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

                                 FORM 10-QSB/A
                                Amendment No. 2
(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT
     OF 1934

                  For the quarterly period ended June 30, 2006

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT

           For the transition period from __________  to ____________

                        Commission file number 333-48312

                         AMERICAN LEISURE HOLDINGS, INC.
                         -------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                       75-2877111
             ------                                       ----------
  (State or other jurisdiction of             (IRS Employer Identification No.)
   incorporation or organization)

                     2460 Sand Lake Road, Orlando, FL 32809
                     --------------------------------------
                    (Address of principal executive offices)

                                 (407)-251-2240
                                 --------------
                         (Registrant's telephone number)

Check  whether  the registrant (1) has filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days. Yes [X]
No [ ].

As  of  August  18,  2006,  10,642,974 shares of Common Stock of the issuer were
outstanding.





Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  Yes  [ ]  No  [X].


The  registrant has restated the financial statements for the six  months  ended
June  30,  2006  to  include  the gross  revenues and  expenses for the business
that  was  acquired  from  Around  the  World  Travel on December 31, 2004.  The
revenues and expenses were previously reported on a net basis. This amended Form
10-QSB includes these restated financial statements and certain revisions to the
related disclosure  in  "Item 2. Management's Discussion and Analysis or Plan of
Operation" including the  disclosure  under  the  heading  "Risk  Factors."  The
financial information and related disclosure is current through June 30,  2006,
unless otherwise stated.  None  of the  other sections of  this  amended  report
on Form 10-QSB have been amended or updated since the Registrant's  amended Form
10-QSB filed in March 2007, and investors are therefore cautioned to  review the
Registrant's most recent periodic and current report  filings  for  updated  and
current  information  regarding  the  Registrant's  operations  and  results  of
operations.



Other than the items mentioned above, this Amended Report on Form 10-QSB remains
substantially similar to the amended Form 10-QSB/A filed with the Securities and
Exchange  Commission  on  March  7,  2007,  and  investors  should  review  the
Registrant's  more  recent periodic and current report filings to obtain current
information  about the Registrant's business operations and financial condition.

                                       2



                          PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




                           AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS
                              AS OF JUNE 30, 2006 AND DECEMBER 31, 2005



                                                                            JUNE 30,     DECEMBER 31,
                                                                              2006           2005
                                                                         -------------  -------------
                                                                           UNAUDITED
                                                                                        
ASSETS
CURRENT ASSETS:
    Cash                                                                 $   3,641,725  $     225,055
    Cash - restricted                                                       19,254,793     13,175,354
    Accounts receivable, net                                                   822,827      2,043,141
    Other receivable                                                         7,199,711      6,587,357
    Prepaid expenses and other                                                 119,387         99,418
                                                                         -------------  -------------
             Total Current Assets                                           31,038,443     22,130,325
                                                                         -------------  -------------

PROPERTY AND EQUIPMENT, NET                                                  1,595,774      4,583,853
                                                                         -------------  -------------

LAND HELD FOR DEVELOPMENT                                                   50,480,540     34,695,281
                                                                         -------------  -------------

OTHER ASSETS
     Prepaid sales commissions                                               8,776,125      7,770,949
     Prepaid sales commissions - affiliated entity                           3,354,823      3,516,209
     Investment-senior notes                                                 5,170,000      5,170,000
     Goodwill                                                                5,925,437      5,925,437
     Trademark                                                                 962,500        975,000
     Other                                                                   3,131,422      5,156,193
                                                                         -------------  -------------
             Total Other Assets                                             27,320,307     28,513,788
                                                                         -------------  -------------

TOTAL ASSETS                                                             $ 110,435,064  $  89,923,247
                                                                         =============  =============

                                        3


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable              $  16,870,617  $   1,790,808
     Current maturities of notes payable-related parties                     4,455,159      1,268,101
     Accounts payable and accrued expenses                                   3,058,521      3,782,822
     Accrued expenses - officers                                             2,370,500      3,393,500
     Other                                                                     639,960        285,443
                                                                         -------------  -------------
             Total Current Liabilities                                      27,394,757     10,520,674

Long-term debt and notes payable                                            34,478,693     34,532,851
Put liability                                                                  985,000        985,000
Deposits on unit pre-sales                                                  38,892,397     37,666,368
                                                                         -------------  -------------
             Total liabilities                                             101,750,847     83,704,893
                                                                         -------------  -------------
Commitments and contingencies

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       1,000,000 Series "A" shares issued and outstanding at
      June 30, 2006 and December 31, 2005                                       10,000         10,000
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,825 Series "B" shares issued and outstanding at
      June 30, 2006 and December 31, 2005                                           28             28
     Preferred stock, 28,000 shares authorized; $.01 par value
      27,189 Series "C" shares issued and outstanding at
      June 30, 2006 and December 31, 2005                                          272            272
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 Series "E" shares issued and outstanding at June 30, 2006
       and December 31, 2005                                                        24             24
     Preferred stock; 150,000 shares authorized; $.01 par value;
       0 and 0 Series "F" shares issued and outstanding at
      June 30, 2006 and December 31, 2005                                            -              -

     Common stock, $.001 par value; 100,000,000 shares authorized;
       10,642,974 shares issued and outstanding at  June 30, 2006 and
       10,334,974 shares issued and outstanding at  December 31, 2005           10,643         10,335

     Additional paid-in capital                                             20,173,900     19,697,115

     Accumulated deficit                                                   (11,510,650)   (13,499,420)
                                                                         -------------  -------------
             Total Stockholders' Equity                                      8,684,217      6,218,354
                                                                         -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $ 110,435,064  $  89,923,247
                                                                         =============  =============

                                See accompanying notes to financial statements.

                                        4






                                    AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                   THREE AND SIX MONTHS ENDED JUNE 30, 2006 AND 2005



                                                SIX MONTHS ENDED  SIX MONTHS ENDED  THREE MONTHS ENDED  THREE MONTHS ENDED
                                                  JUNE 30, 2006     JUNE 30, 2005      JUNE 30, 2006       JUNE 30, 2005
                                                   ------------      ------------       ------------        ------------
                                                    UNAUDITED          UNAUDITED          UNAUDITED          UNAUDITED
                                                     Restated           Restated          Restated            Restated
                                                                                                    
Revenue
    Operating Revenues                             $ 12,870,320      $ 10,016,551      $   6,490,947        $ 6,340,081
    Undeveloped Land Sales                           13,129,246         4,132,911                  -                  -
                                                   ------------      ------------       ------------        ------------

Total Revenue                                        25,999,566        14,149,462          6,490,947          6,340,081

Cost of Travel Revenues                             (12,389,822)       (9,896,392)        (6,195,596)        (6,232,429)
Cost of Undeveloped Land Sales                       (9,796,634)       (3,062,990)                 -                  -
                                                   ------------      ------------       ------------        ------------

Gross Margin                                          3,813,110         1,190,080            295,351            107,652

Operating Expenses:
    Depreciation and amortization                      (361,735)         (360,760)         (159,993)          (179,537)
    General and administrative expenses              (1,688,762)       (1,447,384)         (881,071)          (619,737)
                                                   ------------      ------------       ------------        ------------

Income (Loss) from Continuing Operations              1,762,613          (618,064)         (745,713)          (691,618)

Interest Expense                                     (2,517,382)         (736,845)        (1,277,234)         (343,526)
                                                    -----------      ------------       ------------        -----------
Income (Loss) from Continuing Operations
  before Income Taxes                                  (754,769)       (1,354,909)        (2,022,947)        (1,035,144)

PROVISIONS FOR INCOME TAXES                              (1,399)                -                  -                   -
                                                   ------------      ------------       ------------        ------------

NET INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                           (756,168)       (1,354,909)        (2,022,947)        (1,035,144)

GAIN(LOSS) FROM DISCONTINUED OPERATIONS             2,744,938         (588,936)          2,869,189           (354,518)
                                                   ------------      ------------       ------------        ------------

NET INCOME (LOSS)                                  $  1,988,769      $ (1,943,845)      $    846,242        $(1,389,662)
                                                   ============      ============       ============        ============

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                            $      0.12        $     (0.26)       $      0.05        $     (0.17)
                                                   ============      ============       ============        ============

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                             10,631,814         10,001,841         10,642,974          10,025,447
                                                   ============      ============       ============        ============


                                 See accompanying notes to financial statements.

                                        5





                              AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  SIX MONTHS ENDED JUNE 30, 2006 AND 2005

                                                                          SIX MONTHS ENDED  SIX MONTHS ENDED
                                                                            JUNE 30, 2006    JUNE 30, 2005
                                                                            -------------    ------------
                                                                              UNAUDITED        UNAUDITED
                                                                               Restated
                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                      $  1,988,769      $(1,943,845)
     Adjustments to reconcile net income (loss) to net cash provided by
          (used in) operating activities:
             Depreciation and amortization                                       834,075          813,927
             Non-cash interest expense                                         1,477,348          736,845
             Non-cash warrant compensation                                       110,253                -
          Gain on sale of subsidiary                                          (2,988,082)               -
          Changes in assets and liabilities:
             Decrease in accounts receivable and other receivables             1,220,314        2,777,175
             Decrease (increase) in prepaid expenses and other                  (136,586)       1,435,342
             Increase in prepaid sales commissions                              (843,790)      (2,377,321)
            (Increase) decrease in land held for development                    (785,259)      (5,238,206)
             Increase in shareholder advances and notes payable                        -          141,635
             Increase in deposits on unit pre-sales                            1,226,029       11,971,662
             Decrease in customer deposits                                             -       (2,752,535)
             (Decrease) increase in accounts payable and accrued expenses        920,392       (5,015,865)
                                                                            ------------     ------------

             Net cash provided by operating activities                         3,023,463          548,814
                                                                            ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of fixed assets                                                 (90,371)         (77,576)
     Acquisition of AWT assets                                                         -       10,602,635
     Increase in restricted cash                                              (6,079,439)               -
                                                                            ------------     ------------

             Net cash provided by (used in) investing activities              (6,169,809)      10,525,059
                                                                            ------------     ------------


                                        6


CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of debt                                                            (731,371)      (6,114,651)
     Proceeds from notes payable                                               7,294,080                -
     Proceeds from exercise of warrants                                              308                -
     Payments of notes payable - related parties                                       -         (717,969)
                                                                            ------------     ------------

             Net cash provided (used) by financing activities                  6,563,017       (6,832,620)
                                                                            ------------     ------------

             Net increase in cash                                              3,416,670        4,241,253

CASH AT BEGINNING PERIOD                                                         225,055        2,266,042
                                                                            ------------     ------------

CASH AT END OF PERIOD                                                       $  3,641,725     $  6,507,295
                                                                            ============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                 $    451,453     $    696,065
                                                                            ============     ============
     Cash paid for income taxes                                             $          -     $          -
                                                                            ============     ============

SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTION:
     Purchase of land held for development for notes payable                $ 15,000,000     $          -
                                                                            ============     ============

                              See accompanying notes to financial statements.

                                        7



AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
June 30, 2006
(Unaudited)

NOTE A - PRESENTATION

The balance sheets of the Company as of June 30, 2006 and December 31, 2005, the
related consolidated statements of operations for the three and six months ended
June  30,  2006  and 2005, and the consolidated statements of cash flows for the
six months ended June 30, 2006 and 2005, (the 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  and  six  months  ended  June  30, 2006 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 restated
Financial  Statements  and  notes thereto included in the Company's December 31,
2005,  Form 10-KSB, the Company's March 31, 2006 Form 10-QSB/A and the Company's
Forms  8K  and  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 and other property sales, revenues
will  be recognized upon the Orlando property and other property sales, upon the
close  of  escrow  for  the  sales  of  its  real  estate.

Revenues  from  travel, call center and other segments 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.

Costs  associated  with  the  acquisition  and  development,  architectural  and
engineering costs of vacation resorts, including carrying costs such as interest
and taxes, are capitalized as land held for development and will be allocated to
cost  of  real  estate  sold  as  the  respective  revenues  are  recognized.

Revenues  from  our wholly owned subsidiary ALEC are recognized as earned, which
is  primarily  at  the  time  of  delivery of the related service. Specifically,
commission  revenues  for  cruises,  hotel  and  car rentals are recognized upon
completion  of  travel,  hotel stay or car rental. Commission fees for ticketing
are  recognized  at  the  time  of  departure.


NOTE C - PROPERTY AND EQUIPMENT, NET

As of June 30, 2006, property and equipment consisted of the following:

                                           Useful
                                           Lives                Amount
                                         ----------           ----------
Equipment                                   3-5               $4,401,620
Furniture & fixtures                        5-7                1,629,196
                                                              ----------
Subtotal                                                       6,030,816
Less: accumulated depreciation and amortization                4,435,042
                                                              ----------
Property and equipment, net                                   $1,595,774
                                                              ==========

                                        8



Depreciation expense for the six-month and three-month period ended June 30,
2006 amounts to $834,075 and $418,703 respectively.

NOTE D - NOTES PAYABLE - RELATED PARTIES

The current maturities of notes payable - related parties is as follows:

Tri-County Road Ventures LLC                                  $3,721,997
Officers of Hickory Travel Services                              408,900
Peter Webb                                                       124,262
Shareholders of Hickory Travel Services                          180,000
Others                                                            20,000
                                                              ----------
Notes payable - related parties                               $4,455,159
                                                              ==========

The  current  portion  of notes payable includes amounts owed to the officers of
Hickory  Travel  Systems,  Inc.,  a  subsidiary  of the Company in the amount of
$408,900.  $117,945  of  such amount is owed to L. William Chiles, a Director of
the  Company.

Included in long-term debt and notes payable are obligations to the following
related parties:

Officers of Hickory Travel Services                             $372,803
                                                              ----------
Related party debt and notes                                    $372,803
                                                              ==========

$89,758 of this amount is owed to L. William Chiles, a Director of the Company.

NOTE E - RELATED PARTY TRANSACTIONS

The Company accrues salaries payable to Malcolm Wright in the amount of $800,000
per  year (and $550,000 per year in 2002 and 2003) with interest at 12%. In June
2006,  Malcolm Wright was paid $1,540,500 of the accrued salaries that consisted
of  accrued  salaries of $1,275,000 and accrued interest of $265,500. As of June
30,  2006,  the  amount  of  salaries  payable  accrued to Mr. Wright amounts to
$1,825,000  plus  accrued  interest  on  those  salaries  of  $341,250.

The Company accrued 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
$224,500.

                                        9



Malcolm  Wright  is  the  majority  shareholder  of American Leisure Real Estate
Group,  Inc.  (ALRG). On November 3, 2003 Tierra Del Sol Resort ("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 June 30, 2006 the total costs
plus  fees  amounted  to  $22,398,243.

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 3% of the total
sales  prices  received by TDSR payable in two installments: one-half of the fee
is  paid  when  the  rescission period has elapsed in a unit sales agreement and
one-half  is  paid  upon the conveyance of the unit. The agreement also provides
for  a  marketing  fee  of  1.5% of the total sales prices received by TDSR. The
marketing  fee  is  paid when the first segment of the sales fee is paid. During
the period since the contract was entered into and ended June 30, 2006 the total
sales amounted to approximately $223,654,843. As a result of the sales, TDSR was
obligated to pay Xpress a fee of $6,709,645, consisting of one-half of the sales
fee  and  the  full amount of the marketing fee. As of June 30, 2006, $6,765,244
has  been paid to Xpress. Based on the sales contracts as of June 30, 2006, TDSR
will  be  obligated  to  pay Xpress $3,354,823, the other half of the sales fee,
upon  the  conveyance  of  the  units.


Effective June 30, 2006, we sold our subsidiary Caribbean Leisure Marketing Ltd.
("CLM"),  CLM  owns  a  49% interest in Caribbean Media Group, Inc. (call center
operations),  to  Stanford  International  Bank,  Ltd.  ("SIBL") in exchange for
promissory  notes  in the amounts of $1,250,000 and $2,100,000 and $2,313,175 of
fees  and  accrued  interest. The sale resulted in a gain of $2,988,082. We also
issued  355,000  warrants  at  an exercise price of $10.00 expiring on April 30,
2008.  This  was  recorded  as  discontinued  operations.


NOTE F - NET INCOME (LOSS) PER SHARE

Dividends have not been declared on the Company's cumulative preferred stock.
The accumulated dividends are deducted from Net Loss to arrive at Net income
(loss) per share as follows:

                                       10






Description                    Six months      Six months  Three months   Three months
                                 ended           ended        ended          ended
                                6/30/2006      6/30/2005    6/30/2006      6/30/2005
                               -----------    ----------    ---------      ---------
                                                                  
NET INCOME (LOSS)
  (as reported)                  1,988,769    (1,943,845)     846,242     (1,389,662)

UNDECLARED PREFERRED
STOCK DIVIDEND                    (713,955)     (713,616)    (358,950)      (358,779)
                               -----------    ----------     ---------      ---------
NET LOSS AFTER PREFERRED
STOCK DIVIDEND                   1,274,814    (2,657,461)     487,292     (1,748,441)

NET INCOME (LOSS) PER SHARE
  BASIC AND DILUTED                   0.12         (0.26)        0.05          (0.17)


NOTE G - SHARES FOR SERVICES

In  December  2004, FASB issued a revision to SFAS 123 (also known as SFAS 123R)
that  amends  existing  accounting  pronouncements  for  share-based  payment
transactions  in  which an enterprise receives employee and certain non-employee
services  in  exchange  for  (a)  equity  instruments  of  the enterprise or (b)
liabilities  that  are  based  on  the  fair  value  of  the enterprise's equity
instruments  or  that may be settled by the issuance of such equity instruments.
SFAS  123R  eliminates  the  ability  to  account  for  share-based compensation
transactions  using APB 25 and generally requires such transactions be accounted
for  using  a  fair-value-based  method.  SFAS  123R's  effective  date would be
applicable  for  awards that are granted, modified, become vested, or settled in
cash  in  interim or annual periods beginning after December 15, 2005. SFAS 123R
includes  three transition methods: a prospective method, a modified prospective
method  and  a  retroactive  method.  The Company adopted SFAS 123R in the first
quarter  of  the  fiscal  year  ending  December  31,  2006.

In  accordance  with  SFAS  No.  123R we have recorded approximately $110,000 as
stock  based  compensation  under the fair value method for the six months ended
June  30,  2006.  There  was no proforma stock based compensation under the fair
value  method  for  the  six  months  ended  June  30,  2005.

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  120% for 2006 and 196% for 2005 with no assumed
dividend  yield;  and  expected  lives  of  five  years.

During the six months ended June 30, 2006 the Company issued 200,000 warrants to
two  executives  of the Company (100,000 to Michael Crosbie as Corporate General
Counsel,  Executive  Vice  President and Secretary of the Company and 100,000 to
Jeff  Scott as President of Hickory Travel Services); for each executive, 50,000
were  immediately  vested and the other 50,000 will vest in equal amounts in the
next  two years. In addition, 450,000 warrants were issued to Malcolm Wright for
debt  guarantees  related to the acquisition of land held for development during

                                       11



the  six  months  ended  June  30, 2006. As noted in Note E above, in June 2006,
355,000  warrants were issued to Stanford International Bank Ltd. to replace the
equity  conversion  feature  that  was  to  expire  on  April  30,  2007,  of an
outstanding  loan with Stanford International Bank Limited. As of June 30, 2006,
there are 4,942,246 warrants outstanding to officers and directors and 2,546,000
warrants  outstanding  to third parties for a total outstanding of 7,488,246. In
January  2006, 308,000 warrants were exercised for the Company's common stock at
$.001 per share which increased the common stock outstanding to 10,642,974 share
and  $10,643.

NOTE H - OPERATING SEGMENTS

The  Company  has  adopted  the  provisions  of SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise  and  Related  Information".  At June 30, 2006, 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.

Tierra  Del  Sol,  Inc.  represent  the  Company's  Real  Estate segment, and is
planning  to  construct  a  972-unit  resort in Orlando, Florida on 122 acres of
undeveloped  land.  Vertical  development  on  the  townhomes  and  amenities is
scheduled  to  commence  in  the  summer of 2006. Presales commenced in February
2004.

Through  June  30,  2006, American Leisure operated a call center where revenues
were  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. Travel Unit
("Travel")  provides travel related services. For the six months ending June 30,
2006:


In (000's)     Real Estate      Travel    Elim.    Consol.
               ------------    -------  --------  --------

Revenue        $     14,269    $ 12,631  $  (900)  $ 26,000
Segment
income
(loss)         $       (356)    $   116   $ (900)  $ (1,140)
Total Assets   $    105,644    $12,024  $(7,233)  $110,435
Capital
expenditures   $          -    $    90  $     -   $     90
Depreciation   $        361    $   148  $   325   $    834

                                       12





For  the  six  months  ending  June  30,  2005:


In (000's)      Real Estate      Travel     Elim.      Consol.
               -------------    --------  ---------   --------

Revenue        $      5,486     $ 8,878   $    (215)  $  14,149
Segment
income
(loss)         $       (954)    $  (726)  $     325   $ (1,355)
Total Assets   $     83,159     $15,584   $  (8,820)  $ 89,923
Capital
expenditures   $         22     $    56   $       -   $     78
Depreciation   $        374     $   115   $     325   $    814

NOTE I - DISCONTINUED OPERATIONS


Effective  June  30,  2006,  we sold our subsidiary, Caribbean Leisure Marketing
Limited  ("CLM"),  to Stanford International Bank Limited ("SIBL") under a stock
purchase  agreement.  SIBL  was  expanding  their  call  center  business in the
Caribbean and CLM would provide them with both synergies and effective economies
of  scale  (in  terms  of  operations  and sales force) for expansion into other
markets.  In  connection  with the agreement, SIBL exchanged the following debts
which we owed to SIBL: a $1,250,000 promissory note and accrued interest thereon
through June 30, 2006; a $2,100,000 promissory note and accrued interest thereon
through  June  30,  2006; all accrued and unpaid interest on our $6,000,000 note
with SIBL as of June 30, 2006; all accrued and unpaid interest on our $3,000,000
promissory note payable to SIBL as of June 30, 2006; $220,652 of the $331,178 of
accrued  interest  on  our  $8,000,000  promissory note payable to SIBL, and all
accrued  fees  on our $6,000,000 letter of credit, which SIBL agreed to guaranty
in  connection  with  the  KeyBank  loans.



                                       13


Results of Operations for discontinued operations:



                                                Six months ended        Three months ended
                                                    June 30,                June 30,
                                               2006          2005        2006        2005
                                                                          
Call center services revenues
                                             $         -  $        -  $         -           -
                                             -----------  ----------  -----------  ----------

Revenue from discontinued operations                   -           -            -           -

Operating expenses                               371,122     374,141      182,387     193,669
                                             -----------  ----------  -----------  ----------

Net loss on discontinued operations             (371,122)   (374,141)    (182,387)   (193,669)

Interest expense                                 (12,266)          -      (12,266)          -

Equity in operations of unconsolidated sub.      140,244    (214,795)      75,760    (160,849)

Gain on sale of discontinued operations        2,988,082           -    2,988,082           -
                                             -----------  ----------  -----------  ----------

Gain (loss) on discontinued operations       $ 2,744,938  $ (588,936) $ 2,869,189  $ (354,518)
                                             ===========  ==========  ===========  ==========



In accordance with the provisions of Statement of Financial Accounting Standard,
Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No. 144"),
the  results of operations of the disposed assets and the losses related to this
sale  have  been classified as discontinued operations for all periods presented
in  the  accompanying  consolidated  statements  of  operations.


NOTE J - SUBSEQUENT EVENT

On  December  30,  2004,  American  Leisure  Equities  Corporation  (ALEC)  a
wholly-owned  subsidiary  of  American  Leisure,  entered into an Asset Purchase
Agreement  (hereinafter  referred  to as the "Original Purchase Agreement") with
Around  The  World  Travel,  Inc.  (AWT),  pursuant  to which AWT agreed to sell
substantially  all  of  its assets to ALEC. The parties agreed that the purchase
price  is  equal  to  the fair value of the Business, plus $1,500,000. Under the
terms of the Original Purchase Agreement, AWT conveyed to ALEC all of the assets
necessary to operate the Business, including substantially all of AWT's tangible

                                       14



and  intangible  assets and certain agreed liabilities. Pursuant to the terms of
the  Original  Purchase  Agreement,  AWT  and  ALEC  entered  into  a Management
Agreement,  under which AWT manages the Business on behalf of ALEC. AWT and ALEC
also  entered  into  a  License  Agreement,  under  which  ALEC  granted  AWT  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.

On  and effective as of August 1, 2006, the Management Agreement and the License
Agreement  was  terminated. Included in Other receivables is the amount from AWT
of  $5,222,903  which  is  composed  of  $2,020,691 for cumulative earnings from
January  1,  2005  and $3,202,212 for working capital advances made from ALEC to
AWT.


NOTE K - Reclassifications and Restatements


Certain  amounts  in  the  2005  financial  statements have been reclassified to
conform  to  the  2006 financial statement presentation. The Company recorded in
revenue the net gain on the sale of undeveloped land. The Company is now showing
undeveloped  land  sales  gross  and  the corresponding cost of undeveloped land
separately.  The  Company  is also recording the direct costs of travel services
and  reducing  operating  expenses.  The  Company  has  also  removed  CLM,  the
subsidiary  sold  (as  described  above)  and  has  shown  it  as  discontinued
operations.  The  Company  has  restated the three and six months ended June 30,
2006  and  2005. There is no change to the net loss for the three and six months
ended  June  30, 2006 and 2005, respectively. The restatement for:

                                       15





                                           As previously restated                     As Restated
SIX MONTHS ENDED 06/30/06                    SIX MONTHS ENDED       Increase       SIX MONTHS ENDED
                                                 06/30/06           (Decrease)         06/30/06
                                                                                 

Operating Revenues                       $             3,506,489   $ 9,363,831   $        12,870,320
---------------------------------------  ------------------------  ------------  --------------------
Undeveloped Land Sales                   $            13,129,246   $         -   $        13,129,246
---------------------------------------  ------------------------  ------------  --------------------
Total Revenue                            $            16,635,735   $ 9,363,831   $        25,999,566
---------------------------------------  ------------------------  ------------  --------------------
Cost of Service Revenues                 $            (2,499,956)  $(9,889,866)  $       (12,389,822)
---------------------------------------  ------------------------  ------------  --------------------
Cost of Undeveloped Land Sales           $            (9,796,634)  $         -   $        (9,796,634)
---------------------------------------  ------------------------  ------------  --------------------
Gross Margin                             $             4,339,145   $  (526,035)  $         3,813,110
---------------------------------------  ------------------------  ------------  --------------------
Depreciation and amortization            $              (414,476)  $    52,741   $          (361,735)
---------------------------------------  ------------------------  ------------  --------------------
General and administrative expenses      $            (2,162,057)  $   473,295   $        (1,688,762)
---------------------------------------  ------------------------  ------------  --------------------
Interest Expense                         $            (2,517,382)  $         -   $        (2,517,382)
---------------------------------------  ------------------------  ------------  --------------------
Provisions for Income taxes              $                (1,399)  $         -   $            (1,399)
---------------------------------------  ------------------------  ------------  --------------------
Gain(loss) from discontinued operations  $             2,744,938   $         -   $         2,744,938
---------------------------------------  ------------------------  ------------  --------------------
NET INCOME                               $             1,988,769   $         1   $         1,988,770
---------------------------------------  ------------------------  ------------  --------------------

                                           As previously restated                     As Restated
SIX MONTHS ENDED 06/30/05                    SIX MONTHS ENDED       Increase       SIX MONTHS ENDED
                                                 06/30/05           (Decrease)         06/30/05

Operating Revenues                       $             3,531,236   $ 6,485,315   $        10,016,551
---------------------------------------  ------------------------  ------------  --------------------
Undeveloped Land Sales                   $             4,352,672   $  (219,761)  $         4,132,911
---------------------------------------  ------------------------  ------------  --------------------
Total Revenue                            $             7,883,908   $ 6,265,554   $        14,149,462
---------------------------------------  ------------------------  ------------  --------------------
Cost of Service Revenues                 $            (2,568,007)  $(7,328,385)  $        (9,896,392)
---------------------------------------  ------------------------  ------------  --------------------
Cost of Undeveloped Land Sales           $            (3,384,988)  $   321,998   $        (3,062,990)
---------------------------------------  ------------------------  ------------  --------------------
Gross Margin                             $             1,930,913   $  (740,833)  $         1,190,080
---------------------------------------  ------------------------  ------------  --------------------
Depreciation and amortization            $              (416,044)  $    55,284   $          (360,760)
---------------------------------------  ------------------------  ------------  --------------------
General and administrative expenses      $            (2,132,933)  $   685,549   $        (1,447,384)
---------------------------------------  ------------------------  ------------  --------------------
Interest Expense                         $              (736,845)  $         -   $          (736,845)
---------------------------------------  ------------------------  ------------  --------------------
Provisions for Income taxes              $                     -   $         -   $                 -
---------------------------------------  ------------------------  ------------  --------------------
Gain(loss) from discontinued operations  $              (588,936)  $         -   $          (588,936)
---------------------------------------  ------------------------  ------------  --------------------
NET INCOME                               $            (1,943,845)  $         -   $        (1,943,845)
---------------------------------------  ------------------------  ------------  --------------------

                                           As previously restated                     As Restated
THREE MONTHS ENDED 06/30/06                  THREE MONTHS ENDED     Increase       THREE MONTHS ENDED
                                                 06/30/06           (Decrease)         06/30/06

Operating Revenues                       $             1,844,194   $ 4,646,753   $         6,490,947
---------------------------------------  ------------------------  ------------  --------------------
Total Revenue                            $             1,844,194   $ 4,646,753   $         6,490,947
---------------------------------------  ------------------------  ------------  --------------------
Cost of Service Revenues                 $            (1,286,550)  $(4,909,046)  $        (6,195,596)
---------------------------------------  ------------------------  ------------  --------------------
Gross Margin                             $               557,644   $  (262,293)  $           295,351
---------------------------------------  ------------------------  ------------  --------------------
Depreciation and amortization            $              (208,020)  $    48,027   $          (159,993)
---------------------------------------  ------------------------  ------------  --------------------
General and administrative expenses      $            (1,095,337)  $   214,266   $          (881,071)
---------------------------------------  ------------------------  ------------  --------------------
Interest Expense                         $            (1,277,234)  $         -   $        (1,277,234)
---------------------------------------  ------------------------  ------------  --------------------
Gain(loss) from discontinued operations  $             2,869,189   $         -   $         2,869,189
---------------------------------------  ------------------------  ------------  --------------------
NET INCOME                               $               846,242   $         -   $           846,242
---------------------------------------  ------------------------  ------------  --------------------

                                       16

                                           As previously restated                     As Restated
THREE MONTHS ENDED 06/30/05                  THREE MONTHS ENDED     Increase       THREE MONTHS ENDED
                                                 06/30/05           (Decrease)         06/30/05

Operating Revenues                       $             1,823,246   $ 4,516,835   $         6,340,081
Total Revenue                            $             1,823,246   $ 4,516,835   $         6,340,081
---------------------------------------  ------------------------  ------------  --------------------
Cost of Service Revenues                 $            (1,117,790)  $(5,114,639)  $        (6,232,429)
---------------------------------------  ------------------------  ------------  --------------------
Cost of Undeveloped Land Sales           $                     -   $         -   $                 -
---------------------------------------  ------------------------  ------------  --------------------
Gross Margin                             $               705,456   $  (597,804)  $           107,652
---------------------------------------  ------------------------  ------------  --------------------
Depreciation and amortization            $              (228,653)  $    49,116   $          (179,537)
---------------------------------------  ------------------------  ------------  --------------------
General and administrative expenses      $            (1,114,475)  $   494,742   $          (619,733)
---------------------------------------  ------------------------  ------------  --------------------
Interest Expense                         $              (343,526)  $         -   $          (343,526)
---------------------------------------  ------------------------  ------------  --------------------
Gain(loss) from discontinued operations  $              (354,518)  $         -   $          (354,518)
---------------------------------------  ------------------------  ------------  --------------------
NET INCOME                               $            (1,335,716)  $   (53,946)  $        (1,389,662)
---------------------------------------  ------------------------  ------------  --------------------


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT  OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL,
OF  SUCH  FORWARD-LOOKING  STATEMENTS  CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY  SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR
"ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  THE  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  OF  AMERICAN  LEISURE  HOLDINGS, INC. ("AMLH", "AMERICAN LEISURE,"
"THE  COMPANY",  "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY  SUCH
FORWARD-LOOKING  STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE
IS STATED, ARE TO JUNE 30, 2006. ALL REFERENCES IN THIS REPORT ON FORM 10-QSB TO
"THE  COMPANY,"  "WE,"  "US,"  "OUR"  OR  WORDS  OF  SIMILAR MEANING INCLUDE THE
OPERATIONS  OF  AMERICAN  LEISURE  HOLDINGS,  INC.  AND  SUBSIDIARIES.

BUSINESS  HISTORY

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,  Inc.
("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 leisure
travel  services  and  offerings.

                                       17



On  June  14,  2002,  we entered into a stock purchase agreement with the former
stockholders of American Leisure Corporation, in connection with the acquisition
of  American  Leisure  Corporation,  pursuant  to  which  we  issued  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. Effective July 24, 2002, we
changed  our  name  to  American  Leisure  Holdings,  Inc.

In  addition to the Company's establishment and continuing operation of a Travel
Division,  we  have established a Resort Properties Division and related leisure
and  travel support operations. Through our various subsidiaries, we: manage and
distribute  travel  services;  develop,  sell and will manage travel destination
resorts  and  vacation  home  properties; and develop and operate affinity-based
travel  clubs.  Further,  we owned and operated a call center in Antigua-Barbuda
during  the  period  covered by this report, which call center business was sold
effective  June  30,  2006,  as  described below. Our businesses are intended to
complement  each  other  and  to enhance Company revenues by exploiting consumer
cross-marketing  opportunities.  We  intend  to  take advantage of the synergies
between  the  distribution  of travel services and the creation, marketing, sale
and  management  of  vacation  home  ownership  and  travel destination resorts.

On  October  1,  2003,  we acquired a 50.83% majority interest in Hickory Travel
Systems,  Inc.  ("Hickory"  or  HTS") as the key element 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 serving corporate and leisure
travelers.  We  intend to complement other Company 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,  technologies,  and
information  exchange.

In  December  2004,  Caribbean  Leisure  Marketing,  Ltd.  ("Caribbean  Leisure
Marketing"),  a  wholly  owned  subsidiary  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 was operated through Caribbean Media Group, Ltd., an international
business  corporation  formed  under  the  laws  of Barbados.  On June 30, 2006,
pursuant  to a Stock Purchase Agreement (described in greater detail below), the
call  center  operations  and Caribbean Leisure Marketing were sold to Stanford.

                                       18



On December 31, 2004, American Leisure Equities Corporation ("ALEC"), one of our
wholly  owned  subsidiaries,  acquired substantially all of the assets of Around
The  World  Travel, Inc. ("Around The World Travel" or "AWT") 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" during the time that AWT enjoyed a management contract with
ALEC.  TraveLeaders  is  a  fully-integrated  travel  agency and travel services
distribution  business  that  provides its clients with a comprehensive range of
business  and  vacation  travel  services including corporate travel management,
leisure  sales,  special  event and incentive planning. TraveLeaders is based in
Coral  Gables,  Florida.  On  and effective as of August 1, 2006, the Management
Agreement  and  the  License  Agreement  with AWT were terminated by ALEC which,
effective  on  that date, began directly managing the travel business assets and
operations  of  TraveLeaders.

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

BUSINESS  INTEGRATION

Our  mission  is  to  remain  focused on the development, sale and management of
vacation  travel destination resorts. As such we have completed the planning and
initial site development, and begun the horizontal improvements for "The Sonesta
Orlando  Resort  at  Tierra  Del Sol" (the "Sonesta Resort"), a planned 972-unit
vacation  home  resort located just 10 miles from Walt Disney World, in Orlando,
Florida.  Additionally,  we  are  in the planning stages of developing our Reedy
Creek  Property,  which  is situated in the northwest section of Osceola County,
Florida  about  one  mile  from  the  "Maingate"  entrance to Walt Disney World,
Orlando  and  approximately  one-half  mile from the south entrance to "Disney's
Animal  Kingdom"  theme park. The Reedy Creek Property consists of three parcels
totaling  over 40 gross acres with approximately 29 acres of buildable land. The
Ready  Creek  Property  is  currently  planned  to  consist of approximately 522
residential  units  consisting  of  mid-rise  condominium  buildings.

Through  "Developments  of  Regional  Impact" (DRIs) underway, we are seeking to
maximize  property  development and sales by obtaining governmental approval for
more  housing  units  than was initially planned at our Tierra del Sol and Reedy
Creek properties.  Although there is no assurance of the additional density that
may  be achieved through the DRI process we believe that both Tierra del Sol and
Reedy  Creek  may  gain  approval  to  develop  as many as 700 additional units.

Subject to the provision of sufficient capital and our determination of value to
our  shareholders,  we intend to achieve growth through selected acquisitions of
real property and business assets and interests.  Although no agreements related
to  such  future  acquisitions  have been concluded, we expect to negotiate and,
subject  to our final determination as to the merits of such acquisitions(s) and
the  availability  of  necessary  capital,  complete  the acquisition of Florida
destination  resort  property  holdings  proximate  to  our  existing  resort

                                       19



developments  at  initial  entry  prices  for  the  developable land that may be
materially  below  current appraised values.  These potential acquisitions would
come from a portfolio of undeveloped real estate currently controlled by related
third parties including the Company's Chairman, Mr. Malcolm Wright.   Additional
growth  may  be  realized through our continued creation of destination resorts,
and  through  the  prospective  acquisition  of  qualified, existing destination
resorts,  thereby  creating  an  extensive resort and vacation ownership network
further  supported  by the Company's travel services division.  Our goal through
such  expansion  would  be  to  further become an integrated, "one-stop" leisure
services  company, seeking to seamlessly provide for the development, sales, and
management  of  and  the ongoing generation of revenue from  destination resorts
while  offering  vacation ownership and an extensive range of travel services to
an  expanding  customer  and  client  base.

We  are  also  in  the  process  of integrating the administrative operations of
Hickory  and  TraveLeaders to distribute, fulfill and manage our travel services
and  our  Resort  Properties  which integration, we anticipate completing during
fiscal  year  2006.

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
increase  the  rental of 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.

During  the  six  months  ended  June  30, 2006, we received the majority of our
operating  revenues  from  ALEC,  which accounted for approximately 18.6% of our
total  revenues  and  through  the  operations  of  HTS  which  accounted  for
approximately  4.5%  of our operating revenues for the six months ended June 30,
2006. Additionally, we had undeveloped land sales of $13,129,246, during the six
months ended June 30, 2006, which were generated by Tierra del Sol in connection
with the sale of forty-two acres of land in the Sonesta Resort for $9,090,130 to
the  Westridge  Community  Development  District  ("District") and an additional
$4,039,116,  which  was  received  from  the  District  in  connection  with
reimbursements  for  site  improvements  on  the land purchased by the District.

SONESTA  RESORT  FINANCING

On  December  29,  2005, certain affiliates of the Company closed two (2) credit
facilities  with  Key  Bank,  National  Association  ("KeyBank")  related to the
Sonesta  Resort.  The  credit  facilities  consisted  of a $40,000,000 revolving

                                       20



construction  loan  to  be  used to construct Phase 1 of the Sonesta Resort (the
"Construction  Loan")  and  a  $14,850,000  term  loan  on  the Phase 2 land the
proceeds of which were contributed to the Phase 1 partnership as equity and used
to  repay existing debt on the property and finance part of the site work of the
property  for  the Resort and to pay certain related costs (the "Land Loan"). To
facilitate  the  financing  for  the  Sonesta Resort, the Company has formed two
limited  partnerships,  each  of  which  will develop Phase 1 and Phase 2 of the
Resort  (the  "Development  Partnerships").  Each  Development  Partnership  has
several  subsidiaries,  which  have been formed to develop different portions of
the  Sonesta  Resort.

Phase  1  will  also  include  construction  of  related  amenities, including a
swimming  pool  complex  and  sun decks, a lazy river, a poolside restaurant and
other  amenities typical of a resort of this kind. We have commenced preparation
of  the  land  and  infrastructure  improvements  in  anticipation  of  vertical
construction.  Phase  2  will include construction of 252 additional residential
condominium  units  and  426  additional  town  home units, as well as a 126,000
square foot clubhouse (84,000 square feet under air). Construction of Phase 2 is
expected  to  overlap  with  the  construction  of  Phase  1.

The  general  partner  of  each Development Partnership is TDS Management LLC, a
newly  organized  limited liability company controlled by Malcolm J. Wright, the
Company's  Chairman,  Chief  Executive  Officer,  Chief  Financial Officer and a
Director.  The  principal  limited  partner  of  each Development Partnership is
Tierra  Del  Sol  Resort,  Inc., which owns a 99.9% interest in each Development
Partnership.  The  Company  owns  100%  of  Tierra  Del  Sol  Resort,  Inc.

Each Development Partnership has granted Stanford Venture Capital Holdings, Inc.
("Stanford")  the  right  to  acquire  a  2%  interest  in  each  partnership as
consideration  for  the  release  of  a mortgage lien formerly held by Stanford.

On  July  27,  2006,  we,  through one of our wholly owned subsidiary companies,
formally notified KeyBank, that we elected not to open the $40,000,000 revolving
credit  Construction Loan. We have however, established a relationship with GMAC
Bank,  through  Millenium Capital Mortgage, to provide construction financing to
the  individual  purchasers  of  the Sonesta Resort town homes, which funding we
believe  will  enable all town homes and amenities at Tierra del Sol to be built
through  this  program.  Additionally, we are in the process of negotiating with
several  lenders for a construction loan on favorable terms for the condominiums
and/or  for  the  clubhouse. We anticipate that such loan will be evidenced by a
firm  commitment  during the month of September 2006; however, we can provide no
assurances  that  we  will  receive  such  a  commitment.

PCL  CONSTRUCTION  GUARANTEE  AND  LOAN.

The  Orlando  based contractor, PCL Construction Services, Inc., a subsidiary of
PCL  Construction Enterprises, Inc. of Denver, Colorado ("PCL"), was the General
Contractor  for  Phase  1 of the project. In conjunction with its designation as
the  General Contractor, PCL has committed to a guaranteed maximum price for the
construction  of  Phase  1.

                                       21



PCL  also  provided  a  $4,000,000 loan to TDS Development, LLC, a subsidiary of
Tierra  Del Sol Resort, Inc. (the "PCL Loan"). The proceeds of the PCL Loan were
used  to  establish  a  $4,000,000  account  with  KeyBank, which was pledged as
security  for  the Construction Loan. The loan bears interest at the rate of 14%
per annum. The term of the loan is two years.  The PCL Loan is guaranteed by the
Company,  the  Company's  Chief  Executive  Officer  and  Chairman,  Malcolm  J.
Wright,  individually, and Tierra Del Sol Resort, Inc.   We believe that without
the  guarantees  of  Mr.  Wright,  it  would  have  been  more difficult, if not
impossible,  for  us  to  secure  the  PCL  loan  facility.

As  part of our election not to open the Construction Loan with KeyBank, we have
agreed  with  KeyBank  to  release  the  PCL  Loan.

THE  LAND  LOAN

The borrowers under the Land Loan are Tierra Del Sol Resort (Phase 2), Ltd. (the
"Phase 2 Partnership") and four other special purpose entities that are owned by
the  Phase  2  Partnership.

The  Land Loan is a $14,850,000 term loan with a maturity date of June 28, 2007.
The  proceeds of the Land Loan were primarily used to repay existing debt of the
property  for  the  Sonesta  Resort.  The Land Loan bears interest at LIBOR plus
3.10%  per  annum,  equal  to approximately 8.69% as of August 2, 2006, with the
LIBOR  equal  to  5.59%  as  of  that  date.

The  Land  Loan  is  secured  by  a first lien on the land within Phase 2 of the
Sonesta  Resort,  including  any  improvements,  easements, and rights of way; a
first  lien  and  security  interest  in  all fixtures and personal property, an
assignment  of  all  leases,  subleases  and  other  agreements  relating to the
property;  an  assignment  of construction documents; a collateral assignment of
all  contracts  and  agreements  related to the sale of each condominium unit; a
collateral  assignment  of  all  purchase  deposits  and  any  management and/or
operating  agreement.

The  borrowers  paid  1%  of  the Land Loan Agreement as a commitment fee, which
totaled  $148,500. The Borrowers were obligated to pay all costs and expenses of
KeyBank in connection with the commitment and closing of the loan. Additionally,
the  Company  will pay an exit fee equal to 4% of the maximum loan amount unless
the  loan is repaid with a construction loan from KeyBank or KeyBank declines to
grant  a construction loan to the Company for Phase 2. The Company was obligated
to  pay  all costs and expenses of KeyBank in connection with the commitment and
the  closing  of  the  loan.

In  connection  with  the  election  not  to  open the Construction Loan, we and
KeyBank  have  agreed  to  modify  the  Land Loan.  The Land Loan will remain in
place,  and  we  will  provide  $1  million  in  cash  or a letter of credit, as
additional  collateral for the loan.  We have also agreed to a principal payment

                                       22



schedule  related to the Company's planned construction of the 426 town homes in
Phase  2 of the Sonesta Resort to reduce the balance of the loan between January
2007  and  its  maturity  date.

The  Company  and Mr. Wright have issued guarantees to KeyBank on the Land Loan.
We  believe  that  without the guarantees of Mr. Wright, it would have been more
difficult,  if not impossible, for us to secure the KeyBank credit facility. The
occurrence  of  any  one  or  more "events of default" under the Land Loan allow
KeyBank  to  pursue  certain remedies including taking possession of the Sonesta
Resort  project;  withholding  further  disbursement of the proceeds of the loan
and/or terminate KeyBank's obligations to make further disbursements thereunder;
and/or  declaring  the  note  evidencing  the  loans  to  be immediately due and
payable.

WESTRIDGE  COMMUNITY  DEVELOPMENT  DISTRICT  BONDS

The  closing  of the new credit facilities with KeyBank triggered the closing of
the  sale  of $25,825,000 in community development bonds issued by the Westridge
Community  Development District (the "District"). The proceeds of the bonds will
be  used,  in  part, to fund infrastructure at the Sonesta Resort and to acquire
land  for  public  purposes from Tierra Del Sol Resort (Phase 1), Ltd., The debt
service  and  retirement of these bonds will be funded by a special district tax
upon  the  property  owners  in  the District at an interest rate of 5.8% over a
30-year  amortization  period.  Grading  and infrastructure for the District are
more  than  75%  complete.

RELEASE  OF  LIEN  BY  STANFORD

In  connection  with  the  closing  of  the  new credit facilities with KeyBank,
Stanford  Venture  Capital  Holdings  Inc.  ("Stanford")  released  its existing
mortgage  lien on the Sonesta Resort property. In consideration of this release,
the  Development Partnerships granted Stanford warrants to acquire a 2% interest
in  each  Partnership  at  a  nominal  exercise  price. The Company also granted
Stanford  the  right  to  exchange  any  distributions  that it might receive on
account of these interests into shares of the Company's Series E preferred stock
at  a  strike  price  of  $15.00  per  common  share.

SIBL  CREDIT  FACILITY

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the closings of the Land Loan
and  the  Construction  Loan.  The  financial  assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). The financial
assistance  provided  by  SIBL  was  evidenced by a Credit Agreement dated as of
December 29, 2005 between SIBL, Tierra Del Sol Resort, Inc. and the Company (the
"SIBL  Credit  Agreement").  As  consideration  for the purchase of the Antiguan
call  center  including  our  subsidiary  Caribbean  Leisure  Marketing,  Inc.
(described  below),  SIBL  forgave  the  $2,100,000 loan, as well as the accrued
interest  on  such  loan  in  the  amount  of  $191,100.

                                       23



Tierra  Del  Sol  used  the  proceeds  of the SIBL Tierra Del Sol Loan to make a
capital  contribution  to  the  Phase  1  Development Partnership, which in turn
pledged  this  amount  to  KeyBank as additional collateral for the Construction
Loan.  SIBL is an affiliate of Stanford Venture Capital Holdings Inc. Tierra Del
Sol  used  the  Letters  of  Credit  in  lieu  of  cash  to  complete its equity
requirements  under  the  Construction  Loan.

The SIBL Tierra Del Sol Loan has a 2-year term, with an initial interest rate of
12%  per  annum.  The  Letters  of  Credit  are in the amounts of $4,000,000 and
$2,000,000,  with terms of 24 months and 12 months, respectively. Tierra Del Sol
is  obligated  to pay a monthly fee for each letter of credit equal to 1% of the
face  amount of such letter of credit. Upon release of the letters of credit and
upon  either  the  payment  of the note in full or the maturity of the loan from
KeyBank, Tierra Del Sol was also required to pay a one-time minimum fee equal to
3%.  After  six months, this fee increased by 1% each month until the letters of
credit  were  released,  which  KeyBank  did  effective  August  16,  2006.  As
consideration  for  the  purchase  of  the  Antiguan  call  center including our
subsidiary  Caribbean  Leisure  Marketing,  Inc. (described below), SIBL forgave
these  fees  which  amounted to $540,000.  Any unpaid amounts on the SIBL Tierra
Del  Sol  Loan  or  Letters of Credit bear interest at the rate of 12% per year.

The  obligations of Tierra Del Sol under the SIBL credit facility (the "Stanford
Credit  Facility")  were  guaranteed  by  the Company and Malcolm J. Wright, the
Company's  Chief  Executive  Officer  and Chairman, along with other third party
entities,  which  third party entities are beneficially owned, in part, by Roger
Maddock,  a  significant  shareholder of the Company, pursuant to an Irrevocable
and Unconditional Guaranty. We believe that without the guarantees of Mr. Wright
and  other  third parties, it would have been more difficult, if not impossible,
for  us to secure the SIBL credit facility.  These obligations were also secured
by  a  first mortgage lien on a parcel of real property owned by the third party
entities.  The  consideration  paid for the third party entities' guarantees was
consistent  with the existing debt guarantor agreement issued by the Company for
its  executives.  The third party entities will receive and share in a guarantee
fee equal to 3% of the amount guaranteed. The third party entities, by virtue of
pledging  collateral  for  a debt that benefits the Company, will also receive a
collateral  pledge  fee  equal  to 2% of the amount guaranteed. The Company paid
this  fee  through  the grant of 405,000 warrants to the third party entities to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share.  These  warrants  will  expire  5  years  from the expiration date of the
guarantees.  In  consideration  of  Mr.  Wright's  guarantee, and pursuant to an
existing  agreement  between Mr. Wright and the Company, Mr. Wright earned a fee
for  such  guarantee  equal  to three percent (3%) of the amount guaranteed. The
Company will pay this fee through the grant of 243,000 warrants to Mr. Wright to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share.  These  warrants  will  expire  5  years  from the expiration date of the
guarantee.

Tierra  Del  Sol  has  pledged  its  partnership  interests  in  the Development
Partnerships  to  Stanford as additional collateral for this facility. Following
an  event  of  default  as  defined under the Credit Agreement, Stanford has the
right  for thirty (30) days following such event of default, directly or through

                                       24



its  affiliates,  to  purchase any unsold units in the Sonesta Resort at a price
equal  to  the  developer's  cost,  but only to the extent permitted by KeyBank.

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  earned  an  administration  fee  of
approximately  one  half  of  one percent of the financing provided by Stanford.

As  additional  consideration for the loan, the Company granted SIBL warrants to
purchase  308,000 shares at an exercise price of $5.00 per share of common stock
and  warrants  to  purchase  154,000  shares  at an exercise price of $0.001 per
share.  The  warrants  expire  5  years  from  issuance.  The  warrants  contain
anti-dilution  provisions,  including  a provision which requires the Company to
issue  additional  shares  under the warrants if the Company issues or sells any
common  stock  at  less  than  $1.02  per  share, or grants, issues or sells any
options  or  warrants  for  shares of the Company's common stock to convert into
shares  of  the  Company's  common  stock  at  less  than  $1.02  per  share.

In  connection  with  the  warrants,  the  Company  and  Stanford entered into a
Registration  Rights  Agreement (the "Registration Rights Agreement"). Under the
Registration  Rights  Agreement,  the  Company  agreed  to  prepare  and  file a
Registration  Statement with the SEC covering the shares underlying the warrants
within  180  days  of  notice  from  SIBL  of  their  demand  that  we file such
Registration  Statement  and  to  use  the  Company's  best  efforts  to  obtain
effectiveness  of such Registration Statement as soon as practicable thereafter.
In  the  event  the Company does not file a Registration Statement in connection
with  the  shares issuable in connection with the exercise of the warrants after
180  days  notice  from  the  warrant  holders,  the Company agreed to issue the
warrant  holders  as  liquidated damages, warrants to purchase 10% of the shares
issuable in connection with the warrants, under the same terms and conditions as
the  warrants, upon such default and for every consecutive quarter in which such
default  is  occurring.

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will  be  $135,500,000 of which $8,000,000 will be for resort amenities,
$64,000,000 will be for vertical construction on 294 units and $ 49,500,000 will
be  for  other costs such as contingencies, closing costs and soft costs such as
architectural, engineering, and legal costs. An additional approximate amount of
$14,000,000 will be expended for horizontal construction costs which include all
of  Phase  I  requirements  plus most of the infrastructure requirements for the
entire Project. The $14,000,000 will be funded by the bonds proceeds held by the
Westridge Development District and from equity reserves held by Key Bank. A Land
Loan  was  also  funded  by  Key Bank which was described above in the amount of
$14,850,000,  of  which $13,806,000 had been borrowed under as of June 30, 2006.
We  previously  had entered into the $40,000,000 Construction Loan with KeyBank,
which  loan  we decided not to open in favor of alternate, anticipated financing
arrangements which we believe will be beneficial to the timely completion of the
Sonesta  Resort  project.  We  are  in  the  process of negotiating with several
lenders  for  a  construction  loan  for  the  condominiums  and  clubhouse  and
anticipate,  although  we  cannot provide any assurances, that such loan will be

                                       25



evidenced by a firm commitment by September 2006.  Assuming we are able to enter
into  a subsequent funding arrangement, we believe that we have sufficient funds
to  provide  for  the completion of Phase 1, assuming there are no material cost
overruns,  delays  or  further  increases  in  material  costs.  Phase 2 will be
financed  separately.  It  is  anticipated,  although  we  cannot  provide  any
assurances,  that  certain  Phase 2 construction will commence by October, 2006.

In  November  2003,  we  entered into an exclusive sales and marketing agreement
with  Xpress  Ltd.  ("Xpress") to sell the vacation homes in the Sonesta Resort.
Malcolm  J.  Wright,  one  of  our  founders and our Chief Executive Officer and
Chairman,  and members of his family are the majority shareholders of Xpress. As
of  August  1,  2006,  Xpress has pre-sold approximately 690 vacation homes in a
combination  of  contracts  on  town  homes and reservations on condominiums for
total  sales  volume  of  over  $220  million.

REEDY  CREEK  ACQUISITION  COMPANY,  LLC  TRANSACTIONS

Background
----------

In  July 2005, the Company and Stanford Financial Group Company ("SFG") formed a
new  limited liability company named Reedy Creek Acquisition Company LLC ("Reedy
Creek  Acquisition  Company")  for  the  purpose  of  acquiring  a  parcel  of
approximately 40 acres of land located adjacent to the Animal Kingdom Theme Park
at  Walt  Disney  World,  in  Orlando, Florida (the "Reedy Creek Property"). The
Reedy  Creek  Property  is  described in greater detail below under "Development
Plans  for  Reedy  Creek  Property."

Reedy  Creek  Acquisition Company acquired the Reedy Creek Property in July 2005
for  a  purchase  price  of  $12,400,000.  Reedy  Creek Acquisition Company paid
$8,000,000  of  the  purchase  price  in  cash  and  paid the $4,400,000 balance
pursuant  to  the  terms of a promissory note issued to the sellers secured by a
first  mortgage  lien  on the Reedy Creek Property. At the time of the purchase,
Reedy  Creek Acquisition Company obtained a $7,150,000 loan from SIBL (the "SIBL
Reedy  Creek  Loan"),  secured  by  a  second mortgage lien on the property. The
proceeds  of this loan were used to pay part of the cash portion of the purchase
price and for closing costs associated with the closing. The Company contributed
the  remainder  of  the  purchase  price.

SFG  and  SIBL  are  affiliates  of  Stanford  Venture  Capital Holdings Inc., a
significant  shareholder  of  the  Company.

At  the  time  of  the  acquisition  of  the  Reedy  Creek Property, Reedy Creek
Acquisition  Company  was owned 99% by SFG and 1% by one of the Company's wholly
owned  subsidiary, American Leisure Reedy Creek Inc. ("ALRC"), however ALRC, has
since  exercised  its  option  (the "Reedy Creek Option") to receive 100% of the
interest  in  the Reedy Creek Acquisition Company in return for $600,000 paid to
SFG.

                                       26



SIBL  Reedy  Creek  Loan  Terms
-------------------------------

In  connection  with  the  exercise  of  the  Reedy  Creek  Option,  Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by  SIBL to Reedy Creek Acquisition Company. The modified loan terms
are  evidenced by a Renewed, Amended and Increased Promissory Note (the "Amended
Note")  made  by  Reedy  Creek Acquisition Company in favor of SIBL. The Amended
Note has a maturity date of December 31, 2006, a principal balance of $8,000,000
and bears interest at the rate of 8% per year payable quarterly. Interest in the
amount  of  $220,652  on the Amended Note has been forgiven as consideration for
the  purchase  of  the  Antiguan  call center including our subsidiary Caribbean
Leisure  Marketing,  Inc.  (described below), the balance of $110,526 is due and
payable  on  September  30,  2006.  Upon an event of default as described in the
Amended  Note,  SIBL  has  several  rights  and  remedies, including causing the
Amended  Note  to  be  immediately  due  and  payable.

The  Amended Note is secured by a second lien on the Reedy Creek Property. It is
guaranteed  by  the Company and Malcolm J. Wright, the Company's Chief Executive
Officer  and  Chairman  pursuant to a Modification and Reaffirmation of Guaranty
and  Environmental Indemnity Agreement.   We believe that without the guarantees
of  Mr.  Wright, it would have been more difficult, if not impossible, for us to
secure  the  SIBL  credit  facility.

Bankers  Credit  Corporation  Loan
----------------------------------

In connection with the exercise of the Reedy Creek Option, the Company and Reedy
Creek  Acquisition  Company  arranged  to receive a $7,000,000 loan from Bankers
Credit  Corporation  ("Bankers  Credit").

Under  the terms of the Bankers Credit loan, Bankers Credit advanced Reedy Creek
Acquisition  Company  $3,000,000  at  closing  and  an  additional  $4,000,000
subsequent  to  the  date  of  closing.

The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or  15% per year. The interest rate of the Bankers Credit Note as of August
2,  2006  was  15% (with a prime rate, as reported by the Wall Street Journal of
8.25%).  Interest  on  the  Bankers Credit Note is payable monthly. The maturity
date  of  the  Bankers  Credit  Note  is January 3, 2007, when all principal and
unpaid  interest  is due and payable. Pursuant to the Bankers Credit Note, Reedy
Creek  Acquisition  Company  agreed  to  pay  a 10% late charge on any amount of
unpaid  principal  or interest under the Bankers Credit Note. The Bankers Credit
Note  is  subject to a 1% exit fee. Upon an event of default as described in the
Bankers  Credit  Note, Bankers Credit has several rights and remedies, including
causing  the  Bankers  Credit  Note  to  be  immediately  due  and  payable.

                                       27



The  Bankers Credit Note is secured by a first lien on the Reedy Creek Property.
Additionally,  the  Bankers Credit Note is guaranteed by the Company and Malcolm
J.  Wright,  the  Company's  Chief  Executive Officer and Chairman pursuant to a
Guaranty  Agreement.  We  believe  that without the guarantees of Mr. Wright, it
would  have been more difficult, if not impossible, for us to secure the Bankers
Credit,  loan  facility.

Reedy  Creek  Acquisition Company utilized the initial proceeds from the Bankers
Credit  loan  to pay a portion of the amount owed on the existing first mortgage
note  issued  to  the  sellers  of  the Reedy Creek Property. The holder of this
mortgage  agreed  to  release  the  mortgage in exchange for this payment. Reedy
Creek  Acquisition  Company  has now paid the balance of this mortgage note upon
the  receipt  of  the  balance  of  the  Bankers  Credit  loan.

Development  Plans  for  Reedy  Creek  Property
-----------------------------------------------

The  Reedy Creek Property is situated in the northern section of Osceola County,
Florida  and  lies  on  three  contiguous  development  parcels  located  to the
immediate  north  of  U.S.  Highway 192 West, about one mile from the "Maingate"
entrance  to  Walt  Disney  World,  Orlando  and 0.75 miles from the entrance to
"Disney's Animal Kingdom" theme park. The property is one of only a small number
of  privately  owned  parcels  abutting  Walt  Disney  World  (north  and  east
boundaries).

The  Reedy Creek Property consists of three parcels totaling over 40 gross acres
with  approximately 29 acres of buildable land. The Osceola County Comprehensive
Land  Plan for the site allows vacation homes at a density of 18 units per acre,
which  results  in a maximum allowable project density of 522 residential units.
To  achieve the maximum density, it is anticipated that the project will consist
of  mid-rise  condominium  buildings. Amenities proposed on-site include a water
park  with  swimming  pools, guest services clubhouse, and other related on-site
resort  amenities.

It is anticipated that Walt Disney World's Reedy Creek Improvement District (the
"District"),  a quasi-government body whose constituents are all affiliated with
Walt  Disney  World  Company,  will agree to construct and pave the widening and
extension  of  Reedy  Creek  Boulevard north and westward at its expense. We are
currently  working with the District towards this end.  The District will have a
public  hearing  during  which it is anticipated that the District will be given
the  authority to acquire the land from Reedy Creek Acquisition Company and make
the  improvements  to  Reedy  Creek  Boulevard.  If  the  District  acquires the
requisite  authority  from its constituents, Reedy Creek Acquisition Company has
agreed  to  convey relatively small portions of the three combined properties to
constitute  this  roadway. Reedy Creek Acquisition Company will benefit from the
conveyance  by  saving the cost of the road it would have to build anyway and it
will  enhance  the  required  road  frontage  for  the  project.

                                       28



The  Company's  development  of the Reedy Creek Property is currently planned to
begin  in  the  fourth  quarter of 2007 and is currently planned to be completed
sometime  in  2009, funding and scheduling permitting. The Company will not know
the total estimated cost of the development of the Reedy Creek Property until it
has  determined the market and completed designs for the properties. The Company
does  not  currently have any funding in place for any of the capital which will
be required to complete the development of the Reedy Creek Property and there is
no  assurance  that funding will be available on favorable terms, if at all. The
Company  is  currently  seeking  a  joint  venture  partner  for  this property.

Note  Modification  Agreement
-----------------------------

Effective  June  30,  2006,  we sold our subsidiary, Caribbean Leisure Marketing
Limited  ("CLM),  to  Stanford International Bank Limited ("SIBL") under a stock
purchase  agreement.

CLM  owns  a  49%  in  Caribbean  Media  Group,  Ltd. ("Caribbean Media Group"),
which  owns  and  operates  a call center in Antigua. In exchange for the common
stock  of  CLM,  SIBL  exchanged  certain  promissory notes and accrued fees and
interest  totaling  $5,663,274.

In  connection  with the agreement, SIBL agreed to amend the due date of certain
notes,  described in greater detail below, and we agreed to issue SIBL a warrant
to  purchase  355,000  shares of our common stock at an exercise price of $10.00
per share, which warrants have an expiration date of April 30, 2008, and contain
certain  anti-dilution  clauses,  whereby  if  we  grant any options or sell any
shares  of common stock for less than $1.02 per share, the exercise price of the
355,000  warrants  will  reset  to  such  lower  price.

In  connection  with  the agreement, SIBL exchanged the following debts which we
owed  to  SIBL:  a $1,250,000 promissory note and accrued interest thereon as of
June  30,  2006; a $2,100,000 promissory note and accrued interest thereon as of
June  30, 2006; all accrued and unpaid interest on our $6,000,000 note with SIBL
as  of  June  30,  2006;  all  accrued  and  unpaid  interest  on our $3,000,000
promissory note payable to SIBL as of June 30, 2006; $220,652 of the $331,178 of
accrued  interest  on  our  $8,000,000  promissory note payable to SIBL, and all
accrued  fees  on our $6,000,000 letter of credit, which SIBL agreed to guaranty
in  connection  with  the  KeyBank  loans.

Additionally,  in  connection  with the agreement, SIBL also agreed to amend the
due  dates  of  the  notes which we owe to SIBL, including, the $6,000,000 note,
which  now  has a maturity date of December 18, 2008; the $3,000,000 note, which
now  has a maturity date of April 30, 2007; the $1,355,000 note, which now has a
maturity  date  of  June 30, 2007; the $8,000,000 note, which now has a maturity
date  of  December 31, 2006; and the $305,000 note, which has a maturity date of
June  30,  2007.

Finally,  we  and SIBL agreed that CLM would be released and discharged from any
liability  under  the  $6,000,000  note or the $305,000 note with SIBL, which it
previously  agreed  to  guaranty.


                                       29




PURCHASE  OF  MINORITY  INTEREST  IN  TIERRA  DEL  SOL
-----------------------------------------------------

In  March 2006, and effective as of December 31, 2005, we purchased the minority
interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the "Minority
Interest")  from Harborage Leasing Corporation ("Harborage"). The purchase price
of  the  Minority  Interest  from Harborage was a promissory note for $1,411,705
("Harborage Note"); the right to receive, without payment, two (2) three-bedroom
condominium  units to be constructed in Phase 2 of the Sonesta Resort, or in the
event  title  to both such units is not delivered by December 31, 2007, then, in
lieu  thereof, payment of $500,000 for each such unit that is not transferred by
such date; 197,000 shares of the Company's common stock; and warrants to acquire
300,000  additional shares of the Company's common stock at an exercise price of
$5.00  per  share.  The warrants expire if unexercised five (5) years from their
date of grant. Pursuant to the Stock Purchase Agreement, Harborage has the right
to  require  the  Company  to purchase all or a portion of the Harborage 197,000
shares  at  $5.00 per share, for sixty (60) days, beginning January 1, 2007 (the
"Put  Option"). The Put Option will no longer be in effect provided that both of
the  following  events occur: (i) Harborage is able to sell the Harborage Shares
pursuant to an effective Registration Statement under the Securities Act of 1933
(the  "Act"),  or  pursuant to Rule 144 of the Act; and after the fulfillment of
(i)  above,  the  average  closing  price of the Company on the Over-The-Counter
Bulletin  Board  or  principal exchange on which the Company's common stock then
trades,  exceeds  $5.00  per share for a period of thirty (30) consecutive days.
The Harborage Note and shares are guaranteed by Malcolm J. Wright, the Company's
Chief  Executive  Officer  and  Director  of  the  Company.

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

In  August  2006, with an effective date of June 30, 2006, we and several of our
subsidiaries,  including  Castlechart  Limited  ("CLM"), our former wholly owned
subsidiary,  which  owns  81%  of  the issued and outstanding stock of Caribbean
Leisure  Marketing  Limited ("Caribbean Leisure Marketing"), which in turn owned
49%  of  the  issued  and  outstanding  stock  of  Caribbean  Media  Group, Ltd.
("Caribbean  Media Group"), which owned and operated our call center in Antigua,
entered into a Stock Purchase Agreement with Stanford International Bank Limited
("SIBL"  and  the  "Stock  Purchase  Agreement").

The  Stock  Purchase  Agreement  provided  that  we  would sell SIBL, all of our
interest in CLM, along with a promissory note payable to us by CLM in the amount
of  $5,663,274,  which  amount  evidences  our  total  investment in CLM, for an
aggregate  purchase  price of $5,663,275.  In connection with the purchase, SIBL
also  agreed  to  forgive  the interest on several of our outstanding promissory
notes  with  SIBL, and to amend the due date of such notes, described in greater
detail  below,  and we agreed to grant SIBL a warrant to purchase 355,000 shares
of  our  common  stock  at an exercise price of $10.00 per share, which warrants
have  an  expiration  date  of April 30, 2008, and contain certain anti-dilution
clauses,  whereby if we grant any options or sell any shares of common stock for
less than $1.02 per share, the exercise price of the 355,000 warrants will reset
to  such  lower  price.

                                       30




In  connection  with  the Stock Purchase Agreement, SIBL forgave and permanently
discharged  the  following  debts which we owed to SIBL: a $1,250,000 promissory
note and accrued interest thereon through June 30, 2006; a $2,100,000 promissory
note  and accrued interest thereon through June 30, 2006; all accrued and unpaid
interest  on  our $6,000,000 note with SIBL as of June 30, 2006; all accrued and
unpaid interest on our $3,000,000 promissory note payable to SIBL as of June 30,
2006;  $220,652 of the $331,178 of accrued interest on our $8,000,000 promissory
note  payable  to SIBL, and all accrued fees on our $6,000,000 letter of credit,
which  SIBL  agreed  to  guaranty  in  connection  with  the  KeyBank  loans.

Additionally,  in connection with the Stock Purchase Agreement, SIBL also agreed
to  restate  the  due  dates  of  the notes which we owe to SIBL, including, the
$6,000,000  note,  which  now  has  a  maturity  date  of December 18, 2008; the
$3,000,000  note,  which  now  has a maturity date of $3,000,000; the $1,355,000
note, which now has a maturity date of June 30, 2007; the $8,000,000 note, which
now has a maturity date of December 31, 2006; and the $305,000 note, which has a
maturity  date  of  June  30,  2007.

Finally,  pursuant  to the Stock Purchase Agreement, we and SIBL agreed that CLM
would be released and discharged from any liability under the $6,000,000 note or
the  $305,000  note  with  SIBL,  which  it  previously  agreed  to  guaranteed.

On  and effective as of August 1, 2006, our Management Agreement and the License
Agreement  with  Around the World Travel ("AWT"), which we entered into with AWT
on  December  30,  2004, was terminated.  American Leisure Equities Corporation,
which  is  a  wholly  owned  subsidiary,  is  now  operating  and  managing  the
TraveLeaders  assets.

In  August  2006, Tierra del Sol Resorts, Inc. entered into a guaranteed minimum
price  construction  contract  with  Resorts  Construction,  LLP  ("Resorts
Construction")  to construct and develop part of the Sonesta Resort and its town
home  properties.  Resorts  Construction  is 50% owned by Malcolm J. Wright, the
Company's  Chief  Executive  Officer and Chairman.  We believe that the contract
with  Resorts  Construction  provides  significant savings over the PCL contract
described in detail above, and is advantageous to the Company in comparison with
terms  available  in the market from other third party contractors.  Pursuant to
the  contract with Resorts Construction, we agreed to pay Resorts Construction a
contractor's  fee equal to 5% of the total cost of the construction performed by
Resorts  Construction  and  7.5% for general conditions. Any payments owed under
the  Resorts  Construction contract which are not paid when due bear interest at
the  rate  of  12%  per  annum.  We  provided  Resorts Construction a payment of
$4,000,000  upon  our  entry  into  the  construction  agreement  with  Resorts
Construction, which funds Resorts Construction will use to begin construction of
Phase  1  of  the  Sonesta  Resort.

                                       31




                               PLAN OF OPERATIONS

We  are currently 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;
however,  we  expect such integration process to be completed in fiscal 2006. 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  in  "Legal
Proceedings,"  herein.

Under  our  arrangement  with  Around  The  World  Travel,  which  operates  the
TraveLeaders assets on our behalf and from whom we acquired the assets, we incur
a  fee  of  10%  of the net earnings of the TraveLeaders assets before interest,
taxes,  depreciation  and  amortization.  This  management  agreement  has  been
terminated.

During the six months ended June 30, 2006, we generated modest revenues from our
call  center joint venture in Antigua. Effective June 30, 2006, we sold our call
center  operations  to  Stanford,  as  described  in  greater detail above under
"Recent  Events."

We  believe  that the capital requirement for the first phase of the resort will
be  approximately  $135,500,000,  of  which  $8,000,000  will  be for the resort
amenities,  $64,000,000  will  be  for  vertical  construction  on 294 units and
$49,500,000  will  be  for  other costs such as contingencies, closing costs and
soft  costs  such  as architectural, engineering, and legal costs. An additional
approximate  amount  of $14,000,000 will be expended for horizontal construction
costs  which include all of Phase I requirements plus most of the infrastructure
requirements  for the entire Project. On or about December 29, 2005 we closed on
$54.85  million  of  senior  debt  to  be used in the development of The Sonesta
Orlando  Resort  at  Tierra Del Sol (the "Project"), described in greater detail
above. KeyBank, N.A. is the lender of a credit facility for the benefit of AMLH.

                                       32



The  credit  facility  is  a  land  loan  in the amount of $14,850,000, which is
secured by Project land on phase two of the Sonesta Resort, that is dedicated to
specific  phases  of  the  development.  KeyBank  had  also originally agreed to
provide  us  a $40,000,000 revolving construction loan, for up to $72,550,000 in
funding,  however  we  have since decided not to move forward with such funding.
KeyBank  Capital  Markets had the underwriting role in the sale of the Community
Development  District  Bonds.  We are in the process of negotiating with several
lenders  for  a  construction loan for the condominiums and anticipate that such
loan  will be evidenced by a firm commitment during the month of September 2006,
of which there can be no assurance. Financing for the balance of the development
budget,  which  includes  infrastructure,  retention,  roads  and green space of
approximately  $26,000,000,  was  through  the  sale  of  Westridge  Community
Development District bonds which was completed on December 29, 2005 as described
above.  In June 2005, we began the earth moving and clearing process on the land
for  the resort and we expect to begin the vertical construction in the third or
fourth  quarters  of  2006.  We  have established a relationship with GMAC Bank,
through  Millennium  Capital  Mortgage, to provide construction financing to the
individual purchasers of the Sonesta Resort town homes, which funding we believe
will  enable  all town homes and amenities at Tierra del Sol to be built through
this  program.  Additionally,  we are in the process of negotiating with several
lenders  for  a construction loan on favorable terms for the condominiums and/or
for  the  clubhouse.  We  anticipate  that such loan will be evidenced by a firm
commitment  during the month of September 2006, but we have no assurances that a
commitment  will  be  secured.  Assuming  we are able to enter into a subsequent
funding arrangement, we believe that we have sufficient funds to provide for the
completion  of  Phase 1, assuming there are no material cost overruns, delays or
further  increases  in  material  costs.  Phase  2  will be financed separately.

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  that  list hotel availability is
recognized  either  when  the books are published (December) or on a performance
basis  throughout the year, depending on the contractual terms. 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  2006  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
in  "Item  7.  Financial  Statements."

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

                                       33



GOING  CONCERN  CONSIDERATIONS
------------------------------

We  have  incurred losses during the development stage during our existence, and
we have negative retained earnings. We had an accumulated deficit of $13,499,420
at  December  31, 2005 and $11,510,650 as of June 30, 2006. We expect our travel
operations  through  the  end  of  the current fiscal year to require additional
working capital of approximately $2,000,000 and Hickory to require approximately
$500,000  in  working capital during the next twelve months. 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 and/or to
complete  the  construction of our planned vacation homes, 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.

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 or when performance levels are achieved.
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 recognized as earned,
which is primarily at the time of delivery of the related service. Specifically,
commission  revenues  for  cruises,  hotel  and  car rentals are recognized upon
completion  of  travel,  hotel stay or car rental. Commission fees for ticketing
are  recognized  at  the  time  of  departure.


We  have  entered  into  approximately  690 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.

Revenues  include  property  sales which are accounted for as the profits on the
sales  at  the  time  of  closing.

                                       34



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.  The  remaining goodwill of $14,425,437 as of December 31, 2004 was
composed  of  $12,585,435  from the TraveLeaders acquisition and $1,840,002 from
the  Hickory  acquisition.  In  2005  we  renegotiated  and ultimately reached a
settlement  on  the  acquisition which resulted in an acquisition of goodwill of
$5,585,435  of  which $1,500,000 was previously impaired resulting in a goodwill
balance  of  $4,085,435.  Our remaining goodwill of $1,840,002 is related to the
Hickory acquisition and has not been further impaired as of either June 30, 2006
or  December  31,  2005.  Therefore,  total  goodwill amounts to $5,925,437. The
goodwill  will  be  evaluated on an annual basis and impaired whenever events or
circumstances  indicate  the  carrying  value  of  the  goodwill  may  not  be
recoverable.

                         COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED  JUNE  30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2005

We  had  total  revenue  for the three months ended June 30, 2006 of $6,490,947,
which was solely composed of operating revenues. This represented an increase in
total  revenues  of $150,866 or 2.4%, from total revenues of $6,340,081 of total
revenues  for the three months ended June 30, 2005. The reasons for the increase
in total revenue for the three months ended June 30, 2006; compared to the three
months ended June 30, 2005 were due to increased revenues from our travel center
operations.


We  had  a  gross  margin  of $295,351 for the three months ended June 30, 2006,
compared to a gross margin of $107,652 for the three months ended June 30, 2005,
an increase of $187,699 or 174.4% from the prior period, which increase in gross
margin  was directly attributable to the 2.4% increase in operating revenues and
the .01% decrease in cost of service revenue for the three months ended June 30,
2006,  compared  to  the  three  months  ended  June  30,  2005.

We  had  total  operating expenses of $1,041,064 for the three months ended June
30,  2006, compared to total operating expenses of $799,270 for the three months
ended June 30, 2005, a increase in total operating expenses of $241,794 or 30.2%
from  the  prior  period.  The  increase  in  total  operating expenses from the


                                       35




prior  period  was  due  to  the  $19,544  or 10.9% decrease in depreciation and
amortization  and  the  $261,334  or  42% increase in general and administrative
expenses  during  the  three  months  ended  June  30,  2006.


We  had  loss  from  operations  of $745,713 for the three months ended June 30,
2006,  compared  to  loss from operations of $691,618 for the three months ended
June  30, 2005, an increase in loss from operations of $54,095 or 7.8% from the
prior  period.  The  increase in loss from operations was mainly attributable to
increased  general  and  administrative  expenses.

We  had total interest expense of $1,277,234 for the three months ended June 30,
2006,  compared to total interest expense of $343,526 for the three months ended
June  30,  2005,  an  increase  in  interest  expense of $933,708 from the prior
period.  The  increase  in  interest expense was mainly due to interest on loans
from  Stanford  that were not in place in during the three months ended June 30,
2005  and  the  amortization  of  deferred  financing  costs.

We had a gain (loss) from discontinued operations of $2,869,189 from the sale of
affiliate for the three months ended June 30, 2006, compared to gain (loss) from
discontinued operations of $(354,518) for the three months ended June  30, 2005.
Effective June 30, 2006, pursuant to  a  Stock  Purchase  Agreement between  the
Company  and Stanford International  Bank  Limited,  we  sold  our  call  center
operations  (Caribbean  Leisure  Marketing, Ltd.) In connection  with  the sale,
promissory notes in the amounts of $1,250,000 and  $2,100,000  were  forgiven by
Stanford,  along  with  $2,313,175  of  fees  and  accrued  interest  for  total
consideration  of  $5,663,175.  This  sale  resulted  in  a  gain of $2,988,082.

                                       36




We  had  loss  before income taxes of $2,022,947 for the three months ended June
30,  2006,  compared  to  loss  before  income taxes of $1,035,144 for the three
months  ended  June  30,  2005,  an  increase  in  income before income taxes of
$987,803  or  95.4%  from  the  prior  quarter.

We had net income of $846,242 for the three months ended June 30, 2006, compared
to  net loss of $1,389,662 for the three months ended June 30, 2005, an increase
in net income of $2,235,904 or 160.9% from the prior period. The increase in net
income  was  due  to  the  gain  on  the  sale  of  Caribbean Leisure Marketing.

SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2005

We  had  total  revenue  for  the six months ended June 30, 2006 of $25,999,566,
which  was  composed  of  operating revenues of $12,870,320 and Undeveloped Land
Sales  of  $13,129,246.  This  represented  an  increase  in  total  revenues of
$11,850,104,  or  83.7%  from  total  revenues of $14,149,462 for the six months
ended  June 30, 2005 which was composed of $10,016,551 of Operating Revenues and
$4,132,911 Undeveloped Land Sales. The reasons for the increase in total revenue
for  the  six  months ended June 30, 2006; compared to the six months ended June
30,  2005  were  the  $8,996,335  or  217.7%  increase in undeveloped land sales
relating  to  the sale of forty-two acres of land to the District during the six
months  ended  June  30,  2006,  and  $2,853,769  or 28.5% increase in operating
revenues  relating  to  decreased  revenues during the six months ended June 30,
2006,  relating  to  our  travel  business.

Total cost of undeveloped land sales for the six months ended June 30, 2006, was
$9,796,634, compared to cost of undeveloped land sales of $3,384,988 for the six
months  ended  June 30, 2005, an increase of $6,411,646 or 189.4% from the prior
period.  The  increase in cost of undeveloped land sales was directly related to
the increased land sales for the six months ended June 30, 2006, compared to the
six  months  ended  June  30,  2005.


We  had  a  gross  margin  of $3,813,110 for the six months ended June 30, 2006,
compared to a gross margin of $1,190,080 for the six months ended June 30, 2005,
an  increase  of  $2,623,030  or 220.4% from the prior period, which increase in
gross  margin  was  mainly due to the 83.7% increase in total revenue  offset by
the  189.4%  increase in cost of undeveloped land sales and a 25.2% increase  in
Cost of Service Revenues for the six months ended June  30,  2006,  compared  to
the  six  months  ended  June  30,  2005.


We  had total operating expenses of $2,050,497 for the six months ended June 30,
2006,  compared  to  total  operating  expenses of $1,808,144 for the six months
ended  June  30,  2005,  an  increase in total operating expenses of $242,353 or
13.4%  from  the prior period. The increase in total operating expenses from the
prior  period  was  mainly  due to the $241,378 or 16.7% increase in general and
administrative  expenses.


                                       37




We  had total income from operations of $1,762,613 for the six months ended June
30,  2006, compared to total loss from operations of $618,064 for the six months
ended  June  30,  2005,  an  increase in income from operations of $2,380,677 or
385,2%  from  the prior period. The increase in total income from operations was
mainly  due  to the sale of forty-two acres of undeveloped land to the District,
as  described  above.

We  had  total  interest expense of $2,517,382 for the six months ended June 30,
2006,  compared  to  total interest expense of $736,845 for the six months ended
June  30, 2005, an increase in interest expense of $1,80,537 or 241.6% from the
prior  period.  The  increase  in interest expense was mainly due to interest on
loans  from Stanford that were not in place during the six months ended 2005 and
the  amortization  of  deferred  financing  costs.

We  had  a  gain  from  discontinued operations of $2,744,938 for the six months
ended June 30, 2006, compared to loss from discontinued operations of $(588,936)
for the six months ended June  30,  2005. Effective June 30, 2006, pursuant to a
Stock Purchase Agreement Between  the  Company  and  Stanford International Bank
Limited, we sold our call center operations (Caribbean Leisure  Marketing, Ltd.)
In connection with the  sale,  promissory notes in the amounts of $1,250,000 and
$2,100,000 were forgiven by  Stanford, along with $2,313,175 of fees and accrued
interest for total consideration of $5,663,175.  This sale resulted  in  a  gain
of $2,988,082.

We  had  loss  before income taxes of $754,769 for the six months ended June
30,  2006, compared to loss before income taxes of $1,354,909 for the six months
ended  June 30, 2005, a decrease in loss before income taxes of $600,140 or
44.3%  from  the  prior  six  month  period.

We  had  provision  for income taxes of $1,399 for the six months ended June 30,
2006,  compared  to  provision for income taxes of $-0- for the six months ended
June  30,  2005.

                                       38




We had net income of $1,988,769 for the six months ended June 30, 2006, compared
to net loss of $1,943,845 for the six months ended June 30, 2005, an increase in
net  income  of  $3,932,614 or 202.3% from the prior period. The increase in net
income  was  mainly  due  to  the  sale  of forty-two acres of undeveloped land.

LIQUIDITY AND CAPITAL RESOURCES

We  had  total current assets of $31,038,433 as of June 30, 2006, which included
cash  of  $3,641,725,  restricted  cash  of  $19,254,793, accounts receivable of
$822,827,  other  receivable  of  $7,199,711  and  prepaid expenses and other of
$119,387.  This  represented  an  increase in total current assets of $8,908,118
from  December  31,  2005,  when total current assets were $22,130,325. The main
reason for the increase in total current assets as of June 30, 2006, compared to
December  31,  2005,  was a $6,079,439 increase in restricted cash in connection
with  additional  deposits  on units in the Sonesta Resort and funds raised from
the  sale of the District bond, as described above. Restricted cash consisted of
escrowed  deposit  funds  from customers as well as funds devoted exclusively to
the  development  of  the  Sonesta  Resort.

We had net property and equipment as of June 30, 2006 of $1,595,774, which was a
decrease  of  $2,988,079  from  net  property  and equipment of $4,583,853 as of
December  31,  2005. The decrease in net property and equipment at June 30, 2006
compared to as of December 31, 2005 was mainly caused by the depreciation of our
call center equipment, which we sold to Stanford subsequent to June 30, 2006, as
described  above.

We  had  $50,480,540 of land held for development as of June 30, 2006, which was
an  increase  of  $15,785,259  or  45.5%  from  land  held  for  development  of
$34,695,281  as  of December 31, 2005. The increase in land held for development
was  due  to  capitalization  of  costs  such  as  interest,  professional fees,
operating expenses on Tierra Del Sol, Inc. until the units at the Sonesta Resort
property  are  completed  and the acquisition of Reedy Creek Acquisition Company
for $13,386,265 which increased our ownership in such entity and the undeveloped
Reedy  Creek  Property  from  1%  to  100%.  The  $50,480,540  of  land held for
development  as  of June 30, 2006, represented the total costs capitalized since
2002  including  the  cost  of  the  land.

We  had  total  other  assets of $27,320,307 as of June 30, 2006, which included
prepaid  sales  commissions  of  $8,776,125;  prepaid  sales commissions from an
affiliated  entity,  Xpress,  Ltd.,  of  $3,354,823;  investment  senior  notes
$5,170,000;  goodwill  of  $5,925,437; trademark of $962,500 and other assets of
$3,131,422,  which  included  deferred  financing  costs,  member  contracts and
customer  lists.  Trademark  of  $962,500  as  of June 30, 2006, represented the
Company's  trademark  on "Traveleaders." Prepaid sales commissions are paid to a
sales  agent  at the point of sale and the agent then executes a note indicating
that  if the customer does not ultimately close on the sale of the property, the
agent  will return the advance. One half of the total sales commissions are paid
at  the  point  of  sale,  with the remaining balance being paid to the agent at
closing.

                                       39




We  had  total  assets of $110,435,064 as of June 30, 2006, which included total
current  assets  of  $31,038,443; net property and equipment of $1,595,774; land
held  for  development  of  $50,480,540  and  total other assets of $27,320,307,
compared to total assets of $89,923,247 as of December 31, 2005. The increase in
total  assets  was  mainly due to the increases in total current assets and land
held  for  development  as  described  above.

We  had  total  current  liabilities  of  $27,394,757 as of June 30, 2006, which
included  current maturities of long-term debt and notes payable of $16,870,617;
current  maturities  of  notes  payable-related  parties of $4,455,159; accounts
payable  and  accrued  expenses  of  $3,058,521;  accrued  expenses-officers  of
$2,370,500  and  other liabilities of $639,960. In June 2006, Malcolm J. Wright,
our Chief Executive Officer and Chairman was paid $1,540,500 in accrued salaries
and  interest  which he was owed. Accrued expenses-officers as of June 30, 2006,
included  $1,825,000  in  salaries  and  interest  due to MrWright. Mr. Wright's
accrued  and  unpaid  salaries accrue interest at the rate of 12% per year until
paid.,  Additionally  included in accrued expenses-officers was $279,250 owed to
L.  William  Chiles,  the  Chief  Executive Officer of Hickory and our Director,
which  included  $250,000  of unpaid salary accrued to Mr. Chiles and $29,250 of
accrued interest on such unpaid salary. Total current liabilities as of June 30,
2006 increased $16,874,083 or 160% from total current liabilities of $10,520,674
as  of  December  31,  2005.  The  increase  in  current  liabilities was mainly
attributable  to  an  increase of $15,079,809 or 842.1% in current maturities of
long  term  debt  and  notes  payable which increase was mainly due to the Reedy
Creek Acquisition Company loans with SIBL and Banker's Credit, which we received
during  the three months ended June 30, 2006 and the $3,187,058 or 251% increase
in  current maturities of notes payable for advances from related parties and an
increase of $354,517 or 124% in other expenses, which was offset by a $1,023,000
or  30.1%  decrease  in accrued expenses due to officers and a $724,301 or 19.1%
decrease  in  accounts  payable  and  accrued  expenses.

As  of  June  30,  2006,  we owed $4,827,962 in connection with notes payable to
related  parties  including  $207,703  owed  to  our  Director,  William Chiles;
$574,000  owed  to  Charles Sieberling, the Secretary of Hickory, and $2,166,250
owed  to  our  Chief  Executive  Officer  and  Chairman,  Malcolm  J.  Wright.

We  had  total  liabilities  of $101,750,847 as of June 30, 2006, which included
total  current  liabilities  of $27,394,757; long-term debt and notes payable of
$34,478,693; a put liability related to the purchase of the minority interest in
Tierra Del Sol, Inc. of $985,000, and deposits on pre-unit sales of $38,892,397.
This  represents  an  increase in total liabilities of $18,045,954 or 21.6% from
total  liabilities  of  $83,704,893  as of December 31, 2005, which increase was
mainly  due  to  the  $15,079,809  or  842.1%  increase in current maturities of
long-term  debt and notes payable and the $3,187,058 or 251% increase in current
maturities  of  notes  payable  to  related parties, described in greater detail
above.

We  had  total  working  capital  of $3,643,686 and a ratio of current assets to
current  liabilities  of  1.13  as  of  June  30,  2006.

                                       40




We  had  net  cash  flows used in operating activities of $3,023,463 for the six
months  ended  June 30, 2006, which was mainly attributable to $1,988,769 of net
income,  $1,477,348  of  non-cash  interest  expense,  $1,226,029 of increase in
deposits on unit pre-sales, $920,392 of decrease in accounts payable and accrued
expenses  and  $1,220,314 of decrease in receivables offset by a gain on sale of
subsidiary  of  $2,988,082  and  an increase in prepaid commissions of $843,790.



We  had  total cash flows used in investing activities of $6,169,809 for the six
months  ended June 30, 2006, which included $6,079,439 of increase in restricted
cash,  and  $90,371 of disposal of fixed assets. The increase in restricted cash
was  in  connection  with additional deposits on units in the Sonesta Resort and
funds  raised from the sale of the District bond, as described above. Restricted
cash consisted of escrowed deposit funds from customers as well as funds devoted
exclusively  to  the  development  of  the  Sonesta  Resort.


We  had  net  cash  provided  by  financing activities of $6,563,017 for the six
months  ended  June 30, 2006, which was due to $7,294,080 of proceeds from notes
payable  and $308 from proceeds from the exercise of warrants offset by $731,371
of  payment  of  debt.

During  the  six  months ended June 30, 2006, we borrowed an additional $228,900
under the Land Loan with KeyBank, bringing the total outstanding balance of such
loan  to  $13,806,000.

We  expect  that we will require approximately $2,500,000 through the end of the
2006  fiscal  year  for  working  capital for our travel management and services
businesses.

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will  be  approximately  $135,500,000  of  which $ 8,000,000 will be for
resort amenities, $64,000,000 will be for vertical construction on 294 units and
$49,500,000  will  be  for  other costs such as contingencies, closing costs and
soft  costs  such  as architectural, engineering, and legal costs. An additional
approximate  amount  of $14,000,000 will be expended for horizontal construction
costs  which include all of Phase I requirements plus most of the infrastructure
requirements  for  the  entire  Project.  As  of  June  30,  2006, approximately
$13,806,000  had  been  advanced  to  the  Company pursuant to the Land Loan (as
described  and  defined  above).

                                       41



On December 30, 2005, we closed on an aggregate of $54,850,000 in senior debt to
be  used  in  the  development  of The Sonesta Orlando Resort at Tierra Del Sol.
KeyBank,  N.A. is the lender of the senior debt, which was provided to us in the
form  of  two  credit  facilities.  The  first  is  a land loan in the amount of
$14,850,000,  which  is  secured  by  Project land that is dedicated to specific
phases  of  the development. The second was a $40,000,000 revolving construction
loan  that we originally planned to use to fund the development and construction
for Phase 1 of the Sonesta Resort, but which we subsequently decided not to use.
We  are  in  the  process of negotiating with several lenders for a construction
loan  for  the condominiums and anticipate that such loan will be evidenced by a
firm  commitment  during  the  month  of  August  2006, of which there can be no
assurance.  We also have funding in the amount of $25,825,000 from the Westridge
Community  Development  District  ("CDD" or the "District"), which bonds will be
used  to  pay  for  infrastructure  facilities for public purposes such as water
supply and retention systems, roadways, green space and nature recreation areas.
In  addition to the KeyBank provided senior debt, the Project is also benefiting
from  $25,825,000  in bonds issued by the CDD, a special purpose taxing district
formed  for  the  purpose of financing the installation of vital public services
such  as  water  supply  and  retention, sanitary and storm water sewer systems,
roadways  and  the  landscaping  attendant to those uses. The CDD supports these
initiatives,  through  the  provision of capital and maintenance, via a tax upon
the  property  owners of the district that utilizes a low finance rate (5.8% per
annum)  and  a  long-term  amortization  of  the  capital  costs  (30  years).

The  first  phase  of  site  work  on  the  Sonesta Resort, at an estimated cost
exceeding  $19  million,  will  be  funded by the CDD via the sale by the CDD of
bonds  issued  on a non-recourse basis to the Company ("CDD Bonds"). The CDD was
initially  created by the Company in September 2003 and enabled by an order of a
Florida  State  District  Court.  The CDD Bond issue was underwritten by KeyBanc
Capital  Markets  Group in the amount of $25,825,000. The first issue of the CDD
Bonds were successfully sold and closed simultaneous with the closing of the Key
Bank  senior  debt facilities. Upon closing of the loan, we repaid $7,862,250 of
short-term debt plus accrued interest of approximately $256,512. This short-term
debt originally matured on March 31, 2005, but it was extended until the closing
of  the  KeyBank  credit  facilities  in  December  2005.

We  hope  to obtain alternate financing for the amounts which were originally to
be  loaned  to  us by KeyBank pursuant to the Construction Loan, which alternate
financing  we  hope  to  obtain  in  September  2006,  of  which there can be no
assurance.  Assuming  we  raise  such  additional  funding, we believe that such
funding  and  the  bond  sale  proceeds  will provide sufficient capital for the
construction of Phase 1 of The Sonesta Orlando Resort at Tierra Del Sol. In June
2005, we began the earth moving and clearing process on the land for the Sonesta
Resort  and we expect to begin the vertical construction of Phase 1 in the third
or  fourth  quarters  of 2006. We will need to raise additional capital to begin
and complete Phase 2 of the Sonesta Resort, assuming the construction of Phase 1
is successful, of which there can be no assurance. Additionally, we will need to
raise  significant  capital  to  plan  and  construct  our  planned  development
activities  on  our  Reedy  Creek  Property.

                                       42



In  August  2006, with an effective date of June 30, 2006, we and several of our
subsidiaries,  including CLM, our former wholly owned subsidiary, which owns 81%
of  the  issued  and  outstanding stock of Caribbean Leisure Marketing, which in
turn  owns  49%  of  the  issued and outstanding stock of Caribbean Media Group,
which  owned  and  operated  our  call  center  in Antigua, entered into a Stock
Purchase  Agreement  with  Stanford  International  Bank  Limited.

The  Stock  Purchase  Agreement  provided  that  we  would sell SIBL, all of our
interest in CLM, along with a promissory note payable to us by CLM in the amount
of  $5,663,274,  which  amount  evidences  our  total  investment in CLM, for an
aggregate  purchase  price of $5,663,275.  In connection with the purchase, SIBL
also  agreed  to  forgive  the interest on several of our outstanding promissory
notes  with  SIBL, and to amend the due date of such notes, described in greater
detail  below,  and we agreed to grant SIBL a warrant to purchase 355,000 shares
of  our  common  stock  at an exercise price of $10.00 per share, which warrants
have  an  expiration  date  of April 30, 2008, and contain certain anti-dilution
clauses,  whereby if we grant any options or sell any shares of common stock for
less than $1.02 per share, the exercise price of the 355,000 warrants will reset
to  such  lower  price.

In  connection  with  the Stock Purchase Agreement, SIBL forgave and permanently
discharged  the  following  debts which we owed to SIBL: a $1,250,000 promissory
note and accrued interest thereon through June 30, 2006; a $2,100,000 promissory
note  and accrued interest thereon through June 30, 2006; all accrued and unpaid
interest  on  our $6,000,000 note with SIBL as of June 30, 2006; all accrued and
unpaid interest on our $3,000,000 promissory note payable to SIBL as of June 30,
2006;  $220,652 of the $331,178 of accrued interest on our $8,000,000 promissory
note  payable  to SIBL, and all accrued fees on our $6,000,000 letter of credit,
which  SIBL  agreed  to  guaranty  in  connection  with  the  KeyBank  loans.

Additionally,  in connection with the Stock Purchase Agreement, SIBL also agreed
to  restate  the  due  dates  of  the notes which we owe to SIBL, including, the
$6,000,000  note,  which  now  has  a  maturity  date  of December 18, 2008; the
$3,000,000  note,  which  now  has a maturity date of $3,000,000; the $1,355,000
note, which now has a maturity date of June 30, 2007; the $8,000,000 note, which
now has a maturity date of December 31, 2006; and the $305,000 note, which has a
maturity  date  of  June  30,  2007.

Finally,  pursuant  to the Stock Purchase Agreement, we and SIBL agreed that CLM
would be released and discharged from any liability under the $6,000,000 note or
the  $305,000  note  with  SIBL,  which  it  previously  agreed  to  guaranteed.

At  June  30,  2006, we had an outstanding principal balance of $6,000,000 under
our  secured  revolving credit facility with Stanford, which bears interest at a
fixed  rate  of  6%  per  annum  payable accruing from July 1, 2006 quarterly in
arrears  and  matures  on  December  18,  2008.   As  of  June 30, 2006, 355,000
warrants  with a strike price of $10 per share with a maturity of April 30, 2008
were issued to replace the conversion feature of the credit facility whereby the
loan  could  previously  be  converted  into  shares  of  our  common stock at a

                                       43



conversion price of $15.00 per share in connection with our entry into the Stock
Purchase  Agreement  with  SIBL. The $6,000,000 credit facility is guaranteed by
Malcolm  J. Wright, our Chief Executive Officer and Chairman 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.  We  believe  that  without  the  guarantees of Mr.
Wright,  it  would have been more difficult, if not impossible, for us to secure
the  Stanford,  credit  facility.

As  of  June  30,  2006,  we had an outstanding principal balance of $3,000,000,
under  another  secured  revolving  credit  facility  with Stanford, which bears
interest  at  a  fixed  rate  of 8% per annum accruing from July 1, 2006 payable
quarterly in arrears and  matures on April 30, 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.

As  of June 30, 2006, we had a total of $1,355,000 outstanding under our secured
revolving credit facility with Stanford, which bears interest at a fixed rate of
8%  per  annum  and  matures  on  June 30, 2007. Interest on the credit facility
accrues  from July 1, 2006 and is due quarterly in arrears. 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.

As  of  June  30,  2006 we had another credit facility in the amount of $305,000
with  Stanford  The credit facility bears interest at 8.0% per annum and accrues
interest  from  July  1,  2006  and  is  secured  by the assets and stock of the
Company.  The  credit  facility  is  due  on  June  30,  2007.

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL Tierra Del Sol Loan"), however, as
consideration  for  the  purchase of the Antiguan call center, SIBL forgave this
note and $191,100 of accrued interest and the establishment of letters of credit
in  favor  of  KeyBank  in the amount of $4,000,000 and $2,000,000, respectively
(the  "Letters  of Credit"), the fees for which amounting to $540,000, were also
forgiven  as  consideration  for  the  purchase  of the Antiguan call center, as
described  above.  As additional consideration for this financial assistance, we
granted  SIBL  and  its  affiliates  warrants  to purchase 308,000 shares of our
common  stock  at  an exercise price of $5.00 per share and warrants to purchase
154,000  shares  of  our  common stock at an exercise price of $0.001 per share.
Additionally,  in January 2006, in connection with the SIBL Reedy Creek Loan, we
granted  SIBL  and  its  affiliates  warrants  to purchase 308,000 shares of our
common  stock  at  an exercise price of $5.00 per share and warrants to purchase

                                       44



154,000  shares of the Company's common stock at an exercise price of $0.001 per
share.  The  warrants  expire  5  years  from  issuance.  The  warrants  contain
anti-dilution  provisions,  including  a  provision  which  requires us to issue
additional  shares  under  the  warrants if we issue or sell any common stock at
less  than  $1.02 per share, or grant, issue or sell any options or warrants for
shares  of the Company's common stock to convert into shares of our common stock
at  less  than $1.02 per share. If we do issue or sell common stock, which would
cause  a  re-pricing  of  the  warrants  issued to SIBL, it would likely have an
adverse  effect  on  the  trading  value  of  our  common  stock and could cause
substantial  dilution  to  our  then  shareholders.

Our  subsidiary  Hickory  Travel  Systems, Inc. owes $250,000 pursuant to a note
payable  to  Sabre, Inc. ("Sabre"), which final payment of $250,000 on such note
was  due December 31, 2003. The note originally accrued interest at 8% per annum
and  is  secured by the personal guaranty of William Chiles who is a Director of
the  Company.  Interest has not been paid or accrued on this note since December
31,  2003,  as  there  is  no interest penalty or default rate applicable to the
final  unpaid  payment. Sabre has not requested the final payment of $250,000 of
the  promissory  note  from  Hickory  to  date.

Additionally,  Hickory  has  a  $375,900  loan  through  the U.S. Small Business
Administration ("SBA") of which $364,361 has been drawn as of June 30, 2006. The
SBA  loan  is  due by May 2033 and bears interest at 4% per annum with principal
and  interest  payments  of approximately $1,862 due monthly from May 2005 until
May  2033. The SBA note is secured by Hickory's assets and the personal guaranty
of  William  Chiles,  who  is  our  Director.

In  connection  with our purchase of the assets of Around The World Travel, Inc.
("AWT"),  as  of  June  30,  2006  there  is a balance from those liabilities we
assumed  from  AWT  of $3,743,509, of which approximately $370,744 is due in the
next  twelve  months.

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 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, 2006, we believe
we were in compliance with the covenants and other restrictions applicable to us
under  each  credit  facility.

In  connection  with  the  exercise  of  the  Reedy  Creek  Option,  Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by  SIBL to Reedy Creek Acquisition Company. The modified loan terms
are  evidenced by a Renewed, Amended and Increased Promissory Note (the "Amended
Note")  made  by  Reedy  Creek Acquisition Company in favor of SIBL. The Amended
Note has a maturity date of December 31, 2006, a principal balance of $8,000,000

                                       45



and  bears  interest at the rate of 8% per year. Interest on the Amended Note is
payable  quarterly on June 30, 2006, September 30, 2006 and on the maturity date
of  the Amended Note. Upon an event of default as described in the Amended Note,
SIBL  has  several rights and remedies, including causing the Amended Note to be
immediately  due  and  payable.

The  Amended Note is secured by a second lien on the Reedy Creek Property. It is
guaranteed  by  the Company and Malcolm J. Wright, the Company's Chief Executive
Officer  and  Chairman  pursuant to a Modification and Reaffirmation of Guaranty
and Environmental Indemnity Agreement. We believe that without the guarantees of
Mr.  Wright,  it  would  have  been more difficult, if not impossible, for us to
secure the SIBL, loan facility. In consideration for Mr. Wright's guarantee, and
pursuant to an existing agreement between Mr. Wright and the Company, Mr. Wright
earned  a  fee  equal  to  three percent (3%) of principal amount of the Amended
Note. The Company will pay this fee through the grant of 240,000 warrants to Mr.
Wright  to purchase shares of the Company's common stock at an exercise price of
$1.02  per  share. These warrants will expire 5 years from the expiration of the
guaranty.

In connection with the exercise of the Reedy Creek Option, the Company and Reedy
Creek  Acquisition  Company  arranged  to receive a $7,000,000 loan from Bankers
Credit  Corporation  ("Bankers  Credit").  Under the terms of the Bankers Credit
loan,  Bankers  Credit  advanced  Reedy  Creek Acquisition Company $3,000,000 at
closing  and  an additional $4,000,000 subsequent to the date of closing, for an
aggregate  of  $7,000,000.

The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or  15% per year. The interest rate of the Bankers Credit Note as of August
2,  2006  was  15% (with a prime rate, as reported by the Wall Street Journal of
8.25%).  Interest  on  the  Bankers Credit Note is payable monthly. The maturity
date  of  the  Bankers  Credit  Note  is January 3, 2007, when all principal and
unpaid  interest  is due and payable. Pursuant to the Bankers Credit Note, Reedy
Creek  Acquisition  Company  agreed  to  pay  a 10% late charge on any amount of
unpaid  principal  or interest under the Bankers Credit Note. The Bankers Credit
Note  is  subject to a 1% exit fee. Upon an event of default as described in the
Bankers  Credit  Note, Bankers Credit has several rights and remedies, including
causing  the  Bankers  Credit  Note  to  be  immediately  due  and  payable.

The  Bankers Credit Note is secured by a first lien on the Reedy Creek Property.
Additionally,  the  Bankers Credit Note is guaranteed by the Company and Malcolm
J.  Wright,  the  Company's  Chief  Executive Officer and Chairman pursuant to a
Guaranty  Agreement.  We  believe  that without the guarantees of Mr. Wright, it
would  have been more difficult, if not impossible, for us to secure the Bankers
Credit, loan facility. In consideration for Mr. Wright's guarantee, and pursuant
to an existing agreement between Mr. Wright and the Company, Mr. Wright earned a
fee equal to three percent (3%) of the Bankers Credit Note. The Company will pay
this  fee through the grant of 210,000 warrants to Mr. Wright to purchase shares

                                       46


of  the  Company's  common  stock at an exercise price of $1.02 per share. These
warrants  will  expire  5  years  from  the  expiration  of  the  guaranty.

Reedy  Creek  Acquisition Company utilized the initial proceeds from the Bankers
Credit  loan  to pay a portion of the amount owed on the existing first mortgage
note  issued  to  the  sellers  of  the Reedy Creek Property. The holder of this
mortgage  agreed  to  release  the  mortgage in exchange for this payment. Reedy
Creek  Acquisition  Company  has now paid the balance of this mortgage note upon
the  receipt  of  the  balance  of  the  Bankers  Credit  loan.

While  we  currently  believe  we have sufficient funds to continue our business
plan,  because we have decided not to move forward with the KeyBank Construction
Loan, we will need to find alternative financing for the construction of Phase 1
of  the  Sonesta  Resort,  of  which  there  can  be  no  assurance.

We  have  established  a relationship with GMAC Bank, through Millennium Capital
Mortgage,  to provide construction financing to the individual purchasers of the
Sonesta  Resort  town homes, which funding we believe will enable all town homes
and  amenities at Tierra del Sol to be built through this program. Additionally,
we  are  in  the  process of negotiating with several lenders for a construction
loan  on  favorable  terms  for  the  condominiums  and/or for the clubhouse. We
anticipate  that  such  loan  will  be evidenced by a firm commitment during the
month of September 2006, but we have no assurances a commitment will be secured.
Assuming  we are able to enter into a subsequent funding arrangement, we believe
that we have sufficient funds to provide for the completion of Phase 1, assuming
there  are  no  material  cost overruns, delays or further increases in material
costs.  Phase  2  will  be  financed  separately.

However, even if we are able to secure sufficient financing for the construction
of  Phase  1  of  the  Sonesta  Resort, moving forward, our growth and continued
operations  may be impaired by limitations on our access to the capital markets.
In the event that our current anticipated costs of developing the Sonesta Resort
and/or  the  Reedy Creek Property, are more than we anticipate, and/or our other
travel  service  operations do not continue to generate revenue at their current
levels,  we may not have sufficient funds to complete such construction projects
and/or  repay amounts owed on the notes payable described above. As a result, we
may  be  forced  to  reduce  our  annual  construction  goals  and  maintain our
operations  at current levels, and/or scale back our operations which could have
a  material  adverse  impact upon our ability to pursue our business plan and/or
the  value  or common stock. There can be no assurance that capital from outside
sources  will  be available, or if such financing is available, that it will not
involve  issuing  further  securities  senior  to  our  common  stock  or equity
financings  which  are  dilutive  to  holders  of  our  common  stock.

While  our  common stock currently trades on the Over-The-Counter Bulletin Board
in  the  United  States, there is the potential that we may choose to change our
common  stock listing to an alternative market in order to improve our liquidity
and  our  access  to  the  capital  markets.

                                       47




                                  RISK FACTORS
                                 ---------------

                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  December  31, 2005, we had an
accumulated  deficit  of  $13,499,420  and  as  of  June  30,  2006,  we  had an
accumulated  deficit  of  $11,510,650.

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. On
December  29,  2005,  certain  affiliates  of  the Company closed two (2) credit
facilities  with  Key  Bank related to the Sonesta Resort. The credit facilities
consisted  of  a $40,000,000 revolving construction loan which we planned to use
to  construct Phase 1 of the Sonesta Resort (the "Construction Loan"), but which
we  have  subsequently  elected  not to open and a $14,850,000 term loan used to
finance  the  acquisition  of  the  property  for  the Resort and to pay certain
related  costs (the "Land Loan"). Since we have not decided to move forward with
the  Construction  Loan  financing, we will need to obtain alternative financing
for  the  construction  of  Phase  1 of the Sonesta Resort, which may be on less
favorable  terms  than  the Construction Loan, if such financing is available at
all.  We  are currently working with several financing sources and hope to close
additional  financing  in  September  2006.  If  we  are unable to enter into an
alternative  funding  arrangement in connection with the construction of Phase 1
of  the Sonesta Resort, generate enough operating revenue to satisfy our capital
needs,  or  if  we  cannot  obtain future capital from our founding and majority
shareholders or from Stanford, and/or if we are not able to repay the Land Loan,
it will have a material adverse effect on our financial condition and results of
operation.

WE  OWE  A  SIGNIFICANT  AMOUNT  OF MONEY TO KEYBANK IN CONNECTION WITH THE LAND
LOAN,  WHICH  MONEY WE DO NOT CURRENTLY HAVE, AND WHICH LOANS ARE SECURED BY THE
SONESTA  RESORT.

                                       48



The  occurrence of any one or more "events of default" under the Land Loan would
allow  KeyBank to pursue certain remedies against us including taking possession
of  the Sonesta Resort project; withholding further disbursement of the proceeds
of the loan and/or terminate KeyBank's obligations to make further disbursements
thereunder; and/or declaring the note evidencing the loans to be immediately due
and  payable.  We  do  not  currently  have cash on hand sufficient to repay the
approximately  $13,806,000  which was borrowed from KeyBank pursuant to the Land
Loan  as  of June 30, 2006. The Land Loan is due for repayment on June 28, 2007,
and  we  do  not  currently  have  sufficient  cash to repay such loan when due.
Furthermore,  we  currently  anticipate  the  need  for  a significant amount of
additional  funding  to  complete  the  construction  of  Phase 1 of the Sonesta
Resort,  and  as such, we will likely not have sufficient cash to repay the Land
Loan or any future loan in connection with the funding of Phase 1 of the Sonesta
Resort,  assuming  such financing is obtained, until the completion of the units
in  the  Sonesta  Report,  without  additional financing. If we do not repay the
amounts owning under the Land Loan or any subsequent loans when due, KeyBank may
take  possession  of the Sonesta Resort project, and we may be forced to curtail
or  abandon  our  current  business  plans,  which  could cause the value of our
securities  to  become  worthless.

Furthermore,  we  have  established  a  relationship  with  GMAC  Bank,  through
Millennium Capital Mortgage, to provide construction financing to the individual
purchasers  of  the  Sonesta  Resort  town  homes, which funding we believe will
enable  all  town homes and amenities at Tierra del Sol to be built through this
program. Additionally, we are in the process of negotiating with several lenders
for  a  construction loan on favorable terms for the condominiums and/or for the
clubhouse.  We  anticipate that such loan will be evidenced by a firm commitment
during  the  month  of September 2006, but we have no assurances of a commitment
will  be  obtained.  Assuming  we  are  able  to enter into a subsequent funding
arrangement,  we  believe  that we will have sufficient funds to provide for the
completion  of  Phase 1, assuming there are no material cost overruns, delays or
further  increases  in  material  costs.  We plan to finance Phase 2 separately.

WE  HAVE  RECEIVED  $10,355,000  MILLION  OF  CONVERTIBLE  DEBT  FINANCING  FROM
STANFORD, WHICH IS SECURED BY MORTGAGES ON OUR PROPERTY AND LIENS ON OUR ASSETS.

We  have  received  an  aggregate  of  $10,355,000  million  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  has  been  re-structured  to  be
          secured  by  a first mortgage on land owned by third parties. However,
          Stanford  has  agreed that the mortgage securing the $6,000,000 credit
          facility  shall  be  released  in  exchange for payment of the primary
          obligations  it secures, which includes the the release of the Letters
          Of  Credit.  In  consideration  of  Stanford's release of the mortgage
          securing  the  $6,000,000  credit  facility,  we have granted Stanford
          warrants  to acquire up to 2% of each of the Development Partnerships.

                                       49




          A component of that collateral is that Stanford has an option to elect
          to  receive  warrants  to purchase Series E Preferred Stock in lieu of
          and  equivalent  to  distributions  (after  tax)  from the Development
          Partnerships.  Series  E  Preferred  Stock  has  a conversion value to
          common  stock  at  $15.00  per  common  share. Other assets previously
          provided  to  secure this credit facility, including 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  remain  as  security  for  the  debt.

     -    Our $ $3,000,000  credit  facility  is  secured  by  collateral
          assignments  of  our stock in American Leisure Marketing & Technology,
          Inc.,  Orlando  Holidays,  Inc,  American  Leisure,  Inc,  Welcome  To
          Orlando,  Inc,  American  Travel  &  Marketing Group, Inc. and Hickory
          Travel  Systems,  Inc.

     -    Our $1,355,000  credit  facility  is  secured  by  all  of  the issued
          and outstanding stock of our subsidiaries American Leisure Marketing &
          Technology,  Inc.,  Orlando  Holidays,  Inc,  American  Leisure,  Inc,
          Welcome  To Orlando, Inc., American Travel & Marketing Group, Inc. and
          Hickory  Travel  Systems,  Inc.  This  facility is non-recourse to the
          Company  but  for  the  assets  and  revenues  of  those subsidiaries.

In  addition,  Malcolm  J.  Wright,  our  Chief  Executive  Officer and Chairman
provided  a  personal  guarantee  for our $6,000,000 credit facility. We believe
that without the guarantees of Mr. Wright, it would have been more difficult, if
not  impossible,  for us to secure the Stanford  credit facility.  If we fail to
comply  with  the  covenants  in  our  credit  facilities, Stanford can elect to
accelerate  the amounts due under the credit facilities and may foreclose on our
assets  and  property  that  secure  the  loans.

BUSINESS  ACQUISITIONS  OR  JOINT  VENTURES  MAY  DISRUPT  OUR  BUSINESS, DILUTE
SHAREHOLDER  VALUE  OR  DISTRACT  MANAGEMENT  ATTENTION.

As  part  of  our  business  strategy,  we  may  consider the acquisition of, or
investments  in,  other  businesses  that  offer  services  and  technologies
complementary to ours. If the analysis used to value acquisitions is faulty, the
acquisitions  could  have  a  material  adverse  affect on our operating results
and/or  the  price of our common stock. Acquisitions also entail numerous risks,
including:

     -    difficulty  in  assimilating  the  operations,  products and personnel
          of  the  acquired  business;
     -    potential  disruption  of  our  ongoing  business;  -  unanticipated
          costs  associated  with  the  acquisition;
     -    inability  of  management  to  manage  the  financial  and  strategic
          position  of  acquired  or  developed  services  and  technologies;
     -    the  diversion  of  management's  attention  from  our  core business;
     -    inability  to  maintain  uniform  standards,  controls,  policies  and
          procedures;

                                       50



     -    impairment  of  relationships  with  employees  and  customers,  which
          may  occur  as  a  result  of  integration  of  the acquired business;
     -    potential  loss  of  key  employees  of  acquired  organizations;
     -    problems  integrating  the  acquired  business,  including  its
          information  systems  and  personnel;
     -    unanticipated  costs  that  may  harm  operating  results;  and
     -    risks  associated  with  entering  an industry in which we have no (or
          limited)  prior  experience.

If  any  of  these  occur,  our  business,  results  of operations and financial
condition  may  be  materially  adversely  affected.

                RISKS RELATED TO OUR RESORT DEVELOPMENT DIVISION

WE  OWE A SIGNIFICANT AMOUNT OF MONEY TO KEYBANK, NATIONAL ASSOCIATION, WHICH WE
DO  NOT  CURRENTLY  HAVE  FUNDS  TO RE-PAY, AND WHICH LOANS INCLUDE LIENS ON OUR
PROPERTIES.

In  December  2005,  we  closed  two  credit  facilities  with KeyBank, National
Association  ("KeyBank")  related  to  the Sonesta Resort. The credit facilities
consisted of a $40,000,000 revolving credit line (the "Construction Loan") and a
$14,850,000  term loan to be used to finance the acquisition of the property for
the resort (the "Land Loan"). We have since decided not to move forward with the
Construction  Loan,  however we have approximately $13,806,000 outstanding under
the  Land  Loan  to  date. The Land Loan bears interest at the rate of the daily
London  Interbank  Offered  Rate  ("LIBOR") plus  3.10%, respectively, currently
8.69%,  with  the  LIBOR  equal to approximately 5.59% as of August 2, 2006. The
maturity  date  of the Land Loan is June 28, 2007. The Land Loan is secured by a
first  lien  on  the  land  within  Phase 2 of the Sonesta Resort, including any
improvements,  easements,  and rights of way; a first lien and security interest
in  all  fixtures  and personal property, an assignment of all leases, subleases
and  other  agreements  relating  to the property; an assignment of construction
documents;  a  collateral  assignment of all contracts and agreements related to
the  sale  of  each  condominium  unit;  a collateral assignment of all purchase
deposits  and  any management and/or operating agreement. As of the date of this
filing  we have borrowed $13,806,000 under the Land Loan, which amount we do not
currently  have  funds  on  hand to repay. We are under no pressure to repay the
Land  Loan.  Our  business  plan includes retiring that debt with a construction
loan  to  build Phase 2 of the Sonesta Resort, assuming that we raise sufficient
funding  to complete the construction of Phase 1 of the Sonesta Resort first, of
which  there  can  be  no  assurance.

WE  NEED  SIGNIFICANT  ADDITIONAL  FINANCE  FACILITIES TO BEGIN AND COMPLETE THE
DEVELOPMENT OF PHASE 2 OF THE SONESTA RESORT, TO BEGIN THE VERTICAL CONSTRUCTION
OF  PHASE  1  OF  THE  SONESTA  RESORT  AND  TO  BEGIN  AND COMPLETE OUR PLANNED
CONSTRUCTION  OF  THE  REEDY  CREEK  PROPERTY.

                                       51



As  we have decided not to move forward with the Construction Loan, we currently
anticipate  the  need for a significant amount of additional funding to complete
the  development  of  Phase  1  of  the  Sonesta Resort. Additionally, we do not
currently  have  sufficient  capital to begin or complete Phase 2 of the Sonesta
Resort  and/or our planned development of the Reedy Creek Property (as described
above). We are currently in discussions with several parties regarding obtaining
financing  for the vertical construction of Phase 1 of the Sonesta Resort, which
we  hope  to  obtain  in September 2006, of which there can be no assurance. Our
plan  for  the  financing  of  the Phase 2 town homes is to use a program from a
national  mortgage  lender to employ construction loans issued to each purchaser
that  will,  upon  completion, convert to permanent, conventional mortgages. The
finance  plan for the Phase 2 amenities is to employ a line of credit secured by
a  segment of the profits from the sale of the residential units. We will employ
a conventional construction loan for the condominium units. As of this date, the
Company  has  not  yet  secured  the  line  of  credit  for the amenities or the
construction  loan  for the condominium units. It is impossible at this time for
us  to  estimate the cost of completing Phase 1 or Phase 2 of the Sonesta Resort
and/or the development of the Reedy Creek Property, however, based upon the size
of  the  projects, we would anticipate such costs to be substantial. We will not
begin  the  construction  of  Phase  1  or Phase 2 until we have capitalized the
construction  appropriately.  If  we cannot obtain the appropriate financing, we
may have to delay the commencement of the construction of Phase 1 and/or Phase 2
until  such  time  as  we  have  adequate  funding  available. We may never have
sufficient capital to begin or complete the development of Phase 1 or Phase 2 of
the  Sonesta  Resort  which  could force us to modify or abandon the development
plan  for the Sonesta Resort. Our business plan for the development of the Reedy
Creek  Property is to enter into a partnership agreement with an experienced and
high  credit development partner, and as such, we do not expect to raise capital
or incur debt to begin or complete that project. At present, the Company has not
yet  chosen  such partner although we are in receipt of proposals from qualified
developers  that  are  consistent  with  our  business  plan.

THE  CONSTRUCTION  OF THE SONESTA RESORT IS SUBJECT TO DELAYS AND COST OVERRUNS,
WHICH  COULD  CAUSE THE ESTIMATED COST OF THE RESORT TO INCREASE AND WHICH COULD
CAUSE  US  TO  CURTAIL  OR  ABANDON  THE  CONSTRUCTION  OF  THE  SONESTA RESORT.

All  construction  projects,  especially  construction  projects as large as our
planned  Sonesta  Resort  are  subject  to  delays  and  cost  overruns. We have
experienced  very  significant cost increases and overruns since sales commenced
in  2004,  due  to  significant price increases in construction materials, which
have been exacerbated by the hurricanes of 2004 and 2005, as well as to a lesser
extent  the  threat  of  hurricanes  in  2006. The increased costs have impacted
construction throughout the southeastern United States and are not unique to us.
Because  of  the  significant  cost  increases,  we  are  evaluating and plan to
implement  a  program to revise upwards the price of sold and unsold units or to
cancel contracts on units because of cost overruns. If we continue to experience
substantial  delays or additional cost overruns during the construction of Phase
1  of the Sonesta Resort and/or Phase 2, we could be forced to obtain additional
financing  to complete the projects, which could be at terms worse than our then

                                       52



current funding, assuming such funding is available to us at all, of which there
can  be no assurance, and could force us to curtail or abandon our current plans
for  Phases  1 and 2 of the Sonesta Resort. As a result, sales of our town homes
and  condominiums could be severely effected, which could force us to curtail or
abandon  our  business plans and/or could make it difficult if not impossible to
repay the significant amount of money due to KeyBank (as explained above), which
as  a  result  could  cause  the  value  of  our securities to become worthless.

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, and to the extent claims are not satisfied by
third-party  warranty  coverage, 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, CHIEF FINANCIAL
OFFICER  AND  AS  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS,  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  our  resorts including The Sonesta Orlando Resort at Tierra Del
Sol ("ALREG") and Reedy Creek Property. Mr. Wright has a 100% interest in ALREG.
Additionally,  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 and Reedy Creek. Mr. Wright is also an officer and shareholder of
Inovative  Concepts,  Inc.,  which  does  not  have  any  operations, M J Wright
Productions,  Inc.,  which  does  not  have  any  operations, but which owns our
Internet  domain  names,  Resorts  Development  Group, LLC which develops resort
properties in Orlando including Bella Citta, Los Jardines Del Sol, The Preserve,
Tortuga  Cay  and Sherberth Development LLC, Resorts Construction, LLC with whom
we  have  contracted to construct part of the Sonesta Resort as described above,
Resorts Concepts, LLC which operates a design business, Titan Manufacturing, LLC
from  whom  we  intend  to purchase roof tiles for our developments, South Beach
Resorts LLC in conjunction with Mr. Pauzar and Mr. Maddock which is redeveloping

                                       53



the  Boulevard Hotel on South Beach, Miami. Because Mr. Wright is employed by us
and  the  other  party  to  these  transactions,  Mr. Wright might profit from a
transaction  when  we  do  not.

Management  believes that these transactions are in the best interest of, or not
detrimental  to,  the Company, and are as good or better than could be achieved,
if  even  possible  to  achieve,  by  contracting with a wholly unrelated party.
Additionally, the transactions were negotiated by us in a manner akin to an arms
length  transaction.  Additionally,  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. Mr. Wright, however, has personally guaranteed
our  debts,  and  has encumbered his personal assets to secure financing for the
above  described  projects.

BECAUSE  MALCOLM  J. WRIGHT, WHO SERVES AS OUR CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL  OFFICER  AND THE CHAIRMAN OF THE BOARD OF DIRECTORS, 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 ALREG, Xpress Ltd., Inovative Concepts,
Inc.,  M  J  Wright  Productions,  Inc., Resorts Development Group, LLC, Resorts
Construction,  LLC,  Titan  Manufacturing  LLC, Tortuga Cay Resort, LLC, Osceola
Business  Managers,  Inc.,  Florida  World, Inc., SBR Holding LLC (a non trading
holding  company  of  South  Beach  Resorts,  LLC),  RDG LLC, and SunGate Resort
Villas,  Inc. Mr. Wright is engaged full-time as the Company's Chairman and as a
senior  executive  officer.  Although Mr. Wright has not indicated any intention
to  reduce his activities on behalf of the Company, 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. If Mr. Wright does not spend sufficient time
serving our company, it could have a material adverse effect on our business and
results  of  operations.

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. For example, 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 Wright Resorts Villas &
Hotels,  Inc. However, we do not have any agreements with our officers regarding
the  bonus  other  than  our  agreement  with  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

                                       54


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  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. Additionally, if we pay bonuses in the future
it  will  take  away  from  the amount of money we have to repay our outstanding
loans  and  the  amount  of  money  we  have  available  for reinvestment in our
operations  and  as a result, our future results of operations and business plan
could  be affected by such bonuses, and we could be forced to curtail or abandon
our  current  business  plan  and  plans  for  future  expansion.

WE  HAVE  EXPERIENCED  DELAYS  IN  OBTAINING  SIGNATURES  FOR  AGREEMENTS  AND
TRANSACTIONS, WHICH HAVE PREVENTED THEM FROM BEING FINALIZED AND/OR DISCLOSED IN
OUR  FILINGS.

We  have  experienced  delays in obtaining signatures for various agreements and
transactions  in  the past. In some cases, we have either disclosed the terms of
these agreements and transactions in our periodic and other filings with the SEC
and/or  filed  such  agreements  with only the limited signatures which we could
obtain  by  the  required  filing  dates  of such reports, with the intention to
re-file  such  agreements  at a later date once we are able to obtain all of the
required  signatures;  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  RELY  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  Frederick Pauzar. Mr. Wright is the Chairman of the Company and
the  Company's  Chief  Executive  Officer.  Mr.  Pauzar  is the President, Chief
Operating  Officer  and  a  Director  of the Company. Our ability to operate and
implement  our  business  plan  is dependent on the continued service of Messrs.
Wright  and  Pauzar.  We  are in the process of entering into written employment
agreements  with  Mr.  Wright  and  Mr.  Pauzar.  If we are unable to retain and
motivate  them  on  economically  feasible  terms,  our  business and results of
operations  will  be  materially adversely affected. In addition, the absence of
Mr.  Wright  or  Mr. Pauzar may force us to seek a replacement who may have less
experience  or  who  may  not  understand  our  business  as  well.

                                       55




IF  WE  DO NOT EVENTUALLY PAY MALCOLM J. WRIGHT, OUR CHIEF EXECUTIVE OFFICER AND
DIRECTOR  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 filing of this report; however, he is entitled
to  receive  various  forms  of remuneration from us such as accrued salary of $
800,000  per  year  beginning in 2004, accrued salary of $ 550,000 per year from
2002  to  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 valuable
services  that those entities have provided to us for The Sonesta Orlando Resort
at  Tierra  Del Sol. In June 2006, Mr. Wright was paid $1,540,500 of the accrued
salaries  that he was owed which consisted of accrued salaries of $1,275,000 and
accrued  interest of $265,500. As of June 30, 2006, the total accrued and unpaid
remuneration  due  to  Mr. Wright in connection with his salary as an officer of
the  Company totaled $1,825,000 and an additional 341,250 in interest as of June
30,  2006.  If  we do not have sufficient cash on hand to pay Mr. Wright for his
salary,  director's  compensation  and  bonus in the future, he may determine to
spend  less of his time on our business or to resign his positions as an officer
and  a  director.

COMPANIES AFFILIATED WITH OUR CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD,
MALCOLM  J.  WRIGHT  ARE PAID A SUBSTANTIAL AMOUNT OF OUR REVENUES IN CONNECTION
WITH  SERVICES  RENDERED.

Certain  companies  controlled  by  our  Chief  Executive  Officer and Director,
Malcolm  J. Wright, including American Leisure Real Estate Group, Inc. ("ALRG"),
which  entered  into  an  exclusive  Development  Agreement with our subsidiary,
Tierra  del Sol Resort, Inc. ("TDSR") and Xpress, Ltd. ("Xpress"), which entered
into  an exclusive sales and marketing agreement with TDSR in November 2003, are
paid  substantial  fees in connection with services rendered to us in connection
with such agreements. In connection with ALRG's Development Agreement with TDSR,
we  are required to pay ALRG a fee in the amount of 4% of the total costs of the
development  of  the Sonesta Resort paid by ALRG. As of June 30, 2006, the total
costs  and fees paid by ALRG amounted to $22,398,243, of which 4% of such amount
is  equal  to  approximately  $895,930.  In  connection  with  Xpress' sales and
marketing agreement, we agreed to pay Xpress a sales fee in the amount of 3% and
a marketing fee of 1.5% of the total sales prices received by TDSR in connection
with  sales  of  units  in  the  Sonesta Resort, which shares are payable in two
installments,  one-half  of  the sales fee and all of the marketing fee when the
rescission  period  has  elapsed in a unit sales agreement and the other half of
the sales fee upon the actual conveyance of the unit. As of June 30, 2006, total
sales  of  units in the Sonesta Resort were approximately $223,654,843, and as a
result,  TDSR was obligated to pay Xpress a fee of $6,709,645 in connection with
sales  and  marketing fees, and as of June 30, 2006, $6,765,244 had been paid to
Xpress, which number includes fees paid on cancelled sales, which fees Xpress is
able to keep. Additionally, TDSR will be obligated to pay Xpress $3,354,823, the

                                       56



other  half  of  the  sales  fees  upon  conveyance of the units. These payments
represent  a  significant  portion  of  our  non-restricted  current  cash  and
equivalents  and  as  a result of such payments, we could have less cash on hand
than  we will require for our operations and upcoming liabilities. Additionally,
as  a  result  of  such  payments, we may be forced to curtail or scale back our
business  plan,  which could have a material adverse effect on the trading value
of  our  common stock.  We believe, however, that the transactions with ALRG and
Xpress  are  in  the  best  interest of the Company and provide efficiencies and
savings  not  otherwise  available  in  the  open  market.

                      RISKS RELATED TO OUR TRAVEL DIVISION

WE  NEED  APPROXIMATELY $2,500,000 OF CAPITAL THROUGH THE END OF THE 2005 FISCAL
YEAR FOR OUR TRAVEL DIVISION OPERATIONS AND THE OPERATIONS OF HICKORY, WHICH MAY
NOT  BE  AVAILABLE  TO  US  ON  FAVORABLE  TERMS,  IF  AT  ALL.

We  anticipate  needing to raise approximately $2,000,000 through the end of the
2006  fiscal year for the working capital needs for the Travel Division, as well
as  approximately  $500,000  for  the  operations  of  Hickory,  which  includes
Hickory's  requirement  to  cover  its  seasonal  losses,  and  TraveLeaders'
requirements  during  its  reorganization to adopt our business models. 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

                                       57


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.

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 and 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 or
increased  volume  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;

                                       58



     -    political  instability,  war  and  hostilities;
     -    long  term  bad  weather;
     -    fuel  price  escalation;
     -    increased  occurrence  of  travel-related  accidents;  and/or
     -    economic  downturns  and  recessions.

OUR TRAVEL REVENUES MAY FLUCTUATE FROM QUARTER TO QUARTER DUE TO SEVERAL FACTORS
INCLUDING  FACTORS  THAT  ARE  OUTSIDE  OF  OUR CONTROL, AND IF BECAUSE OF THESE
FACTORS, 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 of 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

                                       59



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.

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

                                       60



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.

WE  RELY  AND  PLAN  TO  RELY  ON  ONLY  A  FEW  MAJOR CLIENTS FOR OUR REVENUES.

We  plan  to  focus  our marketing efforts on developing long-term relationships
with companies in our targeted travel and vacation resort industry. As a result,
we  will  derive  a  substantial  portion  of  our  revenues from relatively few
clients. There can be no assurances that we will not continue to be dependent on
a  few  significant  clients, that we will be able to retain those clients, that
the  volumes  of  profit margins will not be reduced or that we would be able to
replace  such  clients  or  programs with similar clients or programs that would
generate  a  comparable  profit margin. Consequently, the loss of one or more of
those  clients  could have a material adverse effect on our business, results of
operations  or  financial  condition.

             RISKS RELATING TO OUR STOCK AND GENERAL BUSINESS RISKS

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.  Additionally,  we have granted an additional 616,000 warrants to
SIBL  and  affiliates  to purchase shares of our Common Stock at $5.00 per share
and  308,000  warrants  to  SIBL and affiliates to purchase shares of our Common
Stock  at  $0.001  per  share. Re-pricing of our warrants and issuing additional
warrants  has  caused  and  may  cause  substantial  additional  dilution to our
existing  shareholders and shareholders owning shares of our common stock at the
time  of  the  exercise  of  such  warrants  described  above,  if  exercised.

WARRANTS  GRANTED  TO  STANFORD INTERNATIONAL BANK, LTD., IN CONNECTION WITH THE
TIERRA  DEL SOL LOAN AND LETTERS OF CREDIT CONTAIN ANTI-DILUTION FEATURES, WHICH
COULD  EFFECT  THE  VALUE  OF  OUR  COMMON  STOCK.

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra Del Sol Loan") however, as
consideration  for  the  purchase  of our Antiguan call center and in connection
with  our entry into the Stock Purchase Agreement, described above, SIBL forgave
this  note and $191,100 of accrued interest, and the establishment of letters of

                                       61



credit  in  favor  of  KeyBank  in  the  amount  of  $4,000,000  and $2,000,000,
respectively (the "Letters of Credit"), the fees for which amounting to $540,000
were also forgiven as part of the consideration for the purchase of the Antiguan
call  center.  As  additional  consideration  for  this financial assistance, we
granted  SIBL  and  its  affiliates  warrants  to purchase 308,000 shares of our
common  stock  at  an exercise price of $5.00 per share and warrants to purchase
154,000  shares  of  our  common stock at an exercise price of $0.001 per share.
Additionally,  in January 2006, in connection with the SIBL Reedy Creek Loan, we
granted  SIBL  and  its  affiliates  warrants  to purchase 308,000 shares of our
common  stock  at  an exercise price of $5.00 per share and warrants to purchase
154,000  shares of the Company's common stock at an exercise price of $0.001 per
share.  The  warrants  expire  5  years from the dates of issuance. The warrants
contain  anti-dilution  provisions,  including  a provision which requires us to
issue  additional shares under the warrants if we issue or sell any common stock
at  less  than  $1.02 per share, or grant, issue or sell any options or warrants
for  shares  of  the Company's common stock to convert into shares of our common
stock  at  less  than $1.02 per share. If we do issue or sell common stock which
causes  a  re-pricing  of  the  warrants issued to SIBL, it would likely have an
adverse  effect  on  the  trading  value  of  our  common  stock and could cause
substantial  dilution  to  our  then  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  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.

                                       62




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.

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 Chief Executive Officer and Chief Financial Officer
and  as  a  Director,  and Roger Maddock, one of our majority shareholders, own,
directly  and  indirectly, approximately an aggregate of 73% of the voting power
in us. 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.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED  FROM  THE  OVER-THE-COUNTER  BULLETIN  BOARD.

Pursuant  to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to the
timely  filing of periodic reports with the SEC, any OTCBB issuer which fails to
file  a  periodic  report  (Form  10-QSB's  or 10-KSB's) by the due date of such
report  (not withstanding any extension granted by the filing of a Form 12b-25),

                                       63



three  (3)  times  during  any  twenty-four  (24)  month period is automatically
de-listed  from  the  OTCBB.  Such removed issuer would not be re-eligible to be
listed  on  the OTCBB for a period of one-year, during which time any subsequent
late filing would reset the one-year period of de-listing. If we are late in our
filings  three times in any twenty-four (24) month period and are de-listed from
the  OTCBB,  our securities may become worthless and we may be forced to curtail
or  abandon  our  business  plan.

IF  THERE  IS  A  MARKET  FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

If  there  is a market for our common stock, we anticipate that such market will
be  subject  to wide fluctuations in response to several factors, including, but
not  limited  to:

     (1)  actual  or  anticipated  variations  in  our  results  of  operations;
     (2)  our  ability  or  inability  to  generate  new  revenues;
     (3)  the  number  of  shares  in  our  public  float;
     (4)  increased  competition;  and
     (5)  conditions  and  trends  in the travel services, vacation, and/or real
          estate and  construction  markets.

Furthermore,  because  our  Common  Stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate  to  our  operating  performance. These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our common stock. Additionally, at present, we have a limited
number  of  shares  in our public float, and as a result, there could be extreme
fluctuations  in  the  price  of  our  common stock. Further, due to the limited
volume  of  our shares which trade and our limited public float, we believe that
our stock prices (bid, asked and closing prices) are entirely arbitrary, are not
related  to the actual value of the Company, and do not reflect the actual value
of  our  common  stock (and in fact reflect a value that is much higher than the
actual  value  of our Common Stock). Shareholders and potential investors in our
Common Stock should exercise caution before making an investment in the Company,
and should not rely on the publicly quoted or traded stock prices in determining
our  Common  Stock value, but should instead determine value of our Common Stock
based  on  the  information  contained in the Company's public reports, industry
information, and those business valuation methods commonly used to value private
companies.


ITEM  3.  CONTROLS  AND  PROCEDURES

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  Chief
          Executive  Officer  and  Chief Financial Officer, after evaluating the
          effectiveness  of  the  Company's "disclosure controls and procedures"
          (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
          15d-15(e))  as  of  the  end  of  the period covered by this quarterly
          report  (the  "Evaluation  Date"),  has  concluded  that  as  of  the
          Evaluation  Date, our disclosure controls and procedures are effective
          to  provide  reasonable  assurance that information we are required to

                                       64



          disclose  in  reports that we file or submit under the Exchange Act is
          recorded,  processed,  summarized and reported within the time periods
          specified  in  the Securities and Exchange Commission rules and forms,
          and  that  such  information  is  accumulated  and communicated to our
          management,  including our Chief Executive Officer and Chief Financial
          Officer,  as appropriate, to allow timely decisions regarding required
          disclosure.

          However,  because  we  have  not  fully  integrated our administrative
          operations,  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 as well as
          accumulating  and  communicating  such  information to our management,
          including  our Chief Executive Officer and Chief Financial Officer, as
          appropriate  to  allow timely decisions regarding required disclosure.
          We  believe  that  until  we  have fully integrated our administrative
          operations,  we  will  continue  to  face  such pressure regarding the
          timeliness  of  our filings as specified in the Commission's rules and
          forms  which  could lead to a future determination that our disclosure
          controls  and  procedures  are not effective as of a future evaluation
          date.

     (b)  Changes  in  internal  control  over  financial  reporting. There were
          no  significant  changes  in  the  Company's  internal  control  over
          financial  reporting  during the fiscal quarter covered by this report
          that  materially  affected,  or  are  reasonably  likely to materially
          affect,  the  Company's  internal  control  over  financial reporting.


                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

Our  subsidiary  American  Leisure,  Inc.  and  our  Chief Executive Officer and
Chairman,  Malcolm  J.  Wright are parties to 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 J. 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.  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

                                       65



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  an  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.

In  March  2004,  Manuel Sanchez and Luis Vanegas as plaintiffs filed a lawsuit,
Case No. 04-4549 CA 09, in the Circuit Court of the Eleventh Judicial Circuit in
and  for  Miami  Dade  County, Florida which includes American Leisure Holdings,
Inc.,  Hickory  Travel Systems, Inc., Malcolm J. Wright and L. William Chiles as
defendants.  They are claiming securities fraud, violation of Florida Securities
and  Investor  Protection  Act, breach of their employment contracts, and claims
for  fraudulent  inducement.  We and the other defendants have denied all claims
and have a counterclaim against Manuel Sanchez and Luis Vanegas for damages. The
litigation  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 are vigorously defending the
lawsuit.

In  early  May  2004,  Around  The  World Travel, Inc., of which we subsequently
purchased  substantially  all  of  the assets, 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. We 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. In June of 2005, the
court  dismissed certain claims of tortious interference against the Company and
Malcolm  J.  Wright and provided Seamless with leave to amend all of their other
claims  with specificity. In addition, the court dismissed a claim of conspiracy
and  a  demand  for judgment. As of January 18, 2006, the Defendants filed their

                                       66



amended  answer  and  amended counterclaim. The Company's attorneys have filed a
comprehensive  reply seeking to dismiss the counterclaim against the Company and
Mr.  Wright.

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. The plaintiffs allege that
that  they  have not been paid for i) a subordinated promissory note owed by AWT
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 in Around The World Travel to Around The World
Holdings,  LLC; 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 to Around The World Holdings, LLC. 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. Despite the
absence  of any executed agreements, the plaintiffs also allege that in December
2004 they entered into a settlement agreement with the Company regarding some of
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. The Plaintiffs also
seek  a  declaratory  judgment  that  they  are  not bound by a provision in the
underlying  documents  on  which  they  rely that their action is barred by said
provision.  In the alternative, the Plaintiffs seek a ruling that the promissory
note,  undistributed  retained earnings and accrued bonuses are not subordinated
to  the  Galileo  Debt.  The  suit  seeks  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. Despite the
absence of any executed agreements, 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
filed  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 documents that grants
exclusive  jurisdiction to the courts located in Cook County, Illinois; a motion
to  disqualify,  based  upon  an alleged conflict of interest by the plaintiff's
attorneys.  A  hearing  on  the  case  is  scheduled to occur in September 2006.

On  August  10,  2006,  Patsy  Berman  and  Berman Mortgage Corporation served a
complaint  against  Tierra  del  Sol  Resort,  Inc.,  Malcolm  Wright, our Chief
Executive  Officer  and  Chairman,  and  a non-existent entity, Vantage Circa 39
Condotel  Limited  Partnership  ("Vantage"), in the 11th Judicial Circuit in and
for  Miami-Dade  County, Florida.  The complaint alleges that Tierra del Sol and
Vantage sought loans, that the plaintiffs offered to make loans, that Mr. Wright
guaranteed  the  loans,  that valid contracts were formed, and that because such
loans  did  not  close, the plaintiffs claim $3,550,000 in damages, representing
funding  fees,  brokerage  fees,  and  interest.  We  have  concluded  that  the

                                       67



plaintiffs'  complaint  is  wholly frivolous, and we intend to vigorously defend
the  action  and  to  seek attorney fees from the plaintiffs and their attorney.

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.


ITEM  2.  CHANGES  IN  SECURITIES

In  May  2006,  Daniel  Bogar exercised 19,250 of his outstanding stock options,
which options had an exercise price of $0.001 per share, in consideration for an
aggregate of $19.25, and was issued 19,250 shares of our restricted common stock
in  consideration  for  such  issuance. The Company relied on the exemption from
registration  set  forth in Section 4(2) of the Act in issuing the shares as the
issuance  of  the  securities  did  not involve a public offering, the recipient
acquired  the  shares  for  investment purposes 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 May 2006, Osvaldo Pi exercised 19,250 of his outstanding stock options, which
options  had  an  exercise  price  of  $0.001 per share, in consideration for an
aggregate of $19.25, and was issued 19,250 shares of our restricted common stock
in  consideration  for  such  issuance. The Company relied on the exemption from
registration  set  forth in Section 4(2) of the Act in issuing the shares as the
issuance  of  the  securities  did  not involve a public offering, the recipient
acquired  the  shares  for  investment purposes 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  May  2006,  SIBL  exercised  231,000 of its outstanding stock options, which
options  had  an  exercise  price  of  $0.001 per share, in consideration for an
aggregate  of $231, and was issued 231,000 shares of our restricted common stock
in  consideration  for  such  issuance. The Company relied on the exemption from
registration  set  forth in Section 4(2) of the Act in issuing the shares as the
issuance  of  the  securities  did  not involve a public offering, the recipient
acquired  the  shares  for  investment purposes 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.

Pursuant  to  a  Stock Purchase Agreement SIBL, effective June 30, 2006, we sold
all  of  our  interest  in  our former wholly owned subsidiary CLM, along with a
promissory  note  payable to us by CLM in the amount of $5,663,274, which amount
evidences  our  total  investment  in  CLM,  for  an aggregate purchase price of
$5,663,275.  In  connection  with  the purchase, SIBL also agreed to forgive the
interest  on several of our outstanding promissory notes with SIBL, and to amend
the  due  date  of  such  notes, described in greater detail above under "Recent
Events," and we agreed to grant SIBL a warrant to purchase 355,000 shares of our
common  stock  at  an exercise price of $10.00 per share, which warrants have an
expiration  date  of  April 30, 2008, and contain certain anti-dilution clauses,

                                       68




whereby if we grant any options or sell any shares of common stock for less than
$1.02  per  share, the exercise price of the 355,000 warrants will reset to such
lower  price.  We  relied on an exemption from registration set forth in Section
4(2)  of the Act in issuing the securities as the issuance of the securities did
not  involve  a  public  offering,  the  recipient  acquired  the securities for
investment  purposes  and  we took appropriate measures to restrict transfer. No
underwriters  or  agents  were  involved  in  the  foregoing  issuance  and  no
underwriting  discounts  were  paid  by  us.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.


ITEM  5.  OTHER  INFORMATION

     None.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

 a)  Exhibits

Exhibit  No.     Description
-----------     ------------

10.01(1)     Commitment Letter with KeyBank National Association for $96,000,000
             for  Phase  I

10.02(1)     Commitment Letter with KeyBank National Association for $14,850,000
             for  Phase  II

10.03(2)     Re-Stated Promissory Note for $6,356,740 issued in favor of Around
             The  World  Travel,  Inc.  dated  June  30,  2005.

10.04(3)     Commitment Letter with KeyBank National Association for $96,000,000
             for  Phase  I

10.05(4)     Commitment Letter with KeyBank National Association for $14,850,000
             for  Phase  II

10.06(4)     Commitment  Letter  with  KeyBank  National Association  for  up to
             72,550,000,  with a maximum  principal  balance of  $40,000,000 for
             Phase 1 dated December  1,  2005

10.07(4)     Commitment  Letter  with  KeyBank  National Association for  up  to
             $14,850,000  for  Phase  2  dated  December  1,  2005

                                       69



10.08(5)     Construction Loan Agreement with KeyBank National  Association  for
             $40,000,000  for  Phase  1  dated  December  29,  2005

10.09(5)     Promissory  Note with KeyBank National Association for  $40,000,000

10.10(5)     Loan  Agreement  with  KeyBank National  Association for 14,850,000
             for  Phase  2  dated  December  29,  2005

10.11(5)     Promissory  Note  with KeyBank National Association for $14,850,000

10.12(5)     Promissory  Note  for  $4,000,000  issued by TDS Management, LLC in
             favor  of  PCL  Construction  Enterprises,  Inc.

10.13(5)     Guaranty  by  the  Registrant  of the $4,000,000 Promissory Note to
             PCL  Construction  Enterprises,  Inc.

10.14(5)     Guaranty  of  Malcolm  J.  Wright  guaranteeing  the  $4,000,000
             Promissory  Note  to  PCL  Construction  Enterprises,  Inc.

10.15(5)     Addendum to Construction  Loan Agreement Condominium and  Townhouse
             Project  Development

10.16(5)     Payment  Guaranty  Phase  1

10.17(5)     Payment  Guaranty  Phase  2

10.18(5)     Amended  Debt  Guarantor  Agreement

10.19(5)     Guaranty  of  Tierra  Del  Sol  (Phase  1), Ltd.  guaranteeing  the
             $4,000,000 Promissory Note to PCL Construction  Enterprises,  Inc.

10.20(5)     Performance  and  Completion  Guaranty

10.21(5)     Pledge  and  Security  Agreement

10.22(6)     Option  Exercise  Agreement with  Stanford Financial Group  Company

10.23(6)     Assignment  of  Interest  in  Reedy Creek Acquisition Company,  LLC

10.24(7)     Registration  Rights  Agreement  with  SIBL  dated  January 4, 2006

10.25(7)     Credit  Agreement  with  SIBL

10.26(6)     $7,000,000  Promissory  Note  with  Bankers  Credit  Corporation

                                       70



10.27(6)     Modification  and  Reaffirmation  of  Guaranty  and  Environmental
             Indemnity  Agreement

10.28(6)     Renewed,  Amended  and  Increased  Promissory  Note

10.29(7)     Stanford  International  Bank,  Ltd. Warrant for 77,000 shares at
             $0.001  per  share

10.30(7)     Stanford  International  Bank, Ltd. Warrant for 154,000 shares at
             $5.00  per  share

10.31(6)     Irrevocable  and  Unconditional  Guaranty

10.32(7)     Registration  Rights  Agreement with SIBL dated December 28, 2005

10.33(6)     SIBL  $2.1  million  note

10.34(7)     Partnership Interest Pledge and Security Agreement and Collateral
             Assignment  (Phase  1)

10.35(7)     Partnership Interest Pledge and Security Agreement and Collateral
             Assignment  (Phase 2)

10.36(7)     SIBL  Warrant  Agreement  for  2%  Phase  1  interest

10.37(7)     SIBL  Warrant  Agreement  for  2%  Phase  2  interest

10.38(6)     Stanford  International  Bank, Ltd. Warrant for 154,000 at  $0.001
             per  share

10.39(6)     Stanford  International  Bank,  Ltd.  Warrant  for 308,000 at $5.00
             per  share

10.40(8)     Original  Purchase  Agreement

10.41(9)     First  Amendment  to  Asset  Purchase  Agreement

10.42(10)    Settlement  Agreement  effective  as of December 31, 2005 by and
             among  American  Leisure Holdings, Inc., American Leisure  Equities
             Corporation and  Around  The  World  Travel,  Inc.

10.43(11)    Stock  Purchase  Agreement  between  Harborage Leasing Corporation
             and  the  Company

10.44(11)    $1,411,705  Promissory  Note  payable  to  Harborage  Leasing
             Corporation

                                       71




10.45(11)    Malcolm  J.  Wright  Guaranty  Agreement  regarding  $1,411,705
             Promissory  Note  with  Harborage  Leasing  Corporation

10.46(11)    Harborage Leasing Corporation warrant to purchase 300,000   shares
             of  common  stock  at  $5.00  per  share


10.47(12)    Note  Modification  Agreement  with  SIBL



10.48(13)    Stock  Purchase Agreement with SIBL for the purchase of our Antigua
             call  center  operations


10.49(13)    Warrant Agreement with SIBL for the purchase of up to 355,000
             shares of common stock at the exercise price of $10.00  per  share

31.1*        Certification  of  Chief Executive Officer Pursuant to Section 302
             of the Sarbanes-Oxley  Act  of  2002

31.2*        Certification of Chief Financial Officer Pursuant to Section 302
             of the  Sarbanes-Oxley  Act of  2002


32.1*        Certification  of  Chief Executive Officer Pursuant  to  10  U.S.C.
             Section 1350, as adopted pursuant to Section 906 of the
             Sarbanes-Oxley  Act  of  2002

32.2*        Certification  of  Chief Financial Officer Pursuant  to  10  U.S.C.
             Section 1350, as adopted pursuant to Section 906 of the
             Sarbanes-Oxley  Act  of  2002

*  Filed  Herein.

(1) Filed as Exhibit 10.1 and 10.2, respectively to the Registrant's Form 8-K on
August  18,  2005,  and  incorporated  herein  by  reference.

(2)  Filed  as Exhibit 10.5 to the Registrant's Form 8-K on August 19, 2005, and
incorporated  herein  by  reference.

(3)  Filed  as  Exhibits  to our Report on Form 8-K filed with the Commission on
August  18,  2005,  and  incorporated  herein  by  reference.

(4)  Filed  as  Exhibits  to our Report on Form 8-K filed with the Commission on
December  15,  2005  and  incorporated  herein  by  reference.

(5) Filed as Exhibits to the Registrant's report on form 8-K on January 12, 2006
and  incorporated  by  reference  herein.

(6)  Filed  as  Exhibits to the Registrant's report on Form 8-K filed on January
19,  2006  and  incorporated  herein  by  reference.

(7)  Filed as Exhibits to the Company's report on Form 8-K, which was filed with
the  SEC  on  March  28,  2006.

(8)  Filed  as Exhibit 10.1 to the Company's report on Form 8-K, which was filed
with  the  SEC  on  January  6,  2005,  and is incorporated herein by reference.

                                       72



(9)  Filed  as  Exhibit  10.44  to  the  Company's report on Form 10-QSB for the
quarter  ended March 31, 2005, which was filed with the SEC on May 23, 2005, and
is  incorporated  herein  by  reference.

(10)  Filed as Exhibit 10.3 to the Company's report on Form 8-K, which was filed
with  the  SEC  on  March  2,  2006,  and  is  incorporated herein by reference.

(11) Filed as Exhibits to the Company's Report on Form 8-K, which was filed with
the  SEC  on  March  29,  2006,  and  is  incorporated  herein  by  reference.

(12)  Filed  an  Exhibit to the Company's Report on Form 10-KSB, which was filed
with  the  SEC  on  March  31,  2006,  and  is incorporated herein by reference.


(13)  Filed  as  exhibits to the Company's Report on Form 10-QSB for the quarter
ended  June  30,  2006,  which was filed with the SEC on August 21, 2006, and is
incorporated  herein  by  reference.


b)  REPORTS  ON  FORM  8-K

The  Company  filed  no  reports on Form 8-K during the fiscal period covered by
this  report.  The Company filed one report on Form 8-K subsequent to the fiscal
period  covered  by  this  report  and  prior to the date this report was filed:

     o    On August  1,  2006,  to  report  that  the  Company  had  notified
          KeyBank  that  it elected not to open the $40,000,000 revolving credit
          facility  for  the  construction  of  Phase  1  of the Sonesta Resort.

                                       73



                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                        AMERICAN  LEISURE  HOLDINGS,  INC.

DATED:  September 6, 2007               By:  /s/  Malcolm  J.  Wright
                                             ------------------------
                                             Malcolm  J.  Wright
                                             Chief  Executive  Officer

                                       74