferred stock and Series C preferred stock are
currently convertible at their high conversion rates. There is no low conversion
rate  for our Series E preferred stock or our Series F preferred stock. The high
conversion  rate  is  6.666  and 2 for our Series E preferred stock and Series F
preferred stock, respectively.

Redemption  Rights
------------------

     We  generally  have  the  right to redeem any shares of our preferred stock
that  remain outstanding on a date five years (except for the Series A preferred
stock,  pending  a filing with the Nevada Secretary of State) after the original
issue  date  of such shares at an amount per share equal to the amount that such
share  of  preferred  stock  may  receive  upon  our liquidation, dissolution or
winding-up  plus an amount equal to accrued but unpaid dividends, if any, to the
date  of  redemption  of  such  share of preferred stock. The Company previously
stated that the Series A preferred stock had been amended to extend its right to
redeem the Series A preferred stock from five to ten years, but such filing with
the  State  of  Nevada  has not occured as of the filing of this prospectus. Any
shares  of  preferred stock redeemed by us shall be canceled and shall not under
any  circumstances be reissued. The holders of any shares of our preferred stock
to  be  redeemed have the right to convert their shares into common stock at any
time prior to the close of business on the applicable redemption date.

WARRANTS

     As  of  the  date  of  this prospectus, we had granted warrants to purchase
1,611,532 shares of our common stock at an exercise price of $1.02 per share, of
which  warrants  to  purchase  600,000  shares  that  we  granted to some of our
Directors  and  members  of our advisory board are subject to a vesting schedule
based  on  length  of service.  We had also granted warrants to purchase 400,000
shares  of  our  common  stock  at  an  exercise  price of $5.00 per share.  Our
warrants  have varying expiration dates, the earliest of which is in March 2009.

SECURED  CONVERTIBLE  DEBT

     As  of the date of this prospectus, we had an outstanding principal balance
of  $11,605,000  under  our  credit  facilities  with  Stanford  Venture Capital
Holdings,  Inc.

     Our  $6,000,000  secured  revolving  credit  facility  with  Stanford bears
interest  at  a  fixed  rate  of  6%  per annum payable quarterly in arrears and
matures  on  December  18,  2008. At the sole election of the lender, any amount
outstanding under the credit facility may be converted into shares of our common
stock  at  a  conversion  price  of  $15.00  per  share.  The credit facility is
guaranteed by Malcolm J. Wright, our Chief Executive Officer and is secured by a
second  mortgage  on our Sonesta Orlando Resort property, including all fixtures
and  personal  property  located on or used in connection with this property,
and  all  of  the  issued and outstanding capital stock and assets of two of our
subsidiaries,  American  Leisure  Marketing  &  Technology,  Inc.  and Caribbean
Leisure  Marketing  Limited.  We  borrowed  the  full  amount  under this credit
facility during the period from December 2003 to April 2004.

     Our  $4,250,000  secured  revolving  credit  facility  with  Stanford bears
interest  at  a  fixed  rate  of  8% per annum payable quarterly in arrears. The
credit  facility  is  comprised of two tranches. The first tranche of $1,250,000
matures on September 30, 2005, may solely be used for the working capital of our
Hickory  and  TraveLeaders travel business and must immediately be repaid to the
extent  that  the  borrowed  amount  together  with  accrued and unpaid interest
exceeds  a  borrowing  base  which  is  generally  calculated  as  the lesser of
$1,250,000,  or  50%  of  the  dollar  amount of TraveLeaders' eligible accounts
receivable  minus such reserves as the lender may establish from time to time in
its  discretion.  The second tranche of $3,000,000 matures on April 22, 2007. At
the  sole  election  of  the  lender,  any  amount  outstanding under the credit
facility  may be converted into shares of our common stock at a conversion price
of $10.00 per share. The credit facility is secured by collateral assignments of
our  stock  in  the  active travel division subsidiaries as well as a collateral
assignment  of  our first lien security interest in the assets formerly owned by
Around The World Travel, Inc.

                                       23


     Our  $1,355,000  secured  revolving  credit  facility  with  Stanford bears
interest  at  a  fixed  rate  of  8%  per  annum and matures April 22, 2007. The
proceeds  of  this facility may be used solely for our call center operations in
Antigua.  Interest  for the period from January 1, 2005 to March 31, 2006 is due
on  April  3,  2006  and  interest is due quarterly in arrears for periods after
April  1, 2006. At the sole election of the lender, any amount outstanding under
the  credit  facility  may  be  converted  into  shares of our common stock at a
conversion  price  of $10.00 per share. The credit facility is secured by all of
the  issued and outstanding stock of our subsidiary, Caribbean Leisure Marketing
Limited.  We  borrowed  the full amount under our $4,250,000 credit facility and
our $1,355,000 credit facility during the period from April 2004 to August 2004.

     All  of our credit facilities with Stanford contain customary covenants and
restrictions,  including covenants that prohibit us from incurring certain types
of indebtedness, paying dividends and making specified distributions. Failure to
comply  with  these  covenants  and  restrictions  would  constitute an event of
default  under  our  credit  facilities, notwithstanding our ability to meet our
debt service obligations. Upon the occurrence of an event of default, the lender
may  accelerate  amounts  due  under  the  applicable  credit  facility  and may
foreclose  on  collateral  and/or  seek  payment  from a guarantor of the credit
facility.  At June 30, 2005, we believe we were in compliance with the covenants
and other restrictions applicable to us under each credit facility.

TRANSFER  AGENT

     The Company's transfer agent is Signature Stock Transfer, Inc., One Preston
Park,  2301  Ohio  Drive,  Suite  100,  Plano,  Texas  75093.

                                     EXPERTS

     Lopez, Blevins, Bork & Associates, LLP has audited our consolidated balance
sheets as of December 31, 2004 and 2003, and the related consolidated statements
of  operations, stockholders' equity and cash flows for the years ended December
31,  2004  and 2003, as set forth in their report.  We have included our audited
consolidated  financial  statements  elsewhere in this prospectus in reliance on
the report, given on their authority as experts in accounting and auditing.  The
report  of  Lopez,  Blevins,  Bork  &  Associates  contained  in this prospectus
contains  an  explanatory paragraph regarding our ability to continue as a going
concern.  Lopez,  Blevins,  Bork  &  Associates  has also reviewed our unaudited
consolidated  balance  sheet  as of March 31, 2005, and the related consolidated
statements  of  operations,  stockholders'  equity and cash flows for the period
ended  March  31, 2005 and 2004, which we have also included in this prospectus.

                                  LEGAL MATTERS

     The  validity  of  the shares of common stock offered hereby will be passed
upon  for  us  by  David  M.  Loev,  Attorney  at  Law,  Houston,  Texas.

                            INTEREST OF NAMED EXPERTS

     None.

     DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
                                   LIABILITIES

     Our articles of incorporation, as amended and restated, contain a provision
that  gives  our  board  of  directors  the  power to indemnify our officers and
directors to the fullest extent permitted by Nevada law.  Our bylaws, as amended
and restated, obligate us to indemnify our directors and officers to the fullest
extent  permitted  by  Section  78.7502  of the Nevada Revised Statutes, as that
section  may  be  amended  and  supplemented from time to time.  Section 78.7502
generally  provides  that  we may indemnify any of our officers and directors in
any  threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative,  except  an action by us or in our
right,  if  such  officer  or director acted in good faith and in a manner which
they  reasonably believed to be in or not opposed to our best interest, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
their  conduct  was  unlawful.

                                       24


     We  have  entered into an indemnification agreement with Malcolm J. Wright,
our  Chief Executive Officer and a Director. We will indemnify Mr. Wright to the
fullest extent permitted by law if Mr. Wright was or is or becomes a party to or
witness  or  other  participant  in,  or  is threatened to be made a party to or
witness  or  other participant in, any threatened, pending or completed claim by
reason  of  (or  arising  in part out of) any event or occurrence related to the
fact that Mr. Wright is or was a director, officer, employee, agent or fiduciary
of  ours,  or  any  subsidiary of ours, or is or was serving at our request as a
director,  officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise, or by reason of any
action  or  inaction  on  the  part of Mr. Wright while serving in such capacity
against  any  and  all expenses, judgments, fines, penalties and amounts paid in
settlement  and any federal, state, local or foreign taxes imposed on Mr. Wright
as a result of the actual or deemed receipt of any indemnification payments made
by  us  to  or  on behalf of Mr. Wright. We are entitled to reimbursement of any
advance  indemnification payments that we make to or on behalf of Mr. Wright if,
when  and  to  the  extent that a disinterested director, group of disinterested
directors  or  independent legal counsel determines that Mr. Wright would not be
permitted  to  be  so  indemnified under applicable law. We are not obligated to
indemnify Mr. Wright for the following:

     -    Acts,  omissions  or  transactions  for  which  Mr.  Wright  is
          prohibited from receiving indemnification under applicable law.
     -    Claims  initiated  or  brought  voluntarily  by  Mr. Wright and not by
          way  of  defense,  except for claims brought to establish or enforce a
          right  to  indemnification  or  in  specific  cases  if  our  board of
          directors has approved the initiation or bringing of such claim, or as
          otherwise  required  under  the Nevada Revised Statutes, regardless of
          whether  Mr.  Wright  ultimately  is determined to be entitled to such
          indemnification, advance expense payment or insurance recovery, as the
          case may be.
     -    Any  proceeding  instituted  by  Mr.  Wright  to  enforce or interpret
          his  indemnification  agreement,  if a court of competent jurisdiction
          determines  that each of the material assertions made by Mr. Wright in
          such proceeding was not made in good faith or was frivolous.
     -    Violations  of  Section  16(b)  of  the  Exchange  Act  or any similar
          successor statute.

     Our  articles  of  incorporation, as amended, also contain a provision that
limits  the liability of our directors.  Consequently, our directors will not be
personally  liable to us or our stockholders for monetary damages for any breach
of  fiduciary  duties  as  directors,  except  liability  for  the  following:

     -    Any  breach  of  their  duty  of  loyalty  to  our  company  or  our
          stockholders.
     -    Acts  or  omissions  not  in  good  faith or which involve intentional
          misconduct or a knowing violation of law.
     -    Any  transaction  from  which  the  director  derived  an  improper
          personal benefit.
     -    Any act or omission occurring prior to their directorship.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act
and  is,  therefore,  unenforceable.

                            DESCRIPTION OF BUSINESSES

BUSINESS DEVELOPMENT

     American  Leisure  Holdings,  Inc. is in the process of developing a large,
multi-national  travel  services,  travel  management  and  travel  distribution
organization.  We  have  established  a  Travel  Division,  a Resort Development
Division  and a Communications Division. Through our subsidiaries, we manage and
distribute travel services, and develop, construct and will manage vacation home
ownership  and  travel  destination  resorts and properties, develop and operate
affinity-based  travel  clubs  and  own  a  call  center in Antigua-Barbuda. Our
businesses  are  intended  to  complement  each other and create cross-marketing
opportunities  within our business. We intend to take advantage of the synergies
between the distribution of travel services and the development, marketing, sale
and management of vacation home ownership and travel destination properties.

     On  October  1, 2003, we acquired a 51% majority interest in Hickory Travel
Systems,  Inc.  as the first building block of our Travel Division. Hickory is a
travel  management  service  organization  that serves its network/consortium of
approximately  160  well-established  travel  agency  members, comprised of over
3,000  travel  agents  worldwide  that  focus  primarily on corporate travel. We
intend  to  complement our other businesses through the use of Hickory's 24-hour
reservation services, international rate desk services, discount hotel programs,
preferred  supplier  discounts,  commission  enhancement  programs,  marketing
services,  professional  services,  automation and information exchange. We view
the  members  of  Hickory as a resource for future acquisitions of viable travel
agencies  as we intend to continue to add well-positioned travel agencies to our
Travel Division.

                                       25


     In  December  2004,  Caribbean  Leisure  Marketing,  Ltd., a segment of our
company that is focused on telecommunications, entered into a joint venture with
IMA  Antigua,  Ltd.  to  operate a call center in Antigua that Caribbean Leisure
Marketing  owns.  The  joint  venture is operated through Caribbean Media Group,
Ltd.,  an  International Business Corporation formed under the laws of Barbados.
We  own  49%  of  the joint venture company that is currently operating the call
center.

     On  December  31,  2004,  American Leisure Equities Corporation, one of our
wholly  owned  subsidiaries,  acquired substantially all of the assets of Around
The  World Travel, Inc. which included all of the tangible and intangible assets
necessary to operate the business including the business name "TraveLeaders". We
engaged  Around  The  World  Travel  to manage the assets and granted Around The
World  Travel a license to use the name "TraveLeaders" in doing so. TraveLeaders
is  a  fully  integrated travel services distribution business that provides its
clients  with  a comprehensive range of business and vacation travel services in
both traditional and e-commerce platforms including corporate travel management,
leisure  sales,  and meeting, special event and incentive planning. TraveLeaders
is based in Coral Gables, Florida.

     We  were  incorporated  in Nevada in June 2000 as Freewillpc.com, Inc., and
until  June  2002,  operated  as a web-based retailer of built-to-order personal
computers  and  brand  name  related  peripherals,  software,  accessories  and
networking products. In June 2002, we acquired American Leisure Corporation in a
reverse  merger (discussed below). We re-designed and structured our business to
own,  control  and  direct  a  series  of  companies  in  the travel and tourism
industries  so  that  we  can achieve vertical and horizontal integration in the
sourcing and delivery of corporate and vacation travel services.

     On  June  14,  2002,  we  entered  into a stock purchase agreement with the
former  stockholders of American Leisure Corporation pursuant to which we issued
to  the  former stockholders of American Leisure Corporation 4,893,974 shares of
our  common  stock  and 880,000 shares of our Series A preferred stock having 10
votes  per  share.  As  part  of this transaction, Vyrtex Limited, a UK company,
which  owned  3,830,000 shares of our common stock, surrendered 3,791,700 of the
3,830,000  shares owned by them. The transaction was treated as a reverse merger
and  a  re-capitalization  of American Leisure Corporation, which was considered
the  accounting  acquirer.  The  operations  of  Freewillpc.com  prior  to  the
transaction  were  not carried over and were adjusted to $0. On July 9, 2002, we
changed our name to American Leisure Holdings, Inc.

     Except  as  expressly  indicated  or unless the context otherwise requires,
"we," "our," or "us" means American Leisure Holdings, Inc. and its subsidiaries.

BUSINESS INTEGRATION

     We  are  on  a  mission to develop a large, multi-national travel services,
travel management and travel distribution organization. We are in the process of
integrating  the  administrative  operations  of  Hickory  and  TraveLeaders  to
distribute,  fulfill  and  manage  our  travel  services.

     Our  business  model for support between our divisions is to use the travel
distribution,  fulfillment  and management services of the combined resources of
Hickory and TraveLeaders to provide consumer bookings at our planned resorts, to
rent  vacation homes that we plan to manage at these resorts, and to fulfill the
travel service needs of our affinity-based travel clubs. We intend to complement
our  other businesses through the use of Hickory's 24-hour reservation services,
international  rate  desk  services, discount hotel programs, preferred supplier
discounts,  commission  enhancement  programs,  marketing services, professional
services,  automation  and  information  exchange.  TraveLeaders  is  a  fully
integrated  travel services distribution business that provides its clients with
a  comprehensive  range  of  business  and  vacation  travel  services  in  both
traditional  and  e-commerce  platforms  including  corporate travel management,
leisure  sales,  and meeting, special event and incentive planning. TraveLeaders
currently  fulfills travel orders produced by our affinity travel clubs. We plan
to  develop,  on  average,  a  new  club  every two months for the next eighteen
months.

TRAVEL  SERVICES

Travel  Services  Industry  Overview
------------------------------------

     The  travel services industry is made up of two broad categories, corporate
business  travel and individual leisure travel. According to the Travel Industry
Association  of America, Americans spent over $500 billion on domestic travel in
2004,  of which a significant portion was for business travel. TraveLeaders does
the  majority  of  their  business  in the corporate travel management category,
while  Hickory provides services to a variety of agencies that focus on business
travel.

                                       26


     Corporate  travel  management  became  prevalent largely as a result of the
deregulation  of  the  airline  industry in 1978. Complex pricing strategies and
airline  rules  and  the  elimination  of  previously  available  commission
arrangements  created  an  opportunity for travel management companies to assist
corporate clients in optimizing the value of their travel expenditures.

     Travel  is  generally  the  second  largest  controllable  expense,  behind
personnel,  for  most  companies.  Corporate  travel  management  companies like
TraveLeaders  and  most  of  Hickory's  members reduce travel expenses for their
clients  by  creating  and  documenting  travel  policies, negotiating favorable
pricing directly with travel suppliers, and streamlining the reservation process
with  customized  profiles  and  client-selected  technologies including on-line
booking tools.

     The  corporate  travel management industry has changed significantly in the
last  ten  years.  Elimination  of  airline  commissions  drove  the industry to
fee-for-service  arrangements,  and  rapid enhancements to technology allowed an
expansion  of service offerings to clients. Successfully servicing those clients
requires significant technological, financial and operational resources, meaning
that  larger corporate travel management companies like TraveLeaders and Hickory
may  have  a  competitive  advantage. We believe the corporate travel management
industry  is  undergoing  a  period  of  consolidation  as  a  result  and  that
significant growth opportunity exists.

     The  industry's  role  and  capacity  as  a  distribution  channel, and its
relationship  with  both  clients  and suppliers, is also undergoing significant
change  as  a  result  of  the  Internet and other technological innovations. We
believe  these  innovations  offer opportunities for corporate travel management
companies  to  increase  the  efficiency  of  their  distribution capacities and
enhance services provided to travelers and management.

     The  industry  has  faced  numerous challenges since the September 11, 2001
terrorist  attacks,  including  the  decline  in  travel, volatility in the U.S.
economy  and  continued geopolitical instability. These challenges, in part, led
to  bankruptcy  filings  by  several  major airlines, and along with more recent
phenomena like rising fuel prices continue to cause other airlines to experience
adverse  economic pressure. These ongoing financial pressures are driving almost
daily  renovations  in  travel  reservation economics and process, which in turn
affects  the  traditional  supplier-intermediary-corporation-traveler
relationships.

Our  Travel  Services
---------------------

     We  manage  and distribute travel services through Hickory, our subsidiary,
and have contracted with Around the World Travel to manage TraveLeaders, a fully
integrated travel services distribution business based in Coral Gables, Florida.
We  acquired  Hickory  in  October  2003.  On  December  31,  2004,  we acquired
substantially  all  of the assets of Around the World Travel, which included all
of  the  tangible  and  intangible  assets  necessary  to  operate TraveLeaders.

     TraveLeaders
     ------------

     We  provide our clients with a comprehensive range of business and vacation
travel  services, including corporate travel management (including reservations,
profiled  service  levels,  financial  and  statistical  reporting  and supplier
negotiations),  leisure  sales (including sales to individuals and to travel and
vacation  clubs),  and meeting, special event and incentive planning. We provide
integrated solutions for managing corporate travel on a worldwide scale. We also
offer  corporate  travel  services  on a local and regional level. Our corporate
travel  services  provide  our  clients with a complete suite of travel services
that  range  from  completely 'agent free' Internet booking tools to specialized
expert  travel  agent guidance. Our private label websites provide our corporate
clients  with  an exclusive portal for corporate and leisure travel planning and
booking.  Our  corporate-clients range in size from companies with as few as two
to  three  travelers  to  companies  with  several hundred travelers or more. We
develop  corporate  travel policies, manage corporate travel programs and design
and  develop  information systems tailored for our clients. The benefits derived
by  our  clients typically increase proportionately with the amount of spending,
in  that  we  can  obtain direct benefits for the clients by negotiating favored
terms  with  suppliers and provide the client with better management information
regarding  their  spending  patterns through active, involved account management
and  customized  reporting  capabilities.

     We  provide vacation travel services using destination specialists who have
first-hand  knowledge  of  various  destinations  and the capability to handle a
client's  specific  vacation  travel  needs.  We  help  our  clients  design and
implement  vacations  suited to their particular needs and try to do this in the
most  cost-efficient  manner.  We  provide  meeting, special event and incentive
planning  to corporate clients ranging from Fortune 500 companies with thousands
of travelers to smaller companies with more modest meeting requirements. We plan
events  ranging  in size from 10 to over 3,000 people. We have the capability to
coordinate  all  aspects  of  a client's conference or event including servicing
general  travel  needs,  booking  group  airline  tickets  as  well  as  meeting
supervision  and  the  production  of all collateral needs. Our meeting, special
event  and  incentive  planning  services include program development, promotion
support,  site  selection,  contract  negotiations,  registration  and  on-site
management  for  corporate  events  in addition to fulfillment of travel service
requirements. We also provide discount airline ticket and hotel programs.

                                       27


     Hickory  Travel  Systems,  Inc.
     -------------------------------

     Hickory  is  a  travel  management  service  organization  that  serves its
network/consortium  of approximately 160 well-established travel agency members,
comprised  of over 3,000 travel agency locations worldwide, that focus primarily
on  corporate  travel.  We  intend  to  utilize  Hickory's  24-hour  reservation
services,  international  rate desk services, discount hotel programs, preferred
supplier  discounts,  commission  enhancement  programs,  marketing  services,
professional  services,  automation  and  information  exchange.

     American  Travel  &  Marketing  Group
     -------------------------------------

     American  Travel  &  Marketing  Group,  Inc.,  our subsidiary, develops and
operates  affinity-based  travel  clubs. Highly advantageous travel benefits are
the  key  to  distinguishing  our affinity club creation and management from the
older model of single purpose clubs. In addition to travel benefits, we actively
promote cross-marketing strategies to engage non-traditional sponsors to provide
significant  benefits  to  the  members that would otherwise not be available to
them  in  a  traditional  affinity  club. We utilize TraveLeaders to fulfill the
travel  service  needs  of  these  affinity-based  clubs.

     Distribution of Our Travel Services 
     ---------------------------------------

     We  provide our travel services to our clients through several distribution
channels,  including  traditional  brick and mortar regional and branch offices,
dedicated  on-site corporate travel departments, call centers and Internet based
technologies.

     TraveLeaders  has  two  large  customer service operations in Coral Gables,
Florida and Irvine, California with eight branch offices as follows:

     -    Florida - Ft. Lauderdale, Boca Raton, Orlando, Tampa
     -    Pennsylvania - Philadelphia, Lancaster
     -    Ohio - Cincinnati
     -    California - San Francisco

     These branch offices provide several corporate and vacation travel services
to  our  clients. These offices are primarily used by small companies as well as
vacation travelers seeking expertise in domestic and international destinations.
In  addition,  TraveLeaders  has three leisure travel offices in Largo, Florida,
Mt.  Laurel,  New  Jersey,  and  Sinking  Springs,  Pennsylvania.

     We  operate  approximately  fourteen  on-site  offices located at corporate
client  premises,  where  we  provide  private  label  websites, customized trip
planning,  reservation and ticketing services to the employees of such corporate
clients.

     Hickory  operates  a 24-hour call center that we plan to use to service our
travel clients and provide travel marketing services.

     We  also  maintain  an  online  reservation  and  booking  website  at
www.traveleaders.com.  This  website permits both corporate and vacation clients
to  book  airline  flights, hotel reservations, car rental reservations, cruises
and  vacation specials. We currently operate over a dozen web sites dedicated to
specific types of travel planning.

Competition  in  the  Travel  Industry
--------------------------------------

     The travel services industry is highly competitive. We compete with a large
number of other providers of corporate and vacation travel services. Some of our
competitors  include multi-national corporations that have significantly greater
resources  than  we  have.  These  significantly  larger competitors continue to
expand  their  size,  which  may  give  them  access  to  new  products and more
competitive  pricing  than  we  can  offer. We also compete with Internet travel
service providers and directly with travel suppliers including, airlines, cruise
companies,  hotels and car rental companies. We are faced with increasing use of
the  Internet  by  both business and vacation travelers to purchase products and
services  directly  from  travel suppliers that could result in bypassing us and
travel  service providers similarly situated to us. To meet that competition, we
have  developed  and  will  continue  to  develop  business  models  to  enable
TraveLeaders  to  obtain  a  growing  market  share  of  the 'agent free' travel
business.  We also compete by bundling our products in competitively priced tour
packages.

                                       28


VACATION  HOME  AND  TRAVEL  RESORT  OPERATIONS

     Our  vacation  home  and  travel resort operations will be conducted within
three business segments. One will acquire tracts of real estate suitable for the
development  of  vacation  resort properties, which will be subdivided, improved
and  sold,  typically  on  a  retail  basis  as  vacation home sales. The second
operation is planned to develop, market and sell vacation ownership interests in
our future resort properties primarily through vacation clubs. The third segment
is the ongoing hospitality management programs of the resorts built by us. While
our  vacation  home management will not be a condition of purchase at any of our
resorts,  the  consumer  may elect to employ our management subsidiary to handle
all  aspects of the care and economics of their vacation home, including but not
limited to the supervision of the home in a rental arrangement.

Vacation  Homes  and  Travel  Resorts
-------------------------------------

     We  derive  our  expertise  from  our  founding  shareholders  who  have
successfully developed real estate abroad. Our first vacation home resort in the
United  States  will be developed through our subsidiary, Tierra Del Sol Resort,
Inc.  We  intend  to  develop additional high-quality vacation resort properties
comprised  of  vacation homes and extensive resort amenities. We seek to acquire
suitable  land  for  this  purpose  in  locations  where the demand for vacation
properties  is  strong throughout the year, including Florida and the Caribbean.
We  intend  to  create  and promote our vacation and travel clubs to the general
public to provide revenue for our vacation home and travel resort properties. In
addition,  we  hope  to derive additional revenues from vacation and travel club
membership dues, conversion of travel club members to vacation club members, and
travel  commissions  from the fulfillment of services by our Travel Division. We
plan  to  develop  our  vacation resort properties to include qualified units so
that the homeowners may include their homes in voluntary rental arrangements.

     We  plan  to  provide qualifying vacation resort homeowners a comprehensive
set of vacation rental and property management and rental services. The services
will  consist of marketing, reservations, guest services, basic resort services,
maintenance,  repair  and  cleaning,  management  of  home  owner  and  condo
associations,  record  keeping  and  billing,  and representation of homeowners'
interests with transient guests.

     We  have  finished  the  planning  stage  for The Sonesta Orlando Resort at
Tierra  del  Sol,  a 972-unit vacation home resort to be located just outside of
Orlando,  Florida.  On  January 29, 2005, we entered an operating agreement with
Sonesta,  a  nationally recognized luxury resort management company. We retained
the primary management responsibility, but we delegated substantially all of the
hospitality responsibilities within the management of the resort to Sonesta.

     We  plan  to  construct The Sonesta Orlando Resort at Tierra del Sol in two
phases.  Phase I is scheduled to include 430 residential units, a 126,000 square
foot  clubhouse,  and  one  of Central Florida's largest swimming and recreation
complexes  which includes a combination pool and lazy river swimming feature, an
outdoor  sports  bar  with  food  service,  restroom  facilities, showers, water
slides,  beach  volleyball  and  extensive  sundecks.  Phase  II is scheduled to
include  542  residential  units  and  additional amenities. The Phase II resort
amenities  contemplated include miniature golf, a flow rider water attraction, a
wave  pool,  rapid  river,  and  a children's multilevel interactive water park.
Phase  II  clubhouse  improvements  will  include  the  finishing, equipping and
furnishing  of banquet/meeting rooms, casual and fine dining restaurants, a full
service  spa,  a  sales center and an owners' club. We estimate that the cost to
complete  the construction of Phase I will be $156,500,000, of which $19,200,000
will  be  the  cost  of the horizontal construction, $24,900,000 will be for the
clubhouse and resort amenities, $67,600,000 will be for vertical construction on
430 units and $44,800,000 will be for other costs such as contingencies, closing
costs  and  soft  costs  such as architectural, engineering, and legal costs. We
plan  to  have  the  first  phase of horizontal construction cost of $19,200,000
funded  by  the  Westridge  Community  Development  District via the sale by the
district  of  bonds issued on a non-recourse basis to the Company. The Westridge
Community  Development District was initially created by the Company and enabled
by  an  order of the State District Court. The debt service on the bonds will be
paid  by all of the owners of real property within the district as an additional
property  tax  assessment  over  thirty  years  as  a  quasi-public cost for the
community  benefit  provided  by  the  infra-structure and green spaces that the
district  will  create and preserve. We are currently in the final stages of the
negotiations  with  a  national  banking  institution  for  the  provision  of a
$96,600,000  conventional construction loan that we expect to close in the third
quarter  of  2005.  We  have  also  given  the  same  banking  institution  the
underwriting  role  in  the  sale  of  the  bonds.  We expect to close the first
offering  of  the  bonds in August 2005. In June 2005, we began the earth moving
and clearing process on the land for the resort.

                                       29


     In  November  2003,  we  entered  into  an  exclusive  sales  and marketing
agreement  with  Xpress  Ltd.  to sell the vacation homes in The Sonesta Orlando
Resort  at  Tierra del Sol. Malcolm J. Wright, one of our founders and directors
and  our Chief Executive Officer and Chief Financial Officer, and members of his
family  are the majority shareholders of Xpress. As of June 15, 2005, Xpress has
pre-sold  720  vacation  homes  in  a combination of contracts on town homes and
reservations on condominiums for total sales volume of over $243 million.

     We  are  developing additional affinity clubs. Our launch schedule of clubs
in  development  calls  for an average of 9 new clubs in the next 18 months. We
have  developed  a travel club system and travel incentive strategy that creates
and  fulfills  the travel and incentive needs of corporations, organizations and
associations  with  significant  member bases. Typically, we identify a national
retail  entity  and propose to create a club to be comprised of persons in their
target  demographic for the purpose of fostering loyalty to the entity's brands.
The  incentives  for  membership  are  a  rich  assortment  of discounted travel
opportunities  that  are  tailored  to  the  target  demographic  as  well  as a
significant  array  of special membership benefits that are provided by sponsors
of  nationally  known  products and services. We derive revenues from membership
dues,  sponsorship  premiums  and  travel  commissions.  In  addition to revenue
generation,  we  will  also  provide  traffic  to  our  vacation home and resort
properties.  We  believe that we will generate increased travel business through
the  creation  of  additional  clubs  comprised  of affinity-based travelers. We
believe  that  we  are  poised  to  secure  a  strong  market  share  of  the
affinity-travel  marketing  segment.  we  are  the proprietor and manager of the
clubs  that it creates. As such, we anticipate that we will generate substantial
revenue from annual membership fees and commissions earned on the sale of travel
services  once  our  infrastructure  has  been  finalized  to  enable  our other
businesses  to  communicate  and  sell  to  the affinity-based club databases we
operate.  We  expect  to  derive  revenue  from sales opportunities to Hickory's
corporate clients, Hickory's bulk purchasing power and fulfillment capacity, and
access  to  vacation  home  and  resort  properties  that we plan to develop. We
recently unveiled a vacation creation program, which enables consumers to employ
our  proprietary  budgeting  and  finance technique to enjoy annual vacations at
premier  properties that would otherwise not be available to them at the pricing
that we are able to offer. We have contracted with premier properties to enhance
the  properties'  occupancy rates during their off-season and the few weeks just
before and after their prime season. We have received favored pricing from these
properties as a result.

COMMUNICATIONS  SERVICES

     In  December 2004 we entered into a joint venture with IMA Antigua, Ltd., a
Barbados  company,  to  operate a call center in Antigua that we own.  The joint
venture  is  operated  through  Caribbean  Media  Group,  Ltd., an International
Business  Corporation  formed  under  the  laws of Barbados.  We own 49% of this
joint  venture  which  is  currently  operating the call center. The call center
provides in-bound and out-bound traffic for customer service, customer retention
and  accounts  receivable  management.  The  clients of the call center are well
known  national businesses with well-established credit and operational systems.

     We opened the call center in Antigua due to the new demand for call centers
in  the  Caribbean.  The call center business is in demand in the Caribbean as a
result  of  telecommunications  deregulation  in  the islands, which has reduced
costs and caused companies in the United States to spread their growing overseas
call  center  business  to  lower-cost  sites  near  the  United States. Persons
employed  in  Caribbean  call  centers have more than doubled to 25,000 over the
past  two  years and likely will double again by the end of 2006, according to a
report from Miami-based researcher Zagada Markets. Proximity means U.S. managers
can  easily visit and troubleshoot. Plus, it means call-center agents tend to be
more familiar with U.S. culture than agents in more distant lands such as India.
Caribbean  nations are pursuing the call-center business, anxious to create jobs
and  nurture  clean industry that complements their vital tourism industry. Many
islands  offer  tax  breaks, training programs and other incentives. Competition
may  be robust but at present we believe that the demand continues to exceed the
supply.  We  cannot provide any assurance as to how long these market conditions
persist.

     We  also  own  telecommunications  equipment  such as switches, dialers and
telephone booths that may have application for a telecommunications program that
we  are  considering in the United States. Part of this equipment can be used to
serve  as  the  switches  for a telephone system that we plan to operate for The
Sonesta Orlando Resort at Tierra del Sol. We plan to begin using the dialers and
operator  booths  during  2005  for  the  travel  fulfillment  operations  that
TraveLeaders provides to our affinity-based travel clubs.

PATENTS,  TRADEMARKS  &  LICENSES

     We  do  not  own  any  patents,  trademarks,  copyrights  or other forms of
intellectual property. We will register or apply to register our trademarks when
we  believe  registration  is  warranted, and important, to our ongoing business
operations.

                                       30


GOVERNMENT  REGULATION

     The  travel,  real estate development and vacation ownership industries are
subject  to  extensive and complex regulation. We are, and may in the future be,
subject  to  compliance  with  various  federal, state, and local environmental,
zoning,  consumer  protection  and  other statutes and regulations regarding the
acquisition,  subdivision  and  sale  of  real  estate  and  vacation  ownership
interests.  On a federal level, the Federal Trade Commission has taken an active
regulatory role through the Federal Trade Commission Act, which prohibits unfair
or  deceptive  acts  or  competition  in  interstate commerce. We are, or may be
subject  to  the  Fair  Housing  Act  and  various  other  federal  statutes and
regulations. In addition, there can be no assurance that in the future, vacation
ownership  interests  will not be deemed to be securities subject to regulation,
which  could  increase  the  cost  of  such  products. We believe that we are in
compliance  in  all  material respects with applicable regulations. However, the
cost  of  complying with applicable laws and regulations may be significant. Any
failure  to  comply  with current or future applicable laws or regulations could
have  a  material  adverse  effect  on  us.

     We are subject to various federal and state laws regarding our tele-service
sales  and  telemarketing  activities.  We  believe  we are in compliance in all
material  respects  with  all  federal  and state telemarketing regulations. Our
practices  and  methods  may  be  or  become subject to additional regulation or
regulatory challenge.

     The  industries  we  will  serve  may also be subject to varying degrees of
government regulation. Generally, in these instances, we rely on our clients and
their  advisors  to develop and provide us with the scripts for their particular
purposes.  We  anticipate  that our clients will indemnify us against claims and
expenses arising with respect to the scripts provided by our clients.

EMPLOYEES

     We  have  approximately  30  employees,  all  of  which  are  employed on a
full-time  basis.  There  are no collective bargaining contracts covering any of
our  employees.  We believe our relationship with our employees is satisfactory.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

     The  following  discussion  and  analysis  of  the  financial condition and
results  of  our  operations should be read in conjunction with the consolidated
financial  statements  and  the  notes to those statements included elsewhere in
this  prospectus. This discussion contains forward-looking statements reflecting
our  current  expectations  that involve risks and uncertainties. Actual results
and  the  timing  of  events may differ materially from those contained in these
forward-looking statements due to a number of factors, including those discussed
in  the  section  entitled  "Risk  Factors"  and  elsewhere  in this prospectus.

OVERVIEW

     We  are  in the process of developing an organization that will provide, on
and  integrated  basis,  travel  services,  travel  distribution  as  well  as
development,  sales,  magagement and rentals of destination resorts. To that end
we  have  acquired  or  established businesses that manage and distribute travel
services,  develop  vacation  home  ownership and travel destination resorts and
develop  and operate affinity-based clubs. There is a trend toward consolidation
in  the  travel  industry,  which  has  caused us to seek to create a vertically
integrated  travel services organization that provides comprehensive services to
our  clients and generates revenue from several sources. We believe that we have
a  synergistic strategy that involves using our travel distribution, fulfillment
and  management  services  to  provide consumer bookings at our planned resorts,
selling  and renting vacation homes that we plan to manage at these resorts, and
fulfilling  the travel service needs of our affinity-based travel clubs. We also
own a call center in Antigua-Barbuda.

     Malcolm  J. Wright, our President, Chief Executive Officer, Chief Financial
Officer, a Director and one of our founders, has successfully developed vacation
properties in Europe. We are currently developing our first luxury vacation home
and destination resort, The Sonesta Orlando Resort at Tierra del Sol and relying
on Mr. Wright's experience to do so. This resort will include 540 town homes and
432  condominiums.  As  of June 15, 2005, we have pre-sold all of the town homes
and  have  accepted  reservations  on 41% of the condominiums, resulting in over
$243,000,000  in  gross  contract value. In June 2005, we began the earth moving
and clearing process on the land for the resort. Upon completion of these units,
we  will  offer  our management services to certain purchasers to permit them to
voluntarily  include  their  qualifying  units  in a rental program that we will
operate.  In  addition,  we  will  retain  a  45-day,  right of first refusal to
repurchase the units in the resort that become availible for resale.

                                       31


     Our  TraveLeaders  business  is  a  fully  integrated  travel  services
distribution  business  that  provides its clients with a comprehensive range of
business  and  vacation  travel  services  in  both  traditional  and e-commerce
platforms  including  corporate  travel  management, leisure sales, and meeting,
special  event  and  incentive  planning. We acquired the assets of TraveLeaders
effective December 31, 2004, from Around The World Travel, Inc. Around The World
Travel  is  currently managing the assets for us. See the discussion below under
"Recent Events."

     In October 2003, we acquired a 51% interest in Hickory. Hickory is a travel
management  service organization that primarily serves its network/consortium of
approximately  160  well-established  travel  agency  members, comprised of over
3,000  travel  agents  worldwide  that  focus  on corporate travel. The services
provided  by  Hickory  include a 24-hour reservation service, international rate
desk services, discount hotel programs, preferred supplier discounts, commission
enhancement  programs  and  marketing  services.  Our business plan includes the
acquisition  of  additional  travel  agencies so that we can compete for greater
volume  buying  discounts  and market share. We view the members of Hickory as a
resource for future acquisitions of viable travel agencies.

     We  are  in  the  process  of  integrating the administrative operations of
Hickory  and  TraveLeaders.  The  integration  process  has  been slower than we
anticipated  because  it  has  taken  us  longer than expected to identify those
operations  that  could  be  consolidated  and  determine  the  allocation  and
re-assignment  of  the personnel best suited for the consolidated enterprise. In
addition, time has been required to analyze and determine the impact, if any, of
certain  litigation commenced by Around the World Travel regarding its contracts
with  Seamless  Technologies,  Inc.  and  others, as discussed elsewhere in this
prospectus. As such, expenditures have been higher than anticipated.

     Our  American  Travel  &  Management  Group  business develops and operates
Internet  structured  clubs  that  specialize in using demographic affinities to
promote  brand  loyalty  through  the  delivery  of  customized travel and other
benefits  to  a  constituency  that  is  built  under the auspices of a national
retailer,  publisher  or  national  cause.  A  vital  component  to the benefits
provided  to  club  members and the sponsors is the inclusion of a sophisticated
rewards  program  that  will  provide  customer retention tracking data to those
sponsors  while  enabling the members to enjoy significant discounts and rewards
for  their  loyalty.  We  have recently entered into agreements with a prominent
sports media organization, a national publisher and an international retail food
service  company.  Based upon current agreements, we expect to launch a new club
on  an average of one every other month for the next eighteen months. We fulfill
travel service orders produced by these clubs through TraveLeaders.

     In December 2004, we entered into a joint venture with IMA Antigua, Ltd. to
operate  a  call  center  that  we  own located in Antigua. The joint venture is
operated  through  Caribbean  Media Group, Ltd. We own 49% of this joint venture
company.  The  call  center provides in-bound and out-bound traffic for customer
service,  customer  retention and accounts receivable management. The clients of
the  call center are well known national businesses with well-established credit
and operational systems.

     During  the first quarter of 2005, we generated 41% of our revenue from the
sale  of  land  held  for development in Davenport, Florida. For that period, we
also  recognized  revenue  from  fees  derived  from  Hickory's services and our
affinity-based  travel  clubs  as  well  as  revenue  from  the  operations  of
TraveLeaders.

     Under  our  arrangement  with  Around  The World Travel, which operates the
TraveLeaders  assets  on  our  behalf  and  from whom we acquired the assets, we
receive  and  recognize  as  income  90% of the net earnings of the TraveLeaders
assets  before  interest,  taxes,  depreciation and amortization. The balance is
retained by Around The World Travel as a management fee.

     We  also  currently  generate  modest  revenue  from  our call center joint
venture  in  Antigua.  We  expect  revenues  from  our call center operations to
increase  throughout  the  year based on indications from a major client that it
will require more seats in the third and fourth quarter.

     As  discussed in "Liquidity and Capital Resources," the capital requirement
for  the  first  phase  of  the  resort  is  approximately  $122,600,000. We are
currently  negotiating the final terms of a $96,600,000 construction loan with a
national  construction  lender.  We  expect  to  finance  the  balance  of  the
development  budget,  which  includes infrastructure, retention, roads and green
space  of  approximately  $26,000,000,  through  the sale of Westridge Community
Development  District bonds. We intend to complete the capitalization process in
the  third quarter of 2005 and begin the vertical construction during the fourth
quarter of 2005.

RECENT  EVENTS
--------------

     On  January  29,  2005,  we  entered  into  an  operating  agreement with a
subsidiary of Sonesta International Hotels Corporation of Boston, Massachusetts,
a  luxury  resort  hospitality  management  company.  Pursuant  to the operating
agreement,  we  sub-contracted  to  Sonesta substantially all of the hospitality
responsibilities  for  The  Sonesta Orlando Resort at Tierra del Sol.  We retain
primary  management  control of the resort.  We had previously engaged Fugelberg
Koch to design the residential units of the resort, amenities and the clubhouse.
In  February  2005, we held the official groundbreaking ceremony for the resort.

                                       32


     On  March 7, 2005, we sold land located in Davenport, Florida that had been
held for commercial development. The land was acquired in 2002 for approximately
$1,975,359  and sold for $4,020,000 and paid-off secured debt on the property in
the  amount  of  $1,300,000  plus  accrued interest and other costs. We received
approximately  $2,100,000 in net proceeds from the sale and realized a profit of
$1,100,000.  We  used the net proceeds for working capital and to pay $1,648,317
of  notes  payable  to  related  parties  attributable  to  the  acquisition and
retention of the property.

     We amended our agreement with Around The World Travel, Inc. effective March
31,  2005, to change the manner in which we will pay for the TraveLeaders assets
that  we  acquired  on  December 31, 2004. The purchase price of $17,500,000 was
determined  by  adding  $1,500,000  to the fair value of the business as a going
concern  as  determined  by  an  independent  investment  banking  firm  to  be
$16,000,000.  Pursuant to the terms of the original asset purchase agreement and
prior  to  the  completion  of  the  independent  valuation,  we  were to assume
$17,306,352  in  liabilities  and  issue  1,936 shares of our Series F preferred
stock  valued  at $193,648 in consideration for the assets. Under the amendment,
the  liabilities  assumed  are  reduced  to  $4,242,051, we will forgive certain
working  capital  loans  that Around The World Travel owes to us and we will not
issue  any  Series  F preferred stock. In addition, we will issue a 60 month, 6%
per  annum  balloon  note  in  favor of Around The World Travel in the principal
amount  of $8,483,330, which amount may be offset by any and all amounts payable
to  us  by  Around  The  World  Travel  including  any  sums owed to us from the
management  of  the  TraveLeaders  assets.  Under the terms of our December 2004
agreement,  we  are finalizing the manner in which we will pay for substantially
all  of the assets of Around The World Travel including the final balance of the
note  that  we  will  issue.  Therefore,  the amounts stated above may therefore
change.

     In  May  2005,  we  extended for six months the maturity dates of two notes
(payable to third parties) in the aggregate amount to $7,862,250 that matured on
March  31,  2005. These notes are not in default as the terms have been extended
for six months to September 30, 2005. Total accrued interest on the notes amount
to $256,512 as of March 31, 2005.

KNOWN  TRENDS,  EVENTS,  AND  UNCERTAINTIES

     We expect to experience seasonal fluctuations in our gross revenues and net
earnings  due  to  higher  sales volume during peak periods. Advertising revenue
from  the  publication  of  books  by  Hickory  listing  hotel  availability  is
recognized  once  per  year  in  December  when  the  books are published.  This
seasonality  may  cause  significant  fluctuations  in  our  quarterly operating
results  and  our  cash  flows.  In  addition,  other  material  fluctuations in
operating  results may occur due to the timing of development of resort projects
and  our  use  of  the  completed  contracts  method  of accounting with respect
thereto.  Furthermore,  costs associated with the acquisition and development of
vacation  resorts,  including  carrying  costs  such  as interest and taxes, are
capitalized  as  inventory  and will be allocated to cost of real estate sold as
the  respective  revenues  are  recognized.  We  intend to continue to invest in
projects  that  will  require substantial development and significant amounts of
capital  funding  during  2005  and  in  the  years  ahead.

CRITICAL  ACCOUNTING  ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based upon our financial statements, which have been prepared in
accordance  with  accounting principals generally accepted in the United States.
The  preparation of these financial statements requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses,  and  related  disclosure of any contingent assets and liabilities. We
base our estimates on various assumptions that we believe to be reasonable under
the  circumstances,  the  results  of  which form the basis for making judgments
about  carrying  values  of assets and liabilities that are not readily apparent
from  other  sources.  On  an  on-going basis, we evaluate our estimates. Actual
results may differ from these estimates if our assumptions do not materialize or
conditions  affecting those assumptions change. For a detailed discussion of our
significant  accounting  policies, see Note 2, Summary of Significant Accounting
Policies  to the Notes to our audited consolidated financial statements included
elsewhere  in  this  prospectus.

     We  believe  the  following  critical  accounting  policies affect our more
significant  judgments  and  estimates  used in the preparation of our financial
statements:

     Going  Concern  Considerations
     ------------------------------

     We have incurred predictable losses during the development stage during our
existence,  and  we  have  negative  retained  earnings.  We  expect  our travel
operations  through  the  end  of  the current fiscal year to require additional
working  capital  of  approximately $1,500,000. If we are unable to obtain these
funds,  we may have to curtail or delay our travel business plan. In addition to
our  ability  to  raise  additional capital, our continuation as a going concern
also  depends  upon  our ability to generate sufficient cash flow to conduct our
operations.  If we are unable to raise additional capital or generate sufficient
cash flow to conduct our Travel Division operations, we may be required to delay
the  acquisition  of additional travel agencies and restructure or refinance all
or  a  portion of our outstanding debt. The accompanying financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

                                       33


     Revenue  Recognition
     --------------------

     We  recognize  revenues  on the accrual method of accounting. Revenues from
Hickory  are recognized as earned, which is primarily at the time of delivery of
the  related service, publication or promotional material. Fees from advertisers
to  be  included  in  the  hotel  book  and  web service operated by Hickory are
recognized  upon  the annual publication of the book.  Revenue from the delivery
of  services  is recognized when it is invoiced to the recipient of the service.

     One  of  our  principal sources of revenue is associated with access to the
travel  portals  that  provide  a database of discounted travel services. Annual
renewals  occur  at  various times during the year. Costs and revenue related to
portal  usage  charges are incurred in the month prior to billing. Customers are
charged  additional  fees  for  hard  copies  of  the  site  access information.
Occasionally  these items are printed and shipped at a later date, at which time
both revenue and expenses are recognized.

     Revenues  and  expenses  from our TraveLeaders business are not included in
our  results  as  the same are borne by Around the World Travel, Inc., the third
party  manager  of  the business. We recognize as revenue only the net operating
results  of  TraveLeaders  after deducting the management fee paid to Around the
World Travel of 10% of net earnings before interest expense, taxes, depreciation
and amortization.

     Revenues  from  our  call  center  are recognized as generated by the joint
venture that operates the call center.

     We  have  entered  into  pre-construction  sales contracts for units in The
Sonesta  Orlando  Resort at Tierra del Sol. We will recognize revenue when title
is transferred to the buyer.

     Goodwill
     --------

     We  adopted  the  provisions of Statement of Financial Accounting Standards
("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  Assets."  This statement
requires that goodwill and intangible assets deemed to have indefinite lives not
be  amortized,  but  rather  be  tested  for  impairment  on  an  annual  basis.
Finite-lived  intangible  assets  are required to be amortized over their useful
lives  and are subject to impairment evaluation under the provisions of SFAS No.
144.  In  2004,  we  recorded  an  impairment  of  $1,500,000  related  to  the
acquisition of the TraveLeaders assets in December 2004, based on our payment of
more  than  fair  value  as  determined  by an independent investment bank.  Our
remaining  goodwill of $14,425,437 has not been further impaired as of March 31,
2005,  and  will  be  evaluated  on  a  quarterly  basis  and whenever events or
circumstances  indicate  the  carrying  value  of  the  goodwill  may  not  be
recoverable.

RESULTS OF OPERATIONS

Three  Months ended March 31, 2005 Compared to Three Months Ended March 31, 2004
--------------------------------------------------------------------------------

     Revenue  increased  $1,489,009, or 125%, to $2,675,674 for the three months
ended  March 31, 2005, as compared to revenue of $1,186,665 for the three months
ended  March  31,  2004.  The  increase in revenue was primarily attributable to
$1,100,000  from  the  sale  of  land  in  Davenport,  Florida.

     Depreciation  and  amortization  expenses  increased  $211,310,  or 96%, to
$431,382  for the three months ended March 31, 2005, as compared to depreciation
and amortization expenses of $220,072 for the three months ended March 31, 2004.
The  increase  in  depreciation  and  amortization  expenses  was  primarily
attributable  to the call center and TraveLeaders. We opened the call center and
acquired TraveLeaders in the fourth quarter of 2004.

     General  and  administrative  expenses  increased  $430,690,  or  22%,  to
$2,405,156 for the three months ended March 31, 2005, as compared to general and
administrative expenses of $1,974,466 for the three months ended March 31, 2004.
The  increase  in general and administrative expenses was primarily attributable
to  refurbishment  and  start-up of the call center and other telecommunications
operations.

                                       34


     Loss  from operations decreased $847,009, or 84%, to $160,864 for the three
months ended March 31, 2005, as compared to a loss from operations of $1,007,873
for  the three months ended March 31, 2004. The decrease in loss from operations
was largely due to the sale of land and the resulting increase in revenue.

     We  had interest expense of $393,319 for three months ended March 31, 2005.
During  the  period  from December 2003 to December 2004, we received a total of
$11,505,000  of  convertible  debt  financing  from  Stanford.  The  increase in
interest expense is due to the debt financing that we received from Stanford.

     We  did  not  have income or loss attributable to minority interest for the
three  months  ended  March  31,  2005,  as  compared  to income attributable to
minority interest of $256,624 for the three months ended March 31, 2004.

     Loss  before  income  taxes decreased $197,066, or 26%, to $554,183 for the
three  months  ended  March 31, 2005, as compared to loss before income taxes of
$751,249  for the three months ended March 31, 2004. The decrease in loss before
income  taxes was largely due to the sale land and the resulting increase in our
revenue.

     We  did  not record a provision for income taxes for the three months ended
March 31, 2005. We recorded a provision for income taxes of $1,135 for the three
months  ended March 31, 2004. Although we have net operating loss carry-forwards
that may be used to offset future taxable income and generally expire in varying
amounts  through  2024,  no  tax  benefit  has  been  reported  in the financial
statements.

     Net loss decreased $198,201, or 26%, to $554,183 for the three months ended
March  31,  2005, as compared to net loss of $752,384 for the three months ended
March  31,  2004.  The  decrease  in net loss and basic and diluted net loss per
share  was  largely  due  to  the sale of land and the resulting increase in our
revenue.

     We  accrued preferred stock dividend of $350,890 for the three months ended
March  31,  2005,  as  compared  to preferred stock dividend of $275,969 for the
three months ended March 31, 2004.

     Net  loss  available  to common stockholders decreased $123,280, or 12%, to
$905,073  with  basic  and  diluted  net  loss  per  share  available  to common
stockholders  of $0.09 for the three months ended March 31, 2005, as compared to
net  loss  of  $1,028,353 with basic and diluted net loss per share available to
common  stockholders  of  $0.13  for  the three months ended March 31, 2004. The
decrease  in  net  loss  and  basic  and diluted net loss per share available to
common  stockholders  was  largely  due  to  the  sale of land and the resulting
increase in our revenue.

     We had an accumulated deficit of $13,200,194 as of March 31, 2005.

Fiscal Year Ended December 31, 2004 Compared to Fiscal Year Ended December 31,
------------------------------------------------------------------------------
2003
----

     We  had revenues of $6,419,320 for the fiscal year ended December 31, 2004,
as  compared  to  $3,327,483  for the fiscal year ended December 31, 2003, which
represents  a  93% increase in revenues. The increase in revenues was due to the
inclusion  of  revenues  from  Hickory  for the full year of 2004 as compared to
three  months  of revenues from Hickory for the prior year beginning on the date
of  acquisition,  which  was  October  1,  2003.

     Loss from operations increased $2,593,247 to $4,209,749 for the fiscal year
ended  December  31, 2004, as compared to loss from operations of $1,619,502 for
the  fiscal  year  ended  December  31,  2003. Loss from operations consisted of
depreciation  and  amortization of $936,874, general and administrative expenses
of  $8,192,195  and  goodwill  impairment loss of $1,500,000 for the fiscal year
ended  December  31,  2004,  as  compared  to  depreciation  and amortization of
$716,175,  general  and  administrative  expenses  of  $4,227,810  and  goodwill
impairment  loss of $0 for the fiscal year ended December 31, 2003. The increase
in  loss  from  operations  was  due  to  the  increase  in  depreciation  and
amortization,  general and administrative expenses and goodwill impairment loss.
We  realized  goodwill  impairment loss during 2004 due to the write-down of our
investment  in  the  purchase  of assets of Around The World Travel, Inc., which
were  valued  by  an  independent  third  party at $16,000,000, and we wrote off
$1,500,000 from the purchase consideration of $17,500,000.

     Loss  from  operations  before  minority  interests  was $7,131,825 for the
fiscal  year ended December 31, 2004, as compared to loss from operations before
minority  interests  of  $1,616,502 for the fiscal year ended December 31, 2003.
The  increase  in  loss  from  operations before minority interests was directly
attributable  to  the increases in depreciation and amortization and general and
administrative expenses as well as the goodwill impairment loss on acquiring the
TraveLeaders  assets  and  a  loss of $ 2,185,278 on the write down of acquiring
Around The World Travel's preferred stock in April 2004.

                                       35


     We  had  $510,348  attributable  to  minority interests for the fiscal year
ended December 31, 2004 and the fiscal year ended December 31, 2003.

     Loss  before  income  taxes for the fiscal year ended December 31, 2004 was
$6,621,477  as compared to loss before income taxes of $2,126,850 for the fiscal
year  ended  December 31, 2003. The increase in net loss before income taxes was
directly  attributable  to  the  increases  in depreciation and amortization and
general  and  administrative expenses as well as the goodwill impairment loss on
acquiring the TraveLeaders assets and a loss of $ 2,185,278 on the write down of
acquiring Around The World Travel's preferred stock in April 2004.

     We  recorded  a  benefit from income taxes of $(12,824) for the fiscal year
ended  December  31, 2004, as compared to a provision for income taxes of $0 for
the fiscal year ended December 31, 2003.

     We  had  a  net  loss  of $6,634,301 for the fiscal year ended December 31,
2004, as compared to a net loss of $2,126,850 for the fiscal year ended December
31, 2003, which represents an 86% increase in net loss. The increase in net loss
resulted from the increased expenses and the impairment and write down described
above.

     We accrued preferred stock dividend of $1,248,331 for the fiscal year ended
December 31, 2004, as compared to preferred stock dividend of $1,083,025 for the
fiscal year ended December 31, 2003.

     We  had  a  net loss available to common stockholders of $7,882,632 for the
fiscal  year  ended  December  31,  2004, as compared to a net loss available to
common  stockholders  of $3,209,875 for the fiscal year ended December 31, 2003,
which  represents  a  146%  increase in net loss. Basic and diluted net loss per
share  available  to  common  stockholders  was  $0.92 for the fiscal year ended
December  31,  2004,  as  compared  to  the basic and diluted net loss per share
available to common stockholders of $0.47 for the fiscal year ended December 31,
2003.  The  increase  in  net  loss  and  net loss per share available to common
stockholders  resulted  from the increased expenses and the impairment and write
down described above.

     Historically,  Hickory  has  had  seasonal  losses  during  the first three
quarters, and net profits during the fourth quarter of each year.

     We had an accumulated deficit of $12,295,121 as of December 31, 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

     We  expect that we will require approximately $1,500,000 through the end of
the  current  fiscal  year  for  working  capital  for our travel management and
services  businesses.  We are in receipt of a term sheet offer and are currently
negotiating  the  final  terms  with a national banking institution to provide a
$96,600,000  construction loan for the first phase of the Sonesta Orlando Resort
at  Tierra  del Sol.  We anticipate closing on the loan during the third quarter
of  2005.  In  connection  with this loan, we have also engaged the same banking
institution  to  underwrite the sale of $26,000,000 in bonds issued by Westridge
Community  Development District.  The underwriting on the bonds is completed and
the  pre-sale bids have been received.  We anticipate that the bond sale will be
consummated  upon the completion of our final negotiations with our construction
lender.  These  bonds  will be repaid by residential unit owners in the district
over  a  30-year period, through a tax assessment by the district.  Upon closing
of  the  loan,  we  expect  to  repay $7,862,250 of short-term debt plus accrued
interest  of  $256,512.  This  short-term  debt  originally matured on March 31,
2005,  but in May 2005 was extended for six months.  The sum of the construction
loan  and  the  bond  sale  proceeds  will  provide  sufficient  capital for the
construction of the first phase of The Sonesta Orlando Resort at Tierra del Sol.

     In addition, to partially fund our development costs at The Sonesta Orlando
Resort  at  Tierra  del  Sol,  we  have  used  cash  from buyers deposits, after
providing  the  disclosures  required by Florida law, on the pre-sold town homes
for which the buyer has waived the requirements to maintain the funds in escrow.
The  deposits  on the town homes range from 10% to 20% of the purchase price. As
of  June  15, 2005, approximately 90% of the buyers of town homes in the Sonesta
Orlando  Resort  have  waived  the  escrow requirement and these funds have been
expended  for  our  project  related  costs.  Our  contract for the condominiums
requires  a  20%  deposit. All of the deposits received on condominium contracts
are  maintained  in escrow. Provided the purchaser has waived escrow, we may use
any  condominium  contract  deposit  in  excess of 10% to fund the hard costs of
construction  on  their  unit.  In the event we post a bond according to Florida
law,  we will also be permitted to use the bonded portion of the deposits on the
condominiums for the projects development and construction costs.

     We  had  total  current  assets  of  $3,185,174 as of March 31, 2005, which
consisted  of  cash  of  $1,767,769,  accounts receivable of $1,079,308, prepaid
expenses and other of $267,843, and note receivable of $70,254.

                                       36


     We  had total current liabilities of $13,621,422 as of March 31 2005, which
consisted  of  current  maturities  of  long-term  debt  and  notes  payable  of
$9,302,704,  accounts  payable  and  accrued  expenses  of  $2,007,621,  accrued
expenses  to  officers  of $1,518,110, shareholder advances of $393,559 of which
approximately  $209,004  was  owed  to  a  director, current maturities of notes
payable  to  related parties of $262,312 of which approximately $82,050 was owed
to our CEO/director, other current liabilities of $96,616, and customer deposits
of  $40,500.  We  anticipate the closing of a construction and land loan for the
Sonesta  Orlando  Resort during the third quarter of 2005, of which there can be
no  assurance.  In the event that we close the loan as anticipated, we intend to
pay off current maturities of long-term debt and notes payable of $9,302,704.

     We  had  negative  net working capital of $10,436,248 as of March 31, 2005.
The ratio of total current assets to total current liabilities was approximately
23%  as  of  March  31, 2005. That ratio will improve upon the retirement of our
short-term  debts  as  of  the  closing  of  the  construction  loan referrred 
to above.

     Net  cash  used in operating activities was $3,891,814 for the three months
ended  March  31, 2005, as compared to net cash provided by operating activities
of  $756,335 for the three months ended March 31, 2004. The change from net cash
provided  by  operating  activities to net cash used in operating activities was
attributable  to a net loss of $554,183, an increase in prepaid and other assets
of  $1,388,560,  and an increase in prepaid commissions of $1,157,752 which were
primarily  offset  by an increase in deposits on unit pre-sales of $2,867,598, a
decrease  in  accounts payable and accrued expenses of $4,231,662, a decrease in
customer  deposits of $2,712,035 and a decrease in receivables of $2,460,079 for
the three months ended March 31, 2005.

     Net  cash  used in investing activities decreased $2,570,171 to $49,757 for
the three months ended March 31, 2005, as compared to net cash used in investing
activities of $2,619,928 for the three months ended March 31, 2004. The decrease
was  a  result  of a decrease in capitalization of real estate carrying costs to
$49,757  for  the three months ended March 31, 2005, from $733,643 for the three
months ended March 31, 2004, a decrease in security deposits and other to $0 for
the  three months ended March 31, 2005, from $970,429 for the three months ended
March  31,  2004,  a decrease in advances to Around The World Travel, Inc. to $0
for  the  three  months ended March 31, 2005, from $808,487 for the three months
ended  March  31,  2004, and a decrease in acquisition of fixed assets to $0 for
the  three months ended March 31, 2005, from $107,369 for the three months ended
March 31, 2004.

     Net  cash  provided  by  financing  activities  increased  $1,977,018  to
$3,443,298  for  the  three months ended March 31, 2005, as compared to net cash
provided  by financing activities of $1,466,280 for the three months ended March
31, 2004. The increase was due to proceeds from debt of $6,391,615 from Stanford
that  was  offset  by  a payment of debt of $1,300,000 that was retired upon the
sale  of  the  land  in  Davenport,  Florida  and payments to related parties of
$1,648,317 for the three months ended March 31, 2005.

     Previously  we  have  relied  on  loans from third parties and from related
parties to provide working capital and other funding needs. Our outstanding debt
includes  three  credit  facilities  totaling  $11,605,000  in  principal amount
provided by Stanford Venture Capital Holdings, Inc.

     At  March  31,  2005,  we  had outstanding principal balance of $11,605,000
under  our  three  credit facilities with Stanford Venture Capital Holdings. Our
$6,000,000  secured  revolving  credit  facility  with  Stanford Venture Capital
Holdings  bears  interest  at  a fixed rate of 6% per annum payable quarterly in
arrears  and  matures  on December 18, 2008. At the sole election of the lender,
any amount outstanding under the credit facility may be converted into shares of
our  common  stock  at  a  conversion  price of $15.00 per share. The $6,000,000
credit facility is guaranteed by Malcolm Wright, our chief executive officer and
is  secured  by  a  second  mortgage  on  our  Sonesta  Orlando Resort property,
including  all  fixtures  and personal property located on or used in connection
with  these  properties, and all of the issued and outstanding capital stock and
assets of two of our subsidiaries, American Leisure Marketing & Technology, Inc.
and Caribbean Leisure Marketing Limited.

     Our  $4,250,000  secured  revolving  credit  facility with Stanford Venture
Capital  bears  interest  at  a  fixed rate of 8% per annum payable quarterly in
arrears.  The credit facility is comprised of two tranches. The first tranche of
$1,250,000  matures  on  September  30, 2005, may solely be used for the working
capital  of our Hickory and TraveLeaders travel business and must immediately be
repaid  to  the extent that the borrowed amount together with accrued and unpaid
interest exceeds a borrowing base which is generally calculated as the lesser of
$1,250,000,  or  50%  of  the  dollar  amount  of TraveLeaders eligible accounts
receivable  minus such reserves as the lender may establish from time to time in
its  discretion.  The second tranche of $3,000,000 matures on April 22, 2007. At
the  sole  election  of  the  lender,  any  amount  outstanding under the credit
facility  may be converted into shares of our common stock at a conversion price
of $10.00 per share. The credit facility is secured by collateral assignments of
our  stock  in  the  active Travel Division subsidiaries as well as a collateral
assignment  of  our first lien security interest in the assets formerly owned by
Around The World Travel, Inc.

                                       37


     Our  $1,355,000  secured  revolving  credit  facility with Stanford Venture
Capital  Holdings,  Inc.  bears  interest  at  a  fixed rate of 8% per annum and
matures April 22, 2007. The proceeds of this facility may be used solely for our
call  center operations in Antigua. Interest for the period from January 1, 2005
to  March  31,  2006  is  due  on April 3, 2006 and interest is due quarterly in
arrears for periods after April 1, 2006. At the sole election of the lender, any
amount outstanding under the credit facility may be converted into shares of our
common  stock  at a conversion price of $10.00 per share. The credit facility is
secured  by all of the issued and outstanding stock of our subsidiary, Caribbean
Leisure Marketing Limited.

     All  of  our  credit  facilities  with  Stanford  Venture  Capital  contain
customary  covenants and restrictions, including covenants that prohibit us from
incurring  certain  types of indebtedness, paying dividends and making specified
distributions.  Failure  to  comply  with these covenants and restrictions would
constitute  an event of default under our credit facilities, notwithstanding our
ability to meet our debt service obligations. Upon the occurrence of an event of
default,  the  lender  may  convert  the  debt  to  the  company's common stock,
accelerate amounts due under the applicable credit facility and may foreclose on
collateral and/or seek payment from a guarantor of the credit facility. At March
31,  2005,  we  believe  we  were  in  compliance  with  the covenants and other
restrictions applicable to us under each credit facility.

     As of June 15, 2005, we owe a total of $1,518,110 to related parties. These
amounts bear interest at 12% per annum and are payable on demand.

     Our  ability  to construct the Sonesta Orlando Resort and repay our current
debt  is contingent upon us closing the construction financing and receiving the
district  bond  sale  proceeds.  We  have  experienced  delays  in  closing  the
construction  loan  and  bond financing as a result of various factors including
difficulty  determining  a  guaranteed  maximum  price of construction costs for
phase  one  from our general contractor. We have now concluded the determination
of  the guaranteed maximum price of the construction and we anticipate receiving
a  firm  commitment  for the construction loan in July 2005. If we are unable to
obtain financing for our working capital needs or close the construction loan or
the  community  development district bond financing, we will be required to find
alternative sources of capital that may not be available when needed or on terms
satisfactory to us, if at all. In the past, most of our working capital has been
obtained  through  loans  from  or  the  purchase  of  equity  by  our officers,
directors,  large  shareholders  and some third parties. At this time, we do not
have  any  written commitments for additional capital from any of these parties.
If  we  do  not  receive a sufficient amount of additional capital on acceptable
terms,  we  will have to consider the sale of assets or securities or scale back
some  or  all  of  our  operations  or  we  may be unable to continue as a going
concern.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off  balance  sheet  arrangements  that have or are
reasonably  likely  to  have  a  current  or  future  effect  on  our  financial
condition,  changes  in  financial  condition,  revenues  or  expenses,  results
of  operations,  liquidity,  capital expenditures, or capital resources that  is
material  to  investors.

                             DESCRIPTION OF PROPERTY

     Our  corporate  headquarters  are  located in Saddle Brook, New Jersey. Our
Saddle  Brook  facility  is approximately 5,000 square feet, of which 250 square
feet  houses  our  executive  offices. This facility is leased by Hickory Travel
Systems,  Inc.  for  approximately  $178,056  per  year.

     Our  subsidiary owns the land on which The Sonesta Orlando Resort at Tierra
del  Sol  will  be  situated.  It purchased this land for $5,560,366 in February
2000. We have spent approximately $1,123,000 to entitle and create the Westridge
Community Development District. The land is currently subject to mortgages in an
amount  equal  to  approximately $12,000,000 that represents approximately a 35%
loan  to  value  ratio. As a developer of vacation resort properties, we plan to
also purchase additional parcels of land for resort development.

     The  TraveLeaders  assets  are  located  in a building leased by Around The
World Travel, Inc. TraveLeaders occupies almost all of the 40,000 square feet at
1701  Ponce  De  Leon  Boulevard, Coral Gables, Florida. We plan to move various
other  subsidiaries  into  the available space. The lease expires in December of
2006. We have commenced our search for alternative leaseholds.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We believe that all prior related party transactions have been entered into
upon  terms  no  less  favorable  to  us  than those that could be obtained from
unaffiliated  third  parties.  Our reasonable belief of fair value is based upon
proximate  similar  transactions  with  third  parties or attempts to obtain the
services  from  third parties, if such transaction would be available from third
parties.  All past, ongoing and future transactions with such persons, including
any  loans from or compensation to such persons, have been or will in the future
be approved by a majority of disinterested members of the Board of Directors.

                                       38


     We  accrue  $500,000  per  year as salary payable to Malcolm J. Wright, our
Chief  Executive  Officer. Prior to 2004, we accrued $250,000 per year as salary
payable  to  Mr. Wright. We accrue interest at a rate of 12% compounded annually
on  the salary owed to Mr. Wright. As of March 31, 2005, the aggregate amount of
salary  payable  and accrued interest owed to Mr. Wright was $1,390,110. We also
accrue  $100,000  per year as salary payable to L. William Chiles, a director of
the  Company  and  the President of Hickory, for his services, and interest at a
rate  of  12%  compounded  annually beginning in 2005. As of March 31, 2005, the
aggregate  amount  of salary payable and accrued interest owed to Mr. Chiles was
$128,000.

     We  pay  or accrue directors' fees to each of our directors in an amount of
$18,000  per year for their services as directors. During the three months ended
March  31, 2005, we accrued directors' fees for four directors; however, Gillian
Wright  resigned as a director on February 1, 2005. As of March 31, 2005, we had
accrued an aggregate amount of directors' fees of $132,000.

     We  entered  into a debt guarantor agreement with Mr. Wright and Mr. Chiles
whereby  we  agreed  to  indemnify Mr. Wright and Mr. Chiles against all losses,
costs  or  expenses  relating  to  the  incursion  of  or  the collection of our
indebtedness  against  Mr.  Wright  or  Mr.  Chiles  or  their  collateral. This
indemnity extends to the cost of legal defense or other such reasonably incurred
expenses  charged  to or assessed against Mr. Wright or Mr. Chiles. In the event
that  Mr.  Wright  or  Mr.  Chiles  make a personal guarantee for our benefit in
conjunction  with  any third-party financing, and Mr. Wright or Mr. Chiles elect
to  provide  such  guarantee, then Mr. Wright and/or Mr. Chiles shall earn a fee
for  such  guarantee  equal  to  three  per  cent  (3%)  of  the  total original
indebtedness  and  two  per cent (2%) of any collateral posted as security. This
fee  is to be paid by the issuance of warrants to purchase our common stock at a
fixed  strike  price  of  $1.02 per share, when the debt is incurred. Mr. Wright
personally  guaranteed  $6,000,000  that we received from Stanford pursuant to a
convertible promissory note. In addition, Mr. Wright pledged to Stanford 845,733
shares  of  our  common  stock  held  by  Mr.  Wright.  Stanford is currently in
possession  of  the shares of our common stock that Mr. Wright pledged; however,
Mr. Wright retained the power to vote (or to direct the voting) and the power to
dispose  (or  direct the disposition) of those shares. Mr. Chiles had personally
guaranteed  $2,000,000  of  the $6,000,000 received from Stanford and pledged to
Stanford  850,000  shares  of  our  common  stock  held  by Mr. Chiles. Stanford
released  Mr.  Chiles  from the personal guarantee and released his common stock
from  the  pledge  when we closed the $6,000,000 credit facility. Mr. Wright and
Mr.  Chiles  have  each  also given a personal guarantee regarding a loan in the
principal  amount  of  $6,000,000 that was made to TDSR by Grand Bank & Trust of
Florida.  We  have  authorized  the  issuance  of warrants to Mr. Wright and Mr.
Chiles  to  purchase  587,860  shares  and  168,672 shares, respectively, of our
common  stock  at an exercise price of $1.02 per share. We are under a continued
obligation  to  issue  warrants  at  $1.02  to  Messrs.  Wright  and  Chiles for
guarantees that they may be required to give on our behalf going forward.

     We  may  provide  the  executive  officers  of  each of our subsidiaries an
aggregate bonus of up to 19% of the pre-tax profits, if any, of the subsidiaries
in  which  they serve as executive officers. Malcolm J. Wright will receive 19%
of  the  pre-tax  profits  of  Leisureshare  International  Ltd,  Leisureshare
International  Espanola  SA,  American  Leisure  Homes,  Inc.,  APMG,  TDSR, and
American  Leisure Hospitality Group, Inc. We do not have any agreements with our
officers  regarding  the  bonus  other  than  L.  William  Chiles. Mr. Chiles is
entitled  to  receive 19% of the profits of Hickory up to a maximum payment over
the  life  of his contract of $2,700,000. As Mr. Chiles' bonus is limited, it is
not  subject  to the buy-out by us (discussed below) as it will cease as soon as
the  $2,700,000 amount has been paid to him. The executive officers of our other
subsidiaries  would  share  a  bonus  of up to 19% of the pre-tax profits of the
subsidiary in which they serve as executive officers. We would retain the right,
but  not  have  the  obligation  to  buy-out all of the above agreements after a
period  of five years by issuing such number of shares of our common stock equal
to  the product of 19% of the average after-tax profits for the five-year period
multiplied  by  one-third  of the price to earnings ratio of our common stock at
the  time of the buyout divided by the greater of the market price of our common
stock  or  $5.00. We have not paid or accrued any bonus as of the filing of this
report.

     Since the reverse merger in July of 2002, we have relied almost exclusively
upon  Malcolm  J.  Wright  for  the  experience and energy required to cultivate
opportunities for us in vacation real estate development. We have accrued salary
and  other  compensation  to  Mr.  Wright  up  to this point. Therefore, we have
entered  into  agreements  with  entities  owned  or controlled by Mr. Wright to
secure advancement of our real estate development projects.

     Malcolm J. Wright is the President and 81% majority shareholder of American
Leisure  Real  Estate  Group,  Inc.  On  November  3,  2003,  we entered into an
exclusive  development  agreement  with  American  Leisure  Real Estate Group to
provide  development  services for the development of The Sonesta Orlando Resort
at Tierra del Sol. Pursuant to this development agreement, it is responsible for
all  development  logistics  and we are obligated to reimburse it for all of its
costs  and to pay it a development fee in the amount of 4% of the total costs of
the project paid by it. As of March 31, 2005, it had administered operations and
paid  bills  in  the  amount  of  $5,639,975  and  received  a  fee  of  4%  (or
approximately $225,599) under the development agreement.

                                       39


     Malcolm  J.  Wright and members of his family are the majority shareholders
of  Xpress  Ltd.,  a  company  that  has  experience marketing vacation homes in
Europe.  On  November  3, 2003, we entered into an exclusive sales and marketing
agreement  with Xpress to sell the units in The Sonesta Orlando Resort at Tierra
del  Sol  being  developed by us. This agreement provides for a sales fee in the
amount  of  3%  of the total sales prices received by us plus a marketing fee of
1.5%.  Pursuant  to  the  terms  of  the agreement, one-half of the sales fee is
payable  upon  entering into a sales contract (with deposits paid as required by
the  sales  contract)  for  a  unit in the resort and the other half is due upon
closing  the  sale.  During  the  period since the contract was entered into and
ended  March  31, 2005, the total sales made by Xpress amounted to approximately
$215,730,333. As a result of the sales, we are currently obligated to pay Xpress
a  sales  fee  of approximately $3,235,955 and a marketing fee of $3,235,955. We
will  be  obligated to pay Xpress the remaining sales fee upon closing the sales
of  the  units.  As  of  March 31, 2005, we have paid Xpress $3,505,748 of cash,
issued  Xpress  120,000 shares of Series A Preferred Stock valued at $1,200,000,
and transferred to Xpress a 1913 Benz automobile valued at $500,000.

     In  February 2004, Malcolm J. Wright, individually and on behalf of Xpress,
and  Roger  Maddock,  individually  and on behalf of Arvimex, Inc., entered into
contracts with us to purchase an aggregate of 32 town homes for $13,116,800. Mr.
Wright  and Mr. Maddock paid an aggregate deposit of $1,311,680 and were given a
10%  discount  that  we  otherwise  would  have  had to pay as a commission to a
third-party  real  estate  broker.  Roger  Maddock  is  directly (and indirectly
through Arvimex) the beneficial owner of more than 5% of our common stock.

     We  granted warrants to each of Malcolm J. Wright and L. William Chiles for
their  services  as  directors  to  purchase  100,000 shares (or an aggregate of
200,000  shares)  of  our  common stock at an exercise price of $1.02 per share.
Warrants  to purchase 50,000 shares vested immediately to each of them. Warrants
to  purchase  the remaining 50,000 shares will vest with respect to the purchase
of  50,000  shares  by each of them in equal amounts on the next two anniversary
dates  of  each  of their terms as a director, provided they are then serving in
said capacity.

     M  J  Wright  Productions, Inc., of which Mr. Wright is the President, owns
our Internet domain names.

     Mr. Wright and we are negotiating an employment agreement pursuant to which
Mr.  Wright  will  serve  as  our  President,  Chief Executive Officer and Chief
Financial Officer. We will provide the terms of the employment agreement when it
is  finalized.  In  June 2005, we entered into an indemnification agreement with
Mr. Wright.

     In  March  2005, we closed on the sale of 13.5 acres of commercial property
in  Davenport,  Polk County, Florida at the corner of U.S. Hwy. 27 and Sand Mine
Road.  The  property  was  sold  for $4,020,000. We paid-off secured debt on the
property  of  $1,300,000  plus accrued interest and other costs. We used the net
proceeds  for  working capital and to pay $1,648,317 of notes payable to related
parties attributable to the acquisition and retention of the property.

     Thomas  Cornish  is  a  director  nominee and has served as a member of our
advisory  board. He is the President of the Seitlin Insurance Company. Our board
of  directors  has  authorized  Seitlin  to  place  a competitive bid to provide
insurance  for  The  Sonesta  Orlando  Resort at Tierra del Sol. During 2004 and
2005,  Mr.  Cornish provided services on our advisory board in consideration for
$1,500  and  $3,000,  respectively.  David  Levine is a director nominee and has
served  as  a member of our advisory board. He provided services on our advisory
board during 2004 and 2005 in consideration for $3,000 and $1,500, respectively.
We  reimbursed Mr. Levine for travel expenses in the amount of $1,613 and $8,521
during  2004  and  2005,  respectively.  Charles  J.  Fernandez, a member of our
advisory  board  and a director nominee, provided services on our advisory board
during  2005  for  which  he  was paid $3,000. We authorized warrants to each of
Thomas Cornish, Charles J. Fernandez and David Levine to purchase 100,000 shares
(or  an aggregate of 300,000 shares) of our common stock at an exercise price of
$1.02  per  share  in consideration for their services as advisors. The warrants
vested immediately with respect to the purchase of 50,000 shares by each of them
and  will  vest  with  respect to the purchase of the remaining 50,000 shares by
each of them in equal amounts on their next two anniversary dates as advisors or
Directors, provided they are then serving in one of said capacities.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common  stock, $.001 par value per share, is traded on the OTCBB under
the  trading  symbol  "AMLH."

     The  following  table sets forth the high and low bid prices for our common
stock  for  the  periods indicated as reported on the OTCBB, except as otherwise
noted.  The  quotations  reflect  inter-dealer  prices,  without retail mark-up,
markdown or commission and may not represent actual transactions.

                                       40







2005             HIGH BID         LOW BID
              --------------  ---------------
                               
First Quarter        $3.30          $0.80

2004             HIGH BID         LOW BID
              --------------  ---------------

Fourth Quarter       $1.50          $1.25
Third Quarter        $2.02          $1.30
Second Quarter       $2.00          $0.45
First Quarter        $0.60          $0.25

2003             HIGH BID         LOW BID
              --------------  ---------------

Fourth Quarter       $0.75          $0.26
Third Quarter        $0.40          $0.10
Second Quarter       $0.27          $0.08
First Quarter        $0.20          $0.10

(1)  Our  common  stock  was  de-listed  from  the  OTCBB during the period from
     May 21, 2004 to January 26, 2005, as a result of one delinquent filing with
     the  Commission.  The  high and low bid prices for our common stock for the
     second, third and fourth quarter of 2004, as listed above, were reported by
     Pink  Sheets,  LLC. Our common stock was cleared for quotation on the OTCBB
     on January 26, 2005.


     As  of  the  date  of  this prospectus, we had 329 holders of record of our
common  stock.  The  number  of holders of the common stock includes nominees of
various  depository  trust  accounts  for an undeterminable number of individual
stockholders.

DIVIDEND POLICY

     We  have  never  declared  or paid dividends on our common stock. We do not
anticipate paying dividends on our common stock in the near future. We intend to
reinvest  in  our  business  operations  any  funds  that  could  be used to pay
dividends.  Our  common  stock is junior in priority to our preferred stock with
respect  to  dividends.

     Cumulative  dividends  on  our  issued  and  outstanding Series A preferred
stock, Series B preferred stock, Series C preferred stock and Series E preferred
stock  accrue  at  a  rate of $1.20, $12.00, $4.00, and $4.00, respectively, per
share  per  annum, payable in preference and priority to any payment of any cash
dividend on our common stock. We have authorized Series F preferred stock, which
accrues  dividends at a rate of $1.00 per share per annum, payable in preference
and  priority to any payment of any cash dividend on our common stock. Dividends
on  our  preferred  stock accrue from the date on which such shares of preferred
stock  are  issued and outstanding and thereafter from day to day whether or not
earned  or  declared  and  whether or not there exists profits, surplus or other
funds  legally  available  for the payment of dividends. We may authorize and/or
issue  additional  shares  of  preferred  stock  with  dividends rights that are
superior  to  our  common  stock.  We  have never paid any cash dividends on our
preferred  stock.  We will be required to pay accrued dividends on our preferred
stock before we can pay any dividends on our common stock.

                             EXECUTIVE COMPENSATION

     The  following table sets forth information regarding the compensation that
we  paid  to  our Chief Executive Officer and each of our four other most highly
compensated executive officers during the year ended December 31, 2004. We refer
to  these  officers  in  this  report  as  the  named  executive  officers.

                                       41




                                    SUMMARY COMPENSATION TABLE

                                                                               LONG TERM COMPENSATION (2)
                                              ANNUAL COMPENSATION(1)                    AWARDS
                                 ---------------------------------------------  ------------------------
                                                                                RESTRICTED   SECURITIES
                                                                   OTHER ANNUAL    STOCK     UNDERLYING
NAME AND PRINCIPAL                         SALARY         BONUS    COMPENSATION   AWARD(S)  OPTIONS/SARS
POSITION                          YEAR      ($)            ($)         ($)          ($)           (#)
------------------------------   ------ -----------   ------------  -----------  ----------  -----------
                                                                            
Malcolm J. Wright                 2004  $578,000 (3)       --           --           --       347,860 (5)
Chief Executive Officer,          2003  $313,000 (3)       --           --           --          -- 
President, Secretary, Chief       2002  $268,000 (3)       --           --           --          -- 
Financial Officer and Director

L. William Chiles                 2004  $ 270,902(4)       --           --           --       168,672 (5)
Chief Executive Officer of        2003  $168,579 (4)       --           --           --          -- 
Hickory Travel Systems

(1)  Does  not  include  perquisites  and  other  personal  benefits  in amounts
     less than 10% of the total annual salary and other compensation.

(2)  There  are  no  stock  option,  retirement,  pension,  or  profit  sharing
     plans  for the benefit of our officers and directors; however, see Footnote
     5 to this table, below.

(3)  Includes  $500,000,  $250,000  and  $250,000  of  accrued  salary  for  Mr.
     Wright's  services  as  an  executive  officer  for  2004,  2003  and 2002,
     respectively,  $60,000  and $45,000 of accrued interest on salaries payable
     in  2004 and 2003, respectively, at 12% per annum, compounded annually, and
     $18,000 of accrued director compensation per year for Mr. Wright's services
     as  a  director  for 2004, 2003 and 2002. We pay $940 per month and related
     expenses to provide Mr. Wright with business use of a motor vehicle.

(4)  Includes  $152,902  and  $150,579  of  salary  paid  to  Mr. Chiles for his
     services  as  an  executive  officer  of  Hickory  for  2004  and  2003,
     respectively,  $100,000  of accrued salary for 2004, and $18,000 of accrued
     director  compensation  per  year  for  L.  William  Chiles'  services as a
     director  for  2004,  2003  and  2002. Mr. Chiles is provided a new insured
     automobile  for  his  use  during  the term of his employment with Hickory,
     which vehicle shall have an approximate value of $80,000.

(5)  In March 2004, pursuant to a debt guarantor agreement, we authorized
     the issuance of warrants to Mr. Wright and Mr. Chiles to purchase 347,860
     shares and 168,672 shares, respectively, of our common stock at an exercise
     price of $2.96 per share, which were subsequently reduced to $1.02 per
     share of common stock.



EMPLOYMENT  AGREEMENTS

     Mr. Wright and we are negotiating an employment agreement pursuant to which
Mr.  Wright  will  serve  as  our  President,  Chief Executive Officer and Chief
Financial  Officer.

     On  May 18, 2004, we entered into a three-year employment agreement with L.
William  Chiles  to  serve  as Chairman of our board of directors and a separate
three-year  employment  agreement  for  him  to serve as the President and Chief
Executive  Officer  of  Hickory Travel Systems, Inc. The agreements provide that
Mr.  Chiles  will  receive  a  base  salary  of $100,000 for his services as our
Chairman  and  $150,000  for  his  services as the President and Chief executive
Officer  of  Hickory. Under each agreement, Mr. Chiles is eligible to receive an
annual  incentive-based  bonus  based on his achievement of goals and objectives
that he and our board of directors agree upon. Mr. Chiles is entitled to one and
one-half  weeks  of  vacation  at  two  times  his base salary rate per week per
$50,000  of his base salary for his services as Chairman and $75,000 of his base
salary for his services as President and Chief Executive Officer of Hickory. Mr.
Chiles  is  also entitled to share in the profits of Hickory in an amount not to
exceed  $2,700,000  over  the  life  of  his  employment agreement with Hickory.
Hickory  is  required to provide Mr. Chiles with key man life insurance equal to
eight  times his base salary; however, neither we nor Hickory have obtained such
policy  as  of  the date of this prospectus. Hickory is also required to provide
Mr.  Chiles  with one insured automobile having a value of $80,000 every year of
his  employment agreement. If Mr. Chiles is terminated without cause, under each
agreement,  he  will  receive  thirty-six  months'  base  salary  and  any
incentive-based  bonus that otherwise would have been payable to him through the
date  that we terminate his employment. We do not have an obligation to pay base
salary  or  incentive-based  bonus  to  Mr.  Chiles under either agreement if he
voluntarily  terminates  his  employment  or  he  is  terminated  for cause. For
purposes of these employment agreements, "cause" means the following activities:

-    Use  of  alcohol,  narcotics  or  other  controlled substances that prevent
     him from efficiently performing his duties;

-    Disclosure  of  confidential  information  or  competes  against  us  in
     violation of the employment agreements;

                                       42


-    Theft,  dishonesty,  fraud,  or  embezzlement  from  us  or  a violation of
     the duty of loyalty to us;

-    If  Mr.  Chiles  is  directed  by a regulatory or governmental authority to
     terminate  his  employment  with  us  or  engages  in activities that cause
     actions  to  be  taken by regulatory or government authorities, that have a
     material adverse effect on us;

-    Conviction  of  a  felony  (other  than  a  felony  resulting  in a traffic
     violation)  involving  any  crime of moral turpitude or any crime involving
     us;

-    Sexual harassment or sexually inappropriate behavior;

-    Materially disregards duties under the employment agreements;

-    Egregious misconduct or pattern of conduct;

-    Entering  into  enforceable  commitments  on  our behalf without conforming
     to our policies and procedures or in violation of any of our directives.

                                       43


                              FINANCIAL STATEMENTS

The  Financial Statements required by Item 310 of Regulation S-B are stated
in  U.S.  dollars  and  are  prepared in accordance with U.S. Generally Accepted
Accounting  Principles.





                     AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                            MARCH 31, 2005 AND DECEMBER 31, 2004



                                                                      MARCH 31, 2005    DECEMBER 31, 2004
                                                                     ----------------  -------------------
     ASSETS                                                               Unaudited          Audited
                                                                          (Restated)       (Restated)
                                                                                         
CURRENT ASSETS:
    Cash                                                             $     1,767,769   $        2,266,042 
    Accounts receivable                                                    1,079,308            3,539,387 
    Note receivable                                                           70,254              113,000 
    Prepaid expenses and other                                               267,843               51,460 
    Other Current Assets                                                           0               30,476 
                                                                     ----------------  -------------------
             Total Current Assets                                          3,185,174            6,000,365 
                                                                     ----------------  -------------------


PROPERTY AND EQUIPMENT, NET                                                5,623,959            6,088,500 
                                                                     ----------------  -------------------

LAND HELD FOR DEVELOPMENT                                                 23,531,130           23,448,214 
                                                                     ----------------  -------------------

OTHER ASSETS
     Prepaid Sales Commissions                                             6,553,688            5,966,504 
     Prepaid Sales Commissions - affiliated entity                         3,235,955            2,665,387 
     Investment-Senior Notes                                               5,170,000            5,170,000 
     Goodwill                                                             14,425,437           14,425,437 
     Trademark                                                             1,008,478            1,000,000 
     Other                                                                 3,874,494            2,637,574 
                                                                     ----------------  -------------------
             Total Other Assets                                           34,268,052           31,864,902 
                                                                     ----------------  -------------------

TOTAL ASSETS                                                         $    66,608,315   $       67,401,981 
                                                                     ================  ===================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable          $     9,302,704   $        9,605,235 
     Current maturities of notes payable-related parties                     262,312            1,910,629 
     Accounts payable and accrued expenses                                 2,007,621            5,618,973 
     Accrued expenses - officers                                           1,518,110            1,355,000 
     Customer deposits                                                        40,500            2,752,535 
     Other                                                                    96,616            2,332,886 
     Shareholder advances                                                    393,559              273,312 
                                                                     ----------------  -------------------
             Total Current Liabilities                                    13,621,422           23,848,570 

Long-term debt and notes payable                                          27,913,777           20,600,062 
Deposits on unit pre-sales                                                19,536,945           16,669,347 
                                                                     ----------------  -------------------
             Total liabilities                                            61,072,144           61,117,979 

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       1,000,000 Series "A" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                   10,000               10,000 
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,825 Series "B" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                       28                   28 
     Preferred stock, 28,000 shares authorized; $.01 par value
      27,189 Series "C" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                      272                  272 
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 and 0 Series "E" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                       24                   24 
     Preferred stock; 150,000 shares authorized; $.01 par value;
       0 and 1,936 Series "F" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                        -                   19 

     Common stock, $.001 par value; 100,000,000 shares authorized;
       9,977,974 shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                    9,978                9,978 

     Additional paid-in capital                                           18,716,063           18,558,802 

     Accumulated deficit                                                 (13,200,194)         (12,295,121)
                                                                     ----------------  -------------------
             Total Stockholders' Equity                                    5,536,171            6,284,002 
                                                                     ----------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    66,608,315   $       67,401,981 
                                                                     ================  ===================


                                       44





                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004



                                      THREE MONTHS ENDED   THREE MONTHS ENDED
                                        MARCH 31, 2005       MARCH 31, 2004
                                        --------------       -------------
                                           UNAUDITED           UNAUDITED
                                          (Restated)           (Restated)
                                                             
Revenue                                  $ 2,675,674        $ 1,186,665 

Operating Expenses:
    Depreciation and amortization           (431,382)          (220,072)
    General and administrative expenses   (2,405,156)        (1,974,466)
                                          -----------        -----------

Loss from Operations                        (160,864)        (1,007,873)

Interest Expense                            (393,319)

Minority Interest                                  -            256,624 
                                          -----------        -----------
Total Other Income (Expense)                (393,319)           256,624 
                                          -----------        -----------

Loss before Income Taxes                    (554,183)          (751,249)

PROVISIONS FOR INCOME TAXES                        -             (1,135)
                                          -----------        -----------

NET LOSS                                    (554,183)          (752,384)

Preferred Stock Dividend                    (350,890)          (275,969)
                                          -----------        -----------

NET LOSS AVAILABLE TO COMMON
      STOCKHOLDERS                       $  (905,073)       $(1,028,353)
                                          ===========        ===========

NET LOSS PER SHARE AVAILABLE
   TO COMMON STOCKHOLDERS:
      BASIC AND DILUTED                        (0.09)             (0.13)
                                          ===========        ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                    9,977,974          7,630,961 
                                          ===========        ===========


                                       45





                       AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                               THREE MONTHS ENDED  THREE MONTHS ENDED
                                                                 MARCH 31, 2005      MARCH 31, 2004
                                                                 --------------     ---------------
                                                                    UNAUDITED          UNAUDITED
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                    $  (554,183)     $  (752,384)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                             431,382          220,072 
             Interest Expense                                          393,319                - 
          Changes in assets and liabilities:
             Decrease in receivables                                 2,460,079        1,149,956 
             Increase in prepaid and other assets                   (1,388,560)         (85,733)
             Increase in prepaid commissions                        (1,157,752)               - 
             Increase in deposits on unit pre-sales                  2,867,598                - 
             (Decrease)/Increase in customer deposits               (2,712,035)         145,474 
             (Decrease)/Increase in accounts payable and
                accrued expenses                                    (4,231,662)          78,950 
                                                                   ------------     ------------

             Net cash provided by (used in) operating activities    (3,891,814)         756,335 
                                                                   ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Security deposits and other                                             -         (970,429)
     Acquisition of fixed assets                                             -         (107,369)
     Advances to AWT                                                         -         (808,487)
     Capitalization of real estate carrying costs                      (49,757)        (733,643)
                                                                   ------------     ------------

             Net cash used in investing activities                     (49,757)      (2,619,928)
                                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt                                              6,391,615                - 
     Payment of debt                                                (1,300,000)               - 
     Proceeds from notes payable                                             -        1,289,834 
     Proceeds from notes payable - related parties                           -           (8,531)
     Payments to related parties                                    (1,648,317)               - 
     Proceeds from shareholder advances                                      -          184,977 
                                                                   ------------     ------------

             Net cash provided by financing activities               3,443,298        1,466,280 
                                                                   ------------     ------------

             Net decrease in cash                                     (498,273)        (397,313)

CASH AT BEGINNING PERIOD                                             2,266,042          734,852 
                                                                   ------------     ------------

CASH AT END OF PERIOD                                              $ 1,767,769      $   337,539 
                                                                   ============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                        $   636,065      $   180,000 
                                                                   ============     ============

NON-CASH TRANSACTIONS:
     Stock issued for assets, net of liabilities of $7,111,668     $         -      $ 5,170,000 
                                                                   ============     ============


                                       46


NOTES  TO  INTERIM  CONDENSED  FINANCIAL  STATEMENTS
March  31,  2005

NOTE  A  -  PRESENTATION

The  condensed  balance  sheets of the Company as of March 31, 2005 and December
31,  2004,  the  related condensed consolidated statements of operations for the
three  months  ended  March  31,  2005  and 2004, and the condensed consolidated
statements  of  cash  flows  for the three months ended March 31, 2005 and 2004,
(the  condensed  financial  statements)  include  all adjustments (consisting of
normal,  recurring  adjustments)  necessary  to  summarize  fairly the Company's
financial  position and results of operations. The results of operations for the
three  months ended March 31, 2005 are not necessarily indicative of the results
of  operations  for  the  full year or any other interim period. The information
included  in  this  Form  10-QSB should be read in conjunction with Management's
Discussion  and  Analysis and Financial Statements and notes thereto included in
the  Company's December 31, 2004, Form 10-KSB & 10-KSB/A and the Company's Forms
8-K  &  8-K/A  filings.

NOTE  B  -  REVENUE  RECOGNITION

American  Leisure  recognizes revenues on the accrual method of accounting.  For
the sales of units on the Orlando property, revenues will be recognized upon the
close  of  escrow  for  the sales of its real estate.  Operating revenues earned
will  be  recognized  upon  the  completion  of  the  earning  process.

Revenues  from American Leisure's call center are recognized as generated and on
a  periodic  basis  from  the  joint venture entity, Caribbean Media Group, Ltd.

Revenues  from  Hickory  Travel Systems, Inc. are recognized as earned, which is
primarily  at  the  time  of  delivery  of  the  related service, publication or
promotional  material.  Costs associated with the current period are expensed as
incurred;  those  costs  associated  with  future  periods  are  deferred.

Revenues  from  American  Leisure Equities Corporation are recognized as the net
operating result of the Business managed by Around The World Travel, Inc. (third
party travel management company).  Revenues and expenses are borne by Around The
World  Travel  and  the net operating results recognized as Revenues by American
Leisure  Equities  Corporation.

One of American Leisure's principal sources of revenue is associated with access
to  the  travel  portal  that provides a database of discounted travel services.
Annual  renewals  occur at various times during the year.  Costs related to site
changes  are incurred in the months prior to annual billing renewals.  Customers
are  charged  additional  fees  for  hard copies of the site access information.
Occasionally  these items are printed and shipped at a later date, at which time
both  revenue  and  expenses  are  recognized.

                                       47


NOTE  C  -  PROPERTY  AND  EQUIPMENT,  NET

As  of  March  31,  2005,  property  and  equipment  consisted of the following:

                                       Useful
                                        Lives       Amount
                                     ----------   ----------
Equipment                               3-5       $7,600,083
Furniture & fixtures                    5-7        1,538,437
                                                  ----------
Subtotal                                           9,138,520
Less: accumulated depreciation 
      and amortization                             3,514,561
                                                  ----------
Property  and  equipment,  net                    $5,623,959
                                                  ==========

Depreciation  expense for the three-month period ended March 31, 2005 amounts to
$431,382.

NOTE  D  -  LONG-TERM  DEBT  AND  NOTES  PAYABLE

Two  notes which amount to $7,862,250 ($6 million with Grand Bank and $1,862,250
with  Raster  Investments)  matured  on  March 31, 2005.  These notes are not in
default  and  the  terms have been extended for an additional six months.  Total
accrued  interest  on  the  notes  amount  to  $256,512.

On  March  4,  2005  unimproved  property  in  Davenport,  Florida  was sold for
$4,020,000  which  provided  profits of $1,069,920 and debt relief of $1,300,000
(note  payable  to  Emmitt  Foster  Trustee).

NOTE  E  -  NOTES  PAYABLE  -  RELATED  PARTIES

The  current  portion  of  notes  payable  to  related  parties  is  as follows:

James  Hay  Trustee                       $  56,000
Malcolm  Wright                              82,050
Peter  Webb                                 124,262
                                        -----------
Notes  payable  -  related  parties       $ 262,312
                                        ===========

Included  in Long-term debt and notes payable are debts and notes payable to the
following  related  parties:

Xpress  Ltd.                             $1,041,685
American  Leisure  Equities  Corp        10,432,791
Hickory  Travel  Services                   768,004
                                        -----------
Related  party  debt  and  notes        $12,242,480
                                        ===========

The  long-term  portion  of  notes  payable  owed  to  Hickory Travel Systems of
$768,004  is owed to the former minority shareholders of Hickory Travel Systems,
Inc.,  a  subsidiary  of  the  Company.  $209,004  of  such amount is owed to L.
William  Chiles,  a  Director  of  the  Company.

                                       48


NOTE  F  -  ACQUISITIONS

On  December 31, 2004, American Leisure Equities Corporation (the "Purchaser") a
wholly-owned  subsidiary  of  American  Leisure,  entered into an Asset Purchase
Agreement  (hereinafter referred to as "APA") with Around The World Travel, Inc.
(the "Seller"), pursuant to which the Seller agreed to sell substantially all of
its assets to the Purchaser.  Under the terms of the APA, the Seller conveyed to
the  Purchaser  all  of  the assets necessary to operate the Business, including
substantially  all  of  the  Seller's tangible and intangible assets and certain
agreed  liabilities.

The  purchase  price for the assets transferred under the APA is an amount equal
to  the  fair value of the Business ($16 million, established by an unaffiliated
investment-banking  firm,  calculated  on  a  going  concern  basis),  plus $1.5
million,  for  a  total  purchase  price  of  $17.5  million.

The  APA  has  been amended and it can be further amended through June 30, 2005.
The  original APA indicated that the Purchaser will pay the purchase price on or
before  June  30, 2005 through a combination of a number of different currencies
including but limited to the application of short term debt owed to the Company,
the  assumption of specific liabilities, the payment to certain AWT creditors on
behalf  of AWT and potentially certain preferred stock of the Company.  Pursuant
to  the  terms  of  the  APA,  the Seller  and the Purchaser have entered into a
Management  Agreement,  under which the Seller manages the Business on behalf of
the  Purchaser.  The  Seller  and  the  Purchaser  also  entered  into a License
Agreement,  under which the Purchaser granted the Seller a non-exclusive license
to  use certain trade names and related intellectual property in connection with
the  performance  of  its  duties  under  the Management Agreement.  The License
Agreement  will  expire  simultaneously  with  the  Management  Agreement.  The
amendment  has changed the consideration for the purchase price to a combination
of  1)  issuance  to  Seller  of  a note payable in the amount of $8,483,330, 2)
reduction  of  certain  amounts owed by the Seller to Purchaser in the amount of
$4,774,619  and  3)  the  assumption of certain liabilities of the Seller in the
amount  of  $4,242,051.  The  preferred  stock  issuance in the original APA was
retracted.  During  the  first  quarter, certain of the assets, to wit: doubtful
receivables,  pre-paids  and  security  deposits  were  transferred to Seller as
reduction of the note payable.  The note was further reduced by a set-off of the
amount  of the Accounts Receivable deemed received and retained by AWT.  AWT had
sold the Accounts Receivable to the Company on 12/31/04.  In lieu of segregating
and  remitting  the  payments  received  on  the  Accounts  Receivables, AWT was
permitted  to apply said amounts as a credit to the Company's note payable.  The
final  balance  due under the note payable will be ascertained on or before June
30,  2005.

The  excess  purchase  price  over  the  fair  value  of net tangible assets was
$12,585,435,  all  of  which  was  allocated  to goodwill.  No impairment of the
goodwill  amount  occurred  during  the  quarter  covered  by  this  report.

                                       49


The  following  table  summarizes  the  estimated  fair  value of the net assets
acquired  and  liabilities  assumed  at  the  acquisition  dates.

                                                Total
                                           -------------
                Current assets             $   1,850,109
                Property and equipment           287,975
                Deposits                         276,481
                Trademark                      1,000,000
                Goodwill                      12,585,435
                                           -------------
                Total assets acquired      $  16,000,000
                                           =============
                Notes assumed                  4,242,051
                Debt forgiven                  4,774,619
                Note issued                    8,483,330
                                           -------------
                Consideration              $  17,500,000
                                           =============

NOTE  G  -  RELATED  PARTY  TRANSACTIONS

The Company accrues salaries payable to Malcolm Wright in the amount of $500,000
per  year  (and  $250,000 per year in 2002 and 2003) with interest at 10%. As of
March  31, 2005, the amount of salaries payable accrued to Mr. Wright amounts to
$1,390,110.

The Company accrues director fees to each of its four (4) directors in an amount
of  $18,000 per year for their services as directors of the Company. No payments
of director fees were paid during the current quarter and the balance of accrued
director  fees  as  of  the end of the quarter covered by this report amounts to
$132,000.

Malcolm  Wright  is  the  majority  shareholder  of American Leisure Real Estate
Group,  Inc.  (ALRG).  On  November  3,  2003  TDSR  entered  into  an exclusive
Development  Agreement  with  ALRG  to  provide  development  services  for  the
development  of the Tierra Del Sol Resort. Pursuant to the Development Agreement
ALRG  is  responsible  for  all  development  logistics and TDSR is obligated to
reimburse  ALRG for all of ALRG's costs and to pay ALRG a development fee in the
amount  of  4% of the total costs of the project paid by ALRG. During the period
from  inception  through  March  31,  2005 the total costs plus fees amounted to
$5,639,975.

A  trust for the natural heirs of Malcolm Wright is the majority shareholders of
Xpress  Ltd.  ("Xpress").  On  November  3, 2003, TDSR entered into an exclusive
sales  and  marketing agreement with Xpress to sell the units being developed by
TDSR. This agreement provides for a sales fee in the amount of 1.5% of the total
sales  prices  received  by TDSR plus a marketing fee of 1.5%. During the period
since  the  contract  was  entered into and ended March 31, 2005 the total sales
amounted  to  approximately  $215,730,000.  As  a  result  of the sales, TDSR is
obligated  to  pay  Xpress  a  total  fee  of  $6,471,910. As of March 31, 2005,
$4,630,225 has been paid to Xpress and $1,041,685 remains unpaid and is included
in  Long-term  debt  and  notes  payable  (see  Note E regarding Notes payable -
Related  parties).

NOTE H - RESTATEMENT

American  Leisure  has corrected its financial statements to include the accrual
of  dividends  on  its  preferred stock. American Leisure increased the carrying
value  of  the  preferred stock $3,273,370 and increased the accumulated deficit
$(3,273,370)  at March 31, 2005. The preferred stock dividend increased the loss
available  to common stockholders $(350,890) and $(275,969) for the three months
ended March 31, 2005 and 2004, respectively.

A summary of the restatement is as follows:





                                                             Increase                   As
                               As previously reported       (Decrease)               Restated
                              ------------------------  --------------------  ---------------------
                                                                 
At March 31, 2005
Balance sheet:
  Additional paid-in capital  $            15,442,693   $         3,273,370   $         18,716,063 
  Accumulated deficit         $            (9,926,824)  $        (3,273,370)  $        (13,200,194)

Three months ended
  March 31, 2005:
  Statements of Operations:
    Preferred stock dividend  $                     -   $          (350,890)  $           (350,890)
    Net loss available to
      common stockholders     $              (554,183)  $          (350,890)  $           (905,073)

Three months ended
  March 31, 2004:
  Statements of Operations:
    Preferred stock dividend  $                     -   $          (275,969)  $           (275,969)
    Net loss available to
      common stockholders     $              (752,384)  $          (275,969)  $         (1,028,353)



                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003






                                       50


                         INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  American Leisure Holdings, Inc. and Subsidiaries
  Orlando, Florida

We have audited the accompanying consolidated balance sheets of American Leisure
Holdings,  Inc.  and  Subsidiaries  as  of  December  31, 2004 and 2003, and the
related  consolidated  statements  of  operations, stockholders' equity and cash
flows for the years ended December 31, 2004 and 2003. These financial statements
are  the  responsibility of the Company's management. Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audit  in  accordance  with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we  plan and perform the audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
American  Leisure  Holdings,  Inc.  and Subsidiaries as of December 31, 2004 and
2003,  and  the results of its operations and its cash flows for the years ended
December  31,  2004 and 2003, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

As  discussed  in  Note  3  to the financial statements, the Company's recurring
losses  from  operations  and the need to raise additional financing in order to
satisfy  its  vendors  and  other  creditors and execute its Business Plan raise
substantial doubt about its ability to continue as a going concern. Management's
plans  as  to  these matters are also described in Note 3. The 2004 consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

As  discussed  in  Note 20, the consolidated financial statements as of December
31,  2004  and  2003  and for each of the years ended December 31, 2004 and 2003
have  been  restated.

Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
March 30, 2005, except note 20, which is as of June 27, 2005


                                       51




                         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEET
                                      AS OF DECEMBER 31, 2004

                                                                        Consolidated  Consolidated
                                                                          American      American
                                                                           Leisure       Leisure
                                                                       Holdings, Inc.  Holdings, Inc.
                                                                            2004           2003
                                                                        ------------   ------------
                                                                          (Restated)     (Restated)
                                                                                       
                           ASSETS
CURRENT ASSETS:
    Cash                                                                $ 2,266,042    $   734,852 
    Accounts receivable                                                   3,539,387      2,148,134 
    Note receivable                                                         113,000 
    Prepaid expenses and other                                               51,460         40,867 
    Other Current Assets                                                     30,476 
                                                                        ------------   ------------
             Total Current Assets                                         6,000,365      2,923,853 

PROPERTY AND EQUIPMENT, NET                                               6,088,500      3,192,878 

LAND HELD FOR DEVELOPMENT                                                23,448,214     15,323,627 

OTHER ASSETS
     Prepaid Sales Commissions                                            5,966,504              0 
     Prepaid Sales Commissions - affiliated entity                        2,665,387              0 
     Investment-Senior Notes                                              5,170,000              0 
     Investment-Non-marketable securities                                         0        654,386 
     Goodwill                                                            14,425,437      1,840,001 
     Trademark                                                            1,000,000              0 
     Other                                                                2,637,574      1,441,730 
                                                                        ------------   ------------
             Total Other Assets                                          31,864,902      3,936,117 
                                                                        ------------   ------------

TOTAL ASSETS                                                            $67,401,981    $25,376,475 
                                                                        ============   ============

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable             $ 9,605,235   $ 5,048,025 
     Current maturities of notes payable-related parties                  1,910,629     1,619,575 
     Accounts payable and accrued expenses                                5,618,973     1,787,699 
     Accrued expenses - officers                                          1,355,000       500,000 
     Customer deposits                                                    2,752,535             0 
     Other                                                                2,332,886             0 
     Shareholder advances                                                   273,312     1,030,883 
                                                                        ------------  ------------
             Total Current Liabilities                                   23,848,570     9,986,182 

Long-term debt and notes payable                                         18,605,253     7,919,398 
Deferred revenues                                                         1,994,809             0 
Notes payable-related parties                                                     0       797,185 
Mandatory redeemable preferred stock                                              0     2,718,900 
Deposits on unit pre-sales                                               16,669,347             0 
Minority interest                                                                 0       510,348 
                                                                        ------------  ------------
             Total liabilities                                           61,117,979    21,932,013 

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       1,00,000 Series "A" shares issued and outstanding at
       December 31, 2004 and December 31, 2003                               10,000         8,800 
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,825 Series "B" shares issued and outstanding at
       December 31, 2004 and December 31, 2003                                   28            25 
     Preferred stock, 28,000 shares authorized;
    $.01 par value; 27,189 Series "C" shares issued and outstanding at
       December 31, 2004 and 2003                                               272             - 
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 and 0 Series "E" shares issued and outstanding at
       December 31, 2004 and 2003                                                24             - 
     Preferred stock; 150,000 shares authorized; $.01 par value;
       1,936 and 0 Series "F" shares issued and outstanding at
       December 31, 2004 and 2003                                                19             - 

     Common stock, $.001 par value; 100,000,000 shares authorized;
       9,977,974 and 7,488,983 shares issued and outstanding at
       December 31, 2004 and December 31, 2003                                9,978         7,489 

     Additional paid-in capital                                          18,558,802     7,840,656 

     Accumulated deficit                                                (12,295,121)   (4,412,488)
                                                                        ------------  ------------
             Total Stockholders' Equity                                   6,284,002     3,444,462 
                                                                        ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $67,401,981   $25,376,475 
                                                                        ============  ============



                                       52





         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

             CONSOLIDATED PROFIT AND LOSS STATEMENT
             YEARS ENDED DECEMBER 31, 2004 AND 2003


                                            Consolidated   Consolidated
                                              American       American
                                               Leisure        Leisure
                                            Holdings, Inc.  Holdings, Inc.
                                                2004           2003
                                             ------------  ------------
                                              (Restated)    (Restated)
                                                          
Revenue                                      $ 6,419,320   $ 3,327,483 

Operating Expenses:
    Depreciation and amortization               (936,874)     (716,175)
    General and administrative expenses       (8,192,195)   (4,227,810)
    Goodwill Impairment Loss - Traveleaders   (1,500,000)            0 
                                             ------------  ------------

Loss from Operations                          (4,209,749)   (1,616,502)

Other Income (Expense):
  Interest Expense                              (736,798)            0 
  Unrealized Loss on Marketable 
    Securities(AWT)                           (2,185,278)            0 
                                             ------------  ------------
                                              (2,922,076)            0 
                                             ------------  ------------

Loss Before Minority Interest in Subsidiary   (7,131,825)   (1,616,502)

Minority Interest                               (510,348)      510,348 
                                             ------------  ------------

Loss before Income Taxes                      (6,621,477)   (2,126,850)

PROVISIONS FOR INCOME TAXES                      (12,824)            0 
                                             ------------  ------------

NET LOSS                                      (6,634,301)   (2,126,850)

Preferred Stock Dividend                      (1,248,331)   (1,083,025)
                                             ------------  ------------

NET LOSS AVAILABLE TO COMMON 
   STOCKHOLDERS                              $(7,882,632)  $(3,209,875)
                                             ============  ============

NET LOSS PER SHARE AVAILABLE
   TO COMMON STOCKHOLDERS:
      BASIC AND DILUTED                      $     (0.92)  $     (0.47)
                                             ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                        8,607,614     6,844,172 
                                             ============  ============


                                       53





                                                AMERICAN LEISURE HOLDINGS, INC.

                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                            YEARS ENDED DECEMBER 31, 2004 AND 2003 (Restated)


                                                Preferred Stock          Capital Stock        Additional    Retained      Total
                                                ---------------          -------------         Paid-in     Earnings/   Stockholders
                                              Shares       Amount       Shares     Amount      Capital     (Deficit)      Equity
                                           -----------  ------------  ---------  ----------  -----------  ------------  -----------
                                                                                                       
 Balance-December 31, 2002                     882,500  $      8,825  6,524,983  $    6,525  $ 6,329,975  $ (1,202,613)  $5,142,712
                                           

 Issuance of shares for equipment                    -             -    114,000         114      130,986             -     131,100

 Issuance of shares for 50.83 % of
  Hickory Travel Systems, Inc.                       -             -    850,000         850      296,650             -     297,500

Accrual of preferred stock dividend                  -             -          -           -    1,083,025   (1,083,025)           -

Net loss                                             -             -          -           -            -    (2,126,850) (2,126,850)
                                           -----------  ------------  ---------  ----------  -----------  ------------  -----------

 Balance-December 31, 2003                     882,500         8,825  7,488,983       7,489    7,840,636    (4,412,488)  3,444,462

Issuance of common stock    
  to acquire senior debt of Around the 
  World Travel, Inc.                                                    340,000         340      169,660                   170,000

Issuance of common stock for 
  debt issue costs                                                      600,000         600      329,400                   330,000

Issuance of common stock for 
  debt issue costs                                                    1,450,000       1,450    2,022,200                 2,023,650

Issuance of warrants in connection
  with debt                                                                                      244,348                   244,348

Reclassification of Series C
  preferred stock                               27,189           272                           2,718,628                 2,718,900

Issuance of Series E preferred stock in
  Exchange for preferred stock of 
  Around the World Travel, Inc.                 24,101            24                           2,410,076                 2,410,100

Issuance of common stock for services                                    98,991          99      120,456                   120,555

Issuance of Series B preferred stock
  for assets                                       325             3                              62,637                    62,640

Issuance of Series A preferred stock 
  for debt to an affiliated entity             120,000         1,200                           1,198,800                 1,200,000

Issuance of Series F preferred stock
  in connection with the acquisition
  of certain assets and assumption
  of certain liabilities of Around the
  World Travel, Inc.                             1,936            19                             193,629                   193,648

Accrual of preferred stock dividend                  -             -          -           -    1,248,331   (1,248,331)           -

Net loss                                                                                                   (6,634,301)  (6,634,301)
                                           -----------  ------------  ---------  ----------  -----------  ------------  -----------
                                             1,056,051  $     10,323  9,977,974  $    9,978  $18,558,802  $(12,295,121)  $6,284,002
                                           ===========  ============  =========  ==========  ===========  ============  ===========


                                       54





                               AMERICAN LEISURE HOLDINGS, INC.

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                            YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                      Year           Year
                                                                      Ended          Ended
                                                                   December 31,   December 31,
                                                                      2004           2003
                                                                  -------------  ------------
                                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                     $ (6,634,301)  $(2,126,850)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                             936,874       716,175 
             Impairment loss (AWT)                                   3,685,278             - 
             Bad Debt Expense                                           21,864 
             Interest Expense                                          437,394 
             Common stock issued for services                          150,555             - 
             Profit on Sale of AVR stock                              (145,614)
             Minority interests                                       (510,348)      510,348 
          Changes in assets and liabilities:
             Decrease in receivables                                  (382,125)     (926,124)
             Increase in prepaid and other assets                      362,516         8,060 
             Increase in prepaid commissions                        (8,355,410)            - 
             Increase in deposits                                   16,669,347 
             Increase in accounts payable and accrued expense        2,872,777      (521,054)
                                                                  -------------  ------------

             Net cash provided by (used in) operating activities     9,108,807    (2,339,445)
                                                                  -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Security deposits and other                                             -       (18,500)
     Acquisition of AWT Assets                                         767,291       196,444 
     Acquisition of fixed assets                                    (3,511,881)   (1,211,027)
     Advances to AWT                                                (4,789,463)            - 
     Sale of AVR stock                                                 800,000             - 
     Capitalization of real estate carrying costs                   (8,124,587)   (3,248,984)
                                                                  -------------  ------------

             Net cash used in investing activities                 (14,858,640)   (4,282,067)
                                                                  -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments of advances                                             (757,571)            - 
     Proceeds from debt                                              8,860,943             - 
     Payment of debt                                                  (316,218)            - 
     Proceeds from notes payable                                             -     6,116,670 
     Proceeds from notes payable - related parties                     312,377     1,028,344 
     Payments to related parties                                      (818,508)            - 
     Proceeds from shareholder advances                                      -       160,851 
                                                                  -------------  ------------

             Net cash provided by financing activities               7,281,023     7,305,865 
                                                                  -------------  ------------

             Net decrease in cash                                    1,531,190       684,353 

CASH AT BEGINNING PERIOD                                               734,852        50,499 
                                                                  -------------  ------------

CASH AT END OF PERIOD                                             $  2,266,042   $   734,852 
                                                                  =============  ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                       $  1,052,308   $   571,500 
                                                                  =============  ============
     Cash paid for income taxes                                   $          -   $         - 
                                                                  =============  ============

NON-CASH TRANSACTIONS:
     Issuance of Series B preferred stock for assets              $   4,209,749  $ 2,850,000 
                                                                  =============  ============
     Issuance of Series E preferred stock for investment
       in debt and equity securities                              $   2,410,100  $         - 
                                                                  =============  ============
     Stock issued in connection with acquisition                  $          -   $   297,500 
                                                                  =============  ============
     Exchange of 1913 Mercedes-Benz for debt to an
       affiliated entity                                          $    500,000   $         - 
                                                                  =============  ============
     Issuance of warrants to acquire common stock for
       debt issuance costs                                        $  2,597,998   $         - 
                                                                  =============  ============
     Issuance of Series A preferred stock for debt to an
       affiliated entity                                          $  1,200,000   $         - 
                                                                  =============  ============


                                       55


                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

     American  Leisure  Holdings,  Inc. ("American Leisure" or "the Company"), a
Nevada  corporation,  was  incorporated  in  May  2002.  On  June  14,  2002,
Freewillpc.com,  Inc., a Nevada corporation, acquired American Leisure Holdings,
Inc.,  a Nevada corporation ("American Leisure") in exchange for the issuance of
880,000 shares of Series A preferred stock and 4,893,974 shares of common stock,
and  changed  its  name  to American Leisure Holdings, Inc. This transaction was
treated  as  an  acquisition  of  Freewill  and  a  recapitalization of American
Leisure.

     On  October  1,  2003,  American  Leisure  acquired controlling interest in
Hickory  Travel Systems, Inc. ("HTS"). American Leisure has consolidated HTS and
is  included  in its Statement of Operations and the Statement of Cash Flows the
activities  of  HTS  for  the  calendar year 2004 and the period October 1, 2003
through  December  31,  2003.

     On  December  31,  2004,  American  Leisure  Equities  Corporation  (the
"Purchaser")  a  wholly-owned  subsidiary  of  American Leisure, entered into an
Asset  Purchase  Agreement  (hereinafter,  referred to as "APA") with Around The
World  Travel,  Inc. (the "Seller"), pursuant to which the Seller agreed to sell
substantially  all  of  its assets to the Purchaser. Under the terms of the APA,
the  Seller conveyed to the Purchaser all of the assets necessary to operate the
Business,  including  substantially  all of the Seller's tangible and intangible
assets  and  certain  agreed  liabilities.  The  assets  and  liabilities of the
Purchaser  have  been included in the consolidated balance sheet at December 31,
2004.  There  are  no  operating  results  and  net cash flow activity since the
purchase  occurred  on  December  31,  2004.

     The  purchase price for the assets transferred under the APA was 17,500,000
based  upon an independent appraisal. The parties agreed that the purchase price
will be an amount equal to the fair value of the Business (calculated on a going
concern basis), plus $1,500,000, but in no event more than $29,000,000. The fair
value  was  determined  to  be  $16,000,000  pursuant  to  a  valuation  from an
unaffiliated  investment-banking  firm.

     American Leisure through its subsidiaries is involved in the development of
vacation  real  estate  and  the supplying of products related to the travel and
leisure  business.

PRINCIPLES OF CONSOLIDATION

     In  determining  whether  American  Leisure  has  a  direct  or  indirect
controlling  financial interest in affiliates, consideration is given to various
factors,  including common stock ownership, possession of securities convertible
into  common  stock  and  the  related  conversion  terms,  voting  rights,
representation  on  the  board  of  directors, rights or obligations to purchase
additional  ownership  interests  as  well  as  the  existence  of  contracts or
agreements  that  provide  control  features.  Generally,  when American Leisure
determines  that its ownership, direct or indirect, exceeds fifty percent of the
outstanding voting shares of an affiliate, American Leisure will consolidate the
affiliate. Furthermore, when American Leisure determines that it has the ability
to  control the financial or operating policies through its voting rights, board
representation  or  other  similar rights, American Leisure will consolidate the
affiliate.

                                       56


     For  those  affiliates  that  American Leisure does not have the ability to
control  the  operating  and  financial  policies  thereof,  the investments are
accounted  for under the equity or cost method, as appropriate. American Leisure
applies  the  equity  method  of  accounting when it has the ability to exercise
significant  influence  over  operating and financial policies of an investee in
accordance  with  APB  Opinion  No.  18,  "The  Equity  Method of Accounting for
Investments  in  Common  Stock." In determining whether American Leisure has the
ability  to  exercise  significant  influence, consideration is given to various
factors  including  the  nature  and  significance  of  the  investment,  the
capitalization  structure  of  the  investee,  representation  on  the  board of
directors,  voting  rights,  veto  rights and other protective and participating
rights  held  by  investors  and  contractual  arrangements.

     Additionally,  American  Leisure  applies  accounting  principles generally
accepted  in  the  United  States of America and interpretations when evaluating
whether  it should consolidate entities. Typically, if American Leisure does not
retain  both  control  of the assets transferred to the entities, as well as the
risks  and  rewards  of those assets, American Leisure will not consolidate such
entities.  In  determining  whether  the  securitization  entity  should  be
consolidated,  American  Leisure  considers  whether  the entity is a qualifying
special  purpose  entity,  as  defined  by  Statement  of  Financial  Accounting
Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of Financial
Assets  and  Extinguishments  of Liabilities-a replacement of FASB Statement No.
125."

     The  consolidated  financial  statements  include  the accounts of American
Leisure  Holdings, Inc. and its subsidiaries owned and/or controlled by American
Leisure  as  follows:

                        Company                                 Percentage
                        -------                                 ----------

   American Leisure Corporation, Inc. (ALC) and Subsidiaries     100.00%
   Florida Golf Group, Inc.(FGG)                                 100.00%
   American Leisure Equities Corporation                         100.00%
   American Leisure Homes, Inc. (ALH)                            100.00%
   I-Drive Limos, Inc. (ID)                                      100.00%
   Orlando Holidays, Inc. (OH)                                   100.00%
   Welcome to Orlando, Inc. (WTO)                                100.00%
   American Leisure, Inc. (ALI)                                  100.00%
   Pool Homes Managers, Inc. (PHM)                               100.00%
   Advantage Professional Management Group, Inc. (APMG)          100.00%
   Leisureshare International Ltd (LIL)                          100.00%
   Leisureshare International Espanola S.A. (LIESA)              100.00%
   American Travel & Marketing Group, Inc. (ATMG)                 81.00%
   American Leisure Marketing and Technology, Inc.               100.00%
   Tierra Del Sol Resort, Inc.                                    81.00%
   Hickory  Travel  Systems,  Inc.                                50.83%
   American Travel Club, Inc.                                    100.00%
   American Access Telecommunications Corporation                100.00%
   American Switching Technologies, Inc.                         100.00%
   Affinity Travel Club, Inc.                                    100.00%
   AAH Kissimmee LLC                                             100.00%
   Club Turistico Latinoamericano, Inc.                          100.00%
   Affinity Travel, Inc.                                         100.00%
   Pool Homes, Inc.                                              100.00%
   American Sterling Corp.                                        81.00%
   American Sterling Motorcoaches, Inc.                           81.00%
   Caribbean Leisure Marketing, Ltd.                              81.00%
   Comtech Fibernet, Inc.                                         81.00%
   Caribbean Media Group, Ltd                                     39.69%


                                       57


     No amounts for minority interests, except for Hickory Travel Systems, Inc.,
were  reflected  in  the  consolidated  statement of operations since there were
losses  applicable  to  those  subsidiaries.

     All  significant  inter-company  accounts  and  transactions  have  been
eliminated  in  the  consolidation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This  summary  of  significant  accounting  policies  of  American  Leisure
Holdings,  Inc.  (American  Leisure)  is  presented  to  assist in understanding
American  Leisure's financial statements. The financial statements and notes are
representations of American Leisure's management, which is responsible for their
integrity  and  objectivity.  These  accounting  policies  conform  to generally
accepted  accounting  principles  and  have  been  consistently  applied  in the
preparation  of  the  financial  statements.

USE OF ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  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 financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

CONCENTRATION OF RISK

     American  Leisure  places  its  cash  and  temporary  cash investments with
established  financial  institutions.  At  various  times  during  the year, the
Company  maintained cash balances in excess of FDIC insurable limits. Management
feels  this risk is mitigated due to the longstanding reputation of these banks.

                                       58


     In  the  normal course of business, the Company extends unsecured credit to
the  majority  of its customers. Management periodically reviews its outstanding
accounts  receivable and establishes an allowance for doubtful accounts based on
historical  collection  trends  and  other  criteria.

LONG-LIVED ASSETS

     Long-lived  assets are stated at cost. Maintenance and repairs are expensed
as  incurred. Depreciation is determined using the straight-line method over the
estimated  useful  lives  of  the assets, which is between three to seven years.

     Where  an  impairment  of a property's value is determined to be other than
temporary,  an  allowance  for  the  estimated  potential loss is established to
record  the  property  at  its  net  realizable  value.

     When  items of land, building or equipment are sold or retired, the related
cost  and accumulated depreciation are removed from the accounts and any gain or
loss  is  included  in  the results of operations. The Company does not have any
long-lived tangible assets that are considered to be impaired as of December 31,
2004.

INTANGIBLES WITH FINITE LIVES

     In June 2001, the Financial Accounting Standards Board issued "Statement of
Financial  Accounting  Standards, ("FAS") No. 142 "Goodwill and Other Intangible
Assets",  effective  for fiscal years beginning after December 15, 2001. FAS No.
142  addressed  the  recognition  and  measurement of intangible assets acquired
individually or with a group of other assets and the recognition and measurement
of  goodwill  and other intangible assets subsequent to their acquisition. Under
these  rules, goodwill and intangible assets with indefinite lives are no longer
amortized,  but are subject to annual or more frequent impairment testing. Other
intangible  assets  deemed  to  have a finite life continue to be amortized over
their useful lives. The Company adopted the new rules on accounting for goodwill
and  other  intangible  assets  as  of  January  1,  2002.

The  Company  amortizes  the following intangible assets with finite lives using
straight-line  method.

     Trademarks               20 Years
     Customer List             5 Years

     These  intangible  assets  with  finite  lives  are  reviewed for potential
impairment whenever events or circumstances indicate that their carrying amounts
may  not  be  recoverable.  During 2004 management determined that no impairment
adjustment  related  to  these  intangibles  was  necessary.

INCOME TAXES

     American  Leisure  accounts  for income taxes using the asset and liability
method.  The differences between the financial statement and tax basis of assets
and  liabilities  are  determined  annually.  Deferred  income  tax  assets  and
liabilities are computed for those differences that have future tax consequences
using the currently enacted tax laws and rates that apply to the period in which
they  are  expected  to  affect  taxable  income.  Valuation  allowances  are
established,  if necessary, to reduce deferred tax asset accounts to the amounts
that  will  more  likely than not be realized. Income tax expense is the current
tax  payable  or  refundable for the period, plus or minus the net change in the
deferred  tax  asset  and  liability  accounts.

                                       59


GOODWILL

     American  Leisure  adopted  the  provisions  of SFAS No. 142, "Goodwill and
Other  Intangible  Assets". This statement requires that goodwill and intangible
assets  deemed  to  have indefinite lives not be amortized, but rather be tested
for  impairment  on an annual basis. Finite-lived intangible assets are required
to be amortized over their useful lives and are subject to impairment evaluation
under  the  provisions  of  SFAS No. 144. The intangible assets relate to 1) the
acquisition  goodwill for the controlling interest of HTS, and 2) the net assets
purchased  from  Around  The  World  Travel, Inc. pursuant to the Asset Purchase
Agreement  between  Around  The World Travel, Inc. and American Leisure Equities
Corporation.

CASH

     American  Leisure  considers  (if and when they have any) all highly liquid
investments  with  maturities  of  three  months or less to be cash equivalents.

SHARES FOR SERVICES AND OTHER ASSETS

     American  Leisure  accounts for non-cash stock-based compensation issued to
employees  in  accordance  with  the  provisions  of Accounting Principles Board
("APB")  Opinion  No. 25, Accounting for Stock Issued to Employees, and complies
with  the  disclosure  provisions  of  SFAS  No. 123, Accounting for Stock-Based
Compensation,  issued  by  the Financial Accounting Standards Board and EITF No.
96-18,  Accounting  for  Equity  (deficit)  Investments  That  Are  Issued  to
Non-Employees  for Acquiring, or in Conjunction with Selling, Goods or Services.
Under  APB No. 25, compensation cost is recognized over the vesting period based
on  the  difference,  if  any,  on  the  date of grant between the fair value of
American  Leisure's  stock  and  the  amount an employee must pay to acquire the
stock.  Common  stock  issued to non-employees and consultants is based upon the
value  of  the  services received or the quoted market price, whichever value is
more  readily  determinable.  Accordingly,  no  compensation  expense  has  been
recognized  for  grants  of  options to employees with the exercise prices at or
above  market  price  of  the  Company's  common stock on the measurement dates.

     Had  compensation expense been determined based on the estimated fair value
at  the measurement dates of awards under those plans consistent with the method
prescribed  by  SFAS No. 123, the Company's December 31, 2004 and 2003, net loss
would  have  been  changed  to  the  pro  forma  amounts  indicated  below.




                                                    December 31,  December 31,
                                                        2004          2003
                                                    ------------  ------------
                                                                
Net loss:
  As reported                                        (6,634,301)  $(2,126,850)
  Stock based compensation under fair value method     (671,560)            - 
  Pro forma                                         $(7,305,861)  $(2,126,850)

Net income (loss) per share - basic and diluted:
  As reported                                       $     (0.77)  $     (0.31)
  Stock based compensation under fair value method        (0.08)        (0.00)
  Pro forma                                         $     (0.85)  $     (0.31)
                                                    ------------  ------------


                                       60


     The  fair  value  of  each  option grant was estimated on the date of grant
using  the  Black-Scholes  option  pricing model with the following assumptions:
risk  free  rate  of  3.5%; volatility of 161% for 2004 and 2003 with no assumed
dividend  yield;  and  expected  lives  of  five  years.

REVENUE RECOGNITION

     American  Leisure  recognizes revenues on the accrual method of accounting.
For the sales of units on the Orlando property, revenues will be recognized upon
the  close of escrow for the sales of its real estate. Operating revenues earned
will  be  recognized  upon  the  completion  of  the  earning  process.

     Revenues  from  American  Leisure's  call  center  are  recognized upon the
completion  of  the  earning  process  from  the completion of the travel of the
customer,  the  trip  to  the  properties  for  the  potential  purchase, or the
appropriate  event  based  on the agreement with American Leisure's client as to
the  ability  to  be  paid  for  the  service.

     Revenues  from Hickory Travel Systems, Inc. are recognized as earned, which
is  primarily  at  the  time  of delivery of the related service, publication or
promotional  material.  Costs associated with the current period are expensed as
incurred;  those  costs  associated  with  future  periods  are  deferred.

     One  of  American Leisure's principal sources of revenue is associated with
access  to  the  travel  portal  that  provides  a database of discounted travel
services.  Annual renewals occur at various times during the year. Costs related
to  site  changes  are  incurred in the months prior to annual billing renewals.
Customers  are  charged  additional  fees  for  hard  copies  of the site access
information.  Occasionally  these items are printed and shipped at a later date,
at  which  time  both  revenue  and  expenses  are  recognized.

LOSS PER SHARE

     American  Leisure is required to provide basic and dilutive earnings (loss)
per  common  share  information.

     The  basic  net  loss per common share is computed by dividing the net loss
applicable  to  common  stockholders  by  the  weighted average number of common
shares  outstanding.

     Diluted  net  loss  per  common  share is computed by dividing the net loss
applicable  to  common  stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities.

     For  the  period ended December 31, 2004, potential dilutive securities had
an  anti-dilutive effect and were not included in the calculation of diluted net
loss  per  common  share.

RECENT ACCOUNTING PRONOUNCEMENTS

     In  May  2003,  the  Financial  Accounting  Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standard  No.  150 "Accounting for Certain
Financial  Instruments with Characteristics of both Liabilities and Equity" (the
"Statement").  The  Statement establishes standards for how an issuer classifies
and  measures  certain  financial  instruments  with  characteristics  of  both
liabilities  and  equity.  The  Statement  is  generally effective for financial
instruments  entered  into  or  modified  after  May  31, 2003, and otherwise is
effective  at the beginning of the first interim period beginning after June 15,
2003. The adoption of this Statement had no effect on our consolidated financial
statements.

                                       61


     In  January  2003,  the  FASB  issued  Interpretation  No.  46  ("FIN  46")
Consolidation  of  Variable Interest Entities, which addresses the consolidation
of  variable  interest  entities  ("VIEs")  by business enterprises that are the
primary  beneficiaries.  A VIE is an entity that does not have sufficient equity
investment  at  risk  to  permit it to finance its activities without additional
subordinated  financial  support,  or  whose  equity  investors  lack  the
characteristics  of a controlling financial interest. The primary beneficiary of
a VIE is the enterprise that has the majority of the risks or rewards associated
with  the  VIE.  In  December  2003,  the  FASB  issued  a  revision  to FIN 46,
Interpretation No. 46R ("FIN 46R"), to clarify some of the provisions of FIN 46,
and  to  defer certain entities from adopting until the end of the first interim
or  annual  reporting period ending after March 15, 2004. Application of FIN 46R
is  required  in  financial statements of public entities that have interests in
structures that are commonly referred to as special-purpose entities for periods
ending  after  December  15,  2003.  Application  for all other types of VIEs is
required  in  financial  statements  for periods ending after March 15, 2004. We
believe  we  have no arrangements that would require the application of FIN 46R.
We  have  no  material  off-balance  sheet  arrangements.

     American Leisure adopted FASB Interpretation No. 46 and 46R, "Consolidation
of  Variable Interest Entities," effective December 31, 2002. Interpretation 46,
as revised in December 2003, changes the accounting model for consolidation from
one  based  on  control through voting interests to one based on control through
economic  interests. Whether to consolidate an entity now considers whether that
entity  has sufficient equity at risk to enable it to operate without additional
subordinated  financial  support,  whether the equity owners in that entity lack
the  obligation  to  absorb  expected  losses  or  the right to receive residual
returns  of  the  entity,  or  whether  voting  rights  in  the  entity  are not
proportional  to  the  equity  interest  and  substantially  all of the entity's
activities  are  conducted  for  an  investor  with  few  voting  rights.  This
interpretation  requires  a  Company  to  consolidate variable interest entities
("VIE"s")  if  the  enterprise  is  a primary beneficiary of the VIE and the VIE
possesses  specific  characteristics. It also requires additional disclosure for
parties  involved  with  VIE's.  The  adoption  of this statement did not have a
material  impact on the American Leisure's consolidated results of operations or
financial  position  because  American Leisure does not invest or participate in
any  entities,  which  would  be  considered  VIE's  under  Interpretation  46.

     The  FASB  issued  Statement of Financial Accounting Standards ("SFAS") No.
123  (Revised  2004),  Share-Based Payments. The new FASB rule requires that the
compensation  cost relating to share-based payment transactions be recognized in
financial  statements. That cost will be measured based on the fair value of the
equity  or  liability instruments issued. The adoption of this statement did not
have  a  material  impact  on  the  American  Leisure's  consolidated results of
operations  or  financial  position  because  American  Leisure has not incurred
share-based  payments.

RECLASSIFICATIONS

     Certain  amounts  in  the  December 31, 2003 financial statements have been
reclassified  to  conform  to  the  December  31,  2004  financial  statement
presentation.

NOTE   3 - FINANCIAL CONDITION AND GOING CONCERN

     American  Leisure's  financial  statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction  of  liabilities in the normal course of business. American Leisure
incurred  a  net loss of $6,634,301 during 2004 and has negative working capital
of  $18,848,205.  These factors raise substantial doubt as to American Leisure's
ability  to  obtain  debt  and/or  equity  financing  and  achieve  profitable
operations.

                                       62


     American  Leisure's  management intends to raise additional operating funds
through  equity  and/or  debt  offerings.  However,  there  can  be no assurance
management  will  be  successful  in its endeavors. Ultimately, American Leisure
will  need  to  achieve  profitable  operations  in order to continue as a going
concern.

     The Company expects that with the proceeds from the sale of its' Davenport,
Florida land, the cash received from the pre-sales of its' Orlando Resort units,
and  positive cash flows from its' travel and leisure business through the first
five  months  of  2005, it will have adequate capital to maintain its operations
until the construction and permanent financing is obtained on the Orlando Resort
property.

     The  Company  may  need  additional  financing  to support these operations
beyond  the  above expected and received cash flows and is currently preparing a
Board  approved  SB-2 filing to be submitted to the SEC for approval by June 30,
2005.

     There  are  no  assurances that American Leisure will be able to either (1)
achieve  a  level  of  revenues  adequate  to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private placement,
public  offerings  and/or bank financing necessary to support American Leisure's
working capital requirements. To the extent that funds generated from operations
and  any  private  placements,  public  offerings  and/or  bank  financing  are
insufficient, American Leisure will have to raise additional working capital. No
assurance  can  be  given  that  additional  financing  will be available, or if
available,  will be on terms acceptable to American Leisure. If adequate working
capital  is  not  available,  American  Leisure  may  be required to curtail its
operations.

NOTE  4  -  ACQUISITIONS

     On  December  31,  2004,  American  Leisure  Equities  Corporation  (the
"Purchaser")  a  wholly-owned  subsidiary  of  American Leisure, entered into an
Asset  Purchase  Agreement  (hereinafter  referred  to as "APA") with Around The
World  Travel,  Inc. (the "Seller"), pursuant to which the Seller agreed to sell
substantially  all  of  its assets to the Purchaser. Under the terms of the APA,
the  Seller conveyed to the Purchaser all of the assets necessary to operate the
Business,  including  substantially  all of the Seller's tangible and intangible
assets  and  certain  agreed  liabilities.

     The  purchase price for the assets transferred under the APA is $17,500,000
or  the  fair  value  plus  $1,500,000.  The  fair  value  was  determined by an
independent  investment-banking  firm.

     The  Purchaser  has paid the Seller through a combination of the assumption
of  certain liabilities of the Seller, and the reduction of certain amounts owed
by  the  Seller to AMLH; and the issuance of Series F preferred shares. Pursuant
to  the  terms  of  the  APA,  the  Seller and the Purchaser have entered into a
Management  Agreement, under which the Seller will manage the Business on behalf
of  the Purchaser. The Seller and the Purchaser have also entered into a License
Agreement,  under  which  the  Purchaser  will  grant the Seller a non-exclusive
license  to  use  certain  trade  names  and  related  intellectual  property in
connection  with  the  performance of its duties under the Management Agreement.
The  License Agreement will expire simultaneously with the Management Agreement.

                                       63


The  following  table  summarizes  the  estimated  fair  value of the net assets
acquired  and  liabilities  assumed  at  the  acquisition  dates.



                                         Total
                                         =====
                                       
Current assets                       $ 1,850,109
  Property and equipment                 287,975
  Deposits                               276,481
  Trademark                            1,000,000
  Goodwill                            12,585,435
                                     -----------
    Total assets acquired             16,000,000
                                     

Notes Assumed                         11,040,320
Accounts Payable & Accrued Expenses    6,266,032
                                     -----------
  Total liabilities assumed           17,306,352
                                     
Series F Preferred Stock issued          193,648
                                     -----------
  Consideration                      $17,500,000



The  following  summarized  the  estimated  Statement  of  Operations  as if the
acquisition had occurred as of January 1, 2004.

Proforma Combined Condensed Statement of Operations
For the Period of January 1, 2004 through December 31, 2004

Revenues                                   $26,629,000
Depreciation & Amortization Expense        $ 1,411,000
General & Administrative Expenses          $31,788,000
                                           -----------
Net Loss from Operations                   $ 6,570,000


NOTE 5 - PROPERTY AND EQUIPMENT, NET

At December 31, 2004, property and equipment consisted of the following:




                                                      Useful
                                                       Lives    Amount
                                                            
Computer equipment                                      3-5  $  576,783
                                                             ----------
Furniture & fixtures                                    5-7      60,374
Automobiles                                               5      63,230
Telecommunications equipment                              7   6,782,110
                                                             ----------
                                                              7,482,497
Less: accumulated depreciation and amortization               1,393,997
                                                             ----------
                                                             $6,088,500
                                                             ==========


Depreciation expense was $936,874 and $716,175 for 2004 and 2003, respectively.

NOTE 6 - LAND HELD FOR FUTURE DEVELOPMENT

     American  Leisure  is  planning  to construct a 972-unit resort in Orlando,
Florida on 122 of its 163 acres of undeveloped land. Development is scheduled to
commence  in  the  summer  of  2005.  Presales  commenced  in  February  2004.

     American  Leisure  owned  13.67 acres of commercial property in Polk County
Florida at the corner of U.S. Hwy. 27 and Sand Mine Road. In late 2003, American
Leisure  received  a letter of intent for the sale of the property and closed on
the  sale  March  8,  2005.  American  Leisure  recorded an impairment charge of
$100,000  to  record  the property at its anticipated selling price for the year
ended  December  31, 2002. No impairment was recorded at December 31, 2003 based
on  an independent appraisal. The Company sold the property for a sales price of
$4,020,000,  plus  the  reimbursement  of  expenses  in  the amount of $157,219.

                                       64


NOTE 7 - OTHER ASSETS

Other assets include the following at December 31, 2004 and 2003:



                                 2004          2003
                                          
Advances - Caribbean Leisure  $         -  $  791,108
                              -----------  ----------
Deposits and other                505,811      98,953
1913 Mercedes-Benz                      -     500,000
Deferred financing costs        2,131,763      51,669
                              -----------  ----------
                              $ 2,637,574  $1,441,730
                              ===========  ==========


NOTE 8 - INVESTMENT - 41.25% OF AMERICAN VACATION RESORTS, INC.

     In  November  2003  the  Company  and  Mr.  &  Mrs.  Wright entered into an
agreement  with  a Mr. Frederick Pauzar to sell their ownership interests in the
stock  of  American  Vacation Resorts Inc. ("AVR") for $1,500,000. In April 2004
the  sale  was  completed  by the transfer of the ownership from Mr. Pauzar of a
company  AAH  Kissimmee  LLC. which owned 17 Condo's in Kissimmee, Florida. Upon
the  completion of the sale to Mr. Pauzar, the Company held 4 units in trust for
account  of  Mrs.  Wright,  4 units in trust for the account of Mr. Wright and 9
units  in trust for the account of Arvimex in return for a reduction of $800,000
of  debt  due to Arvimex. The company made a profit of $145,614 upon the sale of
its  share  of  the  stock  in  AVR  to  Mr. Pauzar. The Company will receive no
additional  benefit  from  the  sale  or  management  of  these  units.

NOTE 9 - 1913 MERCEDES BENZ

     I-Drive  Limos is a wholly owned subsidiary of ALI as of December 31, 2003.
I-Drive  Limos  sole  asset,  acquired  in  December  1998, was an antique motor
vehicle,  a  1913  Mercedes  Benz. The asset was a one of a kind vehicle and was
shown  at  its cost of $500,000. The vehicle was originally purchased at auction
in  May of 1990 for $434,732 and subsequently restored increasing its total cost
to  $500,000.  Antique Mercedes-Benz vehicles sold in the last seven years range
widely  in  price, from $1,700,000 to $22,500 for a 1928 Brevette and for a 1938
Sedan,  respectively.  Most of the antique Mercedes-Benz sold are dated from the
1930s are sold for approximately $200,000. The car was insured for $500,000. Per
FASB  93, paragraph 6 ("Consistent with the accepted practice for land used as a
building site, depreciation need not be recognized on individual works or art of
historical  treasures  whose economic benefit or service potential is used up so
slowly  that  their  estimated  useful  lives  are  extraordinarily  long")  no
depreciation  expense  is  assessed.

     This asset was exchanged for a payable to Xpress, Ltd, a related party, for
$500,000  owed  to  it under a sales and marketing contract for the sales of its
Orlando  property  units.

NOTE 10 - LONG-TERM DEBT AND NOTE PAYABLE

Below  is  a summary of Long-term debt and notes payable as of December 31, 2004
and  2003:



                                                                 Maturity   Interest
                                              Collateral            Date      rate       2004         2003
                                         ---------------------  ------------  -----  ------------  -----------
                                                                                        
                                         Assets of the
                                         Company and
Note Payable,                            Personal
Bank                                     Guarantees                    8/04   8.75%  $     1,454   $   101,253

Note Payable,
  Lending                                Personal
  Institution                            Guarantees                 3/31/04      8%      250,000       250,000

Note Payable,
  Lending
  Institution                            Company Assets               11/04     12%        9,528        44,415

                                         Assets of the
Note Payable,                            Company and
  Lending                                Personal
  Institution                            Guarantees                   11/04      4%      375,900       375,900

Equipment,
  Third Party
  Entities                               Equipment                  3/31/05     18%       28,097        57,148

                                         1st lien on 163 
Financial                                acres of
  Institution                            undeveloped land            4/1/05     12%    6,000,000     6,000,000

                                         1st lien on 13.5 
                                         acres commercial
Individual                               property                  10/11/04     16%    1,300,000     1,300,000

                                         Lien on property,
Financial                                assets and stock of
  Institution                            the company             12/18/2008      6%    6,140,964     2,976,457

Note payable,
  Third Party                            Lien on assets             2/23/09      5%    5,000,000             -

                                         Secured by
                                         common stock of
Note payable,                            Around the World
  Third Party                            Travel, Inc.              4/1/2011      4%    1,698,340             -

                                         Lien on property,
Financial                                assets and stock of
  Institution                            the company                4/22/07      8%    4,000,000             -

                                         Lien on property,
Financial                                assets and stock of
  Institution                            the company                9/1/2005     8%    1,250,000             -

                                         Lien on property,
Financial                                assets and stock of
  Institution                            the company                4/22/07      6%      255,000             -

Auto Loan                                Vehicle                    3/10/09   9.39%       38,955             -

                                         3rd lien on 163 
                                         acres of
Individual                               undeveloped land           3/31/05     12%    1,862,250     1,862,250
                                                                                     ------------  -----------
                                                                                      28,210,488    12,967,423
Less: current portion of long-term debt                                               (9,605,235)   (5,048,025)   
                                                                                     ------------  -----------
Long-term debt                                                                       $18,605,253   $ 7,919,398   
                                                                                     ============  ===========



Principal repayments for the next years are as follows:

                   Amount
             -----------------
2005          $      9,605,235
2006                         -
2007                 5,505,000
2008                 6,000,000
2009                 5,000,000
Thereafter           2,100,253
             -----------------
              $     28,210,488
             =================

                                       65


NOTE 11 - NOTES PAYABLE - RELATED PARTIES




                                 Maturity Interest
                  Collateral      Date      rate      2004         2003
               ----------------  ------    -----  ----------  ------------
                                                   
Related Party  Unsecured         Demand    12%  $  140,042  $   193,815 

Related Party  Unsecured         Demand    12%     659,000      484,000 

Related Party  Unsecured         Demand    12%     180,000      180,000 

Related Party  Unsecured         Demand    12%      20,000       20,000 

Related Party  Unsecured         Demand    12%     531,232      741,760 

Affiliated     2nd lien on 
entity         13.5 acres        5/1/07  4.75%           -            - 

               3rd lien on
               163 acres of
Shareholder    undeveloped land  5/1/05    12%           -            - 

               3rd lien on
               163 acres of
Shareholder    undeveloped land  5/1/05    12%     380,353      797,185 
                                                ----------  ------------

                                                 1,910,629    2,416,760 
                                                         -   (1,619,575)
                                                ----------  ------------
                                                $1,910,629  $   797,185 
                                                ==========  ============



Principal repayments for next years are as follows:

                 Amount
2005          $1,910,629
              ==========

NOTE 12 - SHAREHOLDER ADVANCES

     American  Leisure  has  shareholder  advances  totaling  $273,312 that bear
interest  at  12%.  The  advances  are  unsecured  and  are  due  upon  demand.

NOTE 13 - STOCKHOLDERS EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK

Common Stock and Mandatory Redeemable Preferred Stock

     In  March, 2003, American Leisure issued 27,189 Mandatory Redeemable Series
C  preferred  stock  and  114,000  shares of common stock for telecommunications
equipment  valued  at  $2,850,000.

                                       66


     In  October  2003,  American  Liesure  issued  850,000 shares of restricted
Common  Stock  in  connection  with  the acquisition of 50.83% of Hickory travel
Systems,  Inc.

     In  March  2004,  we  issued  340,000  shares of restricted Common Stock in
connection  with  the  acquisition  of  the  Senior  Debt  of  Traveleaders.

     In  June  2004,  600,000 warrants were exercised by holders at par value of
$.001  per  share.

     In  August  2004, 1,350,000 warrants were exercised by holders at par value
of  $.001  per  share.

     In  April  2004,  24,101 shares of the Company's Series "E" Preferred Stock
were  issued  for  the  acquisition of the controlling interest in the Preferred
Stock  of  Around  the  World  Travel.

     In  2004,  98,991  shares  were  issued  for  services  at $1.50 per share.

     In  November  2004,  325 shares of the Company's Series "B" Preferred Stock
were  issued  for  $32,460  of  telecommunications  equipment.

     In  December  2004,  120,000  shares  of the Company's Series "A" Preferred
Stock  were  issued  for $1,200,000 of payables to a related party for the sales
and  marketing  agreement  of  the  Orlando  property.

Preferred Stock

American  Leisure is authorized to issue up to 10,000,000 shares in aggregate of
preferred  stock:



                                                   Annual 
           Total Series    Stated                Dividends     Conversion
            Authorized      Value      Voting     per Share        Rate
                                                    
Series A    1,000,000     $ 10.00       Yes         $1.20        10 to 1
Series B      100,000      100.00       Yes         12.00        20 to 1
Series C       28,000      100.00       Yes          4.00        20 to 1
Series E       50,000      100.00       Yes          4.00      6.66 to 1
Series F      150,000      100.00       Yes          1.00        2  to 1



     Series  A  have  voting  rights  equal  to  10  common shares to 1 Series A
preferred  share.

     Series  A are redeemable at the American Leisure's option after 10 years if
not  converted by the holder. The conversion period is 10 years from the date of
issue.

     Conversion  is  at  10 for 1 or if the market price is below $1.00 then the
average  daily  market  price  for  the  10  consecutive  trading  days prior to
conversion.

     Dividends  are payable if funds are available. Accrued but unpaid dividends
do  not  pay  interest.

     Series  B  have  voting  rights  equal  to  20  common shares to 1 Series B
preferred  share.

     Series  B  are redeemable at the American Leisure's option after 5 years if
not  converted  by the holder. The conversion period is 5 years from the date of
issue.

     Conversion  is not less than 20 for 1 nor more than 12.5 for 1 based on the
market  price.

                                       67


     Dividends  are payable if funds are available. Accrued but unpaid dividends
do  not  pay  interest.

     Series  C  are redeemable after 5 years if not converted by the holder. The
conversion  period  expires  5  years  from  the  date  of  issue.

     Conversion  is not less than 20 for 1 nor more than 12.5 for 1 based on the
market  price.

     Dividends  are payable if funds are available. Accrued but unpaid dividends
do  not  pay  interest

Warrants

     In  March  2004,  the Company issued warrants to Bill Chiles, a director of
the  Company,  to  purchase  168,672  shares of the Company's common stock at an
exercise  price  of  $2.96  per  share of common stock. Also, in March 2004, the
Company  issued  warrants  to  Malcolm Wright, a director of the Company and the
Company's  Chief  Executive  Officer  and  Chief  Financial Officer, to purchase
347,860  shares  of the Company's common stock at an exercise price of $1.02 per
share  of  common  stock.  The Company issued the warrants to Messrs. Chiles and
Wright  as consideration for their personal guarantees of the Company's debt and
pledges  of  their  shares  of  the  Company's  stock to Stanford as part of the
security  for  the financing that Stanford provided to the Company. In addition,
Mr. Wright has personally guaranteed the Company's indebtedness of $6,000,000 to
Stanford. The Company is under a continued obligation to issue warrants at $1.02
to  Messrs  Chiles and Wright for guarantees they may be required to give on the
Company's  behalf  going  forward.

     During  its  years  ended  December  31, 2004 and 2003, the Company accrued
$1,248,331  and $1,083,025 of dividends, respectively, which are included in the
carrying  value  of the preferred stock in the accompanying consolidated balance
sheet.

NOTE 14 - INCOME TAXES

     Deferred  taxes  are  determined based on the temporary differences between
the  financial  statement  and  income  tax  bases  of assets and liabilities as
measured by the enacted tax rates which will be in effect when these differences
reverse.

The components of deferred income tax assets (liabilities) at December 31, 2004
and 2003, were as follows:



                                        2004           2003
                                                 
Net operating loss carryforwards    $ 2,200,000     $ 661,000 
Valuation allowance                  (2,200,000)     (661,000)
                                   ------------     ----------
Net deferred tax assets             $         -     $       - 
                                   ============     ==========


     At  December  31,  2004,  American  Leisure  had  a  net  operating  loss
carryforward  for  Federal income tax purposes totaling approximately $6,500,000
which,  if  not  utilized,  will  expire  in  the  year  2024.

     At  December  31,  2003,  American  Leisure  had  a  net  operating  loss
carryforward  for  federal income tax purposes totaling approximately $2,556,000
which,  if  not  utilized,  will  expire  in  the  year  2023.

     In  June  2002,  American  Leisure had a change in ownership, as defined by
Internal  Revenue Code Section 382, which has resulted in American Leisure's net
operating  loss carryforward being subject to certain utilization limitations in
the  future.

                                       68


NOTE 15 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

     American  Leisure  had  leased  office  space  located  in Tamarac, Florida
Through  November  2007. The monthly base rental payment was $17,708. In June of
2004,  the  Company  was  able  to  terminate  the  lease.

     American  Leisure  leases  office facilities and reservation service center
equipment  under  non-cancelable  operating  lease agreements for a monthly base
rent of $14,838 through April 2008, and the reservation service center equipment
leases  call  for  a  monthly  base rent of $6,461 through December 2005. Future
minimum  rental  payments  are  as  follows:




December 31,
                                
2005                             255,588
2006                             178,056
2007                             178,056
2008                              59,352
                                 -------
                                 671,052
                                ========


                                       69


     Rent expense totaled $382,316 and $293,728 for 2004 and 2003, respectively.

Employment Agreements

     The  Company has various employment agreements with select members of their
management. These agreements provide for a base salary plus bonuses of up to 19%
of  the  profits  of  each subsidiary company based upon the Company's operating
earnings as defined in each agreement. These are currently verbal agreements and
will  be  documented  in  the  near  future.

LITIGATION

     In  the  ordinary course of its business, the Company may from time to time
become  subject  to claims or proceedings relating to the purchase, subdivision,
sale and/or financing of its real estate or its operations. The Company believes
that  substantially  all  of  the  above  are  incidental  to  its  business.

     We  are  a  party in an action that was filed in Orange County, Florida and
styled  as  Rock Investment Trust, P.L.C. and RIT, L.L.C. vs. Malcolm J. Wright,
American Vacation Resorts, Inc., American Leisure, Inc., Inversora Tetuan, S.A.,
Sunstone  Golf  Resort,  Inc.,  and  Sun  Gate  Resort  Villas,  Inc.,  Case No.
CIO-01-4874,  Ninth  Judicial  Circuit,  Orange  County, Florida. In June, 2001,
after  almost  2  years  from  receiving notice from Malcolm Wright that one Mr.
Roger Smee, doing business under the names Rock Investment Trust, PLC (a British
limited  company)  and  RIT,  LLC  (a  Florida  limited  liability  company)
(collectively, the Smee Entities) had defaulted under various agreements to loan
or  to  joint venture or to fund investment into various real estate enterprises
founded by Mr. Wright, the Smee Entities brought the Lawsuit against Mr. Wright,
American  Leisure,  Inc.  (ALI)  and several other entities. The gravamen of the
initial  complaint  is  that the Smee Entities made financial advances to Wright
with  some  expectation  of participation in a Wright real estate enterprise. In
general, the suit requests either a return of the Smee Entities alleged advances
of  $500,000  or an undefined ownership interest in one or more of the defendant
entities.  Mr.  Wright, American Leisure, Inc., and Inversora Tetuan, S.A., have
filed  a counterclaim and cross complaint against the Smee Entities and Mr. Smee
denying  the  claims and such damages in the amount of $10 million. If the court
rules  that  Mr.  Wright  is liable under his guarantee of the American Leisure,
Inc.  obligation  to  Smee, it is believed that such a ruling would not directly
affect  American Leisure Holdings, Inc. The litigation is in the discovery phase
and  is  not  currently  set for trial. We have been advised by our attorneys in
this  matter that Mr. Wrights position on the facts and the law is stronger than
the positions asserted by the Smee Entities.

     In  March  2004,  Manuel  Sanchez  and  Luis  Vanegas as plaintiffs filed a
lawsuit  against  American  Leisure  Holdings, Inc. American Access Corporation,
Hickory  Travel  Systems,  Inc. Malcolm J. Wright and L. William Chiles, et al.,
seeking  a  claim  for  securities  fraud,  violation  of Florida Securities and
Investor  Protection  Act,  breach of their employment contracts, and claims for
fraudulent  inducement.  All  defendants  have  denied  all  claims  and  have a
counterclaim against Manuel Sanchez and Luis Vanegas for damages. The litigation
commenced  in  March  2004 and will shortly enter the discovery phase and is not
currently  set for trial. We believe that Manuel Sanchez and Luis Vanegas claims
are without merit and the claims are not material to us. We intend to vigorously
defend the lawsuit.

     In  February  2003,  we  and  Malcolm  J.  Wright  were joined in a lawsuit
captioned  as Howard C. Warren v. Travelbyus, Inc., William Kerby, David Doerge,
DCM/Funding III, LLC, and Balis, Lewittes and Coleman, Inc. in the Circuit Court
of Cook County, Illinois, Law Division, which purported to state a claim against
us  as  a  joint  venturer  with  the  primary defendants. The plaintiff alleged
damages  in an amount of $5,557,195.70. On November 4, 2004, the plaintiff moved
to  voluntarily  dismiss its claim against us. Pursuant to an order granting the
voluntary  dismissal,  the  plaintiff has one (1) year from the date of entry of
such order to seek to reinstate its claims.

     On  March 30, 2004, Malcolm Wright, was individually named as a third-party
defendant  in  the  Circuit  Court  of Cook County, Illinois, Chancery Division,
under  the  caption: Cahnman v. Travelbyus, et al. On July 23, 2004, the primary
plaintiffs  filed a motion to amend their complaint to add direct claims against
our  subsidiary,  American Leisure as well as Mr. Wright. On August 4, 2004, the
plaintiffs  withdrew  that motion and have not asserted or threatened any direct
claims against American Leisure, Mr. Wright or us.

     In  early  May 2004, Around The World Travel, Inc. substantially all of the
assets  of which we purchased, filed a lawsuit in the Miami-Dade Florida Circuit
Court  against  Seamless  Technologies,  Inc.  and e-TraveLeaders, Inc. alleging
breach  of  contract  and  seeking  relief  that  includes  monetary damages and
termination of the contracts. They were granted leave to intervene as plaintiffs
in  the original lawsuits against Seamless and e-TraveLeaders. On June 28, 2004,
the  above  named  defendants  brought  suit against Around The World Travel and
American  Leisure  Holdings, Inc.in an action styled Seamless Technologies, Inc.
et  al. v. Keith St. Clair et al. This suit alleges that Around The World Travel
has  breached  the  contracts  and  also that American Leisure Holdings, Inc.and
Around  The  World  Travels  Chief Executive Officer were complicit with certain
officers  and  directors  of  Around  The  World Travel in securing ownership of
certain assets for American Leisure Holdings, Inc.that were alleged to have been
a  business  opportunity  for  Around  The  World  Travel. This lawsuit involves
allegations  of  fraud  against Malcolm J. Wright. The lawsuit filed by Seamless
has  been  abated and consolidated with the original lawsuit filed by Around The
World  Travel.  In  a related matter, Seamlesss attorneys brought another action
entitled  Peter  Hairston  v.  Keith  St.  Clair  et  al.  This  suit mimics the
misappropriation  of  business  opportunity  claim,  but  it  is framed within a
shareholder  derivative  action.  The  relief  sought  against  American Leisure
Holdings,  Inc.  includes  monetary  damages  and litigation costs. We intend to
vigorously support the original litigation filed against Seamless and defend the
counterclaim and allegations against us.

     On  May  4,  2005, Simon Hassine, along with members of his family, filed a
lawsuit  against  us  and  Around  The World Travel in the Circuit Court of Dade
County,  Florida, Civil Division, Case Number 05-09137CA. The plaintiffs are the
former majority shareholders of Around The World Travel and former owners of the
assets  of TraveLeaders. The plaintiffs allege that that they have not been paid
for i) a subordinated promissory note in the principal amount of $3,550,000 plus
interest  on  such note which they allege was issued to them by Around The World
Travel  in  connection  with their sale of 88% of the common stock of Around The
World  Travel;  and ii) subordinated undistributed retained earnings and accrued
bonuses  in an aggregate amount of $1,108,806 which they allege were due to them
as  part of the sale. The plaintiffs allege that the note was issued to them net
of  $450,000  of  preferred  stock  of Around The World Travel that they further
allege  they  never  received.  The plaintiffs also allege that in December 2004
they  entered  into  a  settlement  agreement  with  the Company regarding these
matters. The plaintiffs are pursuing a claim of breach of the alleged settlement
agreement  with  damages  in excess of $1,000,000, interest and costs as well as
performance  under  the  alleged  settlement agreement or, in the alternative, a
declaratory  judgment  that the promissory note, undistributed retained earnings
and accrued bonuses are not subordinated to the Galileo Debt and full payment of
the  promissory  note,  undistributed retained earnings and accrued bonuses plus
prejudgment  interest,  stated  interest  on  the  note,  costs  and  reasonable
attorneys  fees. The plaintiffs are also pursuing a claim for breach of contract
regarding  the  preferred  stock of Around The World Travel and seeking $450,000
plus  interest,  costs  and  reasonable  attorneys fees. The plaintiffs are also
pursuing claims of fraudulent transfer regarding our acquisition of interests in
the  debt and equity of Around The World Travel and seeking unspecified amounts.
We  intend  to  vigorously defend the lawsuit. We have authorized our counsel to
file various motions including a motion to dismiss the complaint in its entirety
as  against  us  and  Malcolm  J. Wright due to the failure by the plaintiffs to
comply  with  a  provision  in  the  underlying  document  that grants exclusive
jurisdiction to the courts located in Cook County, Illinois.

We are not aware of any proceeding to which any of our directors, 
officers, affiliates or security holders are a party adverse to us 
or have a material interest adverse to us.


                                       70


NOTE 16 - EMPLOYEE BENEFITS

     The  Company's subsidiary, HTS, maintains a qualified 401(k) profit sharing
plan  covering  substantially  all of its full time employees who have completed
ninety  days  of  service.  Eligible  employees  may  voluntarily  contribute  a
percentage  of  their  compensation  up  to  established  limits  imposed by the
Internal  Revenue  Service.  At  the  discretion  of the Board of Directors, the
Company  may  make  a  matching  contribution  equal  to  a  percentage  of each
employee's  contribution. There were no matching contributions made for the year
ended  December  31,  2004.

NOTE 17 - SELF-INSURED HEALTH INSURANCE

     The  Company's  subsidiary,  HTS,  is  partially  self-insured for benefits
provided  under  an  employee  health  insurance  plan  through  Great West Life
Insurance Company. Benefits include medical, prescription drug, dental and group
term  life  insurance.  The  plan  provides for self-insurance up to $25,000 per
employee  per  year.  Accordingly,  there  exists  a  contingent  liability  for
unprocessed claims in excess of those reflected in the accompanying consolidated
financial  statements.

NOTE 18 - OPERATING SEGMENTS

     The  Company has adopted the provisions of SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise and Related Information". At December 31, 2003, the
Company's  three  business  units  have  separate  management  teams  and
infrastructures  that  offer different products and services. The business units
have  been  aggregated  into  three  reportable  segments.

     As  noted  in  Note 6, American Leisure is planning to construct a 971-unit
resort  in  Orlando,  Florida  on  122  of  its  163  acres of undeveloped land.
Development  is  scheduled to commence in the summer of 2005. Presales commenced
in  February  2004.

     American  Leisure's operates a call center and revenues are recognized upon
the  completion  of the earning process from the completion of the travel of the
customer,  the  trip  to  the  properties  for  the  potential  purchase, or the
appropriate  event  based  on the agreement with American Leisure's client as to
the  ability  to  be  paid  for  the  service.

     Hickory  Travel  Systems,  Inc.  ("HTS")  provides travel related services.

For  the  year  ending  December  31,  2004:




In (000's)             Am. Leisure     Call Center        HTS      Other      Elim.       Consol.
                       -----------     -----------     -------    -------   ---------   ---------
                                                                        
Revenue                $         -     $       200   $   6,046   $      -   $       -   $  3,328 
Segment income (loss)  $    (1,455)    $      (264)  $    (938)  $ (1,168)  $       -   $ (2,127)
Total Assets           $    16,751     $       264   $   3,347   $      -   $  (3,309)  $ 25,376 
Capital expenditures   $     3,354     $       283   $      30   $      -   $       -   $  4,460 
Depreciation           $       716     $       190   $       4   $      -   $       -   $    644 


For  the  year  ending  December  31,  2003:




In (000's)             Am. Leisure     Call Center        HTS      Other      Elim.       Consol.
                       -----------     -----------     -------    -------   ---------   ---------
                                                                         
Revenue                $         -     $       496     $ 2,832    $     -   $       -   $  3,328 
Segment income (loss)  $    (1,455)    $        12     $   484    $(1,168)  $       -   $ (2,127)
Total Assets           $    16,751     $     7,542     $ 4,392    $     -   $  (3,309)  $ 25,376 
Capital expenditures   $     3,249     $     1,181     $    30    $     -   $       -   $  4,460 
Depreciation           $         2     $       638     $     4    $     -   $       -   $    644 


     The  accounting  policies  of the reportable segments are the same as those
described  in  Note  2.  The  Company evaluates the performance of its operating
segments based on income before net interest expense, income taxes, depreciation
and  amortization  expense,  accounting  changes  and  non-recurring  items.

                                       71


Note 19 - RELATED PARTY TRANSACTIONS

     We  accrue  salaries  payable to our Chief Executive Officer, President and
Chief  Financial  Officer,  Malcolm  J.  Wright.  As  of  December 31, 2004, the
aggregate  amount  of  unpaid salaries payable to Mr. Wright was $1,000,000. The
Company  accrues  interest  at a rate of 12% compounded annually on the salaries
payable to Mr. Wright. As of December 31, 2004, the aggregate amount of interest
accrued  on  salaries  payable  to  Mr.  Wright  was  $105,000.

     In  May 2004, we began accruing $100,000 per year as salaries payable to L.
William  Chiles,  the  President  of  Hickory, for his services. Mr. Chiles also
receives  paid  compensation  for  his services from Hickory. As of December 31,
2004,  the  aggregate  amount of salaries payable to Mr. Chiles was $66,400. The
Company  does  not  accrue  interest  on  the  salaries  payable  to Mr. Chiles.

     We  pay  or accrue directors' fees to each of our directors in an amount of
$18,000  per  year  for  their services as directors. During the last two fiscal
years  the  Company  paid  an  aggregate  of $66,000 to directors and accrued an
aggregate  of  $114,000.

     The  Company  entered  into  an  agreement  with  Mr. Wright and Mr. Chiles
whereby  the  Company  agreed to indemnify Mr. Wright and Mr. Chiles against all
losses,  costs or expenses relating to the incursion of or the collection of the
Company's  indebtedness  against  Mr.  Wright or Mr. Chiles or their collateral.
This  indemnity  extends  to  the cost of legal defense or other such reasonably
incurred  expenses  charged to or assessed against Mr. Wright or Mr. Chiles.  In
the  event  that  Mr.  Wright  or  Mr.  Chiles make a personal guarantee for the
Company's  benefit in conjunction with any third-party financing, and Mr. Wright
or Mr. Chiles elect to provide such guarantee, then Mr. Wright and/or Mr. Chiles
shall  earn  a  fee for such guarantee equal to three per cent (3%) of the total
original  indebtedness  and  two  per  cent  (2%)  of  any  collateral posted as
security.  This  fee  is  to be paid by the issuance of warrants to purchase the
Company's common stock at a fixed strike price of $1.02 per share, when the debt
is  incurred.  Mr. Wright personally guaranteed (the "Guarantees") the Company's
$6,000,000  Credit  Facility  from Stanford.  In addition, Mr. Wright pledged to
Stanford  845,733  shares  of the Company's common stock held by Mr. Wright.  L.
William  Chiles  had  personally  guaranteed $2,000,000 of the $6,000,000 Credit
Facility  and  pledged  to Stanford 850,000 shares of the Company's common stock
held  by  Mr.  Chiles.  Stanford released Mr. Chiles from the personal guarantee
and  released  his  common  stock  from  the  pledge when the Company closed the
$6,000,000  Credit Facility.  In March 2004, the Company authorized the issuance
of  warrants to Mr. Wright and Mr. Chiles to purchase 347,860 shares and 168,672
shares,  respectively,  of  our  common  stock at an exercise price of $2.96 per
share,  which  was  subsequently  reduced  to  $1.02  per share of common stock.

     The  Company has generally agreed to provide the executive officers of each
of  its  subsidiaries  a  bonus  of  up  to  19%  of the profits, if any, of the
subsidiary in which they serve as our executive officers. The bonus will be paid
for the five-year period beginning on the date that the Company enters into such
an agreement with the subsidiary. Pursuant to this general agreement, Malcolm J.
Wright  is  entitled  to  receive  up  to  19%  of  the  profits of Leisureshare
International  Ltd,  Leisureshare  International  Espanola  SA,  TDSR,  American
Leisure Homes, Inc., Advantage Professional Management Group, Inc., and American
Leisure  Hospitality  Group  Inc. and any new company formed for the development
and  sale of vacation homes, hospitality management, and vacation ownership . L.
William  Chiles  is  entitled  to  receive 19% of the profits of Hickory up to a
maximum  payment of $2,700,000. Although Mr. Chiles' bonus is limited, it is not
subject  to  the  buy-out  by the Company as discussed below as it will cease as
soon  as  the $2,700,000 amount has been paid to him . The executive officers of
other  the  Company's  other subsidiaries are entitled to share a bonus of up to
19%  of  the  profits  of  the  subsidiary  in which they serve as our executive
officers.  The  Company  has  the  right  to buy-out of these agreements after a
period  of five years by issuing such number of shares of its common stock equal
to  the product of 10% of the average after-tax profits for the five-year period
multiplied  by one-third (1/3) of the P/E ratio of the Company's common stock at
the  time  of  the  buyout  divided  by  the  greater of the market price of the
Company's common stock or $5.0. The Company has not paid or accrued any bonus as
of  the  filing  of  this  report.

                                       72


     Malcolm J. Wright is the President and 81% majority shareholder of American
Leisure  Real  Estate Group, Inc. (ALRG). On November 3, 2003 TDSR, entered into
an exclusive development agreement with ALRG to provide development services for
the  development  of  the  Sonesta  Orlando Resort. Pursuant to this development
agreement,  ALRG  is  responsible  for  all  development  logistics  and TDSR is
obligated  to  reimburse  ALRG  for  all  of  ALRG's  costs  and  to  pay ALRG a
development  fee  in  the amount of 4% of the total costs of the project paid by
ALRG.  During  the  fiscal  year  ended  December  31,  2004,  ALRG administered
operations  and  paid bills in the amount of $3,543,784 and received a fee of 4%
(or  approximately  $141,751)  under  the  development  agreement.

     Malcolm  J.  Wright and members of his family are the majority shareholders
of  Xpress.  On  November  3,  2003,  TDSR  entered  into an exclusive sales and
marketing  agreement with Xpress to sell the units being developed by TDSR. This
agreement provides for a sales fee in the amount of 3% of the total sales prices
received  by  TDSR  plus  a  marketing  fee of 1.5%. During the period since the
contract  was  entered  into and ended December 31, 2004 the total sales made by
Xpress amounted to approximately $173,979,572. As a result of the sales, TDSR is
obligated  to  pay Xpress a total sales fee of $5,219,387 and a marketing fee of
$2,609,693.  As  of December 31, 2004, the Company has paid Xpress $2,103,534 of
cash,  issued  Xpress  120,000  shares  of  Series  A  Preferred Stock valued at
$1,200,000,  and  transferred to Xpress a 1913 Mercedes Benz valued at $500,000.
In  February  2004, Malcolm J. Wright, individually and on behalf of Xpress, and
Roger  Maddock,  individually  and  on behalf of Arvimex, entered into contracts
with  TDSR  to  purchase  an aggregate of 32 townhomes for $8,925,120 and paid a
deposit  of  $892,512.

     M  J  Wright  Productions, Inc., of which Mr. Wright is the President, owns
our  Internet  domain  names.

     The  Company  and  Mr.  Wright  have  agreed  to  terms  in principle of an
employment  agreement  pursuant  to  which  Mr.  Wright  will serve as our Chief
Executive  Officer  and  Chief  Financial Officer.  The Company will provide the
terms  of  a  definitive  employment  agreement  in  a  future  filing  with the
Commission.

     Thomas  Cornish,  a  director  nominee,  is  the  President  of the Seitlin
Insurance  Company.  The  Board  of  Directors has authorized Seitlin to place a
competitive  bid  to  provide  insurance  for  the  Sonesta Orlando Resort.  Mr.
Cornish  has  provided  consulting  services  to  the  Company valued at $1,500.

     David  Levine,  a director nominee, has provided consulting services to the
Company  valued  at  $3,000.

     Malcolm Wright and members of his family are the majority shareholders of 
Xpress Ltd. ("Xpress") a shareholder of the Company.  On November 3, 2003, TDSR
entered into an exclusive sales and marketing agreement with Xpress to sell the
units being developed by TDSR.  This agreement provides for a sales fee in the 
amount of 3% of the total sales prices received by TDSR plus a marketing fee of
1.5%. During the period since the contract was entered into and ended December 
31, 2004 the total sales amounted to approximately $173,979,572.  As a result 
of the sales, TDSR is obligated to pay Xpress a fee of $2,609,694.  

     As of December 31, 2004, Xpress has been paid approximately $2,100,000 in
cash, and tendered the 1913 Mercedes-Benz for $500,000. 

     The Company also issued 120,000 shares of Series A preferred stock valued
at $1,200,000 for accounts payable and debt.

                                       73


NOTE  20  -  RESTATEMENT

     American  Leisure  has  corrected  its  financial statements to include the
accrual  of  dividends  on  its preferred stock.  American Leisure increased the
carrying  value  of  the preferred stock $2,922,480 and $1,674,148 and increased
the  accumulated  deficit $(2,922,480) and $(1,674,148) at December 31, 2004 and
2003,  respectively.  The  preferred stock dividend increased the loss available
to common stockholders $(1,248,331) and $(1,083,025) for the year ended December
31,  2004.

A  summary  of  the  restatement  is  as  follows:



                              As previously   Increase        As
                                reported     (Decrease)     Restated
                              ------------  ------------  -------------
                                                      
At December 31, 2004
Balance sheet:
  Additional paid-in capital  $15,636,322   $ 2,922,480   $ 18,558,802 
  Accumulated deficit         $(9,372,641)  $(2,922,480)  $(12,295,121)

Year ended
  December 31, 2004:
  Statements of Operations:
    Preferred stock dividend  $         -   $(1,248,331)  $ (1,248,331)
    Net loss available to
      common stockholders     $(6,634,301)  $(1,248,331)  $ (7,882,632)

At December 31, 2003
Balance sheet:
  Additional paid-in capital  $ 6,166,488   $ 1,674,148   $  7,840,636 
  Accumulated deficit         $(2,738,340)  $(1,674,148)  $ (4,412,488)

Year ended
  December 31, 2003:
  Statements of Operations:
    Preferred stock dividend  $         -   $(1,083,025)  $ (1,083,025)
    Net loss available to
      common stockholders     $(2,126,850)  $(1,083,025)  $ (3,209,875)


                                       74


NOTE 21 - SUBSEQUENT EVENTS

SALE OF LAND HELD FOR DEVELOPMENT
---------------------------------

     The  Company,  as discussed in Note 6, owned 13.67 acres of commercial land
in Davenport, Polk County, Florida. The Company was holding this land for future
development.

     On  March  4,  2005,  the  Company  sold  this  land  for  $4,020,000, plus
reimbursement  of  certain  costs  in  the  amount  of  $157,219.

     The Company after paying certain closing costs, commissions, the first deed
of  trust  on  the  property,  received  $2,724,090 in cash from the sale of the
property.

JOINT  VENTURE  MARKETING  AGREEMENT-ANTIGUA  FACILITY
------------------------------------------------------

     The  Company  in early 2005, signed a Joint Venture Operating Agreement for
its'  Antigua  state  of  the  art  call  center  and  contact  center facility.

     The  Company,  through  one  of its' majority owned subsidiaries, formed an
Operating corporation to be known as Caribbean Media Group, Ltd, pursuant to the
Companies  Act  of Barbados. The Company's subsidiary will own 49% of this joint
venture  company.

     As part of the agreement, the Company provided $100,000 in start-up funding
and agreed to transfer another $100,000 into the joint venture operating account
when  the  account  balance is less than $25,000. Additionally, it will maintain
the  equipment  it  owns  and  maintain  the facility that the Company currently
leases.

                                       75


                             CHANGES IN ACCOUNTANTS

     Effective  August  25, 2004, the client auditor relationship between us and
Bateman  & Co., Inc., P.C. ceased as the former principal independent accountant
was  dismissed.  On  that  date,  our  Board  of  Directors approved a change of
accountants  and  the  Company's  management  engaged  Lopez,  Blevins,  Bork  &
Associates,  LLP  as  our principal independent public accountant for the fiscal
year  ended  December 31, 2004.  Prior to that, we had engaged Bateman on August
16,  2004  and  dismissed  Malone  &  Bailey,  PLLC as our principal independent
accountant  on August 17, 2004.  In both cases, the decision to change principal
independent  accountants  was  approved  by our Board of Directors.  Bateman had
been engaged when the audit partner in charge of our account left Malone to join
Bateman.  The  audit  partner  left  Bateman  and joined Lopez.  We reported the
change  of  auditors from Bateman to Lopez on Form 8-K filed with the Commission
on March 28, 2005.  We reported the change of auditors from Malone to Bateman on
Form  8-K  filed  with  the  Commission  on  August  18,  2004.

     Lopez  is  succeeding  Bateman  who  succeeded  Malone.  Malone audited our
balance  sheet  as  of  December 31, 2002 and December 31, 2003, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  period  from  June  14, 2002 (Inception) through December 31, 2002, and the
fiscal year ended December 31, 2003. Malone's report on our financial statements
for the period from June 14, 2002 (Inception) through December 31, 2002, and the
fiscal  year  ended  December  31,  2003, did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles except for concerns about our ability to continue
as a going concern.

     In  connection  with  the  audit of our financial statements for the period
from  June  14,  2002 (Inception) through December 31, 2002, and the fiscal year
ended  December  31,  2003,  and any later interim period, including the interim
period  up  to and including the date the relationship with Malone ceased, there
were  no  disagreements  with  Malone on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Malone would have caused
Malone  to  make  reference  to  the  subject  matter  of the disagreement(s) in
connection with its report on our financial statements. There were no reportable
events  as  defined in Item 304(a)(1)(iv)(B) of Regulation S-B during the period
from  June  14,  2002 (Inception) through December 31, 2002, and the fiscal year
ended  December  31,  2003,  and any later interim period, including the interim
period up to and including the date the relationship with Malone ceased.

     Bateman  reviewed  our  interim  financial  statements included in the Form
10-QSB  filed  with the Commission on August 20, 2004. During the interim period
beginning August 16, 2004 (the date that we engaged Bateman) up to and including
the  date that the relationship with Bateman ceased, there were no disagreements
with  Bateman  on  any  matters of accounting principles or practices, financial
statement  disclosure, or auditing scope or procedure, which disagreement(s), if
not  resolved  to  the  satisfaction  of  Bateman  would have caused Bateman, if
Bateman  had  issued  a report on our financial statements, to make reference to
the  subject matter of the disagreement(s) in connection with such report. There
have been no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation
S-B during the interim period up to and including the date the relationship with
Bateman ceased.

     We  authorized  Malone and Bateman to respond fully to any inquiries of any
new  auditors  hired  by  us  relating  to  their  engagement  as  our principal
independent  accountant.  We  requested that Malone review the disclosure in the
report  on Form 8-K filed with the Commission on August 18, 2004, and Malone was
given  an  opportunity  to  furnish us with a letter addressed to the Commission
containing any new information, clarification of our expression of its views, or
the  respect  in  which it did not agree with the statements made by us therein.
Such  letter  was  filed  as an exhibit to such report on Form 8-K. We requested
that  Bateman  review  the  disclosure  in the report on Form 8-K filed with the
Commission on March 28, 2005, and Bateman was given an opportunity to furnish us
with  a  letter  addressed  to  the  Commission  containing any new information,
clarification of our expression of its views, or the respect in which it did not
agree  with  the  statements  made  by  us  therein. Such letter was filed as an
exhibit to such report on Form 8-K.

     We  did  not  previously  consult  with  Bateman  regarding  either (i) the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or proposed; or (ii) the type of audit opinion that might be rendered
on  our  financial  statements;  or (iii) any matter that was either the subject
matter of a disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-B)
between  us  and Malone, our previous principal independent accountant, as there
were  no  such  disagree-ments, or an other reportable event (as defined in Item
304(a)(1)(iv)(B)  of  Regulation  S-B)  during  the  period  from  June 14, 2002
(Inception)  through  December  31, 2002, and the fiscal year ended December 31,
2003,  and  any  later  interim  period,  including the interim period up to and
including the date the relationship with Malone ceased. Neither have we received
any  written  or  oral  advice  concluding  there  was an important factor to be
considered  by  us  in  reaching  a  decision  as to an accounting, auditing, or
financial reporting issue.

                                       76


     We  did  not  previously  consult  with  Lopez  regarding  either  (i)  the
application  of  accounting  principles  to  a  specified  transaction,  either
completed  or proposed; or (ii) the type of audit opinion that might be rendered
on  our  financial  statements;  or (iii) any matter that was either the subject
matter of a disagreement (as defined in Item 304(a)(1)(iv)(A) of Regulation S-B)
between  us  and  Bateman  or  Malone,  our  previous  principal  independent
accountants,  as  there were no such disagreements, or an other reportable event
(as  defined  in  Item  304(a)(1)(iv)(B)  of  Regulation S-B) during the interim
period  up to an including the date the relationship with Bateman ceased, or the
period  from June 14, 2002 (Inception) through December 31, 2002, and the fiscal
year  ended  December  31,  2003,  and  any  later interim period, including the
interim period up to and including the date the relationship with Malone ceased.
Neither  have  we  received  any  written or oral advice concluding there was an
important  factor  to  be  considered  by  us  in  reaching  a decision as to an
accounting, auditing, or financial reporting issue.

     We requested Bateman review the disclosure in the report on Form 8-K before
it  was  filed  with the Commission on August 18, 2004, and provided Bateman the
opportunity  to  furnish us with a letter addressed to the Commission containing
any  new  information,  clarification  of  our  expression  of its views, or the
respects  in  which Bateman did not agree with the statements made by us in such
report.  Bateman  did not furnish a letter to the Commission. We requested Lopez
review  the  disclosure  in  the report on Form 8-K before it was filed with the
Commission  on  March  28, 2005, and provided Lopez an opportunity to furnish us
with  a  letter  addressed  to  the  Commission  containing any new information,
clarification of our expression of its views, or the respects in which Lopez did
not agree with the statements made by us in such report. Lopez did not furnish a
letter to the Commission.

                                       77


                              AVAILABLE INFORMATION

     We  have  filed  with the Securities and Exchange Commission a registration
statement  on  Form SB-2 under the Securities Act with respect to the securities
offered  by  this  prospectus.  This  prospectus,  which  forms  a  part  of the
registration statement, does not contain all of the information set forth in the
registration  statement,  as  permitted  by  the  rules  and  regulations of the
Commission.  For  further  information  with  respect  to  us and the securities
offered  by  this  prospectus,  reference is made to the registration statement.
Statements  contained  in  this prospectus as to the contents of any contract or
other  document  that  we have filed as an exhibit to the registration statement
are  qualified  in  their  entirety  by  reference  to the to the exhibits for a
complete  statement  of  their terms and conditions.  The registration statement
and  other  information  may  be  read  and  copied  at  the Commission's Public
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549.  The public may
obtain  information on the operation of the Public Reference Room by calling the
Commission  at  1-800-SEC-0330.  The  Commission  maintains  a  web  site  at
http://www.sec.gov  that contains reports, proxy and information statements, and
other  information  regarding  issuers  that  file  electronically  with  the
Commission.


                                       78


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM  24.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Our articles of incorporation, as amended and restated, contain a provision
that  gives  our  board  of  directors  the  power to indemnify our officers and
directors to the fullest extent permitted by Nevada law.  Our bylaws, as amended
and restated, obligate us to indemnify our directors and officers to the fullest
extent  permitted  by  Section  78.7502  of the Nevada Revised Statutes, as that
section  may  be  amended  and  supplemented from time to time.  Section 78.7502
generally  provides  that  we may indemnify any of our officers and directors in
any  threatened, pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative,  except  an action by us or in our
right,  if  such  officer  or director acted in good faith and in a manner which
they  reasonably believed to be in or not opposed to our best interest, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
their  conduct  was  unlawful.

     We  have  entered into an indemnification agreement with Malcolm J. Wright,
our  chief executive officer and a director. We will indemnify Mr. Wright to the
fullest extent permitted by law if Mr. Wright was or is or becomes a party to or
witness  or  other  participant  in,  or  is threatened to be made a party to or
witness  or  other participant in, any threatened, pending or completed claim by
reason  of  (or  arising  in part out of) any event or occurrence related to the
fact that Mr. Wright is or was a director, officer, employee, agent or fiduciary
of  ours,  or  any  subsidiary of ours, or is or was serving at our request as a
director,  officer,  employee,  agent  or  fiduciary  of  another  corporation,
partnership,  joint  venture,  trust  or  other  enterprise, or by reason of any
action  or  inaction  on  the  part of Mr. Wright while serving in such capacity
against  any  and  all expenses, judgments, fines, penalties and amounts paid in
settlement  and any federal, state, local or foreign taxes imposed on Mr. Wright
as a result of the actual or deemed receipt of any indemnification payments made
by  us  to  or  on behalf of Mr. Wright. We are entitled to reimbursement of any
advance  indemnification payments that we make to or on behalf of Mr. Wright if,
when  and  to  the  extent that a disinterested director, group of disinterested
directors  or  independent legal counsel determines that Mr. Wright would not be
permitted  to  be  so  indemnified under applicable law. We are not obligated to
indemnify Mr. Wright for the following:

-    Acts,  omissions  or  transactions  for  which  Mr.  Wright  is  prohibited
     from receiving indemnification under applicable law.

-    Claims  initiated  or  brought  voluntarily  by  Mr.  Wright and not by way
     of  defense,  except  for claims brought to establish or enforce a right to
     indemnification or in specific cases if our board of directors has approved
     the  initiation  or  bringing of such claim, or as otherwise required under
     the Nevada Revised Statutes, regardless of whether Mr. Wright ultimately is
     determined  to be entitled to such indemnification, advance expense payment
     or insurance recovery, as the case may be.

-    Any  proceeding  instituted  by  Mr.  Wright  to  enforce  or interpret his
     indemnification  agreement, if a court of competent jurisdiction determines
     that  each of the material assertions made by Mr. Wright in such proceeding
     was not made in good faith or was frivolous.

-    Violations  of  Section  16(b)  of  the  Exchange  Act  or  any  similar
     successor statute.

     Our  articles  of  incorporation, as amended, also contain a provision that
limits  the liability of our directors.  Consequently, our directors will not be
personally  liable to us or our stockholders for monetary damages for any breach
of  fiduciary  duties  as  directors,  except  liability  for  the  following:

-    Any breach of their duty of loyalty to our company or our stockholders.

-    Acts  or  omissions  not  in  good  faith  or  which  involve  intentional
     misconduct or a knowing violation of law.

-    Any transaction from which the director derived an improper personal 
     benefit.

-    Any act or omission occurring prior to their directorship.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  Act  and  is,  therefore,  unenforceable.



ITEM  25.  OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION.

     The  following  table sets forth estimated expenses expected to be incurred
in  connection  with  the  issuance  and  distribution  of  the securities being
registered.  We  will  pay  all  expenses  in  connection  with  this  offering.

          Securities and Exchange Commission Registration Fee      $ 1,074.00
          Printing and Engraving Expenses                            2,500.00
          Accounting Fees and Expenses                              15,000.00
          Legal Fees and Expenses                                   50,000.00
          Miscellaneous                                             16,504.00
                                                                    ---------

          TOTAL                                                    $85,078.00

ITEM  26.  RECENT  SALES  OF  UNREGISTERED  SECURITIES.

     The  Company has issued the following securities without registration under
the  Securities  Act  within  the  past  three  (3)  years:

     In  January 2002, the Company issued 20,000 shares of common stock to three
individuals  pursuant  to  a  financial  advisory  agreement  with  Viewtrade
Securities,  Inc.  The Company claims an exemption from registration afforded by
Section  4(2)  of the Act since the foregoing issuances did not involve a public
offering,  the  recipients took the shares for investment and not resale and the
Company  took  appropriate  measures  to  restrict  transfer. No underwriters or
agents were involved in the foregoing issuances and no underwriting discounts or
commissions were paid by the Company.

     In  June  2002,  the Company issued an aggregate of 36,365 shares of common
stock  to  more  than  two  hundred individuals for $1.50 per share. The Company
claims  an  exemption  from  registration  afforded  by  Regulation  S under the
Securities  Act.  No  underwriters  or  agents  were  involved  in the foregoing
issuances and no underwriting discounts or commissions were paid by the Company.

     In July 2002, the Company issued an aggregate of 5,016,665 shares of common
stock  and  an  aggregate  of  880,000 shares of Series A preferred stock to the
former  shareholders  of  American Leisure in exchange for all of the issued and
outstanding  shares of common stock and preferred stock of American Leisure. The
exchange  of shares was one-for-one. American Leisure had issued an aggregate of
5,016,665 shares of common stock to twelve individuals and four companies and an
aggregate  of  880,000 shares of preferred stock to seven of the individuals and
two  of  the  companies.  The  Company  claims  the  exemption from registration
afforded  by  Rule 506 of Regulation D under the Securities Act. No underwriters
or agents were involved in the foregoing issuances and no underwriting discounts
or commissions were paid by the Company.

     In  August  2002,  the  Company issued an aggregate of 600 shares of common
stock  to  two  individuals for $1.50 per share. The Company claims an exemption
from  registration  afforded  by  Regulation  S  under  the  Securities  Act. No
underwriters  or  agents  were  involved  in  the  foregoing  issuances  and  no
underwriting discounts or commissions were paid by the Company.

     In  December  2002,  the  Company  issued an aggregate of 114,000 shares of
common  stock and 27,191 shares of Series C preferred stock to Stanford, Charles
Ganz and Ted Gershon to acquire $2,850,000 of call center equipment. The Company
claims  an exemption from registration afforded by Section 4(2) of the Act since
the  foregoing  issuances did not involve a public offering, the recipients took
the  shares  for  investment  and  not  resale  and the Company took appropriate
measures  to  restrict  transfer. No underwriters or agents were involved in the
foregoing  issuances  and  no underwriting discounts or commissions were paid by
the Company.

     In  September 2003, the Company issued 850,000 shares of common stock to L.
William  Chiles,  a  Director  of  the  Company, to acquire Hickory. The Company
claims  an exemption from registration afforded by Section 4(2) of the Act since
the foregoing issuance did not involve a public offering, the recipient took the
shares  for  investment and not resale and the Company took appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuance and no underwriting discounts or commissions were paid by the Company.

     In  January 2004, the Company issued warrants to purchase 390,000 shares of
the  Company's  common  stock  to  Arvimex.  The  warrants  are divided into two
classes. The first class, comprised of 120,000 warrants, bears an exercise price
of $0.001 per share of common stock and are exercisable until December 31, 2008.
The  second class, comprised of 270,000 shares, bears an exercise price of $2.96
per  share of common stock and are exercisable until December 31, 2008. In March
2004, the Company reduced the exercise price of the warrants to purchase 270,000
shares  from $2.96 to $1.02 in connection with a reduction in the exercise price
of  warrants  that  the  Company had issued to Stanford from $2.96 to $0.001 per
share.  The  Company  claims  an exemption from registration afforded by Section
4(2)  of the Act since the foregoing issuance did not involve a public offering,
the  recipient  took  the warrants for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved  in the foregoing issuance and no underwriting discounts or commissions
were paid by the Company.

                                      II-2


     In  March  2004,  the  Company issued 340,000 shares of common stock to GCD
Acquisition  Corp.  as  partial consideration for the purchase of $22,600,000 in
secured  notes.  The  Company also assumed liability for a $5,000,000 promissory
note  that  GCD  Acquisition  Corp. had issued to acquire the secured notes. The
Company  claims  an  exemption from registration afforded by Section 4(2) of the
Act  since  the  foregoing  issuance  did  not  involve  a  public offering, the
recipient  took  the  shares  for investment and not resale and the Company took
appropriate  measures  to  restrict  transfer.  No  underwriters  or agents were
involved  in the foregoing issuance and no underwriting discounts or commissions
were paid by the Company.

     In  March  2004,  the Company issued warrants to purchase 300,000 shares of
the  Company's common stock to Stanford and warrants to purchase an aggregate of
300,000  shares of the Company's common stock equally to the Stanford Employees.
The  warrants  to  purchase  an  aggregate of 600,000 shares that were issued to
Stanford and the Stanford Employees had an exercise price of $0.001 per share of
common  stock  and  were  exercised  as discussed below. Also in March 2004, the
Company issued warrants to purchase 675,000 shares of the Company's common stock
to  Stanford  and  warrants  to  purchase  an aggregate of 675,000 shares of the
Company's  common  stock  to the Stanford Employees. The warrants to purchase an
aggregate  of  1,350,000  shares  that  were issued to Stanford and the Stanford
Employees  had an exercise price of $2.96 per share. The warrants were issued as
consideration for Stanford providing a $6,000,000 line of credit to the Company.
The  Company  issued  a promissory note for $6,000,000 to Stanford. In June 2004
the  Company  reduced  the  exercise price on the warrants to purchase 1,350,000
shares  from  $2.96  to  $0.001  per  share  in  connection  with  $4,000,000 of
additional  financing provided by Stanford. The Company issued a promissory note
for  $3,000,000  and  a  promissory  note  for  $1,000,000  to  Stanford for the
additional  financing.  In  May 2004, the Company issued an aggregate of 600,000
shares  of  common  stock  to  Stanford  and  the  Stanford Employees upon their
exercise  of their warrants at $0.001 per share of common stock (or an aggregate
of  $600).  In  June  2004, the Company also issued warrants to purchase 500,000
shares  of  the  Company's  common  stock  to  Stanford  in  connection with the
additional  $4,000,000 of financing. The warrants to purchase 500,000 shares had
an  exercise price of $5.00 per share, but in November 2004, the Company reduced
the exercise price to $0.001 with respect to warrants to purchase 100,000 of the
shares  as  consideration  for  $1,605,000  of  additional financing provided by
Stanford.  The Company increased the principal amount of the $3,000,000 note and
the  $1,000,000  note  to  $4,250,000 and $1,355,000, respectively. In September
2004  and December 2004, the Company issued an aggregate of 1,350,000 shares and
100,000  shares  of  common  stock,  respectively,  to Stanford and the Stanford
Employees  upon  their  exercise of their warrants at $0.001 per share of common
stock  (or an aggregate of $1,350 and $100, respectively). The Company claims an
exemption  from  registration  afforded  by  Section  4(2)  of the Act since the
foregoing  issuances  did not involve a public offering, the recipients took the
warrants, the notes and the shares for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved  in  the foregoing issuances and no underwriting discounts were paid by
the  Company.  However,  the  Company's  relationship with Stanford includes the
requirement  that  the  Company  utilize  services  provided  by  US  Funding
Corporation,  an  investment banking firm. US Funding Corporation received a fee
of  5%  for $6,000,000 of financing provided by Stanford and a fee of 2.5% of an
aggregate of $5,605,000 of additional financing provided by Stanford.

     In March 2004, the Company issued warrants to L. William Chiles, a Director
of  the  Company, to purchase 168,672 shares of the Company's common stock at an
exercise  price  of  $2.96  per  share.  Also, in March 2004, the Company issued
warrants to Malcolm J. Wright, a Director of the Company and the Company's Chief
Executive Officer and Chief Financial Officer, to purchase 347,860 shares of the
Company's  common stock at an exercise price of $2.96 per share of common stock.
The  Company  issued  the warrants to Messrs. Chiles and Wright as consideration
for  their personal guarantees of the Company's debt and pledges of their shares
of  the  Company's  stock  to Stanford as part of the security for the financing
that  Stanford  provided  to the Company. In addition, Mr. Wright has personally
guaranteed  the  Company's  indebtedness  of $6,000,000 to Stanford. The Company
reduced  the  exercise  price  of the warrants from $2.96 to $1.02 in connection
with a reduction of the exercise price of warrants issued to Stanford from $2.96
to $0.001. The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the  recipients  took the warrants for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved  in  the foregoing issuances and no underwriting discounts were paid by
the Company.

                                      II-3


     In April 2004, the Company approved the issuance of 24,101 shares of Series
E  preferred stock to The Shadmore Trust U/A/D 12/26/89 as part of the Company's
acquisition of the majority interest in the preferred stock of AWT. The Series E
preferred  stock  ranks senior to the Company's common stock as to dividends and
liquidation  preference.  Each share of Series E preferred stock is convertible,
at  the  option of the holder thereof, at any time and from time to time, into a
maximum  of  6.666  fully  paid  and  non-assessable shares of common stock. The
Company  also  issued  an unsecured note in the original amount of $1,698,340 to
Shadmore Trust in connection with the acquisition of debt owed to Shadmore Trust
by  AWT.  The  note bears interest at a rate of four percent (4%) per annum with
weekly payments in the amount of $5,000 until the note is fully paid or April 1,
2011,  whichever  is  first.  The  Company claims an exemption from registration
afforded  by  Section  4(2)  of  the  Act  since the foregoing issuances did not
involve  a  public  offering,  the  recipient  took  the shares and the note for
investment  and not resale and the Company took appropriate measures to restrict
transfer.  No underwriters or agents were involved in the foregoing issuance and
no underwriting discounts were paid by the Company.

     In  July 2004, we granted warrants to Malcolm J. Wright, L. William Chiles,
Thomas  Cornish,  David Levine and T. Gene Prescott for each of them to purchase
100,000  shares  of  common  stock  at  an exercise price of $1.02 per share for
services.  In February 2005, we granted warrants on the same terms to Charles J.
Fernandez.  Messrs.  Wright  and  Chiles  currently  serve as Directors. Messrs.
Fernandez  and  Prescott currently serve on our advisory board providing us with
general  corporate  and  business  advice.  Messrs. Cornish and Levine have also
served  on  the  advisory  board.  Warrants  to  purchase  50,000  shares vested
immediately  to  each  of them. Warrants to purchase the remaining 50,000 shares
would  vest in equal amounts to each of them on their next two anniversary dates
as Directors or advisors provided they remain in such service. They may exercise
the  warrants  for  a  period of five years beginning on such vesting dates. The
Company  claims  an  exemption from registration afforded by Section 4(2) of the
Act  since  the  foregoing  issuances  did  not  involve  a public offering, the
recipients  took the warrants for investment and not resale and the Company took
appropriate  measures  to  restrict  transfer.  No  underwriters  or agents were
involved  in  the foregoing issuances and no underwriting discounts were paid by
the Company.

     In  October  of  2004,  the  Company authorized the issuance of warrants to
purchase  250,000  shares  of the Company's common stock at an exercise price of
$1.02 per share to be issued to persons who serve on both the Company's board of
directors and the Company's advisory board to the board of directors at the rate
of 50,000 warrants per person. The Company claims an exemption from registration
afforded  by  Section  4(2)  of  the  Act since the foregoing issuances will not
involve  a public offering, the recipients have access to information that would
be included in a registration statement, will take the shares for investment and
not  resale and the Company will take appropriate measures to restrict transfer.
No  underwriters  or  agents  were  involved  in  the foregoing issuances and no
underwriting discounts will be paid by the Company.

     In November 2004, the Company issued to Arvimex warrants to purchase 40,000
shares of the Company's common stock at an exercise price of $0.001 per share of
common  stock  in  consideration  for  an unsecured loan of AWT in the principal
amount of $500,000 that Arvimex made to the Company. Arvimex loaned the money to
AWT  to  provide  funds  to  AWT  while  the  Company conducted due diligence of
TraveLeaders  and  sought  to  secure an additional $1,250,000 of financing from
Stanford.  The Company claims an exemption from registration afforded by Section
4(2)  of the Act since the foregoing issuance did not involve a public offering,
the  recipient  took the warrants and the note for investment and not resale and
the  Company  took appropriate measures to restrict transfer. No underwriters or
agents  were  involved  in  the foregoing issuance and no underwriting discounts
were paid by the Company.

     In  November  2004,  the  Company  exchanged  325  shares  of  its Series B
Preferred  Stock  with  American  Communications,  LLC  for  equipment valued at
$32,640.  The  Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the  recipients  had  access  to  information  that  would  be  included  in  a
registration  statement,  took  the shares for investment and not resale and the
Company  took  appropriate  measures  to  restrict  transfer. No underwriters or
agents  were  involved  in the foregoing issuances and no underwriting discounts
were paid by the Company.

     In  December  2004, the Company issued 120,000 shares of Series A preferred
stock,  par  value $0.001 per share, to Xpress Ltd. for $1,200,000. The Series A
preferred  stock  ranks senior to the Company's common stock as to dividends and
liquidation  preference.  Each share of Series A preferred stock is convertible,
at the option of the holder thereof, at any time and from time to time, into ten
(10) fully paid and non-assessable shares of Common Stock. The Company claims an
exemption  from  registration  afforded  by  Section  4(2)  of the Act since the
foregoing  issuance  did  not  involve a public offering, the recipient took the
shares  for  investment and not resale and the Company took appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuances and no underwriting discounts were paid by the Company.

                                      II-4


     In  December  2004,  the  Company issued Steven Parker warrants to purchase
200,000  shares  of the Company's common stock at an exercise price of $1.02 per
share  of  common stock in consideration for Mr. Parker entering into a contract
of  employment with a subsidiary of the Company. The Company claims an exemption
from  registration  afforded  by  Section  4(2)  of  the Act since the foregoing
issuance  did not involve a public offering, the recipient took the warrants for
investment  and not resale and the Company took appropriate measures to restrict
transfer.  No underwriters or agents were involved in the foregoing issuance and
no underwriting discounts were paid by the Company.

     In  December  2004,  the  Company issued Toni Pallatto warrants to purchase
25,000  shares  of  the Company's common stock at an exercise price of $1.02 per
share of common stock in consideration for Ms. Pallatto entering into a contract
of  employment with a subsidiary of the Company. The Company claims an exemption
from  registration  afforded  by  Section  4(2)  of  the Act since the foregoing
issuance  did not involve a public offering, the recipient took the warrants for
investment  and not resale and the Company took appropriate measures to restrict
transfer.  No underwriters or agents were involved in the foregoing issuance and
no underwriting discounts were paid by the Company.

     In  December  2004,  the  Company  issued 120,000 shares of common stock to
Xpress  Ltd.,  of which Malcolm J. Wright, the Company's Chief Executive Officer
and  Chief  Financial  Officer, is the beneficial owner, 10,000 shares of common
stock  to  James  Leaderer,  a  director of the Company, 20,000 shares of common
stock  to  an entity and 10,000 shares of common stock to an employee of Hickory
(or  an  aggregate  of 160,000 shares of common stock) for various services that
they  provided to the Company. The Company claims an exemption from registration
afforded  by  Section  4(2)  of  the  Act  since the foregoing issuances did not
involve  a  public offering, the recipients had access to information that would
be  included in a registration statement, took the shares for investment and not
resale  and  the  Company  took  appropriate  measures  to restrict transfer. No
underwriters  or  agents  were  involved  in  the  foregoing  issuances  and  no
underwriting discounts were paid by the Company.

     In  March  2005,  the Company cancelled an aggregate of 3,988,700 shares of
common  stock,  of  which  3,791,700  shares had been returned to the Company by
Vyrtex  Limited  in June 2002 in connection with the reverse merger, and 197,000
shares  had  been  authorized for issuance in June 2002, but never cancelled, in
connection with the reverse merger.

     In  June 2005, the Company issued to Arvimex an aggregate of 160,000 shares
of  the Company's common stock upon the exercise of warrants at $0.001 per share
(or $160). The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the recipient took the shares for investment and not resale and the Company took
appropriate  measures  to  restrict  transfer.  No  underwriters  or agents were
involved  in  the foregoing issuances and no underwriting discounts were paid by
the Company.

ITEM 27. EXHIBITS

EXHIBIT NO.     DESCRIPTION OF EXHIBIT

2.1 (1)     Stock Purchase Agreement

3.1 (2)     Articles of Incorporation

3.2 (3)     Amended and Restated Bylaws

3.3 (3)     Amended and Restated Articles of Incorporation filed July 24, 2002

3.4 (3)     Certificate of Amendment of Amended and Restated Articles of
            Incorporation filed July 24, 2002

4.1 (3)     Certificate of Designation of Series A Convertible Preferred Stock

4.2 (5)     Certificate of Designation of Series B Convertible Preferred Stock

4.3 (5)     Certificate of Designation of Series C Convertible Preferred Stock

4.4 (10)    Amended and Restated Certificate of Designation of Series C
            Convertible Preferred Stock

4.5 (21)    Corrected Certificate of Designation of Series E Convertible
            Preferred Stock, which replaces the Form of Certificate of 
            Designation of Series E Convertible Preferred Stock, filed as
            Exhibit 1 to the Registrant's Form 8-K on April 12, 2004

4.6 (18)    Certificate of Designation of Series F Convertible Preferred Stock,
            which replaces the Form of Certificate of Designation of Series F 
            Convertible Preferred Stock, filed as Exhibit 3.1 to the
            Registrant's Form 8-K on January 6, 2005

5.1*        Opinion and consent of David M. Loev, Attorney at Law re: the 
            legality of the shares being registered

10.1 (3)    Stock Option Agreement with L. William Chiles Regarding Hickory
            Travel Systems, Inc.

10.2 (5)    Securities Purchase Agreement with Stanford Venture Capital
            Holdings, Inc. dated January 29, 2003

10.3 (5)    Registration Rights Agreement with Stanford dated January 29, 2003

10.4 (5)    Securities Purchase Agreement with Charles Ganz dated January 29, 
            2003

10.5 (5)    Asset Sale Agreement with Charles Ganz dated January 29, 2003

10.6 (5)    Registration Rights Agreement with Charles Ganz dated January 29,
            2003

10.7 (5)    Securities Purchase Agreement with Ted Gershon dated January 29,
            2003

                                      II-5


10.8 (5)    Asset Sale Agreement with Ted Gershon dated January 29, 2003

10.9 (5)    Registration Rights Agreement with Ted Gershon dated January 29,
            2003

10.10 (6)   Confirmation of Effective Date and Closing Date of $6,000,000 Line
            of Credit

10.11 (6)   Credit Agreement with Stanford for $6,000,000 Line of Credit

10.12 (6)   First Amendment to Credit Agreement with Stanford for $6,000,000
            Line of Credit

10.13 (6)   Mortgage Modification and Restatement Agreement between Tierra Del
            Sol Resort Inc., formerly Sunstone Golf Resort, Inc. ("TDSR") and 
            Stanford dated December 18, 2003

10.14 (6)   Registration Rights Agreement with Stanford dated December 18, 2003

10.15 (6)   Florida Mortgage and Security Agreement securing the $6,000,000
            Line of Credit

10.16 (6)   Second Florida Mortgage and Security Agreement securing the
            $6,000,000 Line of Credit

10.17 (6)   Security Agreement by Caribbean Leisure Marketing Limited and
            American Leisure Marketing and Technology Inc. dated December 18,
            2003, securing the $6,000,000 Line of Credit

10.18 (6)   Warrants issued to Daniel T. Bogar to purchase 168,750 shares at
            $2.96 per share

10.19 (7)   Warrants issued to Arvimex, Inc. to purchase 120,000 shares at
            $0.001 per share

10.20 (7)   Warrant Purchase Agreement with Stanford to purchase 600,000
            shares at $0.001 per share and 1,350,000 shares at $2.96 per share

10.21 (7)   Warrants issued to Arvimex to purchase 270,000 shares at $2.96 per
            share

10.22 (10)  Credit Agreement with Stanford for $1,000,000 Credit Facility

10.23 (10)  Credit Agreement with Stanford for $3,000,000 Credit Facility

10.24 (10)  Instrument of Warrant Repricing to purchase 1,350,000 shares at
            $0.001 per share

10.25 (10)  Warrant Purchase Agreement with Stanford to purchase 500,000
            shares at $5.00 per share

10.26 (10)  Registration Rights Agreement with Stanford dated June 17, 2004

10.27 (9)   Agreement and First Amendment to Agreement to Purchase Galileo
            Notes with GCD Acquisition Corp. ("GCD"), dated March 19, 2004 and
            March 29, 2004, respectively

10.28 (9)   Assignment Agreement for Security for Galileo Notes

10.29 (18)  Bridge Loan Note for $6,000,000 issued by Around The World Travel,
            Inc. in favor of Galileo International, LLC and acquired by the
            Registrant

10.30 (18)  Third Amended and Restated Acquisition Loan Note for $6,000,000
            issued by Around The World Travel, Inc. in favor of Galileo 
            International, LLC and acquired by the Registrant

10.31 (18)  Amended and Restated Initial Loan Note for $7,200,000 issued by 
            Around The World Travel in favor of Galileo and acquired by the 
            Registrant

10.32 (18)  Promissory Note for $5,000,000 issued by Around The World Travel,
            Inc. in favor of CNG Hotels, Ltd. and assumed by the Registrant

10.33 (18)  Promissory Note for $2,515,000 issued by TDSR in favor of Arvimex
            and Allonge dated January 31, 2000

10.34 (18)  Registration Rights Agreement with Arvimex dated January 23, 2004

10.35 (13)  Development Agreement between TDSR and American Leisure Real
            Estate Group, Inc.

10.36 (14)  Exclusive Sales and Marketing Agreement between TDSR and Xpress Ltd.

10.37 (15)  Asset Purchase Agreement with Around The World Travel, Inc. for
            TraveLeaders

10.38 (16)  Operating Agreement between American Leisure Hospitality Group, Inc.
            and Sonesta Orlando, Inc., dated January 29, 2005

10.39 (17)  Second Re-Instatement and Second Amendment to Contract of Advantage
            Professional Management Group, Inc. to sale unimproved land in
            Davenport, Florida to Thirteen Davenport, LLC

10.40 (17)  Purchase Agreement between Advantage Professional Management Group,
            Inc. and Paradise Development Group, Inc. to sale part of unimproved
            land in Davenport, Florida

10.41 (17)  First Amendment to Purchase Agreement between Advantage Professional
            Management Group, Inc. and Paradise Development Group, Inc. to sale
            part of unimproved land in Davenport, Florida

10.42 (17)  Assignment of Purchase Agreement, as amended, to Thirteen Davenport,
            LLC to sale part of unimproved land in Davenport, Florida

10.43 (21)  Note and Mortgage Modification Agreement dated May 12, 2005,
            regarding a Promissory Note in the original amount of $985,000 dated
            January 31, 2000, issued by TDSR in favor of Raster Investments, 
            Inc. and a Mortgage in favor of Raster Investments, Inc.

10.44 (21)  First Amendment to Asset Purchase Agreement with Around The World
            Travel, Inc. for TraveLeaders dated March 31, 2005

                                      II-6


10.45*      Management Agreement with Around The World Travel, Inc. dated 
            January 1, 2005

10.46*      License Agreement with Around The World Travel, Inc. dated 
            January 1, 2005

10.47*      Agreement with Shadmore Trust U/A/D dated April 1, 2004 to acquire
            common stock, preferred stock and indebtedness of AWT

10.48*      Promissory Note for $1,698,340 issued by the Registrant in favor of
            Shadmore Trust U/A/D and dated April 1, 2004

10.49*      Stock Purchase Agreement dated April 12, 2004 to acquire preferred
            stock of Around The World Travel, Inc.

10.50*      Additional $1.25M issued by the Registrant in favor of Stanford and
            dated November 15, 2004.

10.51*      Third Amendment to Credit Agreement with Stanford for $1,000,000 and
            Second Additional Stock Pledge Agreement dated December 13, 2004

10.52*      Second Renewal Promissory Note for $1,355,000 issued by the
            Registrant in favor of Stanford and dated December 13, 2004

10.53*      Agreement dated March 17, 2005, to Terminate Right of First Refusal
            Agreement and Amend Registration Rights Agreement with Stanford

10.54*      Warrant Agreement and Warrants to Malcolm J. Wright to purchase
            100,000 shares at $1.02 per share

10.55*      Warrant Agreement and Warrants to L. William Chiles to purchase
            100,000 shares at $1.02 per share

10.56*      Warrant Agreement and Warrants to T. Gene Prescott to purchase
            100,000 shares at $1.02 per share

10.57*      Warrant Agreement and Warrants to Charles J. Fernandez to purchase
            100,000 shares at $1.02 per share

10.58*      Warrant Agreement and Warrant to Stephen Parker to purchase 200,000
            shares at $1.02 per share

10.59*      Warrant Agreement and Warrants to Toni Pallatto to purchase 25,000
            shares at $1.02 per share

10.60*      Employment Agreement, as amended, between L. William Chiles and
            Hickory Travel Systems, Inc.

10.61*      Employment Agreement between L. William Chiles and the Registrant

10.62*      First Amendment to $3 Million Credit Agreement

10.63*      Instrument of Warrant Repricing to purchase 100,000 shares at 
            $0.001 per share

16.1 (3)    Letter from J.S. Osborn, P.C. dated August 1, 2002

16.2 (4)    Letter from J.S. Osborn, P.C. dated May 22, 2003

16.3 (11)   Letter from J.S. Osborn, P.C. dated August 17, 2004

16.4 (11)   Letter from Charles Smith

16.5 (11)   Letter from Marc Lumer & Company

16.6 (11)   Letter from Byrd & Gantt, CPA's, P.A.

16.7 (12)   Letter from Malone & Bailey, PLLC

16.8 (19)   Letter from Bateman & Co., Inc., P.C.

21   (18)   Subsidiaries of American Leisure Holdings, Inc.

23.1*       Consent of Lopez, Blevins, Bork & Associates, LLP

23.2 (20)   Consent of David M. Loev, Attorney at Law

99.1 (6)    Personal Guarantee by Malcolm J. Wright guaranteeing the $6,000,000
            Line of Credit

99.2 (10)   Letter to the Shareholders of Around The World Travel, Inc.

99.3*       Renewal Guaranty of Malcolm J. Wright dated May 12, 2005, 
            guaranteeing the note issued to Grand Bank & Trust of Florida

99.4*       Renewal Guaranty of L. William Chiles dated May 12, 2005, 
            guaranteeing the note issued to Grand Bank & Trust of Florida

* Filed herein.

(1)  Filed  as  Exhibit  2.1  to  the  Registrant's  Form  8-K on June 28, 2002,
     and incorporated herein by reference.

(2)  Filed  as  Exhibit  3.1  to  the  Registrant's  Form  SB-1  on  October 20,
     2000, and incorporated herein by reference.

(3)  Filed  as  Exhibits  3.4,  3.1,  3.2, 3.3, 10.2, and 16.1, respectively, to
     the Registrant's Form 10-QSB on August 19, 2002, and incorporated herein by
     reference.

(4)  Filed  as  Exhibit  16.1  to  the  Registrant's  Form  8-K on May 23, 2003,
     and incorporated herein by reference.

(5)  Filed  as  Exhibits  99.2,  99.1,  99.3,  99.5,  99.6,  99.7,  99.8,  99.9,
     99.10  and  99.11, respectively, to the Registrant's Form 10-KSB on May 23,
     2003, and incorporated herein by reference.

(6)  Filed  as  Exhibits  99.1,  99.2,  99.3,  99.4,  99.7,  99.8,  99.9, 99.10,
     99.11  and  99.5,  respectively,  to  the Registrant's Form 8-K on April 1,
     2004, and incorporated herein by reference.

                                      II-7


(7)  Filed  as  Exhibits  99.11,  99.12  and  99.13,  respectively,  to  the
     Registrant's  Form  10-QSB  on  May  25,  2004,  and incorporated herein by
     reference.

(8)  Filed  as  Exhibit  99.1  to  the Registrant's Form 10-KSB on May 21, 2004,
     and incorporated herein by reference.

(9)  Filed  as  Exhibits  99.1  and  99.2,  respectively,  to  the  Registrant's
     Form 8-K on April 6, 2004, and incorporated herein by reference.

(10) Filed  as  Exhibits  3.1,  10.1,  10.2,  10.3,  10.4,  10.5  and  99.2,
     respectively,  to the Registrant's Forms 8-K/A filed on August 6, 2004, and
     incorporated herein by reference.

(11) Filed  as  Exhibits  16.2,  16.3,  16.4  and  16.5,  respectively,  to  the
     Registrant's  Forms 8-K/A filed on August 18, 2004, and incorporated herein
     by reference.

(12) Filed  as  Exhibit  16.1  to  the Registrant's Form 8-K on August 18, 2004,
     and incorporated herein by reference.

(13) Filed  as  Exhibit  10.6  to  the  Registrant's  Form  10-QSB on August 20,
     2004, and incorporated herein by reference.

(14) Filed  as  Exhibit  10.6  to  the Registrant's Form 10-QSB/A on December 8,
     2004, and incorporated herein by reference.

(15) Filed  as  Exhibit  10.1  to  the Registrant's Form 8-K on January 6, 2005,
     and incorporated herein by reference.

(16) Filed  as  Exhibit  10.1  to  the  Registrant's  Form  8-K  on  February 2,
     2005, and incorporated herein by reference.

(17) Filed  as  Exhibits  10.1,  10.2,  10.3  and  10.4,  respectively,  to  the
     Registrant's  Form  8-K  on  March  14,  2005,  and  incorporated herein by
     reference.

(18) Filed  as  Exhibits  4.6,  10.29,  10.30,  10.31,  10.32, 10.33, and 10.34,
     respectively,  to  the  Registrant's  Form  10-KSB  on  March 31, 2005, and
     incorporated herein by reference.

(19) Filed  as  Exhibit  16.2  to  the  Registrant's Form 8-K on March 28, 2005,
     and incorporated herein by reference.

(20) Included in Exhibit 5.1. 

(21) Filed  as  Exhibits  4.5, 10.43 and 10.44, respectively to the Registrant's
     Form  10-QSB  on  May  23,  2005, and incorporated herein by reference.

ITEM  28.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

     (1)  To  file, during any period in which the selling stockholders offer or
sell securities, a post-effective amendment to this registration statement to:

          (i)  Include  any  prospectus  required  by  Sections  10(a)(3) of the
               Securities Act;

          (ii) Reflect  in  the  prospectus  any  facts  or  events  which,
               individually  or  together, represent a fundamental change in the
               information  set  forth  in  the  Registration  Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in  volume  and  price represent no more than a 20%
               change  in  the maximum aggregate offering price set forth in the
               "Calculation  of  Registration  Fee"  table  in  the  effective
               registration statement;

          (iii) Include  any  additional  or  changed  material  information  on
               the plan of distribution;

     (2) That, for the purpose of determining any liability under the Securities
Act, to treat each such post-effective amendment as a new registration statement
relating  to  the securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

     (3)  To  file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of  1933  (the  "Act")  may  be permitted to directors, officers and controlling
persons  of  the  small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

     In  the  event  that  a  claim for indemnification against such liabilities
(other  than  the  payment  by the small business issuer of expenses incurred or
paid  by  a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has  been  settled  by  controlling precedent, submit to a court of
appropriate  jurisdiction  the  question  whether  such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                      II-8


                                   SIGNATURES

     In  accordance  with  the  requirements  of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  of  filing  on Form SB-2 and authorized this registration
statement  to be signed on our behalf by the undersigned, in the City of Orlando
State  of  Florida  on  June  30,  2005.

                              AMERICAN  LEISURE  HOLDINGS,  INC.
     

                              By:  /s/Malcolm  J.  Wright
                                  ----------------------
                              Name:  Malcolm  J.  Wright
                              Title: Chief  Executive  Officer



     In  accordance  with  the  requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  dates  stated:

SIGNATURE                             TITLE                             DATE

By: /s/ Malcolm J. Wright
    ---------------------
    Malcolm J. Wright       Chief Executive Officer,               June 30, 2005
                            Principal Financial Officer,
                            Chief Financial Officer and Director  

By:  /s/L.  William  Chiles
     ----------------------
     L. William Chiles      Director                               June 30, 2005

By:  /s/  James  Leaderer
     --------------------
     James Leaderer         Director                               June 30, 2005


                                      II-9