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

                                   FORM 10-KSB

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

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

         FOR THE TRANSITION PERIOD FROM ____________to ________________.


                        COMMISSION FILE NUMBER 333-48312

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

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

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

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

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

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

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirement for the past 90 days.

                                 YES [X] NO [ ]

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

     The  Registrant  had $24,082 in gross  revenues for the year ended December
31, 2002.

The  aggregate  market value of the  Registrant's  voting stock that was held by
non-affiliates  of the  Registrant on May 21, 2003 was  $1,327,796  based on the
average bid and asked  price of the  Registrant's  common  stock on such date as
reported on the Over the Counter Bulletin Board.


<PAGE>


As of May 21, 2003, there were 6,638,983 shares of the registrant's common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:



TABLE OF CONTENTS


                                     PART I

Item 1. Description of Business..............................................  4

Item 2. Description of Property.............................................. 17

Item 3. Legal Proceedings.................................................... 18

Item 4. Submission of Matters to a Vote of Security Holders.................. 18

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters............. 18

Item 6. Management's Discussion and Analysis of Financial Condition
            and Results of Operations........................................ 23

Item 7. Financial Statements and supplementary data.......................... 28

Item 8. Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure......................................... 28

                          PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act................ 29
Item 10. Executive Compensation.............................................. 29

Item 11. Security Ownership of Certain Beneficial Owners and
              Management..................................................... 29

Item 12. Certain Relationships and Related Transactions...................... 30

Item 13. Controls and Procedures............................................. 30

Item 14. Exhibits and Reports on Form 8-K.................................... 30

SIGNATURES................................................................... 31

Financial Statements ........................................................F-1





                                                                               2
<PAGE>


PART I
FORWARD-LOOKING STATEMENTS

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

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

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

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


                                                                               3
<PAGE>

forward-looking statements contained in any document, we claim the protection of
the  safe  harbor  for  forward-looking  statements  contained  in  the  Private
Securities Litigation Reform Act of 1995.

ITEM 1            DESCRIPTION OF BUSINESS

References  in this report to "we" and "our" are to American  Leisure  Holdings,
Inc.  (herein  after  referred to as "AMLH" and its  wholly-owned  subsidiaries,
American Leisure,  Inc., American Professional  Management Group, Inc., Sunstone
Golf Resort,  Inc.,  American  Leisure  Marketing & Technology,  Inc.,  American
Travel & Marketing  Group,  Inc.,  American  Leisure Homes,  Inc.,  Florida Golf
Group,  Inc.,  I-Drive Limos Inc.,  Orlando Holidays,  Inc., Welcome to Orlando,
Inc., Pool Homes Managers, Inc., Leisureshare International Ltd and Leisureshare
International  Espanola S.A. , which collectively may also be referred to herein
as the "Company".

We were  incorporated  in Nevada on June 13,  2000.  And  operated  the  website
http//:www.freewillpc.com.  We  were  a  web-based  retailer  of  built-to-order
personal computers and brand name related peripherals, software, accessories and
networking  products.  We also offered  computer  consulting  and design,  which
enabled us to sell more built to order  systems.  Our primary  target  customers
were  individual end users (IEU),  home based  business (HBB) owners,  and small
business  owners  (SBO).  Through an  interactive  web site,  customers  had the
ability to browse the  products  offered by Freewill PC and order.  We offered a
broad selection of approximately  15,000 products targeted for business/home use
at competitive  prices.  When that business proved to be too competitive for our
resources,  on June  14,  2002,  we  entered  into a  Merger  Agreement  (Merger
Agreement) with American Leisure Corporation  (formerly know as American Leisure
Holdings,   Inc.)  and  its  subsidiaries   (American  Leisure,  Inc.,  American
Professional Management Group, Inc., Sunstone Golf Resort, Inc. and Leisureshare
International  Ltd.).  and as  consideration,  issued 4,819,665 shares of common
stock and 880,000 shares of Series A Preferred  Stock.  Also, in connection with
the Registrant's  acquisition of American Leisure Corporation,  Vyrtex Limited a
UK  company,  which  had  acquired  3,830,000  shares  of  Common  Stock  of the
Registrant,  surrendered 3,791,700 shares of Common Stock, as required under the
terms of the  acquisition of American  Leisure  Corporation.  Though FWC was the
legal surviving entity, the merger was treated as an acquisition of Freewill and
a  recapitalization  of American  Leisure.  American  Leisure is the  accounting
acquirer  and  the  results  of its  operations  carry  over.  Accordingly,  the
operations  of Freewill  are not carried over and are adjusted to $0. On July 9,
2002, FWC changed its name to American Leisure Holdings, Inc.

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

       own and operate vacation hotel/resort properties,
       build large travel club  membership  bases  through  various  travel club
     programs,
       build a large membership base for our vacation and travel clubs, and
       promote our vacation  resort assets and sell travel services and vacation
     ownership to those club members and other corporate and vacation travelers.







                                                                               4
<PAGE>

Principal Operating Companies:-

American Leisure, Inc. ("ALI")
------------------------------

ALI will package  holidays and  vacations and sell these within the trade and to
the travel club membership bases.

Sunstone Golf Resort, Inc.  ("SGR")
-----------------------------------

SGR is currently in the final planning stage as a 976-unit vacation  destination
resort in Orlando,  Florida.  Development  is scheduled to commence in autumn of
2003 with the first vacation investment  properties estimated to be delivered in
the summer of 2004. It is expected that the horizontal  construction finance and
resort  amenities  will be funded  via a  Community  Development  District  Bond
placement. AMLH intends to provide development, guarantees and financing support
for the  development  of the  resort  so that it will  become  one of many  fine
vacation destinations to be owned by AMLH.

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

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

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

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

ALMT has acquired the assets of a sophisticated, state of the art communications
center.  The  communications  center  facilities  are  as up to  date  as can be
imagined,  with all technology linked to the Internet.  This allows the Customer
Service  representative  to respond to the  individual  consumer with  accuracy,
speed and  knowledge,  thus  providing  the consumer with relevant and immediate
information  that is current at all times.  This  technological  capacity allows
American  Leisure  Marketing  &  Technology,  Inc.  to market the  products  and
services of HTS (HTS Holdings,  Inc) ALI, AMLH, and American Travel & Marketing,
as well as for third parties,  in a cost effective,  all encompassing  way. This
resource will be offered to the 3,000 HTS affiliated travel agencies,  providing
an unsurpassed  service to the hundreds of major HTS corporate clients,  in real
time telephony and web based applications via the upgrade of the equipment to IP
technology.

In July  2002,  the  Company  entered  into a option to  acquire  a  controlling
interest of HTS  Holdings,  Inc.  (HTS),  the parent to, among other  companies,
Hickory Travel Services,  Inc. which will focus on the fulfillment of all of our
companies' travel needs. We anticipate  completing the acquisition in the Summer
of 2003.


                                                                               5
<PAGE>



Strategy

Our business model is based on four basic premises:

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

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

      Such resorts assets will likely include the following:

       Resort  properties  suitable for  conversion,  for use for vacation  club
ownership, such as suites, one bedroom and two bedroom units;
       Resort  properties  with  contiguous  vacant  land  suitable  for further
expansion;
       Resort  properties that have  consistently  sustained at least break-even
occupancy;
       For developable land- acreage suitable for hotel,  vacation resort and/or
vacation club development in prime locations with room for a substantial amenity
packages; and
       Locations  that have  appeal  throughout  the year  rather  than  limited
"seasonal" attraction.

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

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

Additional information.

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



                                                                               6
<PAGE>


Competition

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

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

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

Proprietary Rights and Licenses

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

            americanleisureholdings.com
            americanleisureinc.com
            americanleisureholdingsinc.com
            americanleisure.net
            americanlesiurehomes.com
            americantravelandmarketing.com
            americantravelclub.co.uk
            americantravelclub.net
            americantravelmarketing.com
            americanleisuremarketing.com
            americantravelmarketinggroup.com
            americanlesiuretravel.com
            americanleisuretravel.net
            americanlesiureresorts.com
            americanleisurevacations.com
            americanleisurecruises.com
            americanlesiurehotel.com
            americanleisureholidays.com
            affinitytravelclub.com
            affinity-travel.com
            affinitytravel.com
            clubtouristicola.com
            ladolcevitaclub.com
            enjoyyourtour.com
            almt.info
            almt.biz
            Sunstonegolfresort.com


                                                                               7
<PAGE>


We currently do not have any United States patents.

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

Government Regulations

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

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

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

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

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


                                                                               8
<PAGE>


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

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

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

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

Employees

As of December 31, 2002, we had approximately nine full time employees including
the  President,  and no leased service  representatives.  Our employee costs are
categorized  as payroll.  We believe that our  relations  with our employees are
good.  None of our  employees  are  represented  by a labor union or  collective
bargaining agreement, and we have never experienced a work stoppage.

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

Malcolm J. Wright  (President and COO) was formerly a partner at Kingston Smith,
a prominent London-based  accounting firm, from 1977-1988. He served as Chairman
and  Managing  Dir. of Zurich  Group,  a London  stock  exchange  company,  from
1985-1989. For a number of years, Malcolm worked as the driving force behind the
AMLH business  model and bringing  together the companies that were rolled up to
create American Leisure Holdings, Inc.

Gillian M. Wright, Director of American Leisure Holding, Inc., has been involved
in corporate travel and residential real estate development.

                                                                               9
<PAGE>


Risk Factors

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

Risks Relating to AMLH Common Stock

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

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

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

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

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

AMLH's  articles of  incorporation  authorize  its board of  directors  to issue
"blank  check"  preferred  stock,  the  relative  rights,  powers,  preferences,
limitations, and restrictions of which may be fixed or altered from time to time
by the  board  of  directors  or the  majority  of the  preferred  stockholders.
Accordingly,  the board of directors may, without  shareholder  approval,  issue
preferred stock with dividend, liquidation,  conversion, voting, or other rights
that could adversely  affect the voting power and other rights of the holders of
common   stock.   The   preferred   stock  could  be  utilized,   under  certain
circumstances, as a method of discouraging,  delaying, or preventing a change in
ownership and management of the company that shareholders  might not consider to
be in their best interests.

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

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

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

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


                                                                              10
<PAGE>

have the effect of delaying,  deferring, or preventing a change in ownership and
management  of AMLH,  even when a change would be in the best  interest of other
shareholders.

Risks Relating to the Travel Business

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

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

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

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

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

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

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

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

Potential declines or disruptions in the travel industry include:

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



                                                                              11
<PAGE>


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

Other Risk Factors

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

     -    issue additional stock that would further dilute current shareholders'
          percentage ownership;
     -    incur debt;
     -    assume unknown or contingent liabilities; or
     -    experience   negative  effects  on  reported   operating   resultsfrom
          acquisition-related  charges and amortization of acquired  technology,
          goodwill and other intangibles.

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

     -    potential loss of key employees of acquired organizations;
     -    problems integrating the acquired business,  including its information
          systems and personnel;
     -    unanticipated costs that may harm operating results;
     -    diversion of management's attention from business concerns;
     -    adverse effects on existing business relationships with customers; and
     -    risks associated with entering an industry in which the companies have
          no or limited prior experience.

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

     -    attract additional travel suppliers and consumers to its services;
     -    maintain and enhance its brand;
     -    expand its  service  offerings;  - operate,  expand  and  develop  its
          operations and systems efficiently;
     -    maintain adequate control of its expenses; - raise additional capital;
     -    attract and retain  qualified  personnel;  - respond to  technological
          changes; and

Other Risks Relating to the Business of AMLH

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

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



                                                                              12
<PAGE>


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

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

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

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

Recent Developments - Summary

     o    Reverse  Merger on June 14, 2002 with  American  Leisure  Corporation,
          Inc.
     o    Acquisition of $250,000 of call center equipment in July 2002
     o    Acquisition of $2,850,000 of call center equipment in January 2003
     o    Acquisition of Panther Access in February 2003 and cancellation of the
          acquisition agreement on May 22, 2003.
     o    Refinancing of Sunstone's land in March 2003 for $6,000,000.

Recent Significant Accounting Pronouncements

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

Factors That May Affect Future Operating Results

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




                                                                              13
<PAGE>


Limited Operating History ~ Continuing Operating Losses

We have a very limited history of operations.  Since AMLH's  inception,  we have
engaged  primarily in the development of  vacation/resort  properties,  building
travel club membership bases, and recently, the designing,  developing, building
and implementing the technology in the primary business center,  and assembly of
our management  team. We have incurred net operating losses since our inception.
At December, 31 2002, we have an accumulated deficit of approximately  $611,490.
Such losses have  resulted  primarily  from costs  associated  with  general and
administrative costs associated with our operations.

Uncertainty of Future Profitability

We have incurred  losses since our inception and continue to require  additional
capital to fund  operations  and capacity  and  facilities  upgrades.  Our fixed
commitments,  including salaries and fees for current employees and consultants,
equipment rental,  and other contractual  commitments,  are substantial and will
increase if additional  agreements are entered into and additional personnel are
retained.  We do not expect to  generate a  positive  internal  cash flow for at
least 6 months,  due to expected  increases in working capital needs and ongoing
start up losses.  We intend to generate the necessary capital to operate for the
next  twelve  months by  achieving  break-even  cash flow  from  operations  and
subsequent  profitability,  selling  equity  and/or  debt  securities  and/or  a
sale-lease back transactions of our equipment.  The Company believes that such a
transaction,  if completed,  would  generate a substantial  portion of the funds
required.  Unless we are  successful in our efforts to achieve  break-even  cash
flow and subsequent  profitability and raise capital through sales of securities
and/or  entering into a sale-lease  back  transaction,  we believe we may not be
able to continue  operations for the next twelve months. We have put a plan into
effect to achieve profitability late in the fiscal year 2003; however, there can
be no assurances that the Company will be able to successfully achieve the plan.

Going Concern Considerations

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

Uncertain Ability to Meet Capital Needs

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

Reliance on a Few Major Clients

We will focus our marketing efforts on developing  long-term  relationships with
companies in our targeted travel and vacation resort industry.  As a result,  we
will derive a substantial  portion of our revenues from  relatively few clients.
There can be no  assurances  that we will not  continue to be dependent on a few
significant  clients,  that we will be able to retain  those  clients,  that the



                                                                              14
<PAGE>

volumes  of  profit  margins  will  not be  reduced  or that we would be able to
replace such clients or programs  with  similar  clients or programs  that would
generate a comparable  profit margin.  Consequently,  the loss of one or more of
those clients could have a material  adverse effect on our business,  results of
operations or financial condition.

Economic Downturn

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

Our Contracts

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

Cost and Price Increases

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

Changing Technology

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

Key Personnel

Continued growth and profitability  will depend upon our ability to maintain our
leadership  infrastructure  by recruiting and retaining  qualified,  experienced
executive personnel.  On July 9, 2002 we appointed Mr. Wright as President and a


                                                                              15
<PAGE>

Director of the Company and Mr. Chiles as Chief  Executive  Officer and Chairman
of the Board of  Directors  and a Director of the  Company.  Competition  in our
industry for  executive-level  personnel is fierce and there can be no assurance
that we will be able to hire,  motivate and retain  highly  effective  executive
employees, or that we can do so on economically feasible terms.

Labor Forces

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

Competitive Market

We  believe  that the  market  in which we  operate  is  fragmented  and  highly
competitive  and that  competition  is likely to  intensify  in the  future.  We
compete  with small firms  offering  specific  applications,  divisions of large
entities,  large  independent  firms and the in-house  operations  of clients or
potential  clients.  A  number  of  competitors  have  or  may  develop  greater
capabilities  and resources than us.  Similarly,  there can be no assurance that
additional competitors with greater resources than us will not enter our market.
In addition, competitive pressures from current or future competitors also could
cause our  services to lose market  acceptance  or result in  significant  price
erosion,  which could have a material adverse effect upon our business,  results
of operations or financial condition.

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

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

Business Interruption

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



                                                                              16
<PAGE>


Varying Quarterly Results

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

Penny Stock Regulations and Restrictions

The  Securities  and  Exchange   Commission  (SEC  or  Commission)  has  adopted
regulations,  which generally  define penny stocks to be an equity security that
has a market  price less than $5.00 per share or an exercise  price of less than
$5.00 per share,  subject to certain  exemptions.  As of December 31, 2002,  the
closing price of our common stock was less than $5.00 per share and therefore is
a "penny stock" pursuant to the rules under the Securities Exchange Act of 1934,
as  amended.  Such  designation  requires  any  broker  or dealer  selling  such
securities to disclose certain information concerning the transactions, obtain a
written  agreement  from the  purchaser,  and  determine  that the  purchaser is
reasonably  suitable to purchase such  securities.  These rules may restrict the
ability of brokers and dealers to sell our common stock and may adversely affect
the ability of investors to sell their shares.

Possible Volatility of Stock Price

The  price of our  common  stock  has  fluctuated  substantially  since it began
trading on the Over-the-Counter  Bulletin Board (OTCBB). The market price of the
shares of common stock is likely to continue to be highly volatile. Factors such
as a number of our issued and outstanding shares becoming subject to Rule 144 in
June 2003,  terms of any  equity  and/or  debt  financing,  fluctuations  in our
operating results and market  conditions could have a significant  impact on the
future price of our common stock and could have a depressive  effect on the then
market price of the common stock.

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

ITEM 2.           Description of Property

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

Our  Tamarac  facility  is  approximately  17,000  square  feet and  houses  our
corporate headquarters and our contact center with 110 workstations dedicated to
our outbound and inbound voice  technologies  as well as our on-line  e-commerce
solutions.  This  facility was  constructed  for and is planned to be our 24 x 7
contact  center and began to operate on May 19, 2003.  It can be expanded to 410
workstations.  This facility is leased  pursuant to a five-year  operating lease
commencing  December  1, 2002 and  terminating  November  30,  2007.  The annual
obligation during the first year will be approximately $180,000 and is scheduled
to increase 5% per annum over the term of the lease.



                                                                              17
<PAGE>


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

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

ITEM 3            LEGAL PROCEEDINGS

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

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


ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters for a vote to the security holders during
2002.


PART II.

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


April 15, 2003, AMLH had 326 holders of record of common stock.

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





                                                                              18
<PAGE>



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

                                                High                Low
                                                ----                ----
                   Fiscal Year 2001
                   ----------------
                   First Quarter                no quotation
                   Second Quarter               no quotation
                   Third Quarter                no quotation
                   Fourth Quarter               no quotation

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

On April 21, 2003, the closing trading price for AMLH's common stock as reported
by the OTCBB was $0.20

During  the  fiscal  year ended  December  31,  2002,  AMLH  created  10,000,000
Preferred shares that could be split into different classes of shares.  AMLH has
created three new series of its preferred  stock and issued shares of Series A &
B in 2002 and Series C of these Series of shares in 2003. The following  summary
describes  the rights and  preferences  of these Series of preferred  stock,  as
compared to AMLH's common stock and to each other Series of preferred stock. For
the full details of the rights and designations of each class of Preferred Stock
the investor is advised to read the  appropriate  8K or the  attachments to this
10K which gives full disclosure.

Series A Preferred Stock.
-------------------------

AMLH has designated  1,000,000  shares of Series A convertible  preferred stock,
par value $0.01 per share.  As of December 31, 2002,  880,000 shares of Series A
preferred stock were issued and outstanding.

Ranking.  The Series A preferred  stock ranks  senior to the common  stock as to
dividends and liquidation preference.

Dividends.  If declared by the board of  directors  of AMLH,  dividends  on each
share of the Series A preferred stock will be paid annually at an annual rate of
12% of the  liquidation  preference  per  share.  Dividends  will be  payable in
preference  and priority to any payment of any cash  dividend on Common Stock or
any other  shares of capital  stock of the  Company  junior in  priority  to the
Series A  Preferred  Stock (such  Common  Stock and other  inferior  stock being
collectively referred to as "Junior Stock"), Any unpaid dividends accrue and are
cumulative.

Liquidation  Preference.  Upon  liquidation,  dissolution or winding up of AMLH,
before  payment of any amount  due to any Junior  Stock,  each share of Series A
preferred  stock  will  be  entitled  to be paid  out of  assets  available  for
distribution $10 per share plus all accrued unpaid dividends, calculated through
the date of liquidation.

Voting  Rights.  Each holder of outstanding  shares of Series A Preferred  Stock
shall be entitled to the number of votes equal to the number of whole  shares of
Common  Stock  into which the  shares of Series A  Preferred  Stock held by such
holder  are  convertible  (as  adjusted  from time to time) at each  meeting  of
stockholders  of the Company (and  written  actions of  stockholders  in lieu of
meetings) with respect to any and all matters  presented to the  stockholders of


                                                                              19
<PAGE>

the Company for their action or consideration.  Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series A,
or by the provisions  establishing any other series of Preferred Stock,  holders
of Series A Preferred  Stock and of any other  outstanding  Series of  Preferred
Stock shall vote together with the holders of Common Stock as a single class.

Redemption. AMLH has the right to redeem all or part of the outstanding Series A
preferred  stock at any time  after  five  years  from  the date of  issue.  The
redemption  price  per  share  will be $10 per  share  plus all  accrued  unpaid
dividends, calculated through the date of redemption.

Conversion.  Each share of Series A Preferred Stock shall be 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 "Conversion  Rate").
Such initial Conversion Rate, and the rate at which shares of Series A Preferred
Stock may be  converted  into  shares  of  Common  Stock,  shall be  subject  to
adjustment as provided below. In the event of a liquidation of the Company,  the
Conversion Rights shall terminate at the close of business on the first full day
preceding  the date  fixed  for the  payment  of any  amounts  distributable  on
liquidation to the holders of Series A Preferred Stock.

Adjustment  for Common  Stock Price Below  $1.00.  In the event that the average
Market Price of the Common Stock for any thirty (30) consecutive Trading Days is
below $1.00 and the Market Price of the Common Stock remains below $1.00 through
the Trading Day  immediately  prior to the Conversion  Date, then the Conversion
Rate shall be the lower of (i) the  Liquidation  Value  divided  by the  average
Market  Price of the  Common  Stock for the ten (10)  consecutive  Trading  Days
immediately  prior to the  Conversion  Date,  and (ii) the  Conversion  Price as
determined  under Section 4, excluding  this Section 4(k) of the  certificate of
Designation of the Series A stock.

No  fractional  shares of Common  Stock shall be issued upon  conversion  of the
Series A Preferred  Stock. In lieu of fractional  shares,  the Company shall pay
cash equal to such fraction  multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.

Series B Preferred Stock
------------------------

AMLH has designated  100,000 shares of Series B preferred stock, par value $0.01
per share.  As of December  31, 2002,  2,500 shares of Series B preferred  stock
were issued and outstanding.

Ranking.  The Series B Preferred  Stock ranks  senior to the common  stock as to
dividends  and  liquidation  preference  but after and subject to the payment in
full of all amounts required to be distributed to the holders of any other class
or series of stock of the Company  ranking on  liquidation or dividend prior and
in  preference  to the Series B  Preferred  Stock  (collectively  referred to as
"Senior Preferred  Stock"),  but before any payment shall be made to the holders
of Junior Stock by reason of their ownership thereof,

Dividends.  Dividends on the Series B preferred  stock, if declared by the board
of  directors  of  AMLH,  will  be paid  annually  at an  annual  rate of 12% of
liquidation  preference  per share.  Dividends will be payable in preference and
priority to any payment of any cash dividend on Common Stock or any other shares
of capital  stock of the  Company  junior in  priority to the Series B Preferred
Stock (such Common Stock and other inferior stock being collectively referred to
as "Junior Stock"), Any unpaid dividends accrue and are cumulative.

Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH, and
after  payment of any amount due to any Series A or C Preferred  Stock holder of
AMLH, but before any Junior Stock holder, each share of Series B preferred stock
will be entitled to be paid out of the assets available for  distribution,  $100
per share,  plus all accrued  unpaid  dividends  calculated  through the date of
liquidation.



                                                                              20
<PAGE>


Voting  Rights.  Each holder of outstanding  shares of Series B Preferred  Stock
shall be entitled to the number of votes equal to the number of whole  shares of
Common  Stock  into which the  shares of Series B  Preferred  Stock held by such
holder  are  convertible  (as  adjusted  from time to time) at each  meeting  of
stockholders  of the Company (and  written  actions of  stockholders  in lieu of
meetings) with respect to any and all matters  presented to the  stockholders of
the Company for their action or consideration.  Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series B,
or by the provisions  establishing any other series of Preferred Stock,  Holders
of Series B Preferred  Stock and of any other  outstanding  series of  Preferred
Stock shall vote together with the holders of Common Stock as a single class.

Redemption. AMLH has the right to redeem all or part of the outstanding Series B
preferred stock at any time after five years from the date of issue.  The Series
B preferred stock will be redeemed at a price per share equal to $100 per share,
plus all accrued unpaid dividends, calculated through the date of redemption.

Conversion.  Each share of Series B Preferred Stock shall be convertible, at the
option  of the  holder  thereof,  at one  time,  into  such  number  of paid and
non-assessable  shares of Common Stock (the  "Conversion  Rate")  calculated  by
dividing the Liquidation  Value by the Market Price (as defined herein) but such
Conversion  Rate shall not be greater  than  twenty  (20) (the "High  Conversion
Rate") and not less than twelve and one-half (12.5) (the Low Conversion  rate").
The term "Market  Price" shall mean,  with respect to a share of Common Stock on
any date,  either: (1) if there shall not then be a public market for the Common
Stock,  the fair market  value per share of Common  Stock as  determined  by the
Board of Directors in good faith  exercising  its  fiduciary  duties;  or (2) if
there  shall then be a public  market for the Common  Stock,  the average of the
Daily Market Prices (as defined below) for the ten (10) consecutive Trading Days
immediately prior to the Conversion Date.

No  fractional  shares of Common  Stock shall be issued upon  conversion  of the
Series B Preferred  Stock. In lieu of fractional  shares,  the Company shall pay
cash equal to such fraction  multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.

Mandatory  Conversion.   Each  share  of  Series  B  Preferred  Stock  shall  be
automatically  converted into such number of paid and  non-assessable  shares of
Common  Stock on the date six (6) months after the Company has listed its Common
Stock for trading on the American  Stock  Exchange  (the  "Automatic  Conversion
Date") at the Conversion Rate determined on the Automatic Conversion Date.

Series C Preferred Stock
------------------------

AMLH has designated  28,000 shares of Series C convertible  preferred stock, par
value $0.01 per share.  No shares of Series C convertible  preferred  stock were
outstanding on December 31, 2002.  27,189 of these shares were issued on January
29, 2003.

Ranking.  The Series C  Preferred  Stock ranks on parity with Series A Preferred
Stock and senior to common stock and any other series of preferred  stock except
Series A as to dividends and liquidation preference.

Dividends.  If declared by the board of  directors  of AMLH,  dividends  on each
share of the Series C preferred stock will be paid annually at an annual rate of
4% of the  liquidation  preference  per  share.  Dividends  will be  payable  in
preference  and priority to any payment of any cash  dividend on Common Stock or
any other  shares of capital  stock of the  Company  junior in  priority  to the
Series C  Preferred  Stock (such  Common  Stock and other  inferior  stock being
collectively  referred to as "Junior  Stock"),  Any unpaid dividends will accrue
and are cumulative.

Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH, and
before  payment of any amount  due to any Junior  Stock,  each share of Series C
preferred  stock  will  be  entitled  to be paid  out of  assets  available  for


                                                                              21
<PAGE>

distribution $100, plus all accrued unpaid dividends calculated through the date
of liquidation.

Voting  Rights.  Each holder of outstanding  shares of Series C Preferred  Stock
shall be entitled to the number of votes equal to the number of whole  shares of
Common  Stock  into which the  shares of Series C  Preferred  Stock held by such
holder  are  convertible  (as  adjusted  from time to time) at each  meeting  of
stockholders  of the Company (and  written  actions of  stockholders  in lieu of
meetings) with respect to any and all matters  presented to the  stockholders of
the Company for their action or consideration.  Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series C,
or by the provisions  establishing any other series of Preferred Stock,  holders
of Series C Preferred  Stock and of any other  outstanding  series of  Preferred
Stock shall vote together with the holders of Common Stock as a single class.

Redemption.  If, on or after the date five (5) years  after the  Original  Issue
Date,  any shares of Series C  Preferred  Stock shall be then  outstanding,  the
Company shall have the right to redeem (unless  otherwise  prevented by law) all
(but not less than all) such outstanding  shares at an amount per share equal to
the Liquidation Value plus an amount equal to accrued but unpaid  dividends,  if
any, to the date of redemption on such share.

Mandatory Redemption. If, on or after the date five (5) years after the Original
Issue Date,  any shares of Series C Preferred  Stock shall be then  outstanding,
one or more holders of the  then-outstanding  shares of Series C Preferred Stock
("Electing  Holders")  shall have the right to require the Company to redeem all
(but not less than all) such outstanding  shares held by such holder;  provided,
however,  that in the event  that less than 4,770  shares of Series C  Preferred
Stock shall have been converted into Common Stock prior to the date that is five
(5) years from the Original Issue Date that such right to require the redemption
of the Series C  Preferred  Stock  shall arise on and after the date that is six
(6) years from the Original Issue Date.

Conversion.  Each share of Series C Preferred Stock shall be convertible, at the
option of the holder thereof, in amounts of not less than 1000 share increments,
into  such  number  of paid and  non-assessable  shares  of  Common  Stock  (the
"Conversion  Rate")  calculated by dividing the Liquidation  Value by the Market
Price but such  Conversion Rate shall not be greater than twenty (20) (the "High
Conversion  Rate")  and not less  than  twelve  and  one-half  (12.5)  (the "Low
Conversion  Rate").  The term "Market Price" shall mean, with respect to a share
of Common  Stock on any date,  either:  (1) if there  shall not then be a public
market for the Common Stock,  the fair market value per share of Common Stock as
determined  by the Board of Directors  in good faith  exercising  its  fiduciary
duties;  or (2) if there shall then be a public market for the Common Stock, the
average  of the  Daily  Market  Prices  (as  defined  below)  for the  ten  (10)
consecutive Trading Days immediately prior to the Conversion Date.

No  fractional  shares of Common  Stock shall be issued upon  conversion  of the
Series C Preferred  Stock. In lieu of fractional  shares,  the Company shall pay
cash equal to such fraction  multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.

Dividends

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






                                                                              22
<PAGE>

Issuance of Unregistered Securities

The following  table and discussion  contains  details of the prior issuances of
unregistered securities of AMLH the fiscal year ended December 31, 2002:

                      Number of        Number of Shares       Number of Shares
                      Shares of        of Series A            of Series B
Date of Issue       Common Stock        Preferred Stock       Preferred Stock
-------------       ------------       ----------------       -----------------

June 14,2002         4,819,665              880,000

August 9, 2002                                                   2,500

     a.   Market Information.

The stock  traded in the $0.30 to $0.40 range up to May 9, 2002.  From that date
to  December  31,  2002 it reached a high of $3.75 on May 17,  2002 and a low of
$0.10 on December 17, 2002

     b.   Holders.

There are approximately 326 shareholders.

     c.   Dividends

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

     d.   Warrants

Registrant has no warrants outstanding.


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

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

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

The Company  desires to take  advantage of the "safe  harbor"  provisions of the
Private  Securities  Reform Act of 1995 (the "Act") and is making the  following
statements pursuant to the Act to do so. Certain statements herein and elsewhere
in this report and the Company's  other filings with the Securities and Exchange
Commission constitute "forward-looking statements" within the meaning of Section


                                                                              23
<PAGE>

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

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

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

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

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

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

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



                                                                              24
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                                              25
<PAGE>

General

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

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

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

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

Strategy

Our business model is based on four basic premises:

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

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

      Such resorts assets will likely include the following:

     o    Resort properties  suitable for conversion,  for use for vacation club
          ownership, such as suites, one bedroom and two bedroom units;
     o    Resort  properties  with  contiguous  vacant land suitable for further
          expansion;
     o    Resort properties that have consistently sustained at least break-even
          occupancy;
     o    For  developable  land- acreage  suitable for hotel,  vacation  resort
          and/or  vacation club  development in prime  locations with room for a
          substantial amenity packages; and
     o    Locations  that have appeal  throughout  the year rather than  limited
          "seasonal" attraction.

Vacation Ownership.
We intend to market vacation assets and vacation club memberships to the general
public. The membership bases of our vacation and travel clubs and guests staying
at our resort assets will likely  provide an ongoing source of prospects for our
vacation  assets and vacation club membership  sales.  Revenues from the sale of


                                                                              26
<PAGE>

vacation  assets and vacation club  memberships  is expected to be a substantial
component in our ability to  capitalize  the front end of  developments  and the
equity requirement for resort acquisitions.

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

Cash Flow Requirements
We  will  require   substantial  capital  to  adequately  finance  our  proposed
acquisitions, meet our obligations under our business model, and provide for our
working capital.  We anticipate that we will require  approximately $9.5 million
over the next twelve months to fully implement our business model. We anticipate
that we will use such funds as follows:

         Program Development and Implementation Costs          $ 5,500,000
         Payoff Debt                                           $ 2,000,000
         Working Capital                                       $ 2,000,000

LIQUIDITY

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

CAPITAL RESOURCES

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

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

Additionally,  the Company refinanced its' Orlando property in March of 2003 and
repaid loans that it had borrowed since February 2000 at high rates of interest.
It  obtained a  $6,000,000  loan that the  Company  believes  will  enable it to
further develop the property by finalizing its revised planning, engineering and
permitting for an increase from 799 to 976 vacation properties.

The  Company  has  obtained  strong  interest  to fund up to  $5,000,000  from a
financial  institution.  The  Company has certain  operational  requirements  to
receive a firm commitment  from the  institution  over the next ninety days. The
Company  believes  that with the recent  opening of its call  center in Tamarac,
South  Florida,  that it will achieve the  required  operational  parameters  to
transform the strong interest into a funding commitment.

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



                                                                              27
<PAGE>


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

OPERATIONS

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

The Company recently opened up its' call center in Tamarac, South Florida, which
it believes  after ninety days will be a profitable  operation  and will provide
the required cash flow to fund its own expansion and operations. However, due to
the nature of the industry the Company is currently operating in, the management
cannot predict that it will necessarily  achieve the level of operations  needed
to provide the cash flow it requires to expand its operations.

Until the capital is obtained  to enter into its  planned  operations  discussed
above, the Company will need additional capital.

ITEM 3.           CONTROLS AND PROCEDURES

Based on the  evaluation  by Mr.  Wright,  the chief  financial  officer  of the
company,  the effectiveness of the company's  disclosure controls and procedures
conducted  as of a date  within  90 days of the  filing  date of this  quarterly
report,  Mr. Wright concluded that, as of the evaluation date, (i) there were no
significant  deficiencies  or material  weaknesses of the  company's  disclosure
controls and procedures,  (ii) there were no significant changes in the internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the evaluation date, and (iii) no corrective actions were required
to be taken.

SUMMARY OF 2002

Our accomplishments in 2002 are detailed in Section 1 above.

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

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


ITEM 7            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Certified Public Accountant is attached hereto.


ITEM 8            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES

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

                                                                              28
<PAGE>


PART III.

ITEM 9            DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The following persons serve as directors and officers of Registrant:

Malcolm J Wright,  President,  Secretary,  Chief Financial Officer and Director.
Served  since July 2002 and  expires at the next  annual  meeting.  Malcolm  was
formerly a partner at Kingston Smith, a prominent London-based  accounting firm,
from 1977-1988.  He served as Chairman and Managing Director. of Zurich Group, a
London stock exchange company,  from 1985-1989.  For a number of years,  Malcolm
worked as the driving force behind the AMLH business model and bringing together
the companies that were rolled up to create American Leisure Holdings, Inc.

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

Gillian M. Wright, Director of American Leisure Holding, Inc., has been involved
in  corporate  travel and  residential  real estate  development  and has helped
Malcolm J. Wright, her husband, to bring together the roll up companies.

James Leaderer. Director of American Leisure Holdings, Inc.

ITEM 10           EXECUTIVE COMPENSATION

The Company has accrued $250,000  compensation to Malcolm Wright in the calendar
year 2002.  The Company has no  retirement  or stock  option or bonus plan.  The
Company accrued directors  compensation to L William Chiles and Gillian M Wright
of $9,000 each.

ITEM 11           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

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

Title of       Name and address                 Amount of shares    % of class
Securities     of owner                              owned
--------------------------------------------------------------------------------
Common         Malcolm J Wright                    845,733              12.96%
Preferred      2701 Spivey Lane                     55,000               6.25%
               Orlando, FL 32837
Common         Gillian Wright
               As above                            230,000               3.52%
Common         Wright Family                       895,080              13.72%
Preferred      Silver Birches, Boughton Hall Ave   305,000              34.65%
               Send, Woking, Surrey. UK
Common         Roger Maddock                     2,287,616              35.06%
Preferred      Roseville, St Aubins Village        505,000              57.38%
               St Brelade, Jersey, CI.
--------------------------------------------------------------------------------



                                                                              29
<PAGE>

Common         All Officers, Directors &         4,258,429              65.26%
Preferred    Beneficial Holders as a Group         865,000              98.29%

ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company had no transactions with related persons in 2002 except as described
in the footnotes to the financial statements.

ITEM 13           CONTROLS AND PROCEDURES.

(a)  Evaluation  of  Disclosure  Controls and  Procedures.  Our Chief  Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of our
disclosure  controls and procedures (as such term is defined in Rules  13a-14(c)
and  15d-14(c)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act")) as of a date  within 90 days prior to the filing  date of this
annual report (the "Evaluation Date").  Based on such evaluation,  such officers
have  concluded  that, as of the Evaluation  Date,  our disclosure  controls and
procedures  are  effective  in  alerting  them on a  timely  basis  to  material
information  relating to our company  (including our consolidated  subsidiaries)
required to be included in our reports  filed or  submitted  under the  Exchange
Act. (b) Changes in Internal Controls. Since the Evaluation Date, there have not
been any significant  changes in our internal  controls or in other factors that
could significantly affect such controls.

PART IV.

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

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

         Included in Part II, Item 8 of this report:

         Report of Independent Public Accountant

         Balance Sheet as of December 31, 2002

         Statement of  Operations - Inception through  December 31, 2002

         Statement of Stockholders' Equity - Inception to December 31, 2002

         Statement of Cash Flows - Inception through  December 31, 2002

         Notes to the Financial Statements

         Code of Ethics

(b) The Company filed various reports on Form 8-K in 2002.

(c) The Company is filing exhibits.









                                                                              30
<PAGE>



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

                                  AMERICAN LEISURE HOLDINGS, INC.
                                  (Registrant)

Date: May 22, 2003                 By: /S/ MALCOLM J WRIGHT
                                   -------------------------------------------
                                   Malcolm J Wright,
                                   President and Chief Financial Officer

Date: May 22, 2003                 By: /S/ L. WILLIAM CHILES
                                   -------------------------------------------
                                   L. William Chiles, Chairman and Chief
                                   Executive Officer

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

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


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

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

CERTIFICATIONS

 I, L. William Chiles, certify that:
1. I have reviewed this annual report on Form 10-K of American Leisure Holdings,
Inc.;
2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;
3. Based on my knowledge, the financial statements,  and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods  presented in this annual report;
4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have: a) designed
such  disclosure  controls and  procedures to ensure that  material  information
relating to the registrant,  including its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this annual report is being prepared;  b) evaluated the  effectiveness  of
the registrant's  disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the "Evaluation  Date");  and c)
presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;
5.The registrant's other certifying officers and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):
a) all significant  deficiencies in the design or operation of internal controls


                                                                              31
<PAGE>

which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and
b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls;
6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 21, 2003
                                                  /s/  L. William Chiles
                                                  -----------------------
                                                       L. William Chiles
                                                       Chief Executive Officer



I, Malcolm J. Wright, certify that:
1. I have reviewed this annual report on Form 10-K of American Leisure Holdings,
Inc.;
2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;
3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;
b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):
a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and
b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls;
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant  changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 21, 2003
                                                    /S/  Malcolm J. Wright
                                                    -------------------------
                                                         Malcolm J. Wright
                                                         Chief Financial Officer



                                                                              32
<PAGE>


EXHIBIT 1
---------

                         AMERICAN LEISURE HOLDINGS, INC.

                                 CODE OF ETHICS
       FOR ALL SENIOR EXECUTIVE AND FINANCIAL OFFICERS EMPLOYED WITHIN THE
                      AMERICAN LEISURE GROUP OF COMPANIES

I. Purpose of Code of Ethics
----------------------------
The purpose of this Code of Ethics is: to promote the honest and ethical conduct
of our Senior Executive and Financial Officers (described below),  including the
ethical  handling of actual or apparent  conflicts of interest  between personal
and  professional  relationships;  to promote full, fair,  accurate,  timely and
understandable  disclosure in periodic  reports required to be filed by American
Leisure  Holdings,  Inc (the  "Company");  and to  promote  compliance  with all
applicable rules and regulations that apply to the Company and its officers.

II. Introduction
----------------
This Code of Ethics is  applicable  to the Company's  chief  executive  officer,
chief  financial  officer,  chief operating  officers,  general  counsel,  chief
administrative,  chief  accounting  officer  and  comptroller  (or  any  persons
performing  similar  functions,  together,  the "Senior  Executive and Financial
Officers").  References  in this Code of Ethics to the Company means the Company
or any of its subsidiaries.

While we expect  honest and ethical  conduct in all aspects of our business from
all of our employees,  we expect the highest possible honest and ethical conduct
from our Senior  Executive  and  Financial  Officers.  As a Senior  Executive or
Financial  Officer,  you are an example for other employees and we expect you to
foster a culture of  transparency,  integrity and honesty.  Compliance with this
Code is a condition to your employment and any violations of the Code may result
in  disciplinary  action,  up to and including  termination of your  employment.
Waivers of this Code may be made only by the Board or a Board committee and will
be disclosed in accordance with applicable law.

III. Conflicts of Interest
--------------------------
A conflict of interest occurs when your private interests  interfere,  or appear
to  interfere,  in any  way,  with  the  interests  of the  Company  as a whole.
Conflicts  of interest can also arise when you take action or you or a member of
your family have  interests  that may make it difficult  for you to perform your
duties to the Company effectively.

Although we cannot list every  conceivable  conflict,  following are some common
examples that illustrate actual or apparent conflicts of interest that should be
avoided:

Improper Personal Benefits from the Company
-------------------------------------------
Conflicts  of  interest  arise  when an officer or a member of his or her family
receives  improper  personal  benefits as a result of his or her position in the
Company.  You may not accept any  benefits  from the Company  that have not been
duly authorized and approved pursuant to Company policy and procedure, including
any Company loans or guarantees of your personal obligations.

Financial Interests in Other Businesses
---------------------------------------
You should avoid having an ownership  interest in any other  enterprise  if that
interest  compromises or appears to compromise your loyalty to the Company.  For
example, you may not own an interest in a company that competes with the Company
or that does business  with the Company  (such as a supplier)  unless you obtain
the written  approval of the General  Counsel  (or,  with respect to the General
Counsel,  approval  by the  Chief  Executive  Officer)  before  making  any such
investment.  However, it is not typically  considered,  and the Company does not
consider it, a conflict of interest (and therefore prior written approval is not


                                                                              33
<PAGE>

required) to make  investments  in  competitors,  clients or suppliers  that are
listed on a national or international  securities  exchange so long as the total
value of the investment is less than one percent (1%) of the  outstanding  stock
of the corporation  and the amount of the investment is not so significant  that
it would affect your business judgment on behalf of the Company.

Business Arrangements with the Company
--------------------------------------
Without the prior written  approval of the General  Counsel (or, with respect to
the General  Counsel,  approval  by the Chief  Executive  Officer),  you may not
participate in a joint venture,  partnership or other business  arrangement with
the Company.

Corporate Opportunities
-----------------------
If you  learn  of a  business  or  investment  opportunity  through  the  use of
corporate property or information or your position at the Company,  such as from
a  competitor  or actual or  potential  supplier  or business  associate  of the
Company  (including  a  principal,  officer,  director or employee of any of the
above),  you may not participate in the business or make the investment  without
the prior  written  approval of the General  Counsel  (or,  with  respect to the
General Counsel,  approval by the Chief Executive Officer).  Such an opportunity
should be  considered  an  investment  opportunity  for the Company in the first
instance.

Outside Employment or Activities With a Competitor
--------------------------------------------------
Simultaneous  employment  with or serving as a director of a  competitor  of the
Company is strictly  prohibited,  as is any activity that is intended to or that
you should reasonably expect to advance a competitor's  interests at the expense
of the  Company's  interests.  You  may  not  market  products  or  services  in
competition with the Company's current or potential business  activities.  It is
your  responsibility  to consult with the Chief  Executive  Officer to determine
whether a planned  activity  will  compete  with any of the  Company's  business
activities before you pursue the activity in question.

Outside Employment With a Supplier
----------------------------------
Without the prior written  approval of the General  Counsel (or, with respect to
the General Counsel,  approval by the Chief Executive Officer), you may not be a
supplier or be employed  by,  serve as a director of or  represent a supplier to
the Company. Without the prior written approval of the General Counsel (or, with
respect to the General Counsel,  approval by the Chief Executive  Officer),  you
may not accept money or benefits of any kind from a third party as  compensation
or payment for any advice or services that you may provide to a client, supplier
or anyone else in connection with its business with the Company.

Family Members Working In The Industry
--------------------------------------
If your spouse or significant  other,  your children,  parents,  or in-laws,  or
someone  else with whom you have a  familial  relationship  is a  competitor  or
supplier of Company or is employed by one, you must  disclose  the  situation to
the General  Counsel  (or,  with  respect to the General  Counsel,  to the Chief
Executive  Officer)  so that the Company may assess the nature and extent of any
concern  and  how  it  can  be  resolved.   You  must  carefully  guard  against
inadvertently  disclosing Company confidential information and being involved in
decisions on behalf of the Company that involve the other enterprise.

If you have  any  doubt as to  whether  or not  conduct  would be  considered  a
conflict of interest, please consult with the General Counsel.

IV. Accurate Periodic Reports and Other Public Communications
-------------------------------------------------------------
As you are aware, full, fair, accurate,  timely and understandable disclosure in
our periodic  reports filed with the SEC and in our other public  communications
is required  by SEC rules and is  essential  to our  continued  success.  Please
exercise  the highest  standard of care in  preparing  such  materials.  We have
established  the  following  guidelines  in order to ensure  the  quality of our
periodic reports.



                                                                              34
<PAGE>

All Company accounting  records, as well as reports produced from those records,
must be kept and  presented  in  accordance  with  the  laws of each  applicable
jurisdiction. All records must fairly and accurately reflect the transactions or
occurrences to which they relate. All records must fairly and accurately reflect
in reasonable detail the Company's assets, liabilities, revenues and expenses.
The  Company's  accounting  records must not contain any false or  intentionally
misleading  entries.  No transaction may be  intentionally  misclassified  as to
accounts, departments or accounting periods or in any other manner.
All  transactions  must be supported  by accurate  documentation  in  reasonable
detail and recorded in the proper account and in the proper  accounting  period.
No information  may be concealed from the internal  auditors or the  independent
auditors.  Compliance  with  Generally  Accepted  Accounting  Principles and the
Company's system of internal accounting controls is required at all times.

V. Compliance with Laws and Ethics Code
---------------------------------------
You are  expected  to comply  with both the letter and spirit of all  applicable
governmental  rules and  regulations  and this Code, and to report any suspected
violations of applicable  governmental rules and regulations or this Code to the
General  Counsel or the CEO. No one will be subject to retaliation  because of a
good faith report of a suspected violation. If you fail to comply with this Code
or any  applicable  laws or  regulations,  you may be  subject  to  disciplinary
measures, up to and including discharge.

No Rights Created
-----------------
This  Code is a  statement  of  certain  fundamental  principles,  policies  and
procedures that govern the Company's Senior Executive and Financial  Officers in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, customer, supplier,  competitor,  shareholder or any
other person or entity.


================================================================================

AMERICAN LEISURE HOLDINGS, INC. ACKNOWLEDGMENT FORM
---------------------------------------------------

I have  received and read the Code of Ethics for Senior  Executive and Financial
Officers,  and I  understand  its  contents.  I agree to comply  fully  with the
standards contained in the Code of Ethics and the Company's related policies and
procedures.  I  understand  that I have an  obligation  to report to the General
Counsel any suspected violations of the Code of Ethics.


 Name of Company

================================================================================
 Position                                     Printed Name

 Witness                                      Signature
================================================================================
 Printed Name


================================================================================
 Signature                                    Date






                                                                              35
<PAGE>

Exhibit 2
---------

Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes-Oxley Act of 2002

I, L. William Chiles, Chief Executive Officer of American Leisure Holdings, Inc.
(the "Company"),  certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:

          o the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003, as filed with the  Securities  and Exchange  Commission on
the date hereof (the "Report")  fully complies with the  requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          o the  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company for the periods presented therein.



Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes-Oxley Act of 2002

I, Malcolm J. Wright, Chief Financial Officer of American Leisure Holdings, Inc.
(the "Company"),  certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:

          o the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003, as filed with the  Securities  and Exchange  Commission on
the date hereof (the "Report")  fully complies with the  requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

          o the  information  contained in the Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company for the periods presented therein.












                                                                              36
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
American Leisure Holdings, Inc. and Subsidiaries
(A Development Stage Company)
Tamarac, Florida

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

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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, 2002, and
the  results of its  operations  and its cash flows for each of the period  from
June 14,  2002  (Inception)  through  December  31,  2002,  in  conformity  with
accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the  financial  statements,  the  Company's  recurring
losses from  operations and the need to raise  additional  financing in order to
satisfy its  vendors and other  creditors  and execute its  Business  Plan raise
substantial   doubt  about  its   ability  to  continue  as  a  going   concern.
(Management's  plans as to these matters are also described in Note 3.) The 2002
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/  Malone & Bailey, PLLC
----------------------------
     Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas
May 21, 2003



<PAGE>


<TABLE>

<CAPTION>



                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS
<S>                                                                   <C>

CURRENT ASSETS:
     Cash                                                             $     50,499
     Prepaid expenses and other                                             31,093
                                                                      ------------
             Total Current Assets                                           81,592
                                                                      ------------

PROPERTY, PLANT EQUIPMENT, NET                                             295,031
                                                                      ------------
LAND HELD FOR FUTURE DEVELOPMENT                                        10,056,005

LAND   HELD FOR SALE                                                     2,018,638
                                                                      ------------

OTHER ASSETS
      Investment                                                           635,886
      1913 Mercedes Benz                                                   500,000
      Other                                                                 31,766
                                                                      ------------
             Total Other Assets                                          1,167,652
                                                                      ------------

TOTAL ASSETS                                                          $ 13,618,918
                                                                      ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
      Current maturities of long-term debt and notes payable          $  1,719,606
      Current maturities of notes payable - related parties                476,643
      Accounts payable and accrued expenses                                822,232
      Shareholder advances                                                 870,032
                                                                      ------------
             Total Current Liabilities                                   3,888,513

Long-term debt and notes payable                                         3,675,920
Notes payable - related parties                                            911,773
                                                                      ------------
          Total Liabilities                                              8,476,206
                                                                      ------------
COMMITMENTS AND CONTINGENCIES
      Minor liability                                                         --


STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.01 par value;
       880,000 Series "A" shares issued and outstanding                       8800
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,500 Series "B" shares issued and outstanding                           25
     Capital stock, $.001 par value; 100,000,000 shares authorized;
       6,524,983 shares issued and outstanding                               6,525
     Additional paid-in capital                                          5,738,852
     Deficit accumulated during the development stage                     (611,490)
                                                                      ------------
             Total Stockholders' Equity                                  5,142,712
                                                                      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 13,618,918
                                                                      ============
</TABLE>



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

                                                                             F-1
<PAGE>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
            PERIOD FROM JUNE 14, 2002 (INCEPTION) THROUGH DECEMBER 31, 2002

                                                            Inception
                                                              Through
                                                            December 31,
                                                                2002
                                                           -----------
REVENUES                                                   $    24,082
COST OF REVENUES                                                18,425
                                                           -----------

GROSS MARGIN                                                     5,657
                                                           -----------

OPERATING EXPENSES:
    Depreciation and amortization                               21,446
    Impairment loss                                            101,937
    General and administrative expenses                        493,764
                                                           -----------

TOTAL OPERATING EXPENSES                                       617,147
                                                           -----------

LOSS FROM OPERATIONS BEFORE MINORITY INTERESTS                (611,490)

Minority interests                                                --
                                                           -----------

NET LOSS                                                   $  (611,490)
                                                           ===========

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

WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED                                      6,524,983
                                                           ===========


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

                                                                             F-2

<PAGE>

<TABLE>

<CAPTION>

                         AMERICAN LEISURE HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
           PERIOD FROM JUNE 14, 2002 (INCEPTION) TO DECEMBER 31, 2002




                                                              Preferred Stock               Capital Stock           Additional
                                                        -------------------------       -------------------------    Paid-in
                                                             Shares     Amount          Shares          Amount       Capital
                                                        -----------   -----------       -----------   -----------   -----------
<S>                                                     <C>           <C>               <C>           <C>           <C>

 Issuance of preferred and common shares to founders
 for assets                                                 880,000   $      8800         4,893,974   $     4,894   $ 5,353,973

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

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

 Issuance of shares for equipment                             2,500            25              --            --         249,997
                                                        -----------   -----------       -----------   -----------   -----------
 Balance,
     December 31, 2002                                      882,500   $     8,825         6,524,983   $     6,525   $ 5,738,852
                                                        ===========   ===========       ===========   ===========   ===========





                                                               Deficit
                                                              Accumulated
                                                               During the     Total
                                                              Development   Stockholders'
                                                                 Stage        Equity
                                                             -----------    -----------
Issuance of preferred and common shares to founders
for assets                                                   $      --      $ 5,367,689

Issuance of common shares in connection with reverse
merger and recapitalization of American Holdings                    --             --

Issuance of shares for services                                     --          136,513

Issuance of shares for equipment                                    --          250,000

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

Balance,
    December 31, 2002                                        $  (611,490)   $ 5,142,712
                                                             ===========    ===========
</TABLE>






    The accompanying notes are an integral part of these financial statements
                                                                             F-3


<PAGE>

                         AMERICAN LEISURE HOLDINGS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
         PERIOD FROM JUNE 14, 2002 (INCEPTION) THROUGH DECEMBER 31, 2002

                                                                   Inception
                                                                    Through
                                                                  December 31,
                                                                      2002
                                                                --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                   $  (611,490)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                           21,446
             Impairment loss                                        101,937
             Common stock issued for services                       136,513
          Changes in assets and liabilities:
             Decrease in receivables                                 42,926
             Increase in prepaid and other assets                   (32,859)
             Increase in accounts payable and accrued expense       634,009
                                                                -----------
                                                                -----------

             Net cash provided by operating activities              292,482
                                                                -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

     Acquisition of fixed assets                                   (149,020)
                                                                -----------
CAPITALIZATIONOF REAL ESTATE CARRYING COST                       (1,099,484)

             Net cash used in investing activities               1,248,504
                                                                -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                    390,973
     Proceeds from notes payable - related parties                  248,536
     Proceeds from shareholder advances                             316,198
                                                                -----------

             Net cash provided by financing activities              955,707
                                                                -----------

             Net decrease in cash                                      (315)

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

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

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                     $      --
                                                                ===========
     Cash paid for income taxes                                 $      --
                                                                ===========

NON-CASH TRANSACTIONS:
     Stock issued in exchange for assets                        $   250,000
                                                                ===========

     Stock issued for assets, net of liabilities of $7,111,668  $ 5,367,689
                                                                ===========
The accompanying notes are an integral part of these financial statements.

                                                                             F-4
<PAGE>


                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2002



<PAGE>


                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY

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

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

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

     o    163 acres of undeveloped  commercial and  residential  real estate for
          future development
     o    Land Held for sale,  which  consist of 13.5 acres of  commercial  real
          estate
     o    1913 Mercedes Benz
     o    Investment-41.25% pf A,erocam Vacatopm Resprts

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

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.

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

                                                                             F-5
<PAGE>

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

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

                         Company                                      Percentage
        American Leisure Corporation, Inc. (ALC) and Subsidiaries       100.00%
        Florida Golf Group, Inc.(FGG)                                   100.00%
        American Leisure Homes, Inc. (ALH)                              100.00%
        I-Drive Limos, Inc. (ID)                                        100.00%
        Orlando Holidays, Inc. (OH)                                     100.00%
        Welcome to Orlando, Inc. (WTO)                                  100.00%
        American Leisure, Inc. (ALI)                                    100.00%
        Pool Homes Managers, Inc. (PHM)                                 100.00%
        Advantage Professional Management Group, Inc. (APMG)            100.00%
        Leisureshare International Ltd (LIL)                            100.00%
        Leisureshare International Espanola S.A. (LIESA)                100.00%
        American Travel & Marketing Group, Inc. (ATMG)                   81.00%
        American Leisure Marketing and Technologies, Inc.                81.00%
        Sunstone Golf Resorts, Inc.                                      81.00%


                                                                             F-6
<PAGE>

o    American  Vacation  Resorts  (AVR)  is not  included  in  the  consolidated
     financial  statements as of 2002,  but shown as an  investment  under other
     assets.  As of December  31,  2002,  ALI owns  41.25% of American  Vacation
     Resorts,  Inc.  (AVR), a Florida  corporation.  Malcolm and Gillian Wright,
     shareholders also own 41.25% of AVR. Under a voting trust, neither American
     Leisure nor the Wrights are allowed any  decision-making  authority in AVR.
     Additionally,  they are prohibited from releasing any information about AVR
     without the  permission  of the Board of Directors.  Therefore,  AVR is not
     consolidated  and is treated as an  investment  at cost of  $635,886  as of
     December 31, 2002.

o    I-Drive Limos is a wholly owned  subsidiary of ALI as of December 31, 2002.
     This company, whose sole asset is an antique motor vehicle, a 1913 Benz, in
     December 1998. The asset is a one of a kind vehicle and is shown at 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 six years range
     widely in price,  from $1,700,000 for a 1928 Brevette to $22,500 for a 1938
     Sedan. Most of the antique  Mercedes-Benz sold are dated from the 1930s are
     sold for  approximately  $200,000.  Until an outside appraisal can be made,
     the closest to an unbiased  assessment  of value was  considered  to be the
     insurance valuation of $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.  Nor has any  appreciation in value been  estimated.  American
     Leisure,  along  with  the  asset,  was  transferred  to  American  Leisure
     Corporation on June 14, 2002 at book value.

No amounts for minority  interests were reflected in the consolidated  statement
of operations since there were no losses applicable to the subsidiary.

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


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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


                                                                             F-7
<PAGE>

principles  generally  accepted  in the United  States of America  and have been
consistently applied in the preparation of the financial statements.

USE OF ESTIMATES

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

CONCENTRATION OF RISK

American Leisure places its cash and temporary cash investments with established
financial institutions.

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 ten 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.

INCOME TAXES

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


                                                                             F-8
<PAGE>

CASH

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

SHARES FOR SERVICES AND OTHER ASSETS

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

REVENUE RECOGNITION

American  Leisure upon the initiation of its proposed  operations will recognize
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  will be  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.

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, 2002,  potential  dilutive  securities had an
anti-dilutive  effect and were not  included in the  calculation  of diluted net
loss per common share.


                                                                             F-9
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143,  "Accounting for Asset  Retirement
Obligations".  This  statement  addresses the diverse  accounting  practices for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset retirement  costs.  American Leisure will be required to adopt
this statement  effective January 1, 2003. American Leisure does not expect that
the  adoption  of SFAS  No.  143 will  have any  effect  on  American  Leisure's
financial statement presentation or disclosures.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
This SFAS made  revisions  to the  accounting  for  gains  and  losses  from the
extinguishment  of  debt,  rescinded  SFAS No.  44 and  required  certain  lease
modifications that have economic effects similar to sale-leaseback  transactions
be accounted  for in the same manner as  sale-leaseback  transactions.  American
Leisure will be required to adopt SFAS No. 145 on January 1, 2003.  The adoption
of SFAS No. 145 is not expected to have a material impact on American  Leisure's
financial statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which requires companies to recognize costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment to an exit or disposal  plan.  Such costs covered by
the standard  include lease  termination  costs and certain  employee  severance
costs that are associated with a restructuring,  discontinued  operation,  plant
closing, or other exit or disposal activity.  SFAS No. 146 replaces the previous
accounting  guidance  provided by the Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 is to be applied  prospectively to exit or disposal activities initiated
after December 31, 2002.  American Leisure does not anticipate that the adoption
of SFAS No. 146 will have any effect on American Leisure's  financial  statement
presentation or disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others" ("FIN45").  FIN45 elaborates on the existing  disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters  of  credit.  It also  clarifies  that at the  time a  company  issues a
guarantee,  American  Leisure must  recognize an initial  liability for the fair
market  value of the  obligations  it  assumes  under  that  guarantee  and must
disclose that  information in its interim and annual financial  statements.  The
initial recognition and measurement  provisions of FIN 45 apply on a prospective
basis to guarantees issued or modified after December 31, 2002. American Leisure


                                                                            F-10
<PAGE>

has  implemented  the  disclosure  provisions  of FIN45 in its December 31, 2002
financial statements, without significant impact.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities (and Interpretation of ARB No. 51)" ("FIN46").  FIN46
addresses  consolidation by business  enterprises of certain  variable  interest
entities,  commonly  referred to as special purpose  entities.  American Leisure
will be required to implement the other  provisions  of FIN46 in 2003.  American
Leisure does not  anticipate  that the adoption of FIN46 will have any effect on
American Leisure's financial statement presentation or disclosure.


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 $611,490 for the period  ended  December 31, 2002 and has
negative working capital of $3,806,921. These factors raise substantial doubt as
to American Leisure's ability to obtain debt and/or equity financing and achieve
profitable operations.

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

During March 2003,  American Leisure refinanced certain  obligations  secured by
its undeveloped land.  American Leisure signed a promissory note for $6,000,000.
American  Leisure paid off  approximately  $3,401,217 and certain other expenses
and prepaid interest for the 1st year with approximately  $500,000 remaining for
working capital  requirements.  The promissory note bears interest at 12% and is
due in March 2005.

American Leisure has a non-binding commitment from a financial institution for a
$5,000,000 credit facility.  As of May 20, 2003, American Leisure has not closed
on this transaction.

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


                                                                            F-11
<PAGE>

<TABLE>

on terms  acceptable to American  Leisure.  If adequate  working  capital is not
available American Leisure may be required to curtail its operations.


NOTE   4 - REVERSE MERGER

Effective June 14, 2002,  Freewillpc.com,  Inc., a Nevada corporation,  acquired
American Leisure Holdings,  Inc., a Nevada corporation  ("American  Leisure") in
exchange for the issuance of 880,000 shares of convertible  preferred  stock and
4,893,974  shares of common  stock,  and changed  its name to  American  Leisure
Holdings, Inc.

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

Pro forma  information  giving effect to the  acquisition as if the  acquisition
took place on June 14, 2002 is presented as follows.  June 14, 2002 is the balance sheet
date for American Leisure Because it was created from the combination of properties
contributed by the forwarding shareholders.

                                                   Historical                              Pro-Forma
                                       ------------------------------------    -----------------------------------
                                                               American
                                           Freewill            Leisure
                                           12/31/01            6/14/02           Adjustments            Total
                                       -----------------    ---------------    ---------------    ----------------
<S>                                    <C>                  <C>                <C>                <C>

Cash                                   $             -      $       50,814     $            -     $       50,814
Receivables, net                                     -              42,926                  -             42,926
Prepaid expenses                                     -              10,000                  -             10,000
                                       -----------------    ---------------    ---------------    ----------------
                                                     -             103,740                  -            103,740

Property and equipment, net                          -             256,941                  -            256,941
Land held for future development                     -           8,956,521                             8,956,521
Land held for sale                                   -           2,020,936                  -          2,020,936
Investment                                           -             621,219                  -            621,219
1913 Mercedes Benz                                   -             500,000                  -            500,000
Other                                                -              20,000                  -             20,000
                                       -----------------    ---------------    ---------------    ----------------
                                       $             -      $   12,479,357     $            -     $   12,479,357
                                       =================    ===============    ===============    ================

Current maturities of long-term
  debt                                 $             -      $    1,832,962     $            -     $    1,832,962
Current maturities of notes-
  payable related parties                            -             416,800                  -            416,800
Accounts payable and accrued
  expenses                                           -             188,223                  -            188,223
Shareholder advances                                 -             553,834                  -            553,834
Long-term debt                                       -           3,396,769                  -          3,396,769
Notes payable - shareholder                          -             723,080                  -            723,080
                                       -----------------    ---------------    ---------------    ----------------
                                                     -           7,111,668                  -          7,111,668
                                       -----------------    ---------------    ---------------    ----------------



                                                                            F-12
<PAGE>


Preferred stock                                  1,669                8800             (1,669)              8800
Common stock                                         -               4,894                  -              4,894
Additional paid-in capital                     241,981           5,353,995           (241,981)         5,353,995
Accumulated deficit                           (243,650)                  -            243,650                  -
                                       -----------------    ---------------    ---------------    ----------------
                                                     -           5,367,689                  -          5,367,689
                                       -----------------    ---------------    ---------------    ----------------
                                       $             -      $   12,479,357     $            -     $   12,479,357
                                       =================    ===============    ===============    ================
</TABLE>

The pro forma presentation and adjustments reflect the following items:

o    Elimination of all equity accounts of Freewillpc, since American Leisure is
     the accounting acquirer.

o    The common  stock and  additional  paid in  capital  amounts  and  retained
     deficit are decreased for the net  liabilities  assumed from  Freewillpc in
     the merger. The net liabilities acquired were $0.


NOTE 5 - PROPERTY AND EQUIPMENT, NET

At December 31, 2002, property and equipment consisted of the following:

                                                Useful Lives
                                                                      Amount
                                                -------------    ---------------
                                                                 ---------------
Computer equipment                                       3-5     $        19,674
Furniture & fixtures                                     5-7              24,617
Leasehold improvements                                     5              36,239
Telecommunications equipment                               7             250,412
Undeveloped land                                                      10,056,005
                                                                 ---------------
                                                                      10,386,947
Less: accumulated depreciation and amortization                           35,911
                                                                 ---------------
                                                                 $    10,351,036

Depreciation expense for the period ended December 31, 2002 was $21,446.


NOTE 6 - ASSET HELD FOR SALE

American  Leisure owns 13.5 acres of commercial  property in Polk County Florida
at the corner of U.S.  Hwy. 27 at the corner of  Tri-county  road. As of May 20,
2003  American  Leisure  has  received  a letter of  intent  for the sale of the
property and is in process of evaluating this offer.  American  Leisure recorded
an  impairment  charge of  $100,000 to record the  property  at its  anticipated
market value.


NOTE 7 - ASSET HELD FOR SALE

American  Leisure owns 13.5 acres of commercial  property in Polk County Florida
at the corner of U.S.  Hwy. 27 at the corner of  Tri-county  road. As of May 20,
2003  American  Leisure  has  received  a letter of  intent  for the sale of the
property and is in process of evaluating this offer.  American  Leisure recorded
an  impairment  charge of  $100,000 to record the  property  at its  anticipated
selling price.

<TABLE>

NOTE 8 - LONG-TERM DEBT AND NOTE PAYABLE

                                                                Maturity Date     Interest
                                         Collateral                                 rate            2002
                                 ---------------------------    ------------    -----------    ---------------
<S>                              <C>                            <C>             <C>            <C>

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

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

                                 1st lien on 53 acres of
Individual                       undeveloped land                   3/31/03        16%               947,575

                                 1st lien on 110 acres of
Individual                       undeveloped land                   3/31/05        12%             1,777,576

                                 2nd lien on 110 acres of
Individual                       undeveloped land                   3/31/05        12%             1,898,344
                                                                                               -------------

                                                                                                   5,395,526
Less: current portion of long-term debt                                                           (1,719,606)
                                                                                               -------------
Long-term debt                                                                                 $   3,675,920
                                                                                               =============

Principal repayments for each of the next five years are as follows:

                                                        Amount
                                                    ----------------
                                     2003           $     1,719,606
                                     2004                         -
                                     2005                 3,675,920
                                                    ---------------
                                                    $     5,395,526
                                                    ===============
                                                                            F-13
<PAGE>


NOTE 8 - NOTES PAYABLE - RELATED PARTIES

                                                                Maturity Date     Interest
                                         Collateral                                 rate            2002
                                 ---------------------------    ------------    -----------    ---------------
Affiliated entity                2nd lien on 13.5 acres             5/1/07       4.75%        $     200,000

                                 2nd lien on 53 acres of
Shareholder                      undeveloped land                   3/31/03        18%               476,643

                                 2nd lien on 110 acres of
Shareholder                      undeveloped land                   3/31/05        12%               711,773
                                                                                               -------------
</TABLE>




                                                                            F-14
<PAGE>

<TABLE>

                                                                                                   1,388,416
Less: current portion of long-term debt                                                             (476,643)
                                                                                               -------------
Long-term debt                                                                                 $     911,773
                                                                                               =============

Principal repayments for each of the next five years are as follows:

                                                        Amount
                                                    ----------------
                                     2003           $       476,643
                                     2004                         -
                                     2005                   711,773
                                                    ---------------
                                                    $     1,388,416
                                                    ===============
                                     2006                      --
                                     2007                   200,000

NOTE 9 - SHAREHOLDER ADVANCES

American Leisure has shareholder  advances  totaling $870,032 that bear interest
at 0% to 12%,  non-interest  bearing  notes  have  imputed  interest  at 8%. The
advances are unsecured and are due upon demand.


NOTE 10 - PREFERRED STOCK

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

                                                                              Annual
                       Total Series        Stated Value                   Dividends per       Conversion Rate
                        Authorized                           Voting           Share
                    --------------------   -------------    ----------    ---------------    ------------------
<S>                 <C>                    <C>              <C>           <C>                <C>

Series A                      1,000,000         $ 10.00           Yes             $ 0.12                10 to1
Series B                          2,500         $100.00           Yes             $ 0.12                20 to1
</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 5 years if not
converted by the holder. The conversion period is 5 years.

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.


                                                                            F-15
<PAGE>


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.

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

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


NOTE 11 - 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, 2002,
were as follows:

                                                               Amount
                                                           ----------------
      Net operating loss carryforwards                     $       206,000
      Valuation allowance                                         (206,000)
                                                           ---------------
      Net deferred tax assets                              $             -
                                                           ===============

At December 31, 2002, American Leisure had a net operating loss carryforward for
federal  income tax  purposes  totaling  approximately  $600,000  which,  if not
utilized, will expire in the year 2022.

In June 2002, American Leisure had a change in ownership,  which has resulted in
American  Leisure's net  operating  loss  carryforward  being subject to certain
utilization limitations in the future.


NOTE 12 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

American  Leisure entered into a lease in November 2002 for office space located
in Tamarac, Florida on a five year lease term through November 2007. The monthly
rental payment is $17,708 and the future minimum lease payments are as follows:

    December 31,                                               Amount
                                                           ------------
    2003                                                   $    212,500
    2004                                                        212,500
    2005                                                        212,500
    2006                                                        212,500
    2007                                                        194,788



                                                                            F-16
<PAGE>


Rent expense for the period ended December 31, 2002 $17,708.

LITIGATION

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















                                                                            F-17
<PAGE>