U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ____________to ________________.


                        COMMISSION FILE NUMBER 333-48312

             AMERICAN LEISURE HOLDINGS, INC. formerly FreewillPC.com
             (Exact name of registrant as specified in its charter)


                  Nevada                                    75-2877111
     (State or Other Jurisdiction of                    (I.R.S. Employer
      Incorporation or Organization)                 Identification Number.)


                               Park 80 Plaza East
                          Saddlebrook, New Jersey 07663
               (Address of principal executive offices) (ZIP code)


                                 (201) 226-2060
              (Registrant's telephone number, including area code)

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

    Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities Act of 1934 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 requirement for the past 90 days.

                                 YES [X] NO [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b2 of the Act). Yes [__] No [X].

The  Registrant had $3,327,483 in gross revenues for the year ended December 31,
2003.

The  aggregate  market value of the  Registrant's  voting stock that was held by
non-affiliates  of the  Registrant on May 10, 2004 was  $5,825,981  based on the
average bid and asked  price of the  Registrant's  common  stock on such date as
reported on the Over the Counter Bulletin Board.

As of May 10, 2004, there were 7,767,974 shares of the registrant's common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

<PAGE>

                         AMERICAN LEISURE HOLDINGS, INC.
                       INDEX TO ANNUAL REPORT ON FORM 10-K


                                     PART I

Item 1. Description of Business...............................................

Item 2. Description of Property................................................

Item 3. Legal Proceedings......................................................

Item 4. Submission of Matters to a Vote of Security Holders...................

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters
            and Issuer Purchases of Equity Securities..........................

Item 6. Management's Discussion and Analysis of Financial Condition
            and Results of Operations..........................................

Item 6A. Quantitative and Qualitative Disclosures About Market Risk............

Item 7. Financial Statements and supplementary data............................

Item 8. Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure...........................................

                                     PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act..................

Item 10. Executive Compensation................................................

Item 11. Security Ownership of Certain Beneficial Owners and
              Management.......................................................

Item 12. Certain Relationships and Related Transactions........................

Item 13. Controls and Procedures...............................................

Item 14. Exhibits and Reports on Form 8-K......................................

SIGNATURES.....................................................................

Financial Statements ..........................................................

<PAGE>

PART I

FORWARD-LOOKING STATEMENTS

Forward-looking  statements in our public filings or other public statements are
subject to known and unknown  risks,  uncertainties  and other factors which may
cause our actual results, performance or achievements to be materially different
from any future  results,  performance or  achievements  expressed or implied by
such forward-looking statements.  These forward-looking statements were based on
various factors and were derived utilizing  numerous  important  assumptions and
other  important  factors that could cause actual  results to differ  materially
from those in the forward-looking statements. Forward-looking statements include
the information concerning our future financial performance,  business strategy,
projected  plans and  objectives.  Statements  preceded by,  followed by or that
otherwise include the words  "believes",  "expects",  "anticipates",  "intends",
"projects",  "estimates",  "plans", "may increase",  "may fluctuate" and similar
expressions or future or conditional  verbs such as "will",  "should",  "would",
"may" and "could" are  generally  forward-looking  in nature and not  historical
facts.  You  should   understand  that  the  following   important  factors  and
assumptions  could affect our future  results and could cause actual  results to
differ materially from those expressed in such forward-looking statements:

Terrorist attacks,  such as the September 11, 2001 terrorist attacks on New York
City and  Washington,  D.C.,  other  attacks,  acts of war or measures  taken by
governments in response thereto may negatively  affect the travel industry,  our
financial  results and could also result in a disruption  in our  business;  The
effect of economic or  political  conditions  or any outbreak or  escalation  of
hostilities on the economy on a national,  regional or  international  basis and
the impact thereof on our businesses;  The effects of a decline in the volume or
value of U.S. existing home sales, due to adverse economic changes or otherwise,
on our real estate related businesses;  The accounting for effects of changes in
current  interest  rates,  Our  ability to develop  and  implement  operational,
technological and financial systems to manage growing  operations and to achieve
enhanced  earnings or effect  cost  savings;  Competition  in our  existing  and
potential future lines of business and the financial  resources of, and products
available to, competitors;  Failure to reduce quickly our substantial technology
costs  and  other  overhead  costs  in  response  to  a  reduction  in  revenue,
particularly in our computer reservations business; Our failure to provide fully
integrated  disaster recovery  technology  solutions in the event of a disaster;
Our  ability  to  integrate  and  operate   successfully   acquired  and  merged
businesses;  Our ability to obtain  financing on acceptable terms to finance our
growth  strategy  and to operate  within the  limitations  imposed by  financing
arrangements  and to  maintain  our  credit  ratings;  Competitive  and  pricing
pressures  in the  travel  industry,  filing  of  bankruptcy  by or the  loss of
business of any of our significant  customers,  Changes in laws and regulations,
including changes in accounting  standards,  global distribution services rules,
telemarketing  and timeshare sales  regulations,  state and federal tax laws and
privacy policy regulation.

Other factors and  assumptions  not  identified  above were also involved in the
derivation of these  forward-looking  statements,  and the failure of such other
assumptions  to be  realized  as well as other  factors  may also  cause  actual
results to differ  materially  from those  projected.  Most of these factors are
difficult to predict  accurately and are generally  beyond our control.  Readers
are cautioned not to place undue reliance on these forward-looking statements.

You should  consider the areas of risk  described  above in connection  with any
forward-looking statements that may be made by us and our businesses in general.
Except for our ongoing  obligations to disclose  material  information under the
federal  securities  laws, we undertake no  obligation  to release  publicly any
revisions to any forward-looking  statements,  to report events or to report the
occurrence   of   unanticipated   events   unless   required  by  law.  For  any
forward-looking statements contained in any document, we claim the protection of
the  safe  harbor  for  forward-looking  statements  contained  in  the  Private
Securities Litigation Reform Act of 1995.


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<PAGE>


                            MARKET AND INDUSTRY DATA

Market and industry data used  throughout  this Annual Report were obtained from
our internal  surveys,  industry  publications,  unpublished  industry  data and
estimates,   discussions   with  industry   sources  and   currently   available
information.  The sources for this data  include,  without  limitation,  various
industry   publications.   Industry   publications   generally  state  that  the
information  contained  therein has been  obtained  from sources  believed to be
reliable,  but there can be no assurance as to the accuracy and  completeness of
such  information.   We  have  not  independently  verified  such  market  data.
Similarly,  our internal  surveys,  while believed by us to be reliable have not
been verified by any independent sources. Accordingly, no assurance can be given
that any such data will prove to be accurate.

ITEM 1 DESCRIPTION OF BUSINESS

References  in this report to "we" and "our" are to American  Leisure  Holdings,
Inc.  (hereinafter referred to as "AMLH" and its wholly-owned and majority owned
subsidiaries,  American Leisure  Corporation,  American Leisure,  Inc., American
Professional  Management  Group,  Inc.,  Sunstone  Golf Resort,  Inc.,  American
Leisure Marketing & Technology,  Inc.,  American Travel & Marketing Group, Inc.,
American  Leisure Homes,  Inc.,  Florida Golf Group,  Inc.,  I-Drive Limos Inc.,
Orlando Holidays,  Inc., Welcome to Orlando,  Inc., Pool Homes, Inc., Pool Homes
Managers,  Inc.,  Leisureshare  International  Ltd,  Leisureshare  International
Espanola S.A.  American  Travel Club, Inc.  American  Access  Telecommunications
Corporation,    American   Switching   Technologies,   Inc.,   Club   Touristico
Latinoamericano,  Inc.  Affinity  Travel  Club,  Inc.,  Affinity  Travel,  Inc.,
Luxshares,  Inc.  American  Sterling  Motorcoaches,  Inc. HTS Holdings,  Inc and
Hickory Travel Systems,  Inc., which collectively may also be referred to herein
as the "Company".

We were  incorporated  in  Nevada  on June 13,  2000 and  operated  the  website
http//:www.freewillpc.com.  We  were  a  web-based  retailer  of  built-to-order
personal computers and brand name related peripherals, software, accessories and
networking  products.  We also offered  computer  consulting  and design,  which
enabled us to sell more built to order  systems.  Our primary  target  customers
were  individual end users (IEU),  home based  business (HBB) owners,  and small
business  owners  (SBO).  Through an  interactive  web site,  customers  had the
ability to browse the  products  offered by Freewill PC and order.  We offered a
broad  selection  of products  targeted  for  business/home  use at  competitive
prices. That business proved to be too competitive for our resources.

On June 14,  2002,  we entered into a Merger  Agreement  with  American  Leisure
Corporation  (formerly  known  as  American  Leisure  Holdings,  Inc.)  and  its
subsidiaries  (American Leisure,  Inc., American Professional  Management Group,
Inc.,  Sunstone Golf Resort, Inc. and Leisureshare  International  Ltd.). and as
consideration,  issued  4,819,665  shares of common stock and 880,000  shares of
Series A Preferred Stock. Also, in connection with the Registrant's  acquisition
of American Leisure Corporation, Vyrtex Limited a UK company, which had acquired
3,830,000 shares of Common Stock of the Registrant, surrendered 3,791,700 shares
of Common  Stock,  as required  under the terms of the  acquisition  of American
Leisure  Corporation.  Though FWC was the legal surviving entity, the merger was
treated as a purchase  business  acquisition  of FWC by the acquirers (a reverse
merger) and a  re-capitalization  of American  Leisure.  American Leisure is the
accounting  acquirer and the results of its operations carry over.  Accordingly,
the  operations of Freewill are not carried over and are adjusted to $0. On July
9, 2002, FWC changed its name to American Leisure Holdings, Inc.

The Company has been  re-designed  and  structured to own,  control and direct a
series of companies in the travel and tourism  industries so that it can achieve
significant  vertical  and  horizontal  integration  in the sourcing of, and the
delivery of, corporate and vacation travel services. Our mission is to:


                                       4
<PAGE>


      o     own and operate vacation hotel/resort properties,

      o     build large travel club membership bases through various travel club
            programs,

      o     build a large membership base for our vacation and travel clubs, and

      o     promote our  vacation  resort  assets and sell travel  services  and
            vacation  ownership  to those club members and other  corporate  and
            vacation travelers.


Principal Operating Companies:-

Sunstone Golf Resort, Inc. ("SGR")

SGR is currently in the final planning stage as a 971-unit vacation  destination
resort in Orlando, Florida. Development is scheduled to commence with horizontal
construction  during the summer of 2004 and  vertical  construction  on all pre-
sales in the  autumn  of 2004  with the  first  vacation  investment  properties
estimated  to be  delivered  in the  summer of 2005.  It was  expected  that the
horizontal  construction  finance  and  resort  amenities  would be funded via a
Community  Development  District Bond  placement.  Due to the re-rating of these
bonds in December  2003,  the  development  of the project was delayed until the
summer of 2004  when SGR  expects  to have  obtained  conventional  construction
financing.  SGR expects to sell the CDD Bonds when the vacation  homes have been
sold to third  party  buyers with a view to  recovering  the monies it will have
expended for the horizontal infrastructure and resort amenities. AMLH intends to
provide development  guarantees and financing support for the development of the
resort so that it will become one of many fine vacation destinations to be owned
by AMLH.  SGR is now being  marketed as "Tierra Del Sol  Resort".  As at May 10,
2004 SGR has executed sales  contracts for 285 properties in the total amount of
pre-sales of $80,101,871. On May 10, 2004 SGR changed its name to Tierra Del Sol
Resort, Inc.

SGR has entered into an agreement with Town Center Commercial Group, LLC for the
Sale and Purchase of 40 acres of Sunstone's  property  comprising "Cita Del Sol"
for the amount of $7,000,000. The closing is conditional upon SGR releasing this
property from its mortgage with Grand Bank & Trust of Florida. Of the $7,000,000
sales  price,  $3,000,000  will be paid in cash and the balance of the  purchase
consideration  will be paid  via the  transfer  of  $4,000,000  of the  existing
mortgages on the property due to Arvimex, Inc. and Raster Investments, Inc.

American Travel & Marketing Group, Inc. ("ATMG")

We believe  that ATMG will  generate  significant  travel  business  through the
creation of clubs comprised of  affinity-based  travelers.  ATMG has developed a
travel club system and travel  incentive  strategy that creates and fulfills the
travel and incentive needs of corporations,  organizations and associations with
significant member bases. We believe that AMTG is poised to secure a significant
market share of the  affinity-travel  marketing  segment.  As the proprietor and
manager of clubs it creates,  ATMG anticipates  substantial  revenue from annual
membership fees and  commissions  earned on the sale of travel services once the
infrastructure  has been finalized to communicate and sell to its affinity-based
club  databases.  The value  added to ATMG  programs by being a part of the AMLH
family  includes  the  sales  opportunities  to  the  corporate  clients  of HTS
Holdings,  Inc. (HTS), the fulfillment  capacity of the bulk buying power of HTS
and the hotel/resort assets to be provided by AMLH through its resort division.

Once the  infrastructure has been finalized in conjunction with American Leisure
Marketing & Technology, Inc., to communicate and sell to its affinity-based club
databases,  we anticipate that ATMG will derive substantial  revenue from annual
membership  fees  and  commissions  earned  from  the  sale of  packaged  travel
services.

During 2003, the Company  expended funds to develop the  infrastructure  for the
above listed programs.


                                       5
<PAGE>


American Leisure Marketing & Technology, Inc. ("ALMT)

In January 2003, ALMT acquired the assets of a  sophisticated,  state of the art
communications  center from a south Florida  bank,  Stanford  Financial  Capital
Markets Group.  The  communications  center  facilities are up to date, with all
technology   linked  to  the   Internet.   This  allows  the  Customer   Service
representative  to respond to the individual  consumer with accuracy,  speed and
knowledge,  thus providing the consumer with relevant and immediate  information
that is current at all times.  This  technological  capacity will allow American
Leisure Marketing & Technology, Inc. to market the products and services of HTS,
and ATMG, as well as for third parties,  in a cost effective,  all  encompassing
way. This resource will be offered to the 3,000 HTS affiliated  travel agencies,
providing an unsurpassed service to the hundreds of major HTS corporate clients,
in real time telephony and web based applications via VOIP technology.

AMLT began its marketing and sales in the Summer of 2003. The initial  marketing
efforts  were the sales of tours for various  resorts and other tour  operators.
The Company experienced revenues from these efforts, but experienced significant
weaknesses in its senior  management.  The  management  was not strong enough to
generate  sufficient  revenues  to cover  its  overhead  costs.  The  management
resigned in February 2004. The Company is currently  setting a new direction for
its sales effort from the call center and expects to initiate this by the end of
the second quarter in 2004.

Hickory Travel Systems, Inc. ("HTSI")

In July  2002,  the  Company  entered  into a option to  acquire  a  controlling
interest of HTS  Holdings,  Inc.  (HTS),  the parent to, among other  companies,
Hickory Travel Services,  Inc. which will focus on the fulfillment of all of our
companies'  travel needs. On October 1, 2003, the Company  acquired the majority
interest in HTS and is currently beginning the integration of its various travel
and marketing programs into the HTS system.

HTS brings to AMLH its  network/consortium of approximately 160 well-established
travel agency members,  comprised of over 3,000 seasoned travel agency locations
worldwide. As a group of members, they have amassed approximately $17 billion in
travel  bookings  per year over the past  several  years.  HTS will focus on the
fulfillment  of all of the AMLH group  companies  travel needs.  AMLH intends to
take advantage of its 24-hour  reservation  services,  international  rate desk,
discount hotel programs,  preferred supplier discount and commission enhancement
programs,  marketing services,  training,  consultation,  professional  services
(legal  and  financial),   automation  and  an  information  exchange  and  make
significant  improvements  to the  operating  methods of HTS for the  benefit of
itself and HTS's member base.

Strategy

Our business model is based on four basic premises:

Club Creation and Administration

We intend to promote and service both travel clubs and vacation  clubs to derive
membership dues revenue, travel commissions revenue and prospects for conversion
of travel club members to vacation club members. To enhance membership benefits,
we intend to affiliate with vacation  exchange  programs and provide  finance to
its members.

Vacation Resort Real Estate.

In addition to our  current  vacation  resort  asset  Tierra Del Sol Resort,  we
intend in the future to purchase additional vacation resort assets, particularly
in the Caribbean and Florida resort areas where the demand for vacation property
is strong the majority of the year.


                                       6
<PAGE>


      Such resorts assets will likely include the following:

      o     Resort properties suitable for conversion, for use for vacation club
            ownership, such as suites, one bedroom and two bedroom units;

      o     Resort  properties with contiguous  vacant land suitable for further
            expansion;

      o     Resort  properties  that  have   consistently   sustained  at  least
            break-even occupancy;

      o     Developable land suitable for hotel, vacation resort and/or vacation
            club  development  in prime  locations  with room for a  substantial
            amenity packages; and

      o     Locations  that have appeal  throughout the year rather than limited
            "seasonal" attraction.


Vacation Ownership.

We intend in the future to market vacation assets and vacation club  memberships
to the general public. The membership bases of our vacation and travel clubs and
guests  staying at our resort  assets will likely  provide an ongoing  source of
prospects for our vacation assets and vacation club membership  sales.  Revenues
from the sale of vacation assets and vacation club memberships is expected to be
a  substantial  component  in  our  ability  to  capitalize  the  front  end  of
developments and the equity requirement for resort acquisitions.

Travel Services.

We intend to capitalize on the travel requirements of servicing the travel clubs
and vacation clubs to garner  significant group  purchasing,  branding and third
party  branding  power.  By actively  focusing on the demand side  coupled  with
having the  structure  to fulfill  the  travel  requirements  both at our resort
assets  and at other  venues,  we will  seek to  obtain  seamless  vertical  and
horizontal  integration  of services  such that the  traveler's  entire range of
needs can be fulfilled or provided by us.

In May, 2004, we acquired an option to acquire a controlling stake in Around The
World  Travel,  Inc  dba  "Traveleaders"  as part of the  Company's  new  growth
strategy to acquire  travel  distribution  companies  and expand its  affiliates
travel network within the AMLH's  business model for an integrated  distribution
channel whilst  continuing our web based and e-commerce  solutions  development.
The option  provides  for rights that are  tantamount  to the  control  over the
operations of the company.  The Company is  continuing  its due diligence on the
operations of Traveleaders and expects to acquire the asset base of this company
or acquire control of its stock during the summer of 2004. The company draws the
reader's  attention to its 8K filings  concerning the  acquisition of the senior
debt of  Traveleaders.  The assets acquired were in the form of senior,  secured
notes owed by Around The World Travel, Inc., a Florida  Corporation,  ("AWT") in
the amount of  $22,600,000.00.  AMLH  acquired  the assets from GCD  Acquisition
Corp.  ("GCD") of Coral Gables,  Florida for $1,700,000,  which was paid via the
issuance of 340,000 common restricted shares at $5 a share in AMLH. In addition,
AMLH gave the seller  various  indemnities  and  agreed to assume  the  seller's
liability for, among other things,  the  responsibilities  of GCD to service the
purchase money financing for the assets as defined in a certain  promissory note
dated  February  23, 2004  wherein the Maker is a Florida  corporation  known as
Around The World Travel, Inc. and the Payee is CNG Hotels, Ltd. in the amount of
$5,000,000  that  carries an interest  rate of the 3 month LIBOR + 1% per annum.
This note is to be  serviced  on an  interest  only  basis  every six  months in
arrears, until it reaches final maturity in February,  2009. On April 1, 2004 we
acquired  1,093,666  shares of  Traveleaders  Preferred  stock and issued 24,101
shares of our new Series E Preferred Stock, such designation is disclosed in our
8K filing.

Dependence on One or a Few Major Customers.

We will not be dependent on any one major  customer.  In the main, our customers
will either be individuals ordering from our web sites, calling our call centers
or Corporations requiring our corporate travel services.


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<PAGE>


Additional information.

We have made various public announcements to date. In addition,  we don't intend
to spend funds in the field of research and development; no money has been spent
or is  contemplated  to be  spent  on  customer  sponsored  research  activities
relating to the  development  of new products,  services or  techniques;  and we
don't  anticipate  spending  funds  on the  improvement  of  existing  products,
services or techniques.

Competition

The AMLH  group of  companies  will  compete  with  other  wholesale  and retail
suppliers  of travel  packages and  providers  of travel and vacation  clubs and
leisure services. There are other companies in the industry that are much larger
and have  greater  financial  resources.  The Company  will  compete for airline
tickets  through its  expertise  and  marketing in the sectors that the airlines
wish to promote and its ability to sell tickets in a lower profile  manner.  The
Company will be viewed by its vendors based on annual  performance.  The Company
will also compete by bundling its products in attractively priced tour packages.

The outsourced  management  solutions provider industry is highly fragmented and
competitive. Some competitors in this industry are providing integrated Internet
services with their current service offerings.  Our competitors range from small
firms  catering to  specialized  programs  and/or  short-term  projects to large
independent  companies.  We will also compete with the  in-house  operations  of
existing clients and potential  clients.  The principal  competitive  factors in
this industry are quality of service,  range of product  offerings,  flexibility
and speed of  implementing  customized  solutions  to meet the  clients'  needs,
capacity, industry specific experience, technological expertise and price.

Our state of the art call center  technology and  management  experience in both
the travel and  telecommunications  industries  is intended to set us apart from
our competition.

Proprietary Rights and Licenses

We  will  register  or  apply  to  register  our  trademarks   when  we  believe
registration is warranted, and important, to our ongoing business operations. We
have  registered and own the Internet  domain names which we are currently using
in the operation of our business which are:

                           americanleisureholdings.com
                             americanleisureinc.com
                         americanleisureholdingsinc.com
                               americanleisure.net
                            americanleisurehomes.com
                         americantravelandmarketing.com
                            americantravelclub.co.uk
                             americantravelclub.net
                           americantravelmarketing.com
                          americanleisuremarketing.com
                        americantravelmarketinggroup.com
                            americanlesiuretravel.com
                            americanleisuretravel.net
                           americanlesiureresorts.com
                          americanleisurevacations.com
                           americanleisurecruises.com
                            americanlesiurehotels.com
                           americanleisureholidays.com
                             affinitytravelclub.com
                               affinity-travel.com
                               affinitytravel.com
                              clubtouristicola.com
                               ladolcevitaclub.com
                                enjoyyourtour.com
                                    almt.info
                                    almt.biz
                             Sunstonegolfresort.com
                             Tierradelsolresort.com
                             Tierradelsolresorts.com
                               eleisureleaders.com
                               ecruiseleaders.com
                              evacationleaders.com


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<PAGE>


We currently do not have any United States patents.

Although we believe that our  intellectual  property rights do not infringe upon
the proprietary  rights of third parties,  there can be no assurances that third
parties will not assert infringement claims against us.

Government Regulations

The  Vacation  Ownership,  Travel  and Real  Estate  industries  are  subject to
extensive  and  complex  regulation.  The  Company  is or  will  be  subject  to
compliance  with  various  federal,  state,  and  local  environmental,  zoning,
consumer   protection   and  other  statutes  and   regulations   regarding  the
acquisition,  subdivision  and  sale  of  real  estate  and  Vacation  Ownership
Interests and various aspects of its future financing  operations.  On a federal
level, the Federal Trade Commission has taken an active  regulatory role through
the Federal Trade  Commission Act, which  prohibits  unfair or deceptive acts or
competition in interstate  commerce.  In addition to the laws  applicable to the
Company's customer  financing and other operations  discussed below, the Company
is or may be subject to the Fair Housing Act and various other federal  statutes
and  regulations.  In addition,  there can be no  assurance  that in the future,
Vacation  Ownership  Interests  will not be deemed to be  securities  subject to
regulation as such,  which could have a material  adverse effect on the Company.
The Company  believes  that it is in compliance  in  all-material  respects with
applicable  regulations.  However,  no  assurance  can be given that the cost of
complying with applicable  laws and regulations  will not be significant or that
the Company is in fact in compliance  with all  applicable  laws. Any failure to
comply  with  current  or future  applicable  laws or  regulations  could have a
material adverse effect on the Company.

Tele-service  sales practices are regulated at both the federal and state level.
The Telephone Consumer Protection Act, which was enacted in 1991, authorized and
directed  the Federal  Communications  Commission  (the "FCC") to enact rules to
regulate the telemarketing industry. In December of 1992, the FCC enacted rules,
which place restrictions on the methods and timing of telemarketing sales calls.
The Federal  Telemarketing  Consumer  Fraud and Abuse Act of 1994 (the  "TCFAA")
authorizes  the  Federal  Trade  Commission  (the  "FTC")  to issue  regulations
designed to prevent deceptive and abusive telemarketing acts and practices.  The
FTC issued its  Telemarketing  Sales Rule (the  "Sales  Rule"),  which went into
effect in January 1996. This Sales Rule applies to most direct  tele-service and
telemarketing  calls and certain operator  tele-service  telemarketing calls and
generally  prohibits  a variety of  deceptive,  unfair or abusive  practices  in
telemarketing   sales.  The  FTC  has  initiated   administrative   rule  making
proceedings  to review and  possibly  remove the Sales Rule.  We cannot  predict
whether any modifications will be made to the Sales Rule, and if so, what impact
such  revisions  would have on our business,  results of operations or financial
condition.

In addition to federal  legislation  and  regulation,  there are numerous  state
statutes and regulations governing telemarketing activities. For example, states
such as Alaska, Florida,  Georgia and New York have passed binding "do not call"
lists, for which consumers can sign-up and prevent unwanted  solicitation.  Many
states such as Alabama,  Michigan,  New York and Texas have adopted day and time
call limits more restrictive than those imposed by the FTC.


                                       9
<PAGE>


Other pending state legislation would prohibit telemarketers from blocking their
identities on consumers'  telephone caller  identification  equipment,  prohibit
telemarketing calls during the hours of 5 pm to 7 pm, and impose civil penalties
for telemarketers that violate the "do not call" lists.

Increased  use of  predictive  dialers  has  also  led to  public  requests  for
government  restriction.  Predictive  dialers can hang up on a recipient  if the
sales  representative  is not  available  and often  result in a lag between the
point when the  recipient  answers the call and the sales  representative  first
makes verbal contact.  In addition,  the efficiency of the predictive dialer has
led to an  increase in the number of calls that sales  representatives  place to
peoples' homes, increasing the desire for relief from some consumers.

Recently,  the Kansas  legislature  passed a law requiring call center agents to
first make verbal contact within five seconds of a recipient  answering the call
when a predictive  dialer is used. If no one answers the call,  the  recipient's
voice mail must receive a  prerecorded  message  stating the  caller's  name and
company, without any promotional content.

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

We will comply with federal and state  regulations by comparing all lists to "do
not call" lists. We believe we are compliance in all material  respects with all
federal  and  state  telemarketing  regulations.  There  can  be no  assurances,
however,  that our  practices  and  methods  would not be subject to  regulatory
challenge.

In recent years,  state  regulators  have increased  legislation and enforcement
regarding  telemarketing  operations  including requiring the adherence to state
"do not call" lists. In addition,  the Federal Trade  Commission has implemented
national "do not call"  legislation.  The Company  believes that its exposure to
adverse impacts from this heightened  telemarketing  legislation and enforcement
will  be  mitigated  in some  instances  by the  use of  "permission  marketing"
techniques,  whereby prospective  purchasers have directly or indirectly granted
the Company  permission  to contact  them in the future,  and through  marketing
agreements  with  various  clubs  and  membership  databases.  The  Company  has
implemented  procedures  which it believes will help ensure that individuals who
have formally  requested to their state  regulators that they be placed on a "do
not call" list are not contacted through its in-house telemarketing  operations,
although there can be no assurances  that such  procedures are 100% effective in
ensuring regulatory compliance. There can be no assurances that the Company will
be able to efficiently or effectively  market to prospective  purchasers through
its  telemarketing  operations in the future or that the Company will be able to
develop alternative sources of prospective  purchasers of its vacation ownership
products at acceptable costs.

Employees

As of December 31, 2003, we had seventy five employees  including the President,
and no leased service  representatives.  Our employee  costs are  categorized as
payroll.  We believe that our relations with our employees are good. None of our
employees are represented by a labor union or collective  bargaining  agreement,
and we have never experienced a work stoppage.

L.  William  Chiles  (Chairman  and CEO) is one of the  travel  industry's  most
successful  and  innovative  executives,  serving as  President & CEO of Hickory
Travel  Systems since 1989. In addition,  Mr. Chiles is Chairman of The Board of
First Travel  Management  and Chairman of the  GlobalStar  Supervisory  Board of
Directors. He also sits on advisory boards for the Airline Reporting Corp. (ARC)
and the American Society of Travel Agents (ASTA).

Malcolm J. Wright  (President and COO) was formerly a partner at Kingston Smith,
a prominent London-based  accounting firm, from 1977-1988. He served as Chairman
and  Managing  Dir. of Zurich  Group,  a London  stock  exchange  company,  from
1988-1989.  For a number of years, Mr. Wright worked as the driving force behind
the AMLH business model and bringing  together the companies that were rolled up
to create American Leisure Holdings, Inc.


                                       10
<PAGE>


Risk Factors

The travel industry is significantly  affected by general  economic  conditions.
Because a  substantial  portion  of  business  and  personal  airline  travel is
discretionary, the industry tends to experience adverse financial results during
general   economic   downturns.   Economic  and  competitive   conditions  since
deregulation  of the airline  industry in 1978 have  contributed  to a number of
bankruptcies  and liquidations  among airlines.  A worsening of current economic
conditions,  or an extended period of recession  nationally or regionally  could
have a material  adverse  effect on  operations.  The Company  does not have any
control over general economic conditions.

Risks Relating to AMLH Common Stock

AMLH's  common  stock  price  could  and  has  fluctuated   significantly,   and
shareholders may be unable to resell their shares at a profit.

The  trading  prices  for  small   capitalization   companies   often  fluctuate
significantly.  Market  prices and  trading  volume for stocks of these types of
companies have been volatile.  If revenue or earnings are less than expected for
any  quarter,  the  market  price of AMLH's  common  stock  could  significantly
decline,  even  if the  decline  in  consolidated  revenue  or  earnings  is not
reflective of any long-term problems with AMLH's business.

Active trading markets for AMLH's common stock may not develop.

While the listing of AMLH's  common  stock was a condition to the closing of the
merger arrangement,  an active and liquid trading market for AMLH's common stock
may not develop or be sustained in the future. In addition,  AMLH cannot predict
the price at which AMLH's common stock will trade.

AMLH has and may issue preferred  stock that may adversely  affect the rights of
holders of common stock.

AMLH's  Articles of  Incorporation  authorize  its Board of  Directors  to issue
"blank  check"  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  or the  majority  of the  preferred  stockholders.
Accordingly,  the Board of Directors may, without  shareholder  approval,  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
common   stock.   The   preferred   stock  could  be  utilized,   under  certain
circumstances, as a method of discouraging,  delaying, or preventing a change in
ownership and management of the company that shareholders  might not consider to
be in their best interests.

No dividends on AMLH's common stock have been declared.

Dividends  will not be paid  unless  and until the Board of  Directors  declares
them.  Holders of AMLH's  common  stock have no authority to compel the board to
declare dividends.

Because of the  significant  number of shares owned by  directors,  officers and
principal  shareholders,  other  shareholders  may not be able to  significantly
influence the management of AMLH.

AMLH's  directors,  officers,  and  principal  shareholders  beneficially  own a
substantial  portion of AMLH's  outstanding  common and  preferred  stock.  As a
result, these persons have a significant influence on the affairs and management
of  AMLH,  as well as all  matters  requiring  shareholder  approval,  including
election  and removal of members of the board of  directors,  transactions  with
directors,  officers or  affiliated  entities,  the sale or merger of AMLH,  and
changes in dividend  policy.  This  concentration of ownership and control could
have the effect of delaying,  deferring, or preventing a change in ownership and
management  of AMLH,  even when a change would be in the best  interest of other
shareholders.


                                       11
<PAGE>


Risks Relating to the Travel Business

Adverse  changes  or  interruptions  in  relationships  with  travel  suppliers,
distribution  partners  and other third party  service  providers  could  reduce
revenue.

If AMLH  companies  are unable to maintain or expand  their  relationships  with
travel  suppliers,  including  airline,  hotel,  cruise,  tour  and  car  rental
suppliers,  its  ability  to  offer  and  expand  travel  service  offerings  or
lower-priced travel inventory could be significantly  reduced.  Travel suppliers
may not make their  services and products  available to AMLH group  companies on
satisfactory  terms,  or at all. They may choose to provide  their  products and
services only to  competitors of AMLH. In addition,  these travel  suppliers may
not continue to sell services and products through global  distribution  systems
on terms  satisfactory  to AMLH.  Any  discontinuance  or  deterioration  in the
services  provided  by  third  parties,  such  as  global  distribution  systems
providers,  could prevent  customers  from  accessing or  purchasing  particular
travel services through AMLH.

The  contracts  of AMLH group  companies  with travel  suppliers  are  generally
renewed on an annual  basis and, in some  cases,  can be canceled at will by the
supplier.  If these suppliers  cancel or do not renew the contracts,  AMLH would
not have the range or volume of services it will  require to meet demand and its
future revenue would decline.

A decline  in  commission  rates or the  elimination  of  commissions  by travel
suppliers would also reduce revenues.

We  expect  that a  substantial  portion  of AMLH's  revenue  will come from the
commissions  paid  by  travel  suppliers,  such  as  hotel  chains,  and  cruise
companies, for bookings made through its online travel services. Consistent with
industry  practices,  these  travel  suppliers  are  not  obligated  to pay  any
specified commission rates for bookings made through it or to pay commissions at
all. Over the last several years, travel suppliers have reduced commission rates
substantially.  Future  reductions,  if any,  in  commission  rates that are not
offset  by lower  operating  costs  from our  Internet  platforms  could  have a
material adverse effect on the operations of AMLH.

Failure to maintain relationships with traditional travel agents could adversely
affect AMLH's business.

HTS has historically received, and expects to continue in the foreseeable future
to receive,  a significant  portion of their revenue through  relationships with
traditional  travel  agents.  Maintenance  of good  relations  with these travel
agents  depends in large  part on  continued  offerings  of travel  services  in
demand,  and good levels of service and  availability.  If HTS does not maintain
good  relations  with its travel  agents,  these  agents could  terminate  their
memberships and use of its products.

Declines or disruptions in the travel industry could significantly reduce AMLH's
revenue.

Potential declines or disruptions in the travel industry include:

      -     price  escalation  in the airline  industry or other  travel-related
            industries;

      -     airline or other travel related strikes;

      -     political instability, war and hostilities;

      -     bad weather;

      -     fuel price escalation;

      -     increased occurrence of travel-related accidents; and

      -     economic downturns and recessions.


                                       12
<PAGE>


AMLH has only recently  focused their  businesses on the travel sector and their
recent business experience in unrelated industries might not carry over into the
business of being an Internet-based provider for travel services.

Other Risk Factors

The companies may not identify or complete acquisitions in a timely manner, on a
cost-effective  basis or at all.  In the event of any future  acquisitions,  the
companies could:

      -     issue   additional   stock  that  would   further   dilute   current
            shareholders' percentage ownership;

      -     incur debt;

      -     assume unknown or contingent liabilities; or

      -     experience  negative  effects on  reported  operating  results  from
            acquisition-related charges and amortization of acquired technology,
            goodwill and other intangibles.

These transactions  involve numerous risks that could harm operating results and
cause the companies' stock prices to decline, including:

      -     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;

      -     diversion of management's attention from business concerns;

      -     adverse effects on existing business  relationships  with customers;
            and

      -     risks  associated  with  entering an industry in which the companies
            have no or limited prior experience.

Any of these risks could harm the businesses and operating results.

      -     attract additional travel suppliers and consumers to its services;

      -     maintain and enhance its brand;

      -     expand its service offerings;

      -     operate, expand and develop its operations and systems efficiently;

      -     maintain adequate control of its expenses;

      -     raise additional capital;

      -     attract and retain qualified personnel;

      -     respond to technological changes; and

Other Risks Relating to the Business of AMLH

AMLH may not be able to obtain  additional  capital on reasonable  terms,  or at
all, to fund cash acquisitions,  and this inability may prevent AMLH from taking
advantage  of  opportunities,  hurt  its  business  and  negatively  impact  its
shareholders.

AMLH has historically  made most of its acquisitions  using all preferred shares
or a combination of preferred and common shares. AMLH does not at this time have
any commitments to make acquisitions for cash. Nevertheless, acquisitions may be
undertaken  that require cash capital to  consummate.  If adequate funds are not
available on reasonable  terms,  or at all, AMLH may be unable to take advantage
of future opportunities to make additional  acquisitions for cash. AMLH believes
that it currently  has  sufficient  capital  resources to satisfy  on-going cash
requirements for its operations,  and material  commitments,  however if capital
requirements vary from those currently  planned,  or start up losses are greater
than expected,  additional  financing will be required.  If additional funds are
raised  through  the  issuance  of debt or  equity  securities,  the  percentage
ownership of existing  shareholders  may be diluted,  the securities  issued may
have rights and preferences  senior to those of  shareholders,  and the terms of
the securities may impose restrictions on operations.

If AMLH does not manage its growth effectively,  the quality of its services may
suffer.


                                       13
<PAGE>


AMLH plans to grow  rapidly  and will be subject  to  related  risks,  including
capacity  constraints  and  pressure  on its  management,  internal  systems and
controls.  The ability of AMLH to manage its growth  effectively  requires it to
continue to implement and improve its operational  and financial  systems and to
expand, train and manage its employee base. The inability of AMLH to manage this
growth would have a material  adverse  effect on its  business,  operations  and
prospects.

Because AMLH depends on key personnel, their loss could harm its business.

AMLH's key personnel are:  Malcolm Wright and Bill Chiles.  AMLH may not be able
to retain the  services of these key  personnel.  These key  personnel  would be
difficult to replace. AMLH does not carry any insurance covering the loss of any
of these key personnel.

Recent Developments - Summary

      o     Reverse Merger on June 14, 2002 with American  Leisure  Corporation,
            Inc.

      o     Acquisition of $250,000 of call center equipment in July 2002

      o     Acquisition of $2,850,000 of call center equipment in January 2003

      o     Acquisition of Panther Access in February 2003 and  cancellation  of
            the acquisition agreement in May 2003.

      o     Refinancing of Sunstone's land in March 2003 for $6,000,000.

      o     In July  2002,  the  Company  entered  into a option  to  acquire  a
            controlling  interest of HTS Holdings,  Inc.  (HTS),  the parent to,
            among other  companies,  Hickory  Travel  Services,  Inc. which will
            focus on the  fulfillment of all of our companies'  travel needs. On
            October 1, 2003, the Company  acquired the majority  interest in HTS
            and is currently beginning the integration of its various travel and
            marketing programs into the HTS' system.

      o     In November  2003,  SGR entered into an  agreement  with Town Center
            Commercial  Group,  LLC for the  Sale  and  Purchase  of 40 acres of
            Sunstone's  property  comprising  "Cita  Del Sol" for the  amount of
            $7,000,000.  The  closing is  conditional  upon SGR  releasing  this
            property  from  its  mortgage  with  Grand  Bank  &  Trust.  Of  the
            $7,000,000  sales  price,  $3,000,000  will be paid in cash  and the
            balance of the purchase  consideration will be paid via the transfer
            of  $4,000,000 of the existing  mortgages  due to Arvimex,  Inc. and
            Raster investments, Inc.

      o     In November 2003, the Company  entered into an agreement to sell the
            stock it held in American Vacation Resorts, Inc. for $800,000.  This
            transaction closed on April 27, 2004.

      o     In March 2004 we acquired a $6,000,000 credit facility from Stanford
            Venture Capital Holdings, Inc.

      o     In March 2004 we acquired  approximately  $23,000,000 of senior debt
            in   Traveleaders   for  $1,700,000  and  gave  the  seller  various
            indemnities  and agreed to assume the seller's  liability for, among
            other  things,  its  responsibilities  to service a  purchase  money
            financing  for the assets as defined  in a certain  promissory  note
            dated  February 23, 2004 wherein the Maker is a Florida  corporation
            known as Around The World Travel,  Inc. and the Payee is CNG Hotels,
            Ltd. in the amount of  $5,000,000  that carries an interest  rate of
            the 3 month LIBOR + 1% per annum. As consideration  for the purchase
            we issued 340,000 restricted Common Shares of the Company.

      o     In April 2004 we acquired 1,093,666 shares of Traveleaders Preferred
            stock and issued 24,101 shares of our new Series E Preferred Stock.

Recent Significant Accounting Pronouncements

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 141, "Business  Combinations," SFAS No. 142,
"Goodwill and Other Intangible Assets," and SFAS No. 143,  "Accounting for Asset
Retirement  Obligations."  SFAS No. 141 changes certain  accounting methods used
for business combinations.  Specifically, it requires use of the purchase method
of  accounting  for all  business  combinations  initiated  after June 30, 2001,
thereby  eliminating  use of  the  pooling-of-interests  method.  SFAS  No.  142
establishes  new guidance on how to account for goodwill and  intangible  assets
after a business  combination  is completed.  Among other  things,  goodwill and
certain other  intangible  assets will no longer be  amortized,  but will now be
tested for impairment at least annually,  and expensed only when impaired.  This
statement will apply to existing goodwill and intangible assets,  beginning with
fiscal years starting  after December 15, 2001.  Early adoption of the statement
is permitted for certain  companies with a fiscal year beginning after March 15,
2001.  SFAS No. 143 addresses  accounting for  obligations  associated  with the
retirement of tangible  long-lived  assets.  We are currently  evaluating  these
statements  but do not  expect  that  they will  have a  material  impact on our
financial position, results of operations, or cash flows.


                                       14
<PAGE>


Factors That May Affect Future Operating Results

We  make  statements  in this  Report  on Form  10-KSB  as well as in our  press
releases or verbal  statements  that may be made by our  officers,  directors or
employees  acting on behalf of our  Company,  that are not  historical  fact and
constitute "forward-looking statements." Such forward-looking statements involve
known and unknown  risks,  uncertainties  and other factors that could cause our
actual results to be materially  different  from the historical  results or from
any results  expressed or implied by such  forward-looking  statements.  Factors
that might cause such a difference include, without limitation,  the information
set forth below. In addition to statements, which explicitly describe such risks
and  uncertainties,  statements  labeled  with the terms  "believes",  "belief",
"expects",   "plans",  or  "anticipates"  should  be  considered  uncertain  and
forward-looking. All cautionary statements made in this Report should be read as
being  applicable to all related  forward-looking  statements  wherever they may
appear.

Limited Operating History ~ Continuing Operating Losses

We have a very limited history of operations.  Since AMLH's  inception,  we have
engaged  primarily in the development of  vacation/resort  properties,  building
travel club membership bases, and recently, the designing,  developing, building
and implementing the technology in the primary business center,  and assembly of
our management  team. We have incurred net operating losses since our inception.
At  December,   31  2003,  we  have  an  accumulated  deficit  of  approximately
$2,738,340.  Such losses have  resulted  primarily  from costs  associated  with
general and administrative costs associated with our operations.

Uncertainty of Future Profitability

We have incurred  losses since our inception and continue to require  additional
capital to fund  operations  and capacity  and  facilities  upgrades.  Our fixed
commitments,  including salaries and fees for current employees and consultants,
equipment rental,  and other contractual  commitments,  are substantial and will
increase if additional  agreements are entered into and additional personnel are
retained.  We do not expect to generate a positive  internal cash flow until the
end of 2004 due to expected increases in working capital needs and ongoing start
up losses.  We intend to generate the necessary  capital to operate for the next
twelve months by achieving  break-even  cash flow from operations and subsequent
profitability,  selling equity and/or debt  securities  and/or  sale-lease  back
transactions of our equipment. The Company believes that such a transaction,  if
completed, would generate a substantial portion of the funds required. Unless we
are  successful in our efforts to achieve  break-even  cash flow and  subsequent
profitability and raise capital through sales of securities and/or entering into
a  sale-lease  back  transaction,  we  believe  we may not be  able to  continue
operations for the next twelve months. We have put a plan into effect to achieve
profitability late in the fiscal year 2004; however,  there can be no assurances
that the Company will be able to successfully achieve the plan.

Going Concern Considerations

Our financial  statements appearing in Item 13 of this Report have been prepared
on a going concern basis that  contemplates  the  realization  of assets and the
settlement  of  liabilities  and  commitments  in the normal course of business.
Management  recognizes  that we must generate  capital and revenue  resources to
enable  us to  achieve  profitable  operations.  We are  planning  on  obtaining
additional capital by achieving break-even cash flow from operations and selling
equity  and/or debt  securities  and/or a  sale-lease  back  transaction  on our
equipment.  The  realization  of assets and  satisfaction  of liabilities in the
normal course of business is dependent upon us obtaining additional revenues and
equity and or debt  capital  and  ultimately  achieving  profitable  operations.
However,  no  assurances  can be  made  that  we will  be  successful  in  these
activities.  Should any of these events not occur, our financial statements will
be materially affected.


                                       15
<PAGE>


Uncertain Ability to Meet Capital Needs

We need  additional  capital to fund our operations and we are seeking to obtain
additional  capital  through  equity and/or debt  financing or a sale lease back
transaction on our equipment.  If additional  funds are raised by issuing equity
securities  and/or debt  convertible  into equity,  further dilution to existing
stockholders  will result.  Future  investors may be granted rights  superior to
those  of  existing  stockholders.  There  can be no  assurance,  however,  that
additional  financing  will be available when needed,  or if available,  will be
available on acceptable terms.

Reliance on a Few Major Clients

We will 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.

Economic Downturn

Our ability to enter into new  multi-year  contracts  may be dependent  upon the
general  economic  environment  in which our  clients  and their  customers  are
operating.  A weakening  of the U.S. or global  marketplace  could cause  longer
sales  cycles,  delays in closing  contracts  for new business and slower growth
under  existing  contracts.  As a result of the terrorist  attacks on the United
States of America on September  11,  2001,  the Company is unable to predict the
impact of an economic downturn,  if any, on the Company's financial condition or
results of operations.

Our Contracts

Our  contracts do not ensure that we will  generate a minimum level of revenues,
and  the  profitability  of  each  client  campaign  may  fluctuate,   sometimes
significantly, throughout the various stages of our sales campaigns. Although we
will seek to enter into  multi-year  contracts  with our clients,  our contracts
generally  enable the client to terminate the  contract,  or terminate or reduce
customer  interaction  volumes,  on  relatively  short  notice.   Although  some
contracts  require the client to pay a contractually  agreed amount in the event
of early termination,  there can be no assurance that we will be able to collect
such amount or that such amount, if received,  will  sufficiently  compensate us
for our investment in the canceled campaign or for the revenues we may lose as a
result of the early  termination.  We are usually not designated as our client's
exclusive  service  provider;  however,  we believe  that  meeting our  clients'
expectations can have a more significant impact on revenues generated by us than
the specific terms of our client campaign.

Cost and Price Increases

Only a few of our contracts  allow us to increase our service fees if and to the
extent certain cost or price indices increase;  however, most of our significant
contracts  do not  contain  such  provisions  and some  contracts  require us to
decrease  our service  fees if, among other  things,  we do not achieve  certain
performance  objectives.  Increases  in our  service  fees that are  based  upon
increases in cost or price indices may not fully  compensate us for increases in
labor and other costs incurred in providing services.


                                       16
<PAGE>


Changing Technology

Our business is highly  dependent on our computer and  communications  equipment
and  software  capabilities.  Our failure to  maintain  the  superiority  of our
technological  capabilities or to respond  effectively to technological  changes
could have a material  adverse effect on our business,  results of operations or
financial  condition.  Our  continued  growth and future  profitability  will be
highly dependent on a number of factors, including our ability to (i) expand our
existing  service  offerings;  (ii)  achieve cost  efficiencies  in our existing
contact centers; and (iii) introduce new services and products that leverage and
respond to changing technological  developments.  There can be no assurance that
technologies  or  services  developed  by our  competitors  will not  render our
products or  services  non-competitive  or  obsolete,  that we can  successfully
develop and market any new services or  products,  that any such new services or
products will be  commercially  successful or that the  integration of automated
customer support capabilities will achieve intended cost reductions.

Key Personnel

Continued growth and profitability  will depend upon our ability to maintain our
leadership  infrastructure  by recruiting and retaining  qualified,  experienced
executive personnel.  On July 9, 2002 we appointed Mr. Wright as President and a
Director of the Company and Mr. Chiles as Chief  Executive  Officer and Chairman
of the Board of  Directors  and a Director of the  Company.  Competition  in our
industry for  executive-level  personnel is fierce and there can be no assurance
that we will be able to hire,  motivate and retain  highly  effective  executive
employees, or that we can do so on economically feasible terms.

Labor Forces

Our success will be largely dependent on our ability to recruit, hire, train and
retain  qualified  personnel.  Our  industry  is very  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. Also, if we obtain several significant
new clients or implement  several  new,  large-scale  campaigns,  we may need to
recruit,  hire and train qualified  personnel at an accelerated rate. We may not
be able to continue to hire, train and retain sufficient  qualified personnel to
adequately staff new customer management campaigns. Because significant portions
of our  operating  costs relate to labor costs,  an increase in wages,  costs of
employee  benefits or employment  taxes could have a material  adverse effect on
our business, results of operations or financial condition.

Competitive Market

We  believe  that the  market  in which we  operate  is  fragmented  and  highly
competitive  and that  competition  is likely to  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.  Similarly,  there can be no assurance that
additional competitors with greater resources than us will not enter our market.
In addition, competitive pressures from current or future competitors also could
cause our  services to lose market  acceptance  or result in  significant  price
erosion,  which could have a material adverse effect upon our business,  results
of operations or financial condition.


                                       17
<PAGE>


Business  Acquisitions  or Joint  Ventures  May  Disrupt  Our  Business,  Dilute
Shareholder Value or Distract Management's Attention

As part of our business strategy, we may consider acquisition of, or investments
in, businesses that offer services and technologies  complementary to ours. Such
acquisitions could materially  adversely affect our operating results and/or the
price of our common stock.  Acquisitions also entail numerous risks,  including:
(i) difficulty in  assimilating  the  operations,  products and personnel of the
acquired  business;  (ii) potential  disruption of our ongoing  business;  (iii)
unanticipated   costs  associated  with  the  acquisition;   (iv)  inability  of
management  to manage the  financial  and  strategic  position  of  acquired  or
developed services and technologies;  (v) the division of management's attention
from our core business; (vi) inability to maintain uniform standards,  controls,
policies and procedures;  and (vii) impairment of  relationships  with employees
and  customers  which  may  occur as a result  of  integration  of the  acquired
business.

Business Interruption

Our  operations  are dependent  upon our ability to protect our contact  center,
computer and  telecommunications  equipment and software  systems against damage
from fire,  power loss,  telecommunications  interruption  or  failure,  natural
disaster and other  similar  events.  In the event we  experience a temporary or
permanent  interruption  at our  contact  center,  through  casualty,  operating
malfunction or otherwise,  our business could be materially  adversely  affected
and we may be required to pay contractual  damages to some clients or allow some
clients  to  terminate  or  renegotiate  their  contracts  with us. We  maintain
property and business  interruption  insurance;  however, such insurance may not
adequately compensate us for any losses we may incur.

Varying Quarterly Results

We have  experienced  and could continue to experience  quarterly  variations in
operating results because of a variety of factors, many of which are outside our
control.  Such  factors  may  include,  but not be 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; and the seasonal pattern of certain businesses serviced by us. 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.

Penny Stock Regulations and Restrictions

The  Securities  and  Exchange   Commission  (SEC  or  Commission)  has  adopted
regulations,  which generally  define penny stocks to be an equity security that
has a market  price less than $5.00 per share or an exercise  price of less than
$5.00 per share,  subject to certain  exemptions.  As of December 31, 2003,  the
closing price of our common stock was less than $5.00 per share and therefore is
a "penny stock" pursuant to the rules under the Securities Exchange Act of 1934,
as  amended.  Such  designation  requires  any  broker  or dealer  selling  such
securities to disclose certain information concerning the transactions, obtain a
written  agreement  from the  purchaser,  and  determine  that the  purchaser is
reasonably  suitable to purchase such  securities.  These rules may restrict the
ability of brokers and dealers to sell our common stock and may adversely affect
the ability of investors to sell their shares.

Possible Volatility of Stock Price

The  price of our  common  stock  has  fluctuated  substantially  since it began
trading on the Over-the-Counter  Bulletin Board (OTCBB). The market price of the
shares of common stock is likely to continue to be highly volatile. Factors such
as a number of our issued and outstanding shares becoming subject to Rule 144 in
June 2002,  terms of any  equity  and/or  debt  financing,  fluctuations  in our
operating results and market  conditions could have a significant  impact on the
future price of our common stock and could have a depressive  effect on the then
market price of the common stock.


                                       18
<PAGE>


Given these  uncertainties,  investors  should not place undue reliance on these
forward-looking  statements.  Please see other  sections  of this report and our
other periodic  reports we have filed with the SEC for more information on these
factors.


ITEM 2. Description of Property

Our corporate  headquarters are located in our Saddlebrook,  NJ. We also lease a
call  center  facility  located  in  Tamarac,  Florida,  which  is in  the  Fort
Lauderdale area of South Florida.

Our Tamarac facility is approximately  17,000 square feet and houses our contact
center  with 110  workstations  dedicated  to our  outbound  and  inbound  voice
technologies  as well as our on-line  e-commerce  solutions.  This  facility was
constructed  for and is  planned  to be our 24 x 7 contact  center  and began to
operate  on May 19,  2003.  This  facility  is leased  pursuant  to a  five-year
operating lease commencing  December 1, 2002 and terminating  November 30, 2008.
The annual  obligation  during the first year was  $180,000  and is scheduled to
increase 5% per annum over the term of the lease.

Our  Saddlebrook  facility is  approximately  250 square feet.  This facility is
leased  pursuant to a master lease from Hickory Travel Systems.  Currently,  the
Company pays no rent on this facility.

Based on anticipated  growth of our business,  we may  experience  significantly
higher capacity  utilization during peak periods than during off-peak (night and
weekend) periods. We may be required to open or expand contact centers to create
the additional  peak period  capacity  necessary to accommodate  new or expanded
customer management  programs.  The opening or expansion of a contact center may
result,  at least in the short term, in idle capacity  during peak periods until
any new or expanded program is fully implemented.


ITEM 3 LEGAL PROCEEDINGS

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

The  Company  became a defendant  in an action that was filed in Orange  County,
Florida.  In June,  2001,  Rock  Investment  Trust,  P.L.C.,  a British  limited
liability  company,  and RIT, L.C., a related Florida limited liability company,
filed suit against Malcolm J. Wright,  American Vacation Resorts, Inc., American
Leisure,  Inc.,  Inversora Tetuan, S.A., Sunstone Golf Resort, Inc., and SunGate
Resort Villas, Inc., seeking either the return of an alleged $500,000 investment
or ownership interest in one or more of the defendant entities equivalent to the
alleged  investment  amount.  Defendants  have denied all claims and Mr. Wright,
American Vacation Resorts, Inc., American Leisure, Inc., Inversora Tetuan, S.A.,
Sunstone Golf Resort,  Inc., and SunGate Resort Villas, Inc. have counterclaimed
against Rock Investment Trust and its principal,  Roger Smee, seeking damages in
excess of $10 million,  assuming  success on all aspects of the litigation.  The
litigation is in the discovery  phase and is not currently set for trial.  While
many  depositions and other discovery of facts remains to be done,  based on the
status of the record  developed thus far,  counsel believes that Rock Investment
Trust's and RIT's  claims are without  merit and that the  counterclaim  will be
successful.  The amount of damages, which may be recovered,  on the counterclaim
is subject to a variety of factors and considerations.

The  Company  has become  aware of a  lawsuit,  filed in March  2004,  by Manuel
Sanchez  and Luis  Vanegas  against  American  Leisure  Holdings,  Inc.  various
subsidiaries and various officers  alleging claims of breach of their employment
contracts and the related stock purchase agreement. The Company has not yet been
served  with  this  lawsuit  and  therefore  has not yet had an  opportunity  to
formally respond.  Upon service,  AMLH intends to vigorously defend the lawsuit.
The Company  does not believe that the Manuel  Sanchez and Luis  Vanegas  claims
have any merit.


                                       19
<PAGE>


In November  2003,  American  Leisure Inc.,  and Malcolm Wright we enjoined in a
third party lawsuit filed by Howard Warren V  Travelbyus,  Inc.  William  Kerby,
David Doerge,  DCM/  FundingIII,  LLC, Balis Lewittes and Coleman,  Inc. under a
theory of joint venturer  liability with the  defendants.  The plaintiff  claims
losses of $1.5 million.  The  litigation  is in the  discovery  phase and is not
currently set for trial.  While many  depositions  and other  discovery of facts
remains to be done,  based on the status of the record  developed  thus far, the
Company  believes that the claims are without  merit.  Chicago  Counsel has been
instructed to defend the allegations.


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

The Company did not submit any matters for a vote to the security holders during
2003.  On March 31,  2004 the  Series A  Preferred  Stock  redemption  rights as
defined in its Certificate of Designation, were extended from 5 to 10 years.


PART II.

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


May 10, 2004, AMLH had 325 holders of record of common stock.

The following table sets forth, for the fiscal quarters indicated,  the high and
low closing sales prices of AMLH Common Stock based on information  published by
the OTCBB.

                               AMLH Common Stock
                               ----------------

                                                  High        Low
                                                  ----        ----
                   Fiscal Year 2002
                   ----------------
                   First Quarter                  0.40        0.40
                   Second Quarter                 2.60        1.75
                   Third Quarter                  0.46        0.42
                   Fourth Quarter                 0.15        0.11


                   Fiscal Year 2003
                   ----------------
                   First Quarter                  0.20        0.10
                   Second Quarter                 0.27        0.08
                   Third Quarter                  0.40        0.10
                   Fourth Quarter                 0.75        0.26


On May 10, 2004,  the closing  trading price for AMLH's common stock as reported
by the OTCBB was $0.75

Dividends

During the last two fiscal years,  AMLH has not paid any dividends on its Common
Stock or Preferred Stock.  AMLH does not anticipate  payment of any dividends on
its common stock in the near future  because AMLH intends to retain  earnings to
fund growth of its operations.


                                       20
<PAGE>


Issuance of Unregistered Securities

The following  table and discussion  contains  details of the prior issuances of
unregistered securities of AMLH and for the fiscal year ended December 31, 2003:


<TABLE>
<CAPTION>
                                Number of              Number of Shares    Number of Shares    Number of Shares
                                Shares of                 of Series A        of Series B          of Series C
Date of Issue                  Common Stock             Preferred Stock    Preferred Stock      Preferred Stock
-------------                  ------------             ---------------    ---------------      ---------------
<S>                            <C>                      <C>                <C>                  <C>
June 14, 2002                   4,819,665                   880,000

August 9, 2002                                                                 2,500

January 31, 2003                  114,000                                                             27,189

October 1, 2003                   850,000
</TABLE>


a.    Market Information.


The stock  traded in the $0.30 to $0.40 range up to May 9, 2002.  From that date
to  December  31,  2003 it reached a high of $3.75 on May 17,  2002 and a low of
$0.08 during the second quarter of 2003.

b.    Holders.

There are approximately 325 shareholders.

c.    Dividends

Registrant  has not paid a dividend to the holders of its common  stock and does
not anticipate paying dividends in the near future.

e.    Warrants

Registrant has 2,340,000 warrants outstanding as detailed below:-

                                720,000 at $0.001
                               1,620,000 at $2.96

On March 31, 2004 and  effective  June 14,  2002,  the Company  entered  into an
agreement with Malcolm Wright and Bill Chiles whereby it has agreed to indemnify
Wright and Chiles against all loss,  cost or expenses  relating to the incursion
of or the  collection  of the AMLH  debt  against  Wright  and  Chiles  or their
collateral.  This  indemnity  shall extend to the cost of legal defense or other
such  reasonably  incurred  expenses  charged to or assessed  against Wright and
Chiles.  In the event that Wright or Chiles makes a personal  guarantee  for the
benefit of AMLH in conjunction with third party financing,  and Wright or Chiles
elects to provide such guarantee,  then in that event Wright and or Chiles shall
earn a fee for such guarantee equal to three per cent (3%) of the total original
indebtedness.  The fee shall be paid or by the  issuance of stock  warrants  for
common  stock of AMLH at a strike  price of  $2.96  per  share  when the debt is
incurred.


                                       21
<PAGE>


In the event that Wright or Chiles provides  personally owned collateral for the
benefit  of AMLH in  conjunction  with  third  party  financing,  whether or not
coupled with  hypothecation or a personal  guarantee,  then in that event Wright
and or Chiles shall earn a fee for such guarantee  equal to two per cent (2%) of
the total original indebtedness.  The fee shall be paid by the issuance of stock
warrants for common stock of AMLH at a strike price of $2.96 per share.

f.    Common Stock Reserved For Future Issuance

As of December 31, 2003, common stock reserved for future issuance was comprised
of shares issuable (in thousands):

         Upon conversion of Series A Preferred..........................   8,800
         Upon conversion of Series B Preferred..........................      25
         Upon conversion of Series C Preferred..........................      54
         Upon conversion of all Warrants (Closed March 24, 2004)........   2,340
         Upon Conversion of $6m credit facility (Closed March 24, 2004).      40

                                                                          ------
                                                                          11,259
                                                                          ======


ITEM 6  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITION.

Certain Definitions,  Cautionary Statement Regarding Forward-Looking  Statements
and Risk Factors

The following discussion of the results of operations and financial condition of
the  Company  should  be read in  conjunction  with the  Company's  Consolidated
Financial Statements and related Notes and other financial  information included
elsewhere in this Annual Report.  Unless otherwise  indicated in this discussion
(and  throughout  this  Annual  Report),  references  to  "real  estate"  and to
"inventories"  collectively  encompass the Company's  inventories held for sale.
Market and industry data used  throughout  this Annual Report were obtained from
Company surveys, industry publications, unpublished industry data and estimates,
discussions with industry sources and currently available information.  Industry
publications  generally  state that the information  contained  therein has been
obtained from sources believed to be reliable,  but there can be no assurance as
to the  accuracy  and  completeness  of such  information.  The  Company has not
independently  verified  such market data.  Similarly,  Company  surveys,  while
believed  by  the  Company  to be  reliable,  have  not  been  verified  by  any
independent sources.  Accordingly,  no assurance can be given that any such data
will prove to be accurate.

The Company  desires to take  advantage of the "safe  harbor"  provisions of the
Private  Securities  Reform Act of 1995 (the "Act") and is making the  following
statements pursuant to the Act to do so. Certain statements herein and elsewhere
in this report and the Company's  other filings with the Securities and Exchange
Commission constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as amended.  The  Company may also make  written or oral
forward-looking  statements  in its  annual  report  to  stockholders,  in press
releases and in other  written  materials,  and in oral  statements  made by its
officers,  directors  and  employees.  Such  statements  may  be  identified  by
forward-looking  words  such  as  "may",   "intend",   "expect",   "anticipate,"
"believe," "will," "should,"  "project,"  "estimate," "plan" or other comparable
terminology or by other  statements that do not relate to historical  facts. All
statements,  trend analyses and other information relative to the market for the
Company's  products,  the Company's expected future sales,  financial  position,
operating results and liquidity and capital resources and its business strategy,
financial  plan and expected  capital  requirements  and trends in the Company's
operations  or results  are  forward-looking  statements.  Such  forward-looking
statements  are subject to known and unknown  risks and  uncertainties,  many of
which are beyond the  Company's  control,  that could cause the actual  results,
performance  or  achievements  of the  Company,  or industry  trends,  to differ
materially  from any future results,  performance or  achievements  expressed or
implied by such forward-looking statements. Given these uncertainties, investors
are cautioned not to place undue reliance on such forward-looking statements and
no assurance can be given that the plans,  estimates and expectations  reflected
in such  statements will be achieved.  Factors that could  adversely  affect the
Company's  future  results can also be considered  general  "risk  factors" with
respect  to  the   Company's   business,   whether  or  not  they  relate  to  a
forward-looking  statement.  The  Company  wishes to  caution  readers  that the
following  important  factors,  among  other  risk  factors,  in some cases have
affected, and in the future could affect, the Company's actual results and could
cause the Company's actual consolidated  results to differ materially from those
expressed  in any  forward-looking  statements  made by,  or on behalf  of,  the
Company:


                                       22
<PAGE>


a) Changes in national,  international or regional economic  conditions that can
adversely affect the real estate market,  which is cyclical in nature and highly
sensitive to such changes,  including, among other factors, levels of employment
and discretionary  disposable income,  consumer confidence,  available financing
and interest rates.

b) The imposition of additional compliance costs on the Company as the result of
changes in or the interpretation of any environmental,  zoning or other laws and
regulations that govern the acquisition, subdivision and sale of real estate and
various  aspects of the  Company's  financing  operation  or the  failure of the
Company to comply with any law or regulation.  Also the risks that changes in or
the  failure of the Company to comply with laws and  regulations  governing  the
marketing  (including  telemarketing) of the Company's  inventories and services
will adversely  impact the Company's  ability to make sales in any of its future
markets at its estimated marketing costs.

c) Risks associated with a large investment in vacation real estate inventory at
any given time  (including  risks that  vacation  real estate  inventories  will
decline in value due to changing  market and  economic  conditions  and that the
development,  financing  and  carrying  costs of  inventories  may exceed  those
anticipated).

d)  Risks  associated  with  an  inability  to  locate  suitable  inventory  for
acquisition,  or  with a  shortage  of  available  inventory  in  the  Company's
anticipated markets.

e) Risks associated with delays in bringing the Company's  inventories to market
due to, among other  things,  changes in  regulations  governing  the  Company's
operations,  adverse  weather  conditions,  natural  disasters or changes in the
availability of development financing on terms acceptable to the Company.

f) Changes in applicable usury laws or the  availability of interest  deductions
or other  provisions of federal or state tax law,  which may limit the effective
interest rates that the Company may charge on its future notes receivable.

g) A  decreased  willingness  on the  part of banks to  extend  direct  customer
vacation home financing,  which could result in the Company  receiving less cash
in connection with the sales of vacation real estate and/or lower sales.

h) The fact that the Company  requires  external sources of liquidity to support
its  operations,  acquire,  carry,  develop and sell real estate and satisfy its
debt and other  obligations,  and the Company may not be able to locate external
sources of liquidity on favorable terms or at all.

i) The inability of the Company to locate sources of capital on favorable  terms
for the pledge  and/or sale of land and  vacation  ownership  notes  receivable,
including the inability to consummate or fund securitization  transactions or to
consummate fundings under facilities.

j)  Costs  to  develop   inventory   for  sale  and/or   selling,   general  and
administrative  expenses  materially exceed (i) those anticipated or (ii) levels
necessary in order for the Company to achieve  anticipated  profit and operating
margins or be profitable.


                                       23
<PAGE>


k) An  increase  or  decrease  in the  number of resort  properties  subject  to
percentage-of-completion   accounting,   which   requires   deferral  of  profit
recognition on such projects until development is substantially  complete.  Such
increases   or   decreases   could  cause   material   fluctuations   in  future
period-to-period results of operations.

l) The  failure  of the  Company  to  satisfy  the  covenants  contained  in the
indentures governing certain of its debt instruments,  and/or other credit, loan
agreements,  which,  among  other  things,  place  certain  restrictions  on the
Company's ability to incur debt, incur liens, make investments, pay dividends or
repurchase debt or equity.

m) The risk of the Company incurring an unfavorable  judgment in any litigation,
and the impact of any related monetary or equity damages.

n)  The  risk  that  the  Company's  sales  and  marketing  techniques  are  not
successful, and the risk that its Clubs are not accepted by consumers or imposes
limitations on the Company's  operations,  or is adversely  impacted by legal or
other requirements.

o) The risk that any contemplated  transactions currently under negotiation will
not close or conditions to funding under existing or future  facilities will not
be satisfied.

p) Risks relating to any joint venture that the Company is a party to, including
risks that a dispute may arise with a joint venture partner,  that the Company's
joint  ventures will not be as successful  as  anticipated  and that the Company
will be  required  to make  capital  contributions  to such  ventures in amounts
greater than anticipated.

q) Risks that any currently proposed or future changes in accounting  principles
will have an adverse impact on the Company.

r)  Risks  that  a   short-term   or   long-term   decrease  in  the  amount  of
vacation/corporate  travel (whether as a result of economic,  political or other
factors),  including, but not limited to, air travel, by American consumers will
have an adverse impact on the Company's sales.

s) Risks  that the  acquisition  of a business  by the  Company  will  result in
unforeseen liabilities, decreases of net income and/or cash flows of the Company
or otherwise prove to be less successful than anticipated.

The Company does not  undertake  and  expressly  disclaims any duty to update or
revise forward-looking statements, even if the Company's situation may change in
the future.


General

The Company's  vacation real estate  operations are or will be managed under two
business  segments.  One  will  develop,  market  and  sell  Vacation  Ownership
Interests in the Company's future resort properties,  primarily through Vacation
/Travel  Clubs.  The other  operation  (currently  Tierra Del Sol) will acquires
tracts of real estate  suitable for vacation  resort  properties,  which will be
subdivided,  improved and sold,  typically  on a retail  basis as vacation  home
sales.

The Company  expects to experience  seasonal  fluctuations in its gross revenues
and net earnings.  This  seasonality may cause  significant  fluctuations in the
quarterly  operating  results  of  the  Company.  In  addition,  other  material
fluctuations in operating results may occur due to the timing of development and
the  Company's  use  of  the  percentage-of-completion   method  of  accounting.
Management  expects  that the Company will  continue to invest in projects  that
will require substantial development (with significant capital requirements).

The Company  believes  that the  terrorist  attacks on September 11, 2001 in the
United  States,  the  continuing  hostilities in the Middle East and other world
events that have  decreased  the amount of vacation and  corporate air travel by
Americans  but have not  materially  changed the  business  plan of the Company.
There can be no assurances,  however, that a long-term decrease in air travel or
increase in anxiety  regarding  actual or possible future  terrorist  attacks or
other world  events  will not have a material  adverse  impact on the  Company's
future results of operations.


                                       24
<PAGE>


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.

Strategy

Our business model is based on four basic premises:

Club Creation and Administration.

We intend to promote and service both travel clubs and vacation  clubs to derive
membership dues revenue, travel commissions revenue and prospects for conversion
of travel club members to vacation club members. To enhance membership benefits,
we intend to affiliate with vacation  exchange  programs and provide  finance to
members.

Vacation Resort Real Estate.

In  addition  to our  current  vacation  resort  assets,  we intend to  purchase
additional  vacation  resort assets,  particularly  in the Caribbean and Florida
resort  areas where the demand for  vacation  property is strong the majority of
the year.

Such resorts assets will likely include the following:

      o     Resort properties suitable for conversion, for use for vacation club
            ownership, such as suites, one bedroom and two bedroom units;

      o     Resort  properties with contiguous  vacant land suitable for further
            expansion;

      o     Resort  properties  that  have   consistently   sustained  at  least
            break-even occupancy;

      o     Developable land suitable for hotel, vacation resort and/or vacation
            club  development  in prime  locations  with room for a  substantial
            amenity packages; and

      o     Locations  that have appeal  throughout the year rather than limited
            "seasonal" attraction.

Vacation  real estate  markets are  cyclical in nature and highly  sensitive  to
changes in national and regional economic conditions, including:-

      o     levels of unemployment;

      o     levels of discretionary disposable income;

      o     levels of consumer confidence;

      o     the availability of financing;

      o     overbuilding or decreases in demand;

      o     interest rates; and

      o     our ability to identify  and enter into  agreements  with  strategic
            marketing partners.

A downturn  in the  economy in  general  or in the  market for  vacation  resort
properties could have a material adverse effect on our future business.

We may not successfully execute our growth strategy.

Our growth strategy  includes the expansion of the number of vacation resorts we
develop. Risks associated with such expansion include the following:

      o     construction costs may exceed original estimates;

      o     inability to complete  construction,  conversion  or required  legal
            registrations and approvals as scheduled;

      o     inability  to control the  timing,  quality  and  completion  of any
            construction activity;


                                       25
<PAGE>


      o     our  quarterly  results may fluctuate due to an increase or decrease
            in the  number  of  vacation  resort  properties  completed  subject
            to"percentage  of  completion  accounting,"  which  requires that we
            recognize  profit on projects on a pro rata basis as  development is
            completed;

      o     market demand may not be present; and

      o     declining values of our inventories.

Any of the  foregoing  could make any expansion  less  profitable in the future.
There is no assurance that we will complete all of our planned  expansion of our
vacation properties or, if completed that such expansion will be profitable.

Moreover,  to successfully  implement our growth strategy, we must integrate any
newly  acquired  or  developed  resort  property  into our sales  and  marketing
programs.  During the start-up phase of a new resort or vacation resort project,
we could experience lower operating margins at that project until its operations
mature.  The lower margins could be substantial and could negatively  impact our
cash flow.  We cannot  provide  assurance  that we will  maintain or improve our
operating  margins as our  projects  achieve  maturity  and our new  resorts may
reduce our overall operating margins.

Excessive  claims for  development-related  defects could  adversely  affect our
financial condition and operating results.

We will engage  third-party  contractors to construct our resorts and to develop
our  communities.  However,  our  customers  may  assert  claims  against us for
construction  defects  or  other  perceived   development   defects,   including
structural  integrity,  the  presence  of mold as a  result  of  leaks  or other
defects, asbestos, electrical issues, plumbing issues, road construction,  water
and sewer  defects,  etc. In addition,  certain  state and local laws may impose
liability on property  developers with respect to development defects discovered
in the future. A significant  number of claims for  development-related  defects
could  adversely  affect  our  liquidity,  financial  condition,  and  operating
results.

We may face additional risks as we expand into new markets.

Vacation Ownership.

We intend to market vacation assets and vacation club memberships to the general
public. The membership bases of our vacation and travel clubs and guests staying
at our resort assets will likely  provide an ongoing source of prospects for our
vacation  assets and vacation club membership  sales.  Revenues from the sale of
vacation  assets and vacation club  memberships  is expected to be a substantial
component in our ability to  capitalize  the front end of  developments  and the
equity requirement for resort acquisitions.

Travel Services.

We intend to capitalize on the travel requirements of servicing the travel clubs
and vacation clubs to garner  significant group  purchasing,  branding and third
party  branding  power.  By actively  focusing on the demand side  coupled  with
having the  structure  to fulfill  the  travel  requirements  both at our resort
assets  and at other  venues,  we will  seek to  obtain  seamless  vertical  and
horizontal  integration  of services  such that the  traveler's  entire range of
needs can be fulfilled or provided by us.



                                       26
<PAGE>


Cash Flow Requirements

We  will  require   substantial  capital  to  adequately  finance  our  proposed
acquisitions, meet our obligations under our business model, and provide for our
working capital.  We anticipate that we will require  approximately $6.0 million
over the next twelve months to fully implement our business model. We anticipate
that we will use such funds as follows:

                  Payoff Debt                                   $ 2,000,000
                  Working Capital                               $ 4,000,000


LIQUIDITY

During  the  year  ended  December  31,  2003,  the  Company's  working  capital
decreased.  This was due to  administrative  and  financing  costs  incurred  as
carrying  costs of the  Company's  assets and to maintain  its  operations.  The
Company  does  not  currently  have  sufficient  capital  in its  accounts,  nor
sufficient  firm  commitments  for  capital  to assure  its  ability to meet its
current  obligations  or to  continue  its  planned  operations.  The Company is
continuing to pursue working capital and additional  revenue through the seeking
of the  capital  it  needs  to  carry  on its  planned  operations.  There is no
assurance that any of the planned activities will be successful.

Tierra  Del  Sol  Resort,  HTS  and  Traveleaders  (if  acquired)  will  require
additional  capital until the third quarter of 2005.  Even though the Company as
obtained a new line of credit as listed  below,  the Company  will still have to
obtain new sources of capital until operations  provide  sufficient cash flow to
finance their activities.

The  Company  has  obtained  a new line of credit of  $6,000,000  from  Stanford
Venture  Capital  Holdings,  Inc.  and a strong  interest to fund an  additional
$4,000,000 for working capital for its travel related activities.

CAPITAL RESOURCES

As a result  of its  limited  liquidity,  the  Company  has  limited  access  to
additional capital  resources.  The Company does not have the capital to totally
fund the obligations  that have matured to its  shareholders.  The  shareholders
have agreed to roll over their loans  until the company has  stronger  liquidity
and take security for their loans.

The Company has  received  additional  capital  through the  expansion of vendor
financing and loans from its directors and  shareholders  during the most recent
quarter.

The Company  refinanced its' Orlando  property in March of 2003 and repaid loans
that it had borrowed since February 2000 at high rates of interest.  It obtained
a $6,000,000  loan that  enabled the Company to further  develop the property by
finalizing its revised planning, engineering and permitting for an increase from
799 to 971 vacation  residences.  Presales commenced on February 1, 2004. During
the period to the date of this report the company received presale  contracts on
285 properties  representing  sales of  approximately  $80,101,871.  The company
expects to complete the  construction  of these presales in the third quarter of
2005.

Until the completion of the  construction,  the Company will require  additional
capital to funds its operations.

The  Company  has  obtained  a new line of credit of  $6,000,000  from  Stanford
Venture  Capital  Holdings,  Inc.  and a strong  interest to fund an  additional
$4,000,000 for working capital for its travel related activities.

Management has also made certain loan requests from several banking institutions
that it believes will be funded.  However,  discussions  are in the  preliminary
stages and have not yet been approved by any lending institution.

Though the obtaining of the additional capital is not guaranteed, the management
of the Company  believes it will be able to obtain the capital  required to meet
its current obligations and actively pursue its planned business activities.


                                       27
<PAGE>


OPERATIONS

The previous operations of the Company were ceased. On June 14, 2002 the Company
acquired  American  Leisure  Holdings,  Inc.  (hereafter  Corporation)  and  its
subsidiaries.  Until the Company  obtains the capital  required to developed its
properties and businesses and obtain the revenues  needed from its operations to
meet its  obligations,  the Company  will be dependent  upon sources  other than
operating  revenues to meet its operating and capital needs.  Operating revenues
may never satisfy these needs.

The Company in the last quarter of 2003  acquired the majority  interest in HTS.
This company's  business has  historically  been very seasonal with losses being
made during the first  three  quarters of each  fiscal  year.  HTS will  require
approximately  $1,000,000 of liquidity to see it through to a positive cash flow
in the last quarter of 2004.  Management have started to change the HTS business
model such that, if the changes are successful,  it can significantly reduce the
losses made during the first three  quarters of each fiscal year.  These changes
should start to take effect during the third quarter of 2004.

ITEM 3. CONTROLS AND PROCEDURES

In order to  ensure  that the  information  disclosed  in our  filings  with the
Securities  and Exchange  Commission  is recorded,  processed,  summarized,  and
reported on a timely  basis,  we have  formalized  its  disclosure  controls and
procedures. Our principal executive officer and principal financial officer have
reviewed  and  evaluated  the  effectiveness  of  our  disclosure  controls  and
procedures,  as defined in Exchange Act Rules  13a-15(e)  and  15d-15(e),  as of
December 31, 2003. Based on such  evaluation,  such officers have concluded that
our disclosure  controls and procedures are effective in timely alerting them to
material  information relating to us required to be included in our periodic SEC
filings.  There  has been no  change  in our  internal  control  over  financial
reporting  during  the  quarter  ended  December  31,  2003 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

In addition,  there have been no significant changes in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their evaluation.

Management,  including the Chief Executive Officer and Chief Financial  Officer,
does not  expect  that our  disclosure  controls  and  procedures  and  internal
controls will prevent all error and all improper  conduct.  A control system, no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide  absolute  assurance  that we have  detected all control
issues and instances of improper  conduct,  if any. These  inherent  limitations
include the realities that judgments in decision-making  can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people, or by management override of the control.

Further,  the  design  of any  system  of  controls  also is based in part  upon
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.


                                       28
<PAGE>


SUMMARY OF 2003

Our accomplishments in 2003 are detailed in Section 1 above.

American Leisure Holdings,  Inc. will provide an annual report including audited
statements without charge on request made by any shareholder to the Secretary of
the Company, American Leisure Holdings, Inc. Park 80 Plaza East Saddlebrook, New
Jersey, 07663.

Public may read and copy any  materials  filed by American  Leisure  Holdings,
Inc. with the SEC at the SEC's Public Reference Room at 450 Fifth Street,  N.W.,
Washington,  D.C. 20549.  Public may obtain  information on the operation of the
Public  Reference Room by calling the SEC at 1-800-SEC-  0330. The SEC maintains
an Internet site that contains reports,  proxy and information  statements,  and
other  information  regarding issuers that file  electronically  with the SEC at
www.sec.gov.


ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of American Leisure
Holdings, Inc. and Subsidiaries as of December 31, 2003 and 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2003 and the period from June 14, 2002
(Inception) through December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
American Leisure Holdings, Inc. and Subsidiaries as of December 31, 2003 and
2002, and the results of its operations and its cash flows for the year ended
December 31, 2003 and the period from June 14, 2002 (Inception) through December
31, 2002, in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 3 to the financial statements, the Company's recurring
losses from operations and the need to raise additional financing in order to
satisfy its vendors and other creditors and execute its Business Plan raise
substantial doubt about its ability to continue as a going concern. Management's
plans as to these matters are also described in Note 3. The 2003 consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas
May 17, 2004


                                      F-1
<PAGE>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                        2003              2002
                                                                                   ------------      ------------
ASSETS

CURRENT ASSETS:
<S>                                                                                <C>               <C>
     Cash                                                                          $    734,852      $     50,499
     Accounts receivable                                                              2,148,134                --
     Prepaid expenses and other                                                          40,867            31,093
                                                                                   ------------      ------------
             Total Current Assets                                                     2,923,853            81,592
                                                                                   ------------      ------------

PROPERTY, PLANT AND EQUIPMENT, NET                                                    3,192,878           295,031
                                                                                   ------------      ------------

LAND HELD FOR FUTURE DEVELOPMENT                                                     15,323,627        12,074,643
                                                                                   ------------      ------------

OTHER ASSETS

      Investment  - 41.25% of American Vacation resorts, Inc.                           654,386           635,886
      1913 Mercedes Benz                                                                500,000           500,000
      Goodwill                                                                        1,840,001                --
      Other                                                                             941,730            31,766
                                                                                   ------------      ------------
             Total Other Assets                                                       3,936,117         1,167,652
                                                                                   ------------      ------------

TOTAL ASSETS                                                                       $ 25,376,475      $ 13,618,918
                                                                                   ============      ============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Current maturities of long-term debt and notes payable                       $  5,048,025      $  1,719,606
      Current maturities of notes payable - related parties                           1,619,575           476,643
      Accounts payable and accrued expenses                                           2,287,699           822,232
      Shareholder advances                                                            1,030,883           870,032
                                                                                   ------------      ------------
             Total Current Liabilities                                                9,986,182         3,888,513
                                                                                   ------------      ------------

Commitments and contingencies

Minority liability                                                                      510,348                --

Long-term debt and notes payable                                                      7,919,398         3,675,920
Notes payable-related parties                                                           797,185           911,773
Mandatorily redeemable preferred stock, 28,000 shares authorized;
      $.01 par value; 27,189 Series "C" shares issued and outstanding at
      December 31, 2003 and 0 at December 31, 2002                                    2,718,900                --
                                                                                   ------------      ------------
          Total Liabilities                                                          21,932,013         8,476,206
                                                                                   ------------      ------------

STOCKHOLDERS' EQUITY:
     Convertible Preferred stock; 1,000,000 shares authorized; $.01 par value;
       880,000 Series "A" shares issued and outstanding                                   8,800             8,800
     Convertible Preferred stock; 100,000 shares authorized; $.01 par value;
       2,500 Series "B" shares issued and outstanding                                        25                25
     Capital stock, $.001 par value; 100,000,000 shares authorized;
       7,488,983 and 6,524,983 shares issued and outstanding
       at December 31, 2003 and 2002, respectively                                        7,489             6,525
    Additional paid-in capital                                                        6,166,488         5,738,852
    Accumulated deficit                                                              (2,738,340)         (611,490)
                                                                                   ------------      ------------
             Total Stockholders' Equity                                               3,444,462         5,142,712
                                                                                   ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 25,376,475      $ 13,618,918
                                                                                   ============      ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-2

<PAGE>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      Year Ended December 31, 2003 and the
        Period From June 14, 2002 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
                                                       Year            Inception
                                                       Ended            Through
                                                     December 31,     December 31,
                                                        2003             2002
                                                     -----------      -----------
<S>                                                  <C>              <C>
REVENUES                                             $ 3,327,483      $    24,082
OPERATING EXPENSES:
    Depreciation and amortization                        685,484           21,446
    Impairment loss                                           --          101,937
    Selling, general and administrative expenses       4,258,501          512,189
                                                     -----------      -----------
TOTAL OPERATING EXPENSES                               4,943,985          635,572
                                                     -----------      -----------

LOSS FROM OPERATIONS BEFORE MINORITY INTERESTS        (1,616,502)        (611,490)

Minority interests                                       510,348               --
                                                     -----------      -----------

NET LOSS                                             $(2,126,850)     $  (611,490)
                                                     ===========      ===========

NET LOSS PER SHARE:
      BASIC AND DILUTED                              $     (0.31)     $     (0.09)
                                                     ===========      ===========

WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED                                6,844,172        6,524,983
                                                     ===========      ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>

                         AMERICAN LEISURE HOLDINGS, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           PERIOD FROM JUNE 14, 2002 (INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                       Additional    Retained         Total
                                         Preferred Stock         Capital Stock          Paid-in      Earnings/     Stockholders'
                                        Shares     Amount      Shares      Amount       Capital      (Deficit)       Equity
                                       -------  -----------   ---------  -----------  -----------  -----------     -----------
<S>                                    <C>      <C>           <C>        <C>          <C>          <C>             <C>
 Issuance of preferred and common
 shares to founders for net assets     880,000  $     8,800   4,893,974  $     4,894  $ 5,353,995  $        --     $ 5,367,689

 Issuance of common shares in
 connection with reverse
 merger and recapitalization
 of American Holdings                       --           --     831,009          831         (831)          --              --

 Issuance of shares for services            --           --     800,000          800      135,713           --         136,513

 Issuance of shares for equipment        2,500           25          --           --      249,975           --         250,000

Net loss                                    --           --          --           --           --     (611,490)       (611,490)
                                       -------  -----------   ---------  -----------  -----------  -----------     -----------

 Balance-December 31, 2002             882,500        8,825   6,524,983        6,525    5,738,852     (611,490)      5,142,712

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

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

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

                                       -------  -----------   ---------  -----------  -----------  -----------     -----------
 Balance-December 31, 2003             882,500  $     8,825   7,488,983  $     7,489  $ 6,166,488  $(2,738,340)    $ 3,444,462
                                       =======  ===========   =========  ===========  ===========  ===========     ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-4
<PAGE>

                         AMERICAN LEISURE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      YEAR ENDED DECEMBER 31, 2003 AND THE

         Period From June 14, 2002 (Inception) Through December 31, 2002

<TABLE>
<CAPTION>
                                                                       Year           Inception
                                                                       Ended           Through
                                                                     December,       December 31,
                                                                        2003            2002
                                                                    -----------     -----------
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                       $(2,126,850)    $  (611,490)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                              716,175          21,446
             Impairment loss                                                 --         101,937
             Common stock issued for services                                --         136,513
             Minority interests                                         510,348
          Changes in assets and liabilities:
             Decrease in receivables                                   (926,124)         42,926
             Increase in prepaid and other assets                         8,060         (32,859)
             Increase in accounts payable and accrued expense          (521,054)        634,009
                                                                    -----------     -----------
             Net cash provided by (used in) operating activities     (2,339,445)        292,482
                                                                    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Security deposits and other                                        (18,500)             --
      Investment in Hickory Travel Systems, Inc.                        196,444
     Acquisition of fixed assets                                     (1,211,027)       (149,020)
     Capitalization of real estate carrying costs                    (3,248,984)     (1,099,484)
                                                                    -----------     -----------

             Net cash used in investing activities                   (4,282,067)     (1,248,504)
                                                                    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                      6,116,670         390,973
     Proceeds from notes payable - related parties                    1,028,344         248,536
     Proceeds from shareholder advances                                 160,851         316,198
                                                                    -----------     -----------

             Net cash provided by financing activities                7,305,865         955,707
                                                                    -----------     -----------

             Net decrease in cash                                       684,353            (315)

CASH AT BEGINNING PERIOD                                                 50,499          50,814
                                                                    -----------     -----------

CASH AT END OF PERIOD                                               $   734,852     $    50,499
                                                                    ===========     ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                         $   571,500     $        --
                                                                    ===========     ===========
     Cash paid for income taxes                                     $        --     $        --
                                                                    ===========     ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                      F-5

<PAGE>

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

NOTE 1 - THE COMPANY

American Leisure Holdings, Inc. ("American Leisure" or "the Company"), a Nevada
corporation, was incorporated in May 2002. American Leisure's objective was to
obtain through acquisitions and/or merger transactions, assets, which could
benefit its shareholders. Effective June 14, 2002, Freewillpc.com, Inc., a
Nevada corporation , acquired American Leisure Holdings, Inc., a Nevada
corporation ("American Leisure") in exchange for the issuance of 880,000 shares
of Series A preferred stock and 4,893,974 shares of common stock, and changed
its name to American Leisure Holdings, Inc.

For accounting purposes this transaction was treated as an acquisition of
Freewill and a recapitalization of American Leisure. American Leisure is the
accounting acquirer and the results of its operations carry over. Accordingly,
the operations of Freewill are not carried over and are adjusted to $0.

Simultaneously with the reverse merger, the founders contributed the following
assets and their associated liabilities (at their basis) as follows:

      o     163 acres of undeveloped commercial and residential real estate for
            future development
      o     Land held for sale (now for development), which consisted of 13.5
            acres of commercial real estate
      o     1913 Mercedes Benz
      o     Investment - 41.25% of American Vacation Resorts

Because none of these contributed properties had significant business operations
prior to June 14, 2002, no predecessor entity previous operations are included
in these financial statements.

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

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

PRINCIPLES OF CONSOLIDATION

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


                                      F-6
<PAGE>

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

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

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

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

American Leisure Corporation, Inc. (ALC) and Subsidiaries             100.00%

Florida Golf Group, Inc.(FGG)                                         100.00%

American Leisure Homes, Inc. (ALH)                                    100.00%

I-Drive Limos, Inc. (ID)                                              100.00%

Orlando Holidays, Inc. (OH)                                           100.00%

Welcome to Orlando, Inc. (WTO)                                        100.00%

American Leisure, Inc. (ALI)                                          100.00%

Pool Homes Managers, Inc. (PHM)                                       100.00%

Advantage Professional Management Group, Inc. (APMG)                  100.00%

Leisureshare International Ltd (LIL)                                  100.00%

Leisureshare International Espanola S.A. (LIESA)                      100.00%

American Travel & Marketing Group, Inc. (ATMG)                         81.00%

American Leisure Marketing and Technology, Inc.                       100.00%

Sunstone Golf Resorts, Inc.                                            81.00%


                                      F-7
<PAGE>

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

Hickory Travel Systems,                                                50.83%

American Travel Club, Inc.                                            100.00%

American Access Telecommunications Corporation                        100.00%

American Switching Technologies, Inc.                                 100.00%

Affinity Travel Club, Inc.                                            100.00%

Club Turistico Latinoamericano, Inc.                                  100.00%

Affinity Travel, Inc.                                                 100.00%

Pool Homes, Inc.                                                      100.00%

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

CONCENTRATION OF RISK

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

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


                                      F-8
<PAGE>

LONG-LIVED ASSETS

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

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

When items of land, building or equipment are sold or retired, the related cost
and accumulated depreciation are removed from the accounts and any gain or loss
is included in the results of operations. The Company does not have any
long-lived tangible assets which are considered to be impaired as of December
31, 2003.

INCOME TAXES

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

GOODWILL

We adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible
Assets". This statement requires that goodwill and intangible assets deemed to
have indefinite lives not be amortized, but rather be tested for impairment on
an annual basis. Finite-lived intangible assets are required to be amortized
over their useful lives and are subject to impairment evaluation under the
provisions of SFAS No. 144. Our intangible assets relates to the goodwill paid
for the controlling interest of HTS.

CASH

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

SHARES FOR SERVICES AND OTHER ASSETS

American Leisure accounts for non-cash stock-based compensation issued to
non-employees in accordance with the provisions of SFAS No. 123 and EITF No.
96-18, Accounting for Equity (deficit) Investments That Are Issued to
Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Common stock issued to non-employees and consultants is based upon the value of
the services received or the quoted market price, whichever value is more
readily determinable.

REVENUE RECOGNITION

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


                                      F-9
<PAGE>

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

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

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

LOSS PER SHARE

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

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

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

For the period ended December 31, 2003, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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


                                      F-10
<PAGE>

RECLASSIFICATIONS

Certain amounts in the December 31, 2002 financial statements have been
reclassified to conform to the December 31, 2003 financial statement
presentation.

NOTE 3 - FINANCIAL CONDITION AND GOING CONCERN

American Leisure's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. American Leisure
incurred a net loss of $2,126,850 during 2003 and has negative working capital
of $5,835,690. These factors raise substantial doubt as to American Leisure's
ability to obtain debt and/or equity financing and achieve profitable
operations.

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

NOTE 4 - ACQUISITIONS

On October 1, 2003, American Leisure acquired a 50.83% controlling interest in
Hickory Travel Systems, Inc. ("HTS"). The Company has consolidated HTS at
December 31, 2003 and included in its Statement of Operations and the Statement
of Cash Flows the activities of HTS for the period October 1, 2003 through
December 31, 2003. The acquisition of HTS was valued at $297,500 using the stock
price on such date. The excess purchase price over the fair value of net
tangible assets was $1,840,001, all of which was allocated to goodwill.

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

                                                                        Total
                                                                      ----------
Current assets                                                        $1,436,288
Property and equipment                                                   157,212
Goodwill                                                               1,840,001
                                                                      ----------
  Total assets acquired                                                3,433,501
                                                                      ----------

Current liabilities                                                    1,757,114
Notes payable                                                          1,378,887
                                                                      ----------
  Total liabilities assumed                                            3,136,001
                                                                      ----------
Consideration                                                         $  297,500
                                                                      ==========


                                      F-11
<PAGE>

The consolidated statement of operations in the accompanying financial
statements for the year ended December 31, 2003 includes the operations of HTS
from October 1, 2003 through December 31, 2003. The following are pro forma
condensed statements of operations for the years ended December 31, 2003 and
2002, as though the acquisitions had occurred on January 1, 2002.

                                                         Twelve Months Ended
                                                             December 31,
                                                        2003           2002
                                                     -----------    -----------
         Revenue                                     $ 6,693,000    $ 5,890,000
         Net loss                                    $(2,693,000)   $(1,208,000)
         Net loss per share - basic and diluted      $     (0.39)   $     (0.19)

NOTE 5 - PROPERTY AND EQUIPMENT, NET

At December 31, 2003, property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                     Useful
                                                      Lives            2003                  2002
                                                    ------------  ------------------------------------
<S>                                                         <C>   <C>                   <C>
Computer equipment                                          3-5   $     736,261         $       19,674
Furniture & fixtures                                        5-7          73,269                 24,617
Leasehold improvements                                        5         148,270                 36,239
Telecommunications equipment                                  7       3,504,204                250,412
                                                                  -------------         --------------
                                                                      4,462,004                330,942
Less: accumulated depreciation and amortization                       1,269,126                  35,911
                                                                  -------------         --------------
                                                                  $   3,192,878         $      295,031
                                                                  =============         ==============
</TABLE>

Depreciation expense was $643,529 and $21,446 for 2003 and 2002, respectively.

NOTE 6 - LAND HELD FOR FUTURE DEVELOPMENT

American Leisure is planning to construct a 971-unit resort in Orlando, Florida
on 122 of its 163 acres of undeveloped land. Development is scheduled to
commence in late 2004. Presales commenced in February 2004.

American Leisure owns 13.5 acres of commercial property in Polk County Florida
at the corner of U.S. Hwy. 27 and Sand Mine Road. In late 2003, American Leisure
received a letter of intent for the sale of the property and is in process of
evaluating this offer. American Leisure recorded an impairment charge of
$100,000 to record the property at its anticipated selling price for the year
ended December 31, 2002. No impairment was recorded at December 31, 2003 based
on an independent appraisal.

NOTE 7 - OTHER ASSETS

Other assets include the following at December 31, 2003 and 2002:


                                      F-12
<PAGE>

                                                    2003           2002
                                                  --------     ----------
Advances - Oak Holdings Antigua, Ltd.             $791,108     $       --
Deposits
                                                    98,953         31,766
Other                                                   --
                                                                   51,669

                                                  $941,730     $   31,766

Other assets included intangible assets of $72,646 that were amortized in 2003.

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

American Vacation Resorts (AVR) is not included in the consolidated financial
statements as of 2003, but shown as an investment under other assets. As of
December 31, 2003, ALI owns 41.25% of American Vacation Resorts, Inc. (AVR), a
Florida corporation. Malcolm and Gillian Wright, shareholders also own 41.25% of
AVR. Under a voting trust, neither American Leisure nor the Wrights are allowed
any decision-making authority in AVR. Therefore, AVR is not consolidated and is
treated as an investment at cost of $654,386 as of December 31, 2003. On
November 16, 2003 the company entered into a contract to sell its interest in
the company for $800,000 with completion due on or before June 30, 2004.

NOTE 9 - 1913 MERCEDES BENZ

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

NOTE 10 - LONG-TERM DEBT AND NOTE PAYABLE

Below is a summary of Long-term debt and notes payable as of December 31, 2003
and 2002:

<TABLE>
<CAPTION>
                                                                    Interest
                               Collateral         Maturity Date       rate                2003             2002
                        -----------------------   -------------      --------         ------------      -----------
<S>                     <C>                        <C>              <C>               <C>               <C>
Note Payable, Bank      Assets of the Company
                        and Personal Guarantees          8/04           8.75%         $    101,253      $        --

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

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

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

Equipment, Third
Party Entities          Equipment                     3/31/05        12 - 18%               57,148               --

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

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

Financial Institution   Lien on property, assets
                        and stock of the company       Demand              6%            2,976,457               --

Mortgage Company        1st lien on 13.5 acres
                        commercial property            6/1/03             16%                   --          600,000

Third party entity      3rd lien on 13.5 acres         5/1/03             10%                   --          172,031

Individual              1st lien on 163 acres of
                        undeveloped land              3/31/03             16%                   --          947,575

Individual              2nd lien on 163 acres of      3/31/05              12%                  --        1,777,576

Individual              3rd lien on 163 acres of
                        undeveloped land              3/31/05             12%            1,862,250        1,898,344
                                                                                      ------------      -----------
                                                                                        12,967,423        5,395,526
Less: current portion of long-term debt                                                 (5,048,025)      (1,719,606)
                                                                                      ------------      -----------
Long-term debt                                                                        $  7,919,398      $ 3,675,920
                                                                                      ============      ===========
</TABLE>


                                      F-13
<PAGE>

Principal repayments are as follows:

                                               Amount
                                            -----------
                        2004                $ 5,048,025
                        2005                  7,919,398
                                            $12,967,423

NOTE 11 - NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>
                                                                    Interest
                            Collateral            Maturity Date        rate               2003             2002
                        --------------------      -------------     ---------       --------------     ------------
<S>                     <C>                           <C>               <C>         <C>                <C>
Related Party           Unsecured                     Demand            12%         $      193,815     $         --

Related Party           Unsecured                     Demand            12%                484,000               --

Related Party           Unsecured                     Demand            12%                180,000               --

Related Party           Unsecured                     Demand            12%                 20,000               --

Related Party           Unsecured                     Demand            12%                741,760               --

Affiliated entity       2nd lien on 13.5 acres
                                                      5/1/07           4.75%                    --          200,000

                        3rd lien on 163 acres
                        of undeveloped land
Shareholder                                           5/1/05            12%                     --          476,643

                        3rd lien on 163 acres
                        of undeveloped land
Shareholder                                           5/1/05            12%                797,185          711,773
                                                                                    --------------     ------------
                                                                                         2,416,760     $  1,388,416
Less: current portion                                                                   (1,619,575)        (476,643)
                                                                                    --------------     ------------
Notes payable - related parties                                                     $      797,185     $    911,773
                                                                                    ==============     ============
</TABLE>

Principal repayments for next years are as follows:

                                             Amount
                                          -----------
                    2004                  $ 1,619,575
                    2005                      797,185
                                          $ 2,416,760

NOTE 12 - SHAREHOLDER ADVANCES

American Leisure has shareholder advances totaling $1,030,883 that bear interest
at 12%. The advances are unsecured and are due upon demand.


                                      F-14
<PAGE>

NOTE 13 - STOCKHOLDERS EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK

Common Stock and Madatorily Redeemable Preferred Stock

In March, 2003, we issued 27,189 Mandatorily Redeemable Series C preferred stock
and 114,000 shares of common stock for telecommunications equipment valued at
$2,850,000. See Preferred Stock Series C attributes discussed below.

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

Preferred Stock

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

<TABLE>
<CAPTION>
                                                                              Annual
                      Total Series                                         Dividends per       Conversion
                       Authorized         Stated Value       Voting            Share              Rate
                      ------------       --------------     --------      ---------------     ------------
<S>                     <C>                 <C>               <C>             <C>                <C>
Series A                1,000,000           $ 10.00           Yes             $ 0.12             10 to1
Series B                  100,000            100.00           Yes               0.12             20 to1
Series C                   28,000            100.00           Yes               0.12             20 to1
</TABLE>

Series A Preferred Stock

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

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

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

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

Series B Preferred Stock

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

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

Conversion is up to 20 for 1 based on the market price.

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

Series C Preferred Stock

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

Conversion is up to 20 for 1 based on the market price.

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


                                      F-15
<PAGE>

NOTE 14 - INCOME TAXES

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

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

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

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

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

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

American Leisure leases office space located in Tamarac, Florida on a 5 year
lease through November 2007. The monthly base rental payment is $17,708.

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

December 31,

2004                                                        $    468,068
2005                                                             468,088
2006                                                             390,556
2007                                                             372,844
2008                                                              59,352
                                                            ------------
                                                            $  1,758,908
                                                            ============

Rent expense totaled $293,728 and $17,708 for 2003 and 2002, respectively.

Employment Agreements

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


                                      F-16
<PAGE>

LITIGATION

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

In June 2001, Rock Investment Trust, P.L.C., a British limited liability
company, and RIT, L.C., a related Florida limited liability company, filed suit
against Malcolm J. Wright, American Vacation Resorts, Inc., Inversora Tetuan,
S.A., Sunstone Golf Resort, Inc., and Sun Gate Resort Villas, Inc., seeking
either the return of an alleged $500,000 investment or ownership interest in one
or more of the defendant entities equivalent to the alleged investment amount.
Defendants have denied all claims and Mr. Wright, American Leisure and Inversora
Tetuan have a counterclaim against Rock Investment Trust and its principal,
Roger Smee for damages. American Leisure is seeking to recover deposits and
costs on two real estate transactions totaling approximately $440,000 plus
damages. The litigation is in the discovery phase and is not currently set for
trial. American Leisure believes that Rock Investment Trust's and RITs claims
are without merit and the claim is not material to American Leisure.

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

In November 2003, American Leisure Inc., and Malcolm Wright we enjoined in a
third party lawsuit filed by Howard Warren V Travelbyus, Inc. William Kerby,
David Doerge, DCM/ FundingIII, LLC, Balis Lewittes and Coleman, Inc. under a
theory of joint venturer liability with the defendants. The plaintiff claims
losses of $1.5 million. The litigation is in the discovery phase and is not
currently set for trial. While many depositions and other discovery of facts
remains to be done, based on the status of the record developed thus far, the
Company believes that the claims are without merit. Chicago Counsel has been
instructed to defend the allegations.

NOTE 16 - EMPLOYEE BENEFITS

The Company's subsidiary, HTS, maintains a qualified 401(k) profit sharing plan
covering substantially all of its full time employees who have completed ninety
days of service. Eligible employees may voluntarily contribute a percentage of
their compensation up to established limits imposed by the Internal Revenue
Service. At the discretion of the Board of Directors, the Company may make a
matching contribution equal to a percentage of each employee's contribution.
There were no matching contributions made for 2003.

NOTE 17 - SELF-INSURED HEALTH INSURANCE

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


                                      F-17
<PAGE>

NOTE 18 - OPERATING SEGMENTS

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

American Leisure sells units on the Orlando property, as of December 31, 2003 no
sales had been made.

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

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

For the year ending December 31, 2003:

<TABLE>
<CAPTION>
In (000's)      Am. Leisure  Call Center    HTS         Other     Elim.      Consol.
----------      -----------  -----------    ---         -----     -----      -------
<S>              <C>         <C>          <C>         <C>       <C>         <C>
Revenue          $     --    $    496     $  2,832    $    --   $     --    $  3,328
Segment income
(loss)
                 $ (1,455)   $     12     $    484    $(1,168)  $     --    $ (2,127)
Total Assets     $ 16,751    $  7,542     $  4,392    $    --   $ (3,309)   $ 25,376
Capital
expenditures     $  3,249    $  1,181     $     30    $    --   $     --    $  4,460
Depreciation     $      2    $    638     $      4    $    --   $     --    $    644
<CAPTION>
For the year ending December 31, 2002:

In (000's)     Am. Leisure  Call Center    HTS       Other        Elim.        Consol.
----------     -----------  -----------    ---       -----        -----        -------
<S>              <C>           <C>         <C>     <C>          <C>           <C>
Revenue          $     --      $ --        $--     $     24     $     --      $     24
Segment                                                                         income
(loss)
                 $   (611)     $ --        $--     $     --     $     --      $   (611)
Total Assets     $ 12,075      $ --        $--     $  1,544     $     --      $ 13,619
Capital
expenditures     $    149      $ --        $--     $     --     $     --      $  4,460
Depreciation     $     21      $ --        $--     $     --     $     --      $     21
</TABLE>

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


                                      F-18
<PAGE>

NOTE 19 - SUBSEQUENT EVENTS

CREDIT FACILITY $6,000,000

On March 30, 2004 the Company and certain subsidiaries entered into a $6,000,000
loan credit facility evidenced by a Promissory Note in the original principal
balance of $6,000,000, with interest at the rate of 6% per annum, due on
December 31, 2008, with conversion rights for common stock of the Company with
Stanford Venture Capital Holdings, Inc. ("SVCH"). The promissory loan is secured
by (i) a second mortgage on real estate located in Polk County, Florida, (ii) a
second mortgage on real estate located in Polk County, Florida, (iii) all of its
issued and outstanding capital stock of American Leisure Marketing & Technology
, Inc.(iv) a pledge from Castlechart Limited of all of its issued and
outstanding capital stock of Caribbean Leisure Marketing Limited, a subsidiary
of AMLH;

IN connection with the promissory note, the Company issued warrants for 600,000
and 1,350,000 shares of AMLH's common stock at exercise prices of $.001 and
$2.96 per share, respectively, expiring on December 31, 2008. The note is
convertible into the Common Stock of the Company at a conversion price based on
that number of shares of the Company's common stock calculated by dividing the
amount due under the Credit Facility by $15.00.

ACQUISITION OF SECURED NOTES OF AROUND THE WORLD TRAVEL, INC.

The assets acquired were in the form of senior, secured notes owed by Around The
World Travel, Inc., a Florida Corporation, ("AWT") in the face amount of
$22,600,000.00. AMLH acquired the assets from GCD Acquisition Corp. ("GCD") of
Coral Gables, Florida for $1,700,000, which was paid via the issuance of 340,000
common restricted shares at $5 a share in AMLH. In addition, AMLH gave the
seller various indemnities and agreed to assume the seller's liability for,
among other things, the responsibilities of GCD to service the purchase money
financing for the assets as defined in a certain promissory note dated February
23, 2004 wherein the Maker is a Florida corporation known as Around The World
Travel, Inc. and the Payee is CNG Hotels, Ltd. in the amount of $5,000,000 that
carries an interest rate of the 3 month LIBOR + 1% per annum. This note is to be
serviced on an interest only basis every six months in arrears, until it reaches
final maturity in February, 2009.

PREFERRED STOCK SERIES E

American Leisure designated 50,000 shares of Series E Convertible Preferred
Stock, par value $0.001 per share.


                                      F-19
<PAGE>


ITEM 8: CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Malone & Bailey,  PLLC.  is the  auditor  for the Company and there have been no
disagreements with our auditor on accounting or financial disclosure issues.


PART III.

ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following persons serve as directors and officers of Registrant:

Malcolm J Wright,  President,  Secretary,  Chief Financial Officer and Director.
Served  since July 2002 and  expires at the next  annual  meeting.  Malcolm  was
formerly a partner at Kingston Smith, a prominent London-based  accounting firm,
from 1977-1988.  He served as Chairman and Managing  Director.  of Zurich Group,
which became a London Stock Exchange  company,  from 1988-1989.  For a number of
years,  Malcolm  worked as the driving force behind the AMLH business  model and
bringing  together the companies that were rolled up to create American  Leisure
Holdings, Inc.

L.  William  Chiles  Chairman and Chief  Executive  Officer is one of the travel
industry's most successful and innovative executives, serving as President & CEO
of Hickory Travel Systems since 1989. In addition,  Bill is Chairman of both the
First Travel Management and GlobalStar  supervisory board of directors.  He also
sits on advisory boards for the Airline  Reporting Corp.  (ARC) and the American
Society of Travel Agents (ASTA).

James Leaderer. Director of American Leisure Holdings, Inc.

Gillian Wright. Director of American Leisure Holdings, Inc.

ITEM 10: EXECUTIVE COMPENSATION

The Company has accrued $250,000  compensation to Malcolm Wright in the calendar
year 2003.  The Company has no  retirement  or stock  option or bonus plan.  The
Company accrued directors compensation to all four directors for 2003 at $18,000
each.


                                       29
<PAGE>


ITEM 11: SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

Set  forth  below  is the  direct  ownership  of  Registrant's  common  Stock by
management and any owner of 5% or more of Stock of Registrant.


Title of       Name and address                   Amount of shares    % of class
Securities     of owner                                               owned
--------------------------------------------------------------------------------
Common          Malcolm J Wright                        845,733        10.89%
Preferred A     2701 Spivey Lane                         55,000         6.25%
                Orlando, FL 32837

Common          Gillian Wright
                As above                                230,000         2.96%
Common          Wright Family                           895,080        11.52%
Preferred A     Silver Birches, Boughton Hall Ave       305,000        34.66%
                Send, Woking, Surrey. UK
Common          Roger Maddock                         2,287,616        29.45%
Preferred A     Roseville, St Aubins Village            505,000        57.38%
                St Brelade, Jersey, CI.

Common          Bill Chiles                             850,000        10.94%
                Park 80 Plaza East Saddlebrook,
                New Jersey, 07663

-------------------------------------------------------------------------------
Common          All Officers, Directors &             5,108,429        55.76%
Preferred A     Beneficial Holders as a Group           865,000        98.29%


ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company had various  transactions  with related persons in 2003 as described
in the footnotes to the financial statements.

ITEM 13. CONTROLS AND PROCEDURES.

(a)  Evaluation  of  Disclosure  Controls and  Procedures.  Our Chief  Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of our
disclosure  controls and procedures (as such term is defined in Rules  13a-14(c)
and  15d-14(c)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act")) as of a date  within 90 days prior to the filing  date of this
annual report (the "Evaluation Date").  Based on such evaluation,  such officers
have  concluded  that, as of the Evaluation  Date,  our disclosure  controls and
procedures  are  effective  in  alerting  them on a  timely  basis  to  material
information  relating to our company  (including our consolidated  subsidiaries)
required to be included in our reports  filed or  submitted  under the  Exchange
Act.

(b) Changes in Internal Controls. Since the Evaluation Date, there have not been
any significant  changes in our internal controls or in other factors that could
significantly affect such controls.

PART IV.

ITEM 14 EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

(a)   The following documents are filed as a part of this report:

      Included in Part II, Item 8 of this report:

      Report of Independent Public Accountant

      Balance Sheet as of December 31, 2003

      Statement of Operations - Inception through December 31, 2003

      Statement of Stockholders' Equity - Inception to December 31, 2003

      Statement of Cash Flows - Inception through December 31, 2003

      Notes to the Financial Statements

      Code of Ethics

(b)   The Company filed various reports on Form 8-K in 2003 & 2004.

(c)   The Company is filing exhibits.


                                       30
<PAGE>



SIGNATURES.

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


                                  AMERICAN LEISURE HOLDINGS, INC.
                                  (Registrant)


Date: May 20, 2004             By: /S/ MALCOLM J WRIGHT
                                   -------------------------------------------
                                   Malcolm J Wright,
                                   President and Chief Financial Officer


Date: May 20, 2004             By: /S/ L. WILLIAM CHILES
                                   -------------------------------------------
                                   L. William Chiles, Chairman and Chief
                                   Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on the 25th day of February 2003.


  Signature                                     Title
  ---------                                     -----


/S/ L. WILLIAM CHILES                   Chief Executive Officer
-------------------------


/S/ Malcolm J Wright                    Chief Financial Officer
-------------------------



                                       31
<PAGE>


CERTIFICATIONS

I, L. William Chiles, certify that:

1. I have reviewed this annual report on Form 10-K of American Leisure Holdings,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5.The registrant's other certifying officers and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls;

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 13, 2004

                                             /s/ L. William Chiles
                                             -----------------------
                                             Chief Executive Officer



                                       32
<PAGE>


I, Malcolm J. Wright, certify that:

1. I have reviewed this annual report on Form 10-K of American Leisure Holdings,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls;

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 13, 2004


                                        /S/ Malcolm J. Wright
                                        -----------------------
                                        Chief Financial Officer