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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

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

                              For the fiscal year ended December 31, 2004

[ ]     TRANSITION REPORT UNDER 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.
                         -------------------------------
                 (Name of small business issuer in its charter)

             Nevada                                      75-2877111
     ----------------------                 ----------------------------------
    (State of organization)                (I.R.S. Employer Identification No.)


Park 80 Plaza East, Saddle Brook, NJ                       07663
------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number (800) 546-9676 ext. 2076

Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      NONE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]

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. [ ]

The issuer's revenues for its most recent fiscal year were $6,419,320.

The aggregate market value of the issuer's voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and ask price of
such common equity as of July 6, 2005, was approximately $5,860,137.

At July 6, 2005, there were 10,137,974 shares of the Issuer's common stock
outstanding.


<PAGE>

                                TABLE OF CONTENTS


ITEM 1.     DESCRIPTION OF BUSINESS                                           3

ITEM 2.     DESCRIPTION OF PROPERTY                                          10

ITEM 3.     LEGAL PROCEEDINGS                                                10

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              12

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         12

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        16

ITEM 7.     FINANCIAL STATEMENTS                                             33

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE.                                        58

ITEM 8A.    CONTROLS AND PROCEDURES.                                         59

ITEM 8B.    OTHER INFORMATION.                                               60

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.               60

ITEM 10.    EXECUTIVE COMPENSATION.                                          62

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            AND RELATED STOCKHOLDER MATTERS.                                 64

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   66

ITEM 13.    EXHIBITS                                                         68

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                          71

SIGNATURES                                                                   72


<PAGE>

The  registrant has restated the financial statements for the fiscal years ended
December  31,  2004  and  2003 to include the accrual of cumulative dividends on
various  series of its preferred stock.  This amended Form 10-KSB includes these
restated  financial  statements and revisions to the related disclosure in "Item
6.  Management's  Discussion  and  Analysis  or Plan of Operation" including the
disclosure  under  the  heading  "Risk  Factors."  The financial information and
related  disclosure  is  current  through  December  31,  2004, unless otherwise
stated.  This  report  also  includes other revised disclosure under each of the
other  items,  which  is  current  through  the  filing  of  this report, unless
otherwise  stated.  Investors should read this report in its entirety along with
our  amended Form 10-QSB for the quarterly period ended March 31, 2005, which we
are  filing  simultaneously  with  this  filing.

                                     PART I

FORWARD-LOOKING STATEMENTS

     All  statements  in  this  discussion  that  are  not  historical  are
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange  Act of 1934, as amended.   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.  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.  These  factors  include,  among  others, the factors set forth
above  under  the heading "Risk Factors" in "Item 6. Management's Discussion and
Analysis  or  Plan  of  Operation."  Although  we  believe that the expectations
reflected  in the forward-looking statements are reasonable, we cannot guarantee
future  results, levels of activity, performance or achievements.  Most of these
factors  are  difficult  to  predict  accurately  and  are  generally beyond our
control.  We  are  under  no  obligation  to  publicly  update  any  of  the
forward-looking  statements  to  reflect  events or circumstances after the date
hereof  or  to  reflect  the  occurrence  of  unanticipated events.  Readers are
cautioned  not  to  place  undue  reliance  on these forward-looking statements.

ITEM 1.     DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

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

                                      -3-
<PAGE>

     In  December  2004,  Caribbean  Leisure  Marketing,  Ltd., a segment of our
company that is focused on telecommunications, entered into a joint venture with
IMA  Antigua,  Ltd.  to  operate a call center in Antigua that Caribbean Leisure
Marketing  owns.  The  joint  venture is operated through Caribbean Media Group,
Ltd.,  an  International Business Corporation formed under the laws of Barbados.
We  own 39.69% of the joint venture company that is currently operating the call
center.

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

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

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

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

BUSINESS INTEGRATION

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

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

                                      -4-
<PAGE>

TRAVEL SERVICES

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

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

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

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

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

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

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

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

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

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

     We  provide our clients with a comprehensive range of business and vacation
travel  services, including corporate travel management (including reservations,
profiled  service  levels,  financial  and  statistical  reporting  and supplier
negotiations),  leisure  sales (including sales to individuals and to travel and
vacation  clubs),  and meeting, special event and incentive planning. We provide

                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -6-
<PAGE>

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

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

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

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

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

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

VACATION HOME AND TRAVEL RESORT OPERATIONS

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

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

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

                                      -7-
<PAGE>

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

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

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

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

     We  are  developing additional affinity clubs. Our launch schedule of clubs
in  development  calls  for  an average of 9 new clubs in the next 18 months. We
have  developed  a travel club system and travel incentive strategy that creates
and  fulfills  the travel and incentive needs of corporations, organizations and
associations  with  significant  member bases. Typically, we identify a national
retail  entity  and propose to create a club to be comprised of persons in their
target  demographic for the purpose of fostering loyalty to the entity's brands.
The  incentives  for  membership  are  a  rich  assortment  of discounted travel
opportunities  that  are  tailored  to  the  target  demographic  as  well  as a
significant  array  of special membership benefits that are provided by sponsors
of  nationally  known  products and services. We derive revenues from membership
dues,  sponsorship  premiums  and  travel  commissions.  In  addition to revenue
generation,  we  will  also  provide  traffic  to  our  vacation home and resort
properties. We believe that we will generate increased travel business through

                                      -8-
<PAGE>

the  creation  of  additional  clubs  comprised  of affinity-based travelers. We
believe  that  we  are  poised  to  secure  a  strong  market  share  of  the
affinity-travel  marketing  segment.  we  are  the proprietor and manager of the
clubs that it creates.  As such, we anticipate that we will generate substantial
revenue from annual membership fees and commissions earned on the sale of travel
services  once  our  infrastructure  has  been  finalized  to  enable  our other
businesses  to  communicate  and  sell  to  the affinity-based club databases we
operate.  We  expect  to  derive  revenue  from sales opportunities to Hickory's
corporate clients, Hickory's bulk purchasing power and fulfillment capacity, and
access  to  vacation  home  and  resort  properties that we plan to develop.  We
recently unveiled a vacation creation program, which enables consumers to employ
our  proprietary  budgeting  and  finance technique to enjoy annual vacations at
premier  properties that would otherwise not be available to them at the pricing
that  we  are  able  to  offer.  We  have  contracted with premier properties to
enhance  the  properties'  occupancy  rates  during their off-season and the few
weeks  just  before  and  after  their  prime  season.  We have received favored
pricing  from  these  properties  as  a  result.

COMMUNICATIONS SERVICES

     In  December 2004 we entered into a joint venture with IMA Antigua, Ltd., a
Barbados  company,  to  operate a call center in Antigua that we own.  The joint
venture  is  operated  through  Caribbean  Media  Group,  Ltd., an International
Business  Corporation  formed under the laws of Barbados.  We own 39.69% of this
joint  venture  which  is  currently  operating the call center. The call center
provides in-bound and out-bound traffic for customer service, customer retention
and  accounts  receivable  management.  The  clients of the call center are well
known  national businesses with well-established credit and operational systems.

     We opened the call center in Antigua due to the new demand for call centers
in  the  Caribbean.  The call center business is in demand in the Caribbean as a
result  of  telecommunications  deregulation  in  the islands, which has reduced
costs and caused companies in the United States to spread their growing overseas
call center business to lower-cost sites near the United States. Based on a news
release  by  Global  Information,  Inc. dated January 31, 2005, interpreting the
Zagada  Institute's  "Caribbean  Call Center Report 2005: A CRM Market", persons
employed  in  Caribbean  call  centers have more than doubled to 25,000 over the
past  two years and likely will double again by the end of 2006. Proximity means
U.S.  managers  can  easily  visit  and troubleshoot. Plus, it means call-center
agents  tend  to  be more familiar with U.S. culture than agents in more distant
lands  such  as  India. Caribbean nations are pursuing the call-center business,
anxious  to  create jobs and nurture clean industry that complements their vital
tourism  industry.  Many  islands  offer tax breaks, training programs and other
incentives.  Competition may be robust but at present we believe that the demand
continues  to  exceed the supply. We cannot provide any assurance as to how long
these market conditions may persist.

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

PATENTS, TRADEMARKS & LICENSES

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

GOVERNMENT REGULATION

     The  travel,  real estate development and vacation ownership industries are
subject  to  extensive and complex regulation. We are, and may in the future be,
subject  to  compliance  with  various  federal, state, and local environmental,
zoning,  consumer  protection  and  other statutes and regulations regarding the

                                      -9-
<PAGE>

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

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

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

EMPLOYEES

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

ITEM 2.     DESCRIPTION OF PROPERTY

     Our  corporate  headquarters are located in Saddle Brook, New Jersey.   Our
Saddle  Brook  facility  is approximately 5,000 square feet, of which 250 square
feet  houses  our  executive  offices. This facility is leased by Hickory Travel
Systems,  Inc.  for approximately $178,056 per year.  The lease expires on April
30,  2008.

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

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

ITEM 3.     LEGAL PROCEEDINGS

     We  are  a  party in an action that was filed in Orange County, Florida and
styled  as  Rock Investment Trust, P.L.C. and RIT, L.L.C. vs. Malcolm J. Wright,
American Vacation Resorts, Inc., American Leisure, Inc., Inversora Tetuan, S.A.,
Sunstone  Golf  Resort,  Inc.,  and  Sun  Gate  Resort  Villas,  Inc.,  Case No.
CIO-01-4874,  Ninth  Judicial  Circuit,  Orange  County, Florida. In June, 2001,
after  almost  2  years  from  receiving notice from Malcolm Wright that one Mr.
Roger Smee, doing business under the names Rock Investment Trust, PLC (a British
limited  company)  and  RIT,  LLC  (a  Florida  limited  liability  company)
(collectively,  the  "Smee  Entities") had defaulted under various agreements to
loan  or  to  joint  venture  or  to  fund  investment  into various real estate
enterprises founded by Mr. Wright, the Smee Entities brought the Lawsuit against
Mr.  Wright,  American  Leisure,  Inc.  ("ALI") and several other entities.  The

                                      -10-
<PAGE>

gravamen  of  the  initial  complaint  is  that the Smee Entities made financial
advances  to  Wright  with  some  expectation  of participation in a Wright real
estate  enterprise.  In  general,  the suit requests either a return of the Smee
Entities' alleged advances of $500,000 or an undefined ownership interest in one
or  more  of  the  defendant  entities.  Mr. Wright, American Leisure, Inc., and
Inversora  Tetuan,  S.A.,  have filed a counterclaim and cross complaint against
the Smee Entities and Mr. Smee denying the claims and such damages in the amount
of  $10  million.  If  the  court  rules  that  Mr.  Wright  is liable under his
guarantee  of the American Leisure, Inc. obligation to Smee, it is believed that
such  a  ruling  would  not directly affect American Leisure Holdings, Inc.  The
litigation  is  in  the  discovery phase and is not currently set for trial.  We
have  been advised by our attorneys in this matter that Mr. Wright's position on
the  facts  and  the  law  is  stronger  than the positions asserted by the Smee
Entities.

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

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

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

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

     On  May  4,  2005, Simon Hassine, along with members of his family, filed a
lawsuit  against  us  and  Around  The World Travel in the Circuit Court of Dade
County,  Florida, Civil Division, Case Number 05-09137CA. The plaintiffs are the
former majority shareholders of Around The World Travel and former owners of the

                                      -11-
<PAGE>

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

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

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

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

     We  did  not  submit  any  matters to a vote of security holders during the
fourth  quarter  of  2004.

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common  stock,  $.001  par  value  per  share,  is  traded  on  the
over-the-counter  Bulletin  Board (the "OTCBB") under the trading symbol "AMLH."

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

<TABLE>
<CAPTION>

2004 (1)          HIGH BID          LOW BID
               --------------  ----------------
<S>                  <C>              <C>
Fourth Quarter      $   1.50           $  1.25
Third Quarter       $   2.02           $  1.30
Second Quarter      $   2.00           $  0.45
First Quarter       $   0.60           $  0.25

2003              HIGH BID          LOW BID
               --------------  ----------------
Fourth Quarter      $   0.75           $  0.26
Third Quarter       $   0.40           $  0.10
Second Quarter      $   0.27           $  0.08
First Quarter       $   0.20           $  0.10
<FN>

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

                                      -12-
<PAGE>

     As  of  July  6,  2005, the Company had 328 holders of record of the common
stock.  The  number  of holders of the common stock includes nominees of various
depository  trust  accounts  for  an  undeterminable  number  of  individual
stockholders.

DIVIDEND  POLICY

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

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

RECENT SALES OF UNREGISTERED SECURITIES

     The Company has issued the following securities without registration under
the Securities Act of 1933 (the "Act" or the "Securities Act") during the period
covered by this report:

     In  January 2004, the Company issued warrants to purchase 390,000 shares of
the  Company's  common  stock  to  Arvimex,  Inc. ("Arvimex").  The warrants are
divided  into  two classes.  The first class, comprised of 120,000 warrants, had
an exercise price of $0.001 per share of common stock and were exercisable until
December  31, 2008.  Arvimex exercised these warrants in June 2005, as discussed
below.  The  second  class, comprised of 270,000 shares, bears an exercise price
of  $2.96 per share of common stock and are exercisable until December 31, 2008.
In  March  2004,  the  Company  reduced  the  exercise  price of the warrants to
purchase  270,000  shares  from $2.96 to $1.02 in connection with a reduction in
the  exercise  price of warrants that the Company had issued to Stanford Venture
Capital Holdings, Inc. ("Stanford") from $2.96 to $0.001 per share.  The Company
claims  an exemption from registration afforded by Section 4(2) of the Act since
the  foregoing  issuances  did not involve a public offering, the recipient took
the  warrants  for  investment  and  not resale and the Company took appropriate
measures  to  restrict  transfer. No underwriters or agents were involved in the
foregoing  issuances  and  no underwriting discounts or commissions were paid by
the  Company.

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

                                      -13-
<PAGE>

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

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

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

                                      -14-
<PAGE>

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

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

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

     On  December  22,  2004,  the  Company  issued  120,000  shares of Series A
preferred  stock,  par  value  $0.001  per  share,  to  Xpress  Ltd.  valued  at
$1,200,000. The Series A preferred stock was issued to Xpress as partial payment
under its excusive sales and marketing agreement with us. Malcolm J. Wright, the
Company's Chief Executive Officer and Chief Financial Officer, is the beneficial
owner  of  Xpress.  The  Series  A preferred stock ranks senior to the Company's
common  stock as to dividends and liquidation preference. Each share of Series A
preferred stock is convertible, at the option of the holder thereof, at any time
and  from  time  to  time, into ten (10) fully paid and non-assessable shares of
common  stock.  The  Company  claims  an exemption from registration afforded by
Section  4(2)  of  the Act since the foregoing issuance did not involve a public
offering,  the  recipient  took the shares for investment and not resale and the
Company  took  appropriate  measures  to  restrict  transfer. No underwriters or
agents  were  involved  in  the foregoing issuance and no underwriting discounts
were paid by the Company.

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

                                      -15-
<PAGE>

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

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

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

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

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

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

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

                                      -16-
<PAGE>

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

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

     We  are  in  the  process  of  integrating the administrative operations of
Hickory  and  TraveLeaders.  The  integration  process  has  been slower than we
anticipated  because  it  has  taken  us  longer than expected to identify those
operations  that  could  be  consolidated  and  determine  the  allocation  and
re-assignment  of  the personnel best suited for the consolidated enterprise. In
addition, time has been required to analyze and determine the impact, if any, of
certain  litigation commenced by Around the World Travel regarding its contracts
with  Seamless  Technologies,  Inc.  and  others, as discussed in "Item 3. Legal
Proceedings." As such, expenditures have been higher than anticipated.

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

     In December 2004, we entered into a joint venture with IMA Antigua, Ltd. to
operate  a  call  center  that  we  own located in Antigua. The joint venture is
operated through Caribbean Media Group, Ltd. We own 39.69% of this joint venture
company.  The  call  center provides in-bound and out-bound traffic for customer
service,  customer  retention and accounts receivable management. The clients of
the  call center are well known national businesses with well-established credit
and operational systems.

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

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

                                      -17-
<PAGE>

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

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

RECENT  EVENTS

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

     On  March 7, 2005, we sold land located in Davenport, Florida that had been
held for commercial development. The land was acquired in 2002 for approximately
$1,975,359  and sold for $4,020,000 and paid-off secured debt on the property in
the  amount  of  $1,300,000  plus  accrued interest and other costs. We received
approximately  $2,100,000 in net proceeds from the sale and realized a profit of
$1,100,000.  We  used the net proceeds for working capital and to pay $1,948,411
of  notes  payable  to  related  parties  attributable  to  the  acquisition and
retention of the property.

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

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

KNOWN  TRENDS,  EVENTS,  AND  UNCERTAINTIES

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

                                      -18-
<PAGE>

CRITICAL  ACCOUNTING  ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based upon our financial statements, which have been prepared in
accordance  with  accounting principals generally accepted in the United States.
The  preparation of these financial statements requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses,  and  related  disclosure of any contingent assets and liabilities. We
base our estimates on various assumptions that we believe to be reasonable under
the  circumstances,  the  results  of  which form the basis for making judgments
about  carrying  values  of assets and liabilities that are not readily apparent
from  other  sources.  On  an  on-going basis, we evaluate our estimates. Actual
results may differ from these estimates if our assumptions do not materialize or
conditions  affecting those assumptions change. For a detailed discussion of our
significant  accounting  policies, see Note 2, Summary of Significant Accounting
Policies  to the Notes to our audited consolidated financial statements included
in "Item 7. Financial Statements."

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

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

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

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

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

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

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

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

                                      -19-
<PAGE>

     We  have entered into 720 pre-construction sales contracts for units in The
Sonesta  Orlando  Resort at Tierra del Sol. We will recognize revenue when title
is transferred to the buyer.


     Goodwill
     --------

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

RESULTS  OF  OPERATIONS

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

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

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

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

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

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

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

                                      -20-
<PAGE>

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

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

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

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

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

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

     We  had  total  current assets of $6,000,365 as of December 31, 2004, which
consisted  of  accounts  receivable  of  $3,539,387,  cash  of  $2,266,042, note
receivable of $113,000, prepaid expenses and other of $51,460, and other current
assets of $30,476.

                                      -21-
<PAGE>

     We  had  total  current  liabilities of $23,848,570 as of December 31 2005,
which  consisted  of  current  maturities of long-term debt and notes payable of
$9,605,235,  accounts  payable  and  accrued  expenses  of  $5,618,973, customer
deposits  of  $2,752,535,  other  current  liabilities  of  $2,332,886,  current
maturities  of  notes  payable  to  related  parties  of  $1,910,629  of  which
approximately  $140,044  was owed to a director, accrued expenses to officers of
$1,355,000,  and shareholder advances of $273,312 of which approximately $93,050
was  owed  to  our CEO/director. We anticipate the closing of a construction and
land  loan  for  The  Sonesta  Orlando Resort at Tierra del Sol during the third
quarter  of 2005, of which there can be no assurance. In the event that we close
the  loan  as  anticipated, we intend to pay off current maturities of long-term
debt and notes payable.

     We had negative net working capital of $17,848,205 as of December 31, 2004.
The ratio of total current assets to total current liabilities was approximately
25%  as of December 31, 2004. That ratio will improve upon the retirement of our
short-term debts as of the closing of the construction loan referred to above.

     Net  cash  provided  by  operating activities was $9,108,807 for the fiscal
year  ended  December  31,  2004,  as  compared  to  net  cash used in operating
activities of $2,339,445 for the fiscal year ended December 31, 2003. The change
from  net  cash  used  in operating activities to net cash provided by operating
activities  was  primarily  due  to  an  increase  in  deposits  of  $16,669,347
associated  with deposits from presales for The Sonesta Orlando Resort at Tierra
del  Sol, an increase in accounts payable and accrued expenses of $2,872,777 and
an  adjustment for impairment loss of $3,685,278 that were offset by an increase
in  prepaid  commissions of $8,355,410, a decrease in receivables of $382,125, a
gain  on  the  sale of American Vacation Resorts Inc.'s common stock of $145,614
and minority interests of $510,348.

     Net cash used in investing activities was $14,858,640 for the fiscal year
ended December 31, 2004, as compared to net cash used in investing activities of
$4,282,067 for the fiscal year ended December 31, 2003. The increase in net cash
used in investing activities was due to the capitalization of real estate
carrying costs of $8,124,587, advances to AWT of $4,789,463 and the acquisition
of fixed assets of $3,511,881.

     Net  cash  provided  by  financing activities was $7,281,023 for the fiscal
year  ended  December  31,  2004,  as compared to net cash provided by financing
activities  of  $7,305,865 for the fiscal year ended December 31, 2004. Net cash
provided by financing activities for the fiscal year ended December 31, 2004 was
due  to  proceeds  from  debt  of  $8,860,943 and proceeds from notes payable to
related  parties  of  $312,377,  which  were  offset  by payments of advances of
$757,571,  payment  of  debt  of  $316,218  and  payments  to related parties of
$818,508.

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

     At  December  31, 2004, we had outstanding principal balance of $11,505,000
under  our  three  credit  facilities  with  Stanford.  Our  $6,000,000  secured
revolving credit facility with Stanford bears interest at a fixed rate of 6% per
annum payable quarterly in arrears and matures on December 18, 2008. At the sole
election  of the lender, any amount outstanding under the credit facility may be
converted  into  shares  of our common stock at a conversion price of $15.00 per
share. The $6,000,000 credit facility is guaranteed by Malcolm Wright, our chief
executive  officer  and  is  secured by a second mortgage on our Sonesta Orlando
Resort property, including all fixtures and personal property located on or used
in  connection  with  these  properties,  and  all of the issued and outstanding
capital  stock and assets of two of our subsidiaries, American Leisure Marketing
& Technology, Inc. and Caribbean Leisure Marketing Limited.

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

                                      -22-
<PAGE>

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

     All  of our credit facilities with Stanford contain customary covenants and
restrictions,  including covenants that prohibit us from incurring certain types
of indebtedness, paying dividends and making specified distributions. Failure to
comply  with  these  covenants  and  restrictions  would  constitute an event of
default  under  our  credit  facilities, notwithstanding our ability to meet our
debt service obligations. Upon the occurrence of an event of default, the lender
may convert the debt to the company's common stock, accelerate amounts due under
the  applicable  credit  facility  and  may  foreclose on collateral and/or seek
payment  from  a  guarantor  of  the  credit  facility. At December 31, 2004, we
believe  we  were  in  compliance  with  the  covenants  and  other restrictions
applicable to us under each credit facility.

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

OFF-BALANCE  SHEET  ARRANGEMENTS

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

RISK  FACTORS

RISKS  RELATING  TO  OUR  CAPITAL  AND  LIQUIDITY  NEEDS

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

     Since  our inception, we have been assembling our Travel Division including
the  acquisition  of  Hickory in October 2003 and TraveLeaders in December 2004,
planning  The  Sonesta  Orlando  Resort  at Tierra del Sol, building travel club
membership  databases,  and assembling our management team. We have incurred net
operating  losses  since  our  inception.  As  of  December  31, 2004, we had an
accumulated deficit of $12,295,121.

                                      -23-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -24-
<PAGE>

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

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

RISKS  RELATED  TO  OUR  RESORT  DEVELOPMENT  DIVISION

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

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

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

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

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

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

                                      -25-
<PAGE>

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

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

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

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

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

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

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

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

                                      -26-
<PAGE>

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

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

RISKS  RELATED  TO  OUR  TRAVEL  DIVISION

WE  NEED  APPROXIMATELY $1,500,000 OF CAPITAL THROUGH THE END OF THE 2005 FISCAL
YEAR FOR THE TRAVEL DIVISION THAT MAY NOT BE AVAILABLE TO US ON FAVORABLE TERMS,
IF  AT  ALL.

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

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

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

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

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

                                      -27-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -28-
<PAGE>

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

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

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

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

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

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

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

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

                                      -29-
<PAGE>

RISKS  RELATED  TO  OUR  COMMUNICATIONS  DIVISION

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

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

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

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

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

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

RISKS  RELATING  TO  OUR  COMMON  STOCK

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

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

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

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

                                      -30-
<PAGE>

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

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

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

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

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

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

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

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

                                      -31-
<PAGE>

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

Our  directors,  officers,  and  principal  shareholders  beneficially  own  a
substantial  portion  of  our outstanding common and preferred stock. Malcolm J.
Wright, who serves as our President, Chief Executive Officer and Chief Financial
Officer  and as a Director, and Roger Maddock, one of our majority shareholders,
own,  directly  and indirectly, an aggregate of 62.6% of the voting power in our
company.  As a result, these persons control our affairs and management, as well
as  all  matters  requiring  shareholder  approval,  including  the election and
removal  of  members  of  the  Board  of Directors, transactions with directors,
officers  or  affiliated  entities,  the  sale  or  merger  of  the  Company  or
substantially  all  of  our  assets,  and  changes  in  dividend  policy.  This
concentration  of  ownership  and  control  could  have  the effect of delaying,
deferring,  or  preventing  a change in our ownership or management, even when a
change  would  be  in  the  best  interest  of  other  shareholders.

                                      -32-
<PAGE>

ITEM 7.     FINANCIAL STATEMENTS


                         INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

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

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


                                      -33-
<PAGE>

<TABLE>
<CAPTION>
                         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                    CONSOLIDATED BALANCE SHEET
                                      AS OF DECEMBER 31, 2004

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

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

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

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

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

              LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

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

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

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

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $67,401,981   $25,376,475
                                                                        ============  ============
</TABLE>

                                      -34-
<PAGE>

<TABLE>
<CAPTION>

         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

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


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

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

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

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

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

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

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

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

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

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

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

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

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                        8,607,614     6,844,172
                                             ============  ============
</TABLE>

                                      -35-
<PAGE>

<TABLE>
<CAPTION>

                                                AMERICAN LEISURE HOLDINGS, INC.

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


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -36-
<PAGE>

<TABLE>
<CAPTION>

                               AMERICAN LEISURE HOLDINGS, INC.

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


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

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

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

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

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

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

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

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

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

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

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

                                      -37-
<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.  On  June  14,  2002,
Freewillpc.com,  Inc., a Nevada corporation, acquired American Leisure Holdings,
Inc.,  a Nevada corporation ("American Leisure") in exchange for the issuance of
880,000 shares of Series A preferred stock and 4,893,974 shares of common stock,
and  changed  its  name  to American Leisure Holdings, Inc. This transaction was
treated  as  an  acquisition  of  Freewill  and  a  recapitalization of American
Leisure.

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

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

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

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

PRINCIPLES OF CONSOLIDATION

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

                                      -38-
<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 Equities Corporation                         100.00%
   American Leisure Homes, Inc. (ALH)                            100.00%
   I-Drive Limos, Inc. (ID)                                      100.00%
   Orlando Holidays, Inc. (OH)                                   100.00%
   Welcome to Orlando, Inc. (WTO)                                100.00%
   American Leisure, Inc. (ALI)                                  100.00%
   Pool Homes Managers, Inc. (PHM)                               100.00%
   Advantage Professional Management Group, Inc. (APMG)          100.00%
   Leisureshare International Ltd (LIL)                          100.00%
   Leisureshare International Espanola S.A. (LIESA)              100.00%
   American Travel & Marketing Group, Inc. (ATMG)                 81.00%
   American Leisure Marketing and Technology, Inc.               100.00%
   Tierra Del Sol Resort, Inc.                                    81.00%
   Hickory  Travel  Systems,  Inc.                                50.83%
   American Travel Club, Inc.                                    100.00%
   American Access Telecommunications Corporation                100.00%
   American Switching Technologies, Inc.                         100.00%
   Affinity Travel Club, Inc.                                    100.00%
   AAH Kissimmee LLC                                             100.00%
   Club Turistico Latinoamericano, Inc.                          100.00%
   Affinity Travel, Inc.                                         100.00%
   Pool Homes, Inc.                                              100.00%
   American Sterling Corp.                                        81.00%
   American Sterling Motorcoaches, Inc.                           81.00%
   Caribbean Leisure Marketing, Ltd.                              81.00%
   Comtech Fibernet, Inc.                                         81.00%
   Caribbean Media Group, Ltd                                     39.69%


                                      -39-
<PAGE>

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

USE OF ESTIMATES

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

CONCENTRATION OF RISK

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

                                      -40-
<PAGE>

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

LONG-LIVED ASSETS

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

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

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

INTANGIBLES WITH FINITE LIVES

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

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

     Trademarks               20 Years
     Customer List             5 Years

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

INCOME TAXES

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

                                      -41-
<PAGE>

GOODWILL

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

CASH

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

SHARES FOR SERVICES AND OTHER ASSETS

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

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

<TABLE>
<CAPTION>

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

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

                                      -42-
<PAGE>

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

REVENUE RECOGNITION

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

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

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

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

LOSS PER SHARE

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

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

                                      -43-
<PAGE>

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

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

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

RECLASSIFICATIONS

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

NOTE   3 - FINANCIAL CONDITION AND GOING CONCERN

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

                                      -44-
<PAGE>

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

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

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

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

NOTE  4  -  ACQUISITIONS

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

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

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

                                      -45-
<PAGE>

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

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


Notes Assumed                         11,040,320
Accounts Payable & Accrued Expenses    6,266,032
                                     -----------
  Total liabilities assumed           17,306,352

Series F Preferred Stock issued          193,648
                                     -----------
  Consideration                      $17,500,000
</TABLE>


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

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

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


NOTE 5 - PROPERTY AND EQUIPMENT, NET

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

<TABLE>
<CAPTION>

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

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

NOTE 6 - LAND HELD FOR FUTURE DEVELOPMENT

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

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

                                      -46-
<PAGE>

NOTE 7 - OTHER ASSETS

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

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

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

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

NOTE 9 - 1913 MERCEDES BENZ

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

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

NOTE 10 - LONG-TERM DEBT AND NOTE PAYABLE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Principal repayments for the next years are as follows:

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

                                      -47-
<PAGE>

NOTE 11 - NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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


Principal repayments for next years are as follows:

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

NOTE 12 - SHAREHOLDER ADVANCES

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

NOTE 13 - STOCKHOLDERS EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK

Common Stock and Mandatory Redeemable Preferred Stock

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

                                      -48-
<PAGE>

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

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

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

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

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

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

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

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

Preferred Stock

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

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

</TABLE>

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

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

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

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

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

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

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

                                      -49-
<PAGE>

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

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

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

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

Warrants

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

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

NOTE 14 - INCOME TAXES

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

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

<TABLE>
<CAPTION>
                                        2004           2003
<S>                                      <C>           <C>
Net operating loss carryforwards    $ 2,200,000     $ 661,000
Valuation allowance                  (2,200,000)     (661,000)
                                   ------------     ----------
Net deferred tax assets             $         -     $       -
                                   ============     ==========
</TABLE>

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

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

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

                                      -50-
<PAGE>

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

<TABLE>
<CAPTION>

December 31,
<S>                                <C>
2005                             255,588
2006                             178,056
2007                             178,056
2008                              59,352
                                 -------
                                 671,052
                                ========
</TABLE>

                                      -51-
<PAGE>

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

Employment Agreements

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

LITIGATION

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

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

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

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

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

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

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

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

                                      -52-
<PAGE>

NOTE 16 - EMPLOYEE BENEFITS

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

NOTE 17 - SELF-INSURED HEALTH INSURANCE

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

NOTE 18 - OPERATING SEGMENTS

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

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

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

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

For  the  year  ending  December  31,  2004:

<TABLE>
<CAPTION>

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

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
</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.

                                      -53-
<PAGE>

Note 19 - RELATED PARTY TRANSACTIONS

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

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

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

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

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

                                      -54-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -55-
<PAGE>

NOTE  20  -  RESTATEMENT

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

A  summary  of  the  restatement  is  as  follows:

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

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

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

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

                                      -56-
<PAGE>

NOTE 21 - SUBSEQUENT EVENTS

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

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

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

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

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

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

     The  Company,  through  one  of its' majority owned subsidiaries, formed an
Operating corporation to be known as Caribbean Media Group, Ltd, pursuant to the
Companies  Act  of  Barbados.  The  Company's subsidiary will own 39.69% of this
joint venture  company.

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

                                      -57-
<PAGE>

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

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

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

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

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

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

                                      -58-
<PAGE>

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

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

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

ITEM 8A.     CONTROLS AND PROCEDURES.

     Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
Officer  and  Chief Financial Officer, after evaluating the effectiveness of the
Company's  "disclosure  controls  and  procedures" (as defined in the Securities
Exchange  Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered  by this annual report (the "Evaluation Date"), has concluded that as of
the  Evaluation  Date,  our  disclosure  controls  and procedures are effective.
However,  because we have not fully integrated our administrative operations, we
face  increased  pressure  related  to  recording,  processing,  summarizing and
reporting  consolidated  financial information required to be disclosed by us in
the  reports that we file or submit under the Exchange Act in a timely manner as
well  as  accumulating  and  communicating  such  information to our management,
including  our  Chief  Executive  Officer  and  Chief  Financial  Officer,  as
appropriate to allow timely decisions regarding required disclosure.  We believe
that  until  we  have  fully  integrated  our administrative operations, we will
continue  to  face  such  pressure  regarding  the  timeliness of our filings as
specified  in  the  Commission's  rules  and  forms which could lead to a future
determination  that  our disclosure controls and procedures are not effective as
of  a  future  evaluation  date.

     Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes  in the Company's internal control over financial reporting
during  the  fourth  fiscal  quarter that materially affected, or are reasonably
likely  to  materially  affect,  the  Company's  internal control over financial
reporting.

                                      -59-
<PAGE>

ITEM  8B.     OTHER  INFORMATION.

Form  8-K,  Item 5.03, Departure of Directors or Principal Officers; Election of
--------------------------------------------------------------------------------
Directors;  Appointment  of  Principal  Officers.
-------------------------------------------------

     The  Company  filed  a  Form  8-K with the Commission on February 15, 2005,
which  disclosed  that  the Company's Board of Directors appointed David Levine,
Thomas  Cornish and Carlos "Charles" J. Fernandez as Directors of the Company to
fill  vacancies  on the Board of Directors created by the resignation of Gillian
Wright  and  an increase in the number of members on the Board of Directors from
four  to  nine.  This disclosure under Item 8B is being provided to clarify that
Messrs.  Levine,  Cornish  and  Fernandez are director nominees and have not yet
accepted  directorship.  L. William Chiles continues to serve as Chairman of the
Board  until  Mr.  Levine  is  inducted  into  such position, which induction is
anticipated  by  the  Company.

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

OFFICERS  AND  DIRECTORS

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

<TABLE>
<CAPTION>

NAME                              AGE          TITLE
-------------------               ---          ----------------------------------------------
<S>                               <C>           <C>
Malcolm J. Wright                  54          Chief Executive Officer, President, Secretary,
                                               Chief Financial Officer and Director

L. William Chiles                  63          Director

James Leaderer                     51          Director
</TABLE>


BIOGRAPHICAL  INFORMATION

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

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

                                      -60-
<PAGE>

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

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

     Our  Advisory  Board  and  Our  Director  Nominees
     --------------------------------------------------

     We  have  an  advisory board consisting of Charles J. Fernandez and T. Gene
Prescott.  The  members  of our advisory board provide us with general corporate
and  business  advice.  Thomas  Cornish  and  David  Levine  have  served on our
advisory  board.  Our  board  of  directors,  via  signed  written  consent, has
nominated  Thomas  Cornish,  Charles  J.  Fernandez and David Levine to serve as
directors; however, they have not accepted directorship as of the filing of this
report  and  we  do  not currently have plans for them to come onto our board of
directors.

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

     T. GENE PRESCOTT, age 62, has served on our advisory board since July 2004.
Mr.  Prescott  is Chairman and Owner of Seaway Two Corp, a hospitality business,
located  in Coral Gables Florida, and has served in these capacities since 1979.
Mr.  Prescott  received a bachelor's degree in accounting from The University of
Ohio  in  1965.  Mr.  Prescott  attended  Carnegie Mellon from 1965 to 1967. Mr.
Prescott  is a director and the Treasurer of the Miami Dade Expressway Authority
and  a  director  of  Miami Children's Hospital. Mr. Prescott is a member of the
Orange  Bowl  Committee,  various  chambers  of  commerce  and  the Coral Gables
Foundation.

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

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

                                      -61-
<PAGE>

TERM  OF  OFFICE

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

AUDIT COMMITTEE

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

COMPENSATION  COMMITTEE

     We  do  not  have  a  compensation committee.  We expect the nomination and
acceptance  of  several directorships in the future.  We anticipate that we will
form  a  compensation  committee  when  new members join our board of directors.

COMPENSATION OF DIRECTORS

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

     We  granted  to each of Malcolm J. Wright and L. William Chiles warrants to
purchase  100,000 shares (or an aggregate of 200,000 shares) of our common stock
at  an  exercise  price  of  $1.02  per  share  for their services.  Warrants to
purchase  75,000  shares  have vested to each of them.  Warrants to purchase the
remaining  25,000  shares  will  vest  to each of them on their next anniversary
dates as Directors, provided that they are still serving as Directors.  They may
exercise  the  warrants  for a period of five years from the dates on which such
warrants  vest.

CODE OF ETHICS

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

ITEM 10.     EXECUTIVE COMPENSATION.

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

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                           Annual Compensation (1)              Long Term Compensation (2)
                                                                                        Awards
                                                                               Restricted     Securities
                                                                Other annual     Stock        Underlying
                                           Salary      Bonus    compensation     award(s)     Options/SARs
Name and Principal Position     Year        ($)         ($)         ($)            ($)            (#)
<S>                             <C>     <C>             <C>         <C>            <C>            <C>
Malcolm J. Wright               2004    $578,000(3)      --          --             --          347,860 (5)
Chief Executive Officer,        2003    $313,000(3)      --          --             --             --
President, Secretary, Chief     2002    $268,000(3)      --          --             --             --
Financial Officer and Director

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

                                      -62-
<PAGE>

<FN>
(1)  Does  not  include  perquisites  and  other  personal  benefits  in amounts
     less than 10% of the total annual salary and other compensation.
(2)  There  are  no  stock  option,  retirement,  pension,  or  profit  sharing
     plans  for the benefit of our officers and directors; however, see Footnote
     5 to this table, below.
(3)  Includes  $500,000,  $250,000  and  $250,000  of  accrued  salary  for  Mr.
     Wright's  services  as  an  executive  officer  for  2004,  2003  and 2002,
     respectively,  $60,000  and $45,000 of accrued interest on salaries payable
     in  2004 and 2003, respectively, at 12% per annum, compounded annually, and
     $18,000 of accrued director compensation per year for Mr. Wright's services
     as a director of the Company for 2004, 2003 and 2002. We pay $940 per month
     and  related  expenses  to  provide Mr. Wright with business use of a motor
     vehicle.
(4)  Includes  $152,902  and  $150,579  of  salary  paid  to  Mr. Chiles for his
     services  as  an  executive  officer  of  Hickory  for  2004  and  2003,
     respectively,  $100,000  of accrued salary for 2004, and $18,000 of accrued
     director  compensation  per  year  for his services as a director for 2004,
     2003  and 2002. Mr. Chiles is provided a new insured automobile for his use
     during the term of his employment with Hickory, which vehicle shall have an
     approximate value of $80,000.
(5)  In  March  2004,  pursuant  to  a  debt  guarantor agreement, we authorized
     the  issuance  of warrants to Mr. Wright and Mr. Chiles to purchase 347,860
     shares and 168,672 shares, respectively, of our common stock at an exercise
     price of $2.96 per share, which was subsequently reduced to $1.02 per share
     of common stock.
</TABLE>


EMPLOYMENT  AGREEMENTS

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

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

     -    Use  of  alcohol,  narcotics  or  other  controlled  substances  that
          prevent him from efficiently performing his duties;
     -    Disclosure  of  confidential  information  or  competes  against us in
          violation of the employment agreements;

                                      -63-
<PAGE>

     -    Theft,  dishonesty,  fraud,  or  embezzlement  from  us or a violation
          of the duty of loyalty to us;
     -    If  Mr.  Chiles  is  directed  by  a  regulatory  or  governmental
          authority to terminate his employment with us or engages in activities
          that  cause  actions  to  be  taken  by  regulatory  or  government
          authorities, that have a material adverse effect on us;
     -    Conviction  of  a  felony  (other  than  a  felony  resulting  in  a
          traffic violation) involving any crime of moral turpitude or any crime
          involving us;
     -    Sexual harassment or sexually inappropriate behavior;
     -    Materially disregards duties under the employment agreements;
     -    Egregious misconduct or pattern of conduct;
     -    Entering  into  enforceable  commitments  on  our  behalf  without
          conforming  to  our  policies and procedures or in violation of any of
          our directives.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The following table sets forth information as of July 6, 2005, with respect
to the beneficial ownership of our common stock by (i) each director and officer
of the Company, (ii) all directors and officers as a group and (iii) each person
known  by  the  Company  to  own  beneficially  5%  or more of our common stock:

<TABLE>
<CAPTION>

                                                            COMMON STOCK
                                                        BENEFICIALLY OWNED(1)
                                                  --------------------------------
NAME AND ADDRESS                                          NUMBER          PERCENT
------------------------------------------------  ----------------------  --------
<S>                                                         <C>            <C>
Roger Maddock                                             7,767,616  (2)     50.3%

Arvimex, Inc.                                             7,122,268  (3)     47.0%

Malcolm J. Wright                                         6,015,841  (4)     41.3%

Stanford International Bank Limited                       3,608,233  (5)     30.6%

Xpress, Ltd.                                              4,069,942  (6)     30.2%

L. William Chiles                                         1,093,672  (7)     10.3%

James Leaderer                                               10,000             *

Thomas Cornish                                               50,000  (8)        *

Charles J. Fernandez                                         50,000  (9)        *

David Levine                                                 50,000  (8)        *

All officers and directors as a group (3 people)  7,119,513  (4) (7)(10)     48.1%
<FN>
*Less than 1%.

(1)  The  number  of  shares  of  common  stock  owned  are  those "beneficially
     owned"  as  determined  under  the  rules  of the Commission, including any
     shares  of  common  stock as to which a person has sole or shared voting or
     investment  power  and  any shares of common stock which the person has the
     right to acquire within sixty (60) days through the exercise of any option,
     warrant  or  right.  As  of  July  6, 2005, there were 10,137,974 shares of
     common stock outstanding.

                                      -64-
<PAGE>

(2)  Includes  345,348  shares  of  common  stock  and 30,000 shares of Series A
     preferred stock, which are convertible into 300,000 shares of common stock,
     owned  directly  by  Mr.  Maddock,  2,102,268  shares of common stock owned
     directly  by  Arvimex,  475,000  shares  of  Series A preferred stock owned
     directly  by  Arvimex which are convertible into 4,750,000 shares of common
     stock,  and  a  warrant  to  purchase  270,000 shares of common stock at an
     exercise  price  of $1.02 per share owned by Arvimex and exercisable within
     the  next  sixty  days.  Mr.  Maddock  is  the  President  of  Arvimex  and
     beneficially  owns the shares of common stock, Series A preferred stock and
     warrants owned by Arvimex.
(3)  Includes  2,102,268  shares  of  common  stock and 475,000 shares of Series
     A  preferred  stock,  which are convertible into 4,750,000 shares of common
     stock,  owned directly by Arvimex, and a warrant to purchase 270,000 shares
     of  common  stock  at  an  exercise  price of $1.02 per share, which may be
     exercised  by  Arvimex  within  the  next  sixty days. Roger Maddock is the
     President  of  Arvimex  and the beneficial owner of the securities owned by
     Arvimex.
(4)  Includes  845,733  shares  of  common  stock  and 55,000 shares of Series A
     preferred stock, which are convertible into 550,000 shares of common stock,
     owned directly by Mr. Wright, 719,942 shares of common stock owned directly
     by  Xpress  Ltd., 335,000 shares of Series A preferred stock owned directly
     by  Xpress  which  are  convertible  into 3,350,000 shares of common stock,
     27,306  shares  of  common  stock  and  10,000 shares of Series A preferred
     stock,  which  are  convertible  into 100,000 shares of common stock, owned
     directly  by Mr. Wright's daughter who resides in the same household as Mr.
     Wright,  and  warrants  to  purchase  422,860  shares of common stock at an
     exercise  price  of  $1.02  per share, which may be exercised by Mr. Wright
     within  the  next  sixty  days.  Mr.  Wright is the President of Xpress and
     beneficially  owns  the shares of common stock and Series A preferred stock
     owned  by  Xpress. Mr. Wright has pledged 845,733 shares of common stock to
     Stanford  as  collateral  for  an aggregate of $6,000,000 of financing that
     Stanford  has  provided to us. Mr. Wright disclaims beneficial ownership of
     302,000  shares  of common stock owned directly by James Hay Trustees, Ltd.
     as  Mr.  Wright does not have voting or investment power over these shares,
     which the trust is holding for the benefit of Mr. Wright's children.
(5)  Includes  1,125,000  shares  of  common  stock  and 23,850 shares of Series
     C  preferred  stock  which  are  convertible  into 477,000 shares of common
     stock,  owned directly by Stanford, 200,000 shares of common stock issuable
     upon  the  exercise of warrants at $5.00 per share, 960,500 shares issuable
     upon  conversion of convertible promissory notes and 845,733 shares pledged
     by  Malcolm  J.  Wright,  but  does  not include the shares of common stock
     directly owned  by four Stanford employees or shares issuable upon exercise
     of the warrants  owned  by  them,  as there are no contracts, agreements or
     understandings pursuant to which Stanford has or shares voting power, which
     includes  the  power to vote, or direct the voting of, or investment power,
     which  includes  the  power  to  dispose  or  direct the disposition of, in
     connection  with  the  shares  of  the  four  Stanford employees.  Stanford
     International  Bank  Limited  received  the  securities  of which it is the
     beneficial  owner  from  R.  Allen Stanford who received them from Stanford
     Venture Capital Holdings, Inc. as set forth in an Assignment and Assumption
     Agreement,  filed  as  Exhibit  10.1  to  Schedule  13D  by  Stanford
     International Bank Limited on July 15, 2005.  A reference in this report
     related to ownership of these securities by Stanford relates to Stanford
     International Bank Limited.
(6)  Includes  719,942  shares  of  common  stock and 335,000 shares of Series A
     preferred  stock,  which  are  convertible  into 3,350,000 shares of common
     stock,  owned  directly  by  Xpress.  Malcolm J. Wright is the President of
     Xpress and the beneficial owner of the securities owned by Xpress.
(7)  Includes  850,000  shares  of  common  stock  owned directly by Mr. Chiles,
     and  warrants  to  purchase  243,672  shares of common stock at an exercise
     price  of  $1.02 per share, which may be exercised by Mr. Chiles within the
     next sixty days.
(8)  The  shares  beneficially  owned  by  each  of  Mr.  Cornish and Mr. Levine
     represent  50,000  shares  of  common stock issuable upon the exercise of a
     warrant  at  $1.02  which  has  vested  as  of the date of this report. Mr.
     Cornish  and  Mr.  Levine  are  director  nominees;  however, they have not
     accepted  directorship  as  of  the  filing  of  this  report and we do not
     currently have plans for them to come onto our board of directors.
(9)  The  shares  beneficially  owned  by  Mr. Fernandez represent 50,000 shares
     of  common stock issuable upon the exercise of a warrant at $1.02 per share
     which has vested as of the date of this report. Mr. Fernandez is a director
     nominee; however, he has not accepted directorship as of the filing of this
     report and we do not currently have plans for him to come onto our board of
     directors.
(10) Does  not  include  50,000  shares  of  common  stock beneficially owned by
     each of the director nominees, Messrs. Cornish, Levine and Fernandez.
</TABLE>

CHANGE IN CONTROL

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

                                      -65-
<PAGE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     We  accrue  $500,000  per  year as salary payable to Malcolm J. Wright, our
Chief  Executive  Officer. Prior to 2004, we accrued $250,000 per year as salary
payable  to  Mr. Wright. We accrue interest at a rate of 12% compounded annually
on  the salary owed to Mr. Wright. As of December 31, 2004, the aggregate amount
of  salary  payable  and  accrued interest owed to Mr. Wright was $1,105,000. We
also accrue $100,000 per year as salary payable to L. William Chiles, a director
of the Company and the President of Hickory, for his services, and interest at a
rate  of 12% compounded annually beginning in 2005. As of December 31, 2004, the
aggregate amount of salary payable to Mr. Chiles was $66,400.

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

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

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

                                      -66-
<PAGE>

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

     Malcolm J. Wright is the President and 81% majority shareholder of American
Leisure  Real  Estate  Group,  Inc.  On  November  3,  2003,  we entered into an
exclusive  development  agreement  with  American  Leisure  Real Estate Group to
provide  development  services for the development of The Sonesta Orlando Resort
at Tierra del Sol. Pursuant to this development agreement, it is responsible for
all  development  logistics  and we are obligated to reimburse it for all of its
costs  and to pay it a development fee in the amount of 4% of the total costs of
the  project paid by it. As of December 31, 2004, it had administered operations
and  paid  bills  in  the  amount  of  $3,543,784  and  received a fee of 4% (or
approximately $141,751) under the development agreement.

     Malcolm  J.  Wright and members of his family are the majority shareholders
of  Xpress  Ltd.,  a  company  that  has  experience marketing vacation homes in
Europe.  On  November  3, 2003, we entered into an exclusive sales and marketing
agreement  with Xpress to sell the units in The Sonesta Orlando Resort at Tierra
del  Sol  being  developed by us. This agreement provides for a sales fee in the
amount  of  3%  of the total sales prices received by us plus a marketing fee of
1.5%.  Pursuant  to  the  terms  of  the agreement, one-half of the sales fee is
payable  upon  entering into a sales contract (with deposits paid as required by
the  sales  contract)  for  a  unit in the resort and the other half is due upon
closing  the  sale.  During  the  period since the contract was entered into and
ended  December  31,  2004,  the  total  sales  made  by  Xpress  amounted  to
approximately  $173,979,572.  As a result of the sales, we were obligated to pay
Xpress  a  sales  fee  of  approximately  $2,609,694  and  a  marketing  fee  of
$2,609,694.  We  will  be  obligated  to pay Xpress the remaining sales fee upon
closing  the  sales  of  the  units. As of December 31, 2004, we had paid Xpress
$3,505,748  of  cash,  issued  Xpress 120,000 shares of Series A Preferred Stock
valued at $1,200,000, and transferred to Xpress a 1913 Benz automobile valued at
$500,000.

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

     We  granted warrants to each of Malcolm J. Wright and L. William Chiles for
their  services  as  directors  to  purchase  100,000 shares (or an aggregate of
200,000  shares)  of  our  common stock at an exercise price of $1.02 per share.
Warrants  to  purchase  75,000  shares  have vested to each of them. Warrants to
purchase  the  remaining  25,000  shares  will  vest to each of them on the next
anniversary  date  of  each of their terms as a director, provided they are then
serving in said capacity.

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

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

                                      -67-
<PAGE>

     In  March  2005, we closed on the sale of 13.5 acres of commercial property
in  Davenport,  Polk County, Florida at the corner of U.S. Hwy. 27 and Sand Mine
Road.  The  property  was  sold  for $4,020,000. We paid-off secured debt on the
property  of  $1,300,000  plus accrued interest and other costs. We used the net
proceeds  for  working capital and to pay $1,948,411 of notes payable to related
parties attributable to the acquisition and retention of the property.

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

ITEM 13.     EXHIBITS

     The exhibits listed below are filed as part of this annual report.


EXHIBIT NO.   DESCRIPTION OF EXHIBIT

2.1 (1)    Stock Purchase Agreement

3.1 (2)    Articles of Incorporation

3.2 (3)    Amended and Restated Bylaws

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -68-
<PAGE>

10.12 (6)  First Amendment to Credit Agreement with Stanford for $6,000,000 Line
           of Credit

10.13 (6)  Mortgage Modification and Restatement Agreement between Tierra Del
           Sol Resort Inc., formerly Sunstone Golf Resort, Inc., formerly
           Sunstone Golf Resort, Inc. ("TDSR") and Stanford dated December 18,
           2003

10.14 (6)  Registration Rights Agreement with Stanford dated December 18, 2003

10.15 (6)  Florida Mortgage and Security Agreement securing the $6,000,000 Line
           of Credit

10.16 (6)  Second Florida Mortgage and Security Agreement securing the
           $6,000,000 Line of Credit

10.17 (6)  Security Agreement by Caribbean Leisure Marketing Limited and
           American Leisure Marketing and Technology Inc. dated December 18,
           2003, securing the $6,000,000 Line of Credit

10.18 (6)  Warrants issued to Daniel T. Bogar to purchase 168,750 shares at
           $2.96 per share

10.19 (7)  Warrants issued to Arvimex, Inc. to purchase 120,000 shares at
           $0.001 per share

10.20 (7)  Warrant Purchase Agreement with Stanford to purchase 600,000
           shares at $0.001 per share and 1,350,000 shares at $2.96 per share

10.21 (7)  Warrants issued to Arvimex to purchase 270,000 shares at $2.96 per
           share

10.22 (10) Credit Agreement with Stanford for $1,000,000 Credit Facility

10.23 (10) Credit Agreement with Stanford for $3,000,000 Credit Facility

10.24 (10) Instrument of Warrant Repricing to purchase 1,350,000 shares at
           $0.001 per share

10.25 (10) Warrant Purchase Agreement with Stanford to purchase 500,000
           shares at $5.00 per share

10.26 (10) Registration Rights Agreement with Stanford dated June 17, 2004

10.27 (9)  Agreement and First Amendment to Agreement to Purchase Galileo
           Notes with GCD Acquisition Corp. ("GCD"), dated March 19, 2004 and
           March 29, 2004, respectively

10.28 (9)  Assignment Agreement for Security for Galileo Notes

10.29 (18) Bridge Loan Note for $6,000,000 issued by Around The World
           Travel, Inc. in favor of Galileo International, LLC and acquired by
           the Registrant

10.30 (18) Third Amended and Restated Acquisition Loan Note for $6,000,000
           issued by Around The World Travel, Inc. in favor of Galileo
           International, LLC and acquired by the Registrant

10.31 (18) Amended and Restated Initial Loan Note for $7,200,000 issued by
           Around The World Travel in favor of Galileo and acquired by the
           Registrant

10.32 (18) Promissory Note for $5,000,000 issued by Around The World Travel,
           Inc. in favor of CNG Hotels, Ltd. and assumed by the Registrant

10.33 (18) Promissory Note for $2,515,000 issued by TDSR in favor of Arvimex
           and Allonge dated January 31, 2000

10.34 (18) Registration Rights Agreement with Arvimex dated January 23, 2004

10.35 (13) Development Agreement between TDSR and American Leisure Real
           Estate Group, Inc.

10.36 (14) Exclusive Sales and Marketing Agreement between TDSR and Xpress Ltd.

10.37 (15) Asset Purchase Agreement with Around The World Travel, Inc. for
           TraveLeaders

10.38 (16) Operating Agreement between American Leisure Hospitality Group,
           Inc. and Sonesta Orlando, Inc., dated January 29, 2005

10.39 (17) Second Re-Instatement and Second Amendment to Contract of Advantage
           Professional Management Group, Inc. to sale unimproved land in
           Davenport, Florida to Thirteen Davenport, LLC

10.40 (17) Purchase Agreement between Advantage Professional Management
           Group, Inc. and Paradise Development Group, Inc. to sale part of
           unimproved land in Davenport, Florida

10.41 (17) First Amendment to Purchase Agreement between Advantage Professional
           Management Group, Inc. and Paradise Development Group, Inc. to sale
           part of unimproved land in Davenport, Florida

10.42 (17) Assignment of Purchase Agreement, as amended, to Thirteen Davenport,
           LLC to sale part of unimproved land in Davenport, Florida

10.43 (20) Note and Mortgage Modification Agreement dated May 12, 2005,
           regarding a Promissory Note in the original amount of $985,000 dated
           January 31, 2000, issued by TDSR in favor of Raster Investments, Inc.
           and a Mortgage in favor of Raster Investments, Inc.

10.44 (20) First Amendment to Asset Purchase Agreement with Around The World
           Travel, Inc. for TraveLeaders dated March 31, 2005

10.45 (21) Management Agreement with Around The World Travel, Inc. dated
           January 1, 2005

10.46 (21) License Agreement with Around The World Travel, Inc. dated
           January 1, 2005

10.47 (21) Agreement with Shadmore Trust U/A/D dated April 1, 2004 to
           acquire common stock, preferred stock and indebtedness of AWT

                                      -69-
<PAGE>

10.48 (21) Promissory Note for $1,698,340 issued by the Registrant in favor
           of Shadmore Trust U/A/D and dated April 1, 2004

10.49 (21) Stock Purchase Agreement dated April 12, 2004 to acquire
           preferred stock of Around The World Travel, Inc.

10.50 (21) Additional $1.25M issued by the Registrant in favor of Stanford
           and dated November 15, 2004.

10.51 (21) Third Amendment to Credit Agreement with Stanford for $1,000,000
           and Second Additional Stock Pledge Agreement dated December 13, 2004

10.52 (21) Second Renewal Promissory Note for $1,355,000 issued by the
           Registrant in favor of Stanford and dated December 13, 2004

10.53 (21) Agreement dated March 17, 2005, to Terminate Right of First
           Refusal Agreement and Amend Registration Rights Agreement with
           Stanford

10.54 (22) Warrant Agreement and Warrants to Malcolm J. Wright to purchase
           100,000 shares at $1.02 per share

10.55 (22) Warrant Agreement and Warrants to L. William Chiles to purchase
           100,000 shares at $1.02 per share

10.56 (22) Warrant Agreement and Warrants to T. Gene Prescott to purchase
           100,000 shares at $1.02 per share

10.57 (22) Warrant Agreement and Warrants to Charles J. Fernandez to
           purchase 100,000 shares at $1.02 per share

10.58 (22) Warrant Agreement and Warrant to Steven Parker to purchase
           200,000 shares at $1.02 per share

10.59 (22) Warrant Agreement and Warrants to Toni Pallatto to purchase
           25,000 shares at $1.02 per share

10.60 (21) Employment Agreement, as amended, between L. William Chiles and
           Hickory Travel Systems, Inc.

10.61 (21) Employment Agreement between L. William Chiles and the Registrant

10.62 (21) First Amendment to $3 Million Credit Agreement

10.63 (21) Instrument of Warrant Repricing to purchase 100,000 shares at
           $0.001 per share

16.1 (3)   Letter from J.S. Osborn, P.C. dated August 1, 2002

16.2 (4)   Letter from J.S. Osborn, P.C. dated May 22, 2003

16.3 (11)  Letter from J.S. Osborn, P.C. dated August 17, 2004

16.4 (11)  Letter from Charles Smith

16.5 (11)  Letter from Marc Lumer & Company

16.6 (11)  Letter from Byrd & Gantt, CPA's, P.A.

16.7 (12)  Letter from Malone & Bailey, PLLC

16.8 (19)  Letter from Bateman & Co., Inc., P.C.

21 (18)    Subsidiaries of American Leisure Holdings, Inc.

23.1(21)   Consent of Lopez, Blevins, Bork & Associates, LLP

23.2 (23)  Consent of David M. Loev, Attorney at Law

31*        CEO and CFO Certification pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002

32*        CEO and CFO Certification pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002

99.1 (6)   Personal Guarantee by Malcolm J. Wright guaranteeing the $6,000,000
           Line of Credit

99.2 (10)  Letter to the Shareholders of Around The World Travel, Inc.

* Filed herein.
(1)  Filed  as  Exhibit  2.1  to  the  Registrant's  Form  8-K on June 28, 2002,
     and incorporated herein by reference.
(2)  Filed  as  Exhibit  3.1  to  the  Registrant's  Form  SB-1  on  October 20,
     2000, and incorporated herein by reference.
(3)  Filed  as  Exhibits  3.4,  3.1,  3.2, 3.3, 10.2, and 16.1, respectively, to
     the Registrant's Form 10-QSB on August 19, 2002, and incorporated herein by
     reference.
(4)  Filed  as  Exhibit  16.1  to  the  Registrant's  Form  8-K on May 23, 2003,
     and incorporated herein by reference.
(5)  Filed  as  Exhibits  99.2,  99.1,  99.3,  99.5,  99.6,  99.7,  99.8,  99.9,
     99.10  and  99.11, respectively, to the Registrant's Form 10-KSB on May 23,
     2003, and incorporated herein by reference.

                                      -70-
<PAGE>

(6)  Filed  as  Exhibits  99.1,  99.2,  99.3,  99.4,  99.7,  99.8,  99.9, 99.10,
     99.11  and  99.5,  respectively,  to  the Registrant's Form 8-K on April 1,
     2004, and incorporated herein by reference.
(7)  Filed  as  Exhibits  99.11,  99.12  and  99.13,  respectively,  to  the
     Registrant's  Form  10-QSB  on  May  25,  2004,  and incorporated herein by
     reference.
(8)  Filed  as  Exhibit  99.1  to  the Registrant's Form 10-KSB on May 21, 2004,
     and incorporated herein by reference.
(9)  Filed  as  Exhibits  99.1  and  99.2,  respectively,  to  the  Registrant's
     Form 8-K on April 6, 2004, and incorporated herein by reference.
(10) Filed  as  Exhibits  3.1,  10.1,  10.2,  10.3,  10.4,  10.5  and  99.2,
     respectively,  to the Registrant's Forms 8-K/A filed on August 6, 2004, and
     incorporated herein by reference.
(11) Filed  as  Exhibits  16.2,  16.3,  16.4  and  16.5,  respectively,  to  the
     Registrant's  Forms 8-K/A filed on August 18, 2004, and incorporated herein
     by reference.
(12) Filed  as  Exhibit  16.1  to  the Registrant's Form 8-K on August 18, 2004,
     and incorporated herein by reference.
(13) Filed  as  Exhibit  10.6  to  the  Registrant's  Form  10-QSB on August 20,
     2004, and incorporated herein by reference.
(14) Filed  as  Exhibit  10.6  to  the Registrant's Form 10-QSB/A on December 8,
     2004, and incorporated herein by reference.
(15) Filed  as  Exhibit  10.1  to  the Registrant's Form 8-K on January 6, 2005,
     and incorporated herein by reference.
(16) Filed  as  Exhibit  10.1  to  the  Registrant's  Form  8-K  on  February 2,
     2005, and incorporated herein by reference.
(17) Filed  as  Exhibits  10.1,  10.2,  10.3  and  10.4,  respectively,  to  the
     Registrant's  Form  8-K  on  March  14,  2005,  and  incorporated herein by
     reference.
(18) Filed  as  Exhibits  4.6,  10.29,  10.30,  10.31,  10.32, 10.33, and 10.34,
     respectively,  to  the  Registrant's  Form  10-KSB  on  March 31, 2005, and
     incorporated herein by reference.
(19) Filed  as  Exhibit  16.2  to  the  Registrant's Form 8-K on March 28, 2005,
     and incorporated herein by reference.
(20) Filed  as  Exhibits  4.5,  10.43  and  10.44,  respectively  to  the
     Registrant's  Form  10-QSB  on  May  23,  2005,  and incorporated herein by
     reference.
(21) Filed  as  Exhibits  10.45,  10.46,  10.47,  10.48,  10.49,  10.50,  10.51,
     10.52,  10.53,  10.60,  10.61,  10.62, 10.63 and 23.1, respectively, to the
     Registrant's  Form  SB-2  on  June  30,  2005,  and  incorporated herein by
     reference.
(22) To  be  filed  as  Exhibits  10.54,  10.55,  10.56, 10.57, 10.58 and 10.59,
respectively, to  the  Registrant's  Form  SB-2/A  in  the  next  few days. (23)
     Included  in  Exhibit 5.1 filed with the Registrant's Form SB-2 on June 30,
     2005, and incorporated herein by reference.


ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The audit and audit related fees billed for audit and review of the
Company's annual and quarterly financial statements were $21,000 and $42,500 for
the fiscal years ended December 31, 2004 and December 31, 2003, respectively.

AUDIT RELATED FEES

     Lopez was not paid any additional fees by the Company for the years ended
December 31, 2004 and 2003 for assurance and related services reasonably related
to the performance of the audit or review of the Company's financials
statements.

                                      -71-
<PAGE>

TAX FEES

Lopez was not paid any fees for the years ended December 31, 2004 and 2003 for
professional services rendered for tax compliance, tax advice and tax planning.

ALL OTHER FEES

The Company's principal independent accountants did not bill the Company for any
services other than the foregoing for the fiscal years ended December 31, 2004
and December 31, 2003.

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                AMERICAN LEISURE HOLDINGS, INC.

                                By:  /s/ Malcolm J. Wright
                                     --------------------------
                                Name:  Malcolm J. Wright
                                Title: Chief Executive Officer and
                                       Director
                                Date:  July 22, 2005

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.


SIGNATURE                               TITLE                          DATE
-------------------------  ----------------------------------      ------------
By: /s/ Malcolm J. Wright  Chief Executive Officer, President,
-------------------------  Secretary, Chief Financial Officer,     July 22, 2005
Malcolm J. Wright          and Director

By: /s/ L. William Chiles
-------------------------
L. William Chiles          Director                                July 22, 2005


By: /s/ James Leaderer
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James Leaderer             Director                                July 22, 2005

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