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


                                 FORM 10-KSB/A
                                 Amendment No.2


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

                   For the fiscal year ended December 31, 2005

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                 For the transition period from  ____ to ______
                       ----------------------------------
                        Commission file number 333-48312


                         AMERICAN LEISURE HOLDINGS, INC.
                         -------------------------------
                 (Name of small business issuer in its charter)


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

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

               Park 80 Plaza East, Saddle Brook, New Jersey 07663
                 (Former Address of principal executive offices)


                    Issuer's telephone number (407) 251-2240

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:

                                      NONE

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

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

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

The issuer's revenues for its most recent fiscal year were $19,381,284.

The  aggregate  market value of the issuer's voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and ask price of

<PAGE>

such  common  equity  as  of  December  31,  2005, was approximately $2,180,519.

At  December 31, 2005, there were 10,334,974 shares of the Issuer's common stock
outstanding.


We  are  filing  this amendment number 2 to our Annual Report on Form 10-KSB for
the  year ending December 31, 2005, which was initially filed on March 31, 2006,
to  respond  to  comments  we  have  received  from  the SEC. We filed the first
amendment in response to the SEC's comments on October 18, 2006. Pursuant to the
SEC's  comments,  we  revised our Annual Report for the year ending December 31,
2005  as follows: (i) we reclassified restricted cash for use on construction as
long-term,  since construction will not be completed until 2007; (ii) we revised
our  current and long-term debt and disclosure under Note 11: Long Term Debt and
Notes  Payable; (iii) we revised our statement of operations for the Fiscal Year
Ended  December 31, 2005 to reflect the direct costs of our travel business that
were  previously  recorded in operating expenses; (iv) we revised our accounting
policies  and  added  a policy for land held for development and managed assets;
(v)  we  expanded our disclosure in Note 14 - Stockholders Equity and Redeemable
Preferred Stock to further discuss the redemption features and conversion terms;
(vi)  we  also  clarified  in  Note  14  warrants  issued for services, deferred
financing  costs  and  the  purchase of minority interest; (viii) we revised our
disclosure  in  Note  17  to  expand  our  disclosure  regarding our license and
management  agreement for certain travel business assets; and (ix) we added Note
22  -  Reclassifications  and  restatement.



Other than the items mentioned above, this Amended Report on Form 10-KSB remains
substantially  similar to the Form 10-KSB filed with the Securities and Exchange
Commission  on  October  18,  2006, and investors should review the Registrant's
more  recent  periodic  and current report filings to obtain current information
about  the  Registrant's  business  operations  and  financial  condition.


<PAGE>

                                TABLE OF CONTENTS

                                     PART I


ITEM 1.     DESCRIPTION OF BUSINESS                                          3


ITEM 2.     DESCRIPTION OF PROPERTY                                         22


ITEM 3.     LEGAL PROCEEDINGS                                               22


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             24


                                     PART II


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS        25


ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION       28


ITEM 7.     FINANCIAL STATEMENTS                                           F-1


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE.                                       56


ITEM 8A.    CONTROLS AND PROCEDURES.                                        57


ITEM 8B.    OTHER INFORMATION.                                              58

<PAGE>

                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.              59


ITEM 10.    EXECUTIVE COMPENSATION.                                         62


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                     65


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  68


ITEM 13.    EXHIBITS                                                        73


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                         81

SIGNATURES                                                                  82

                                     PART I

FORWARD-LOOKING STATEMENTS

All  statements  in  this discussion that are not historical are forward-looking
statements  within  the meaning of Section 21E of the Securities Exchange Act of
1934,  as amended. Statements preceded by, followed by or that otherwise include
the  words  "believes",  "expects",  "anticipates",  "intends",  "projects",
"estimates", "plans", "may increase", "may fluctuate" and similar expressions or
future  or  conditional  verbs  such as "should", "would", "may" and "could" are
generally  forward-looking  in  nature  and  not  historical  facts.  These
forward-looking  statements  were  based  on  various  factors  and were derived
utilizing  numerous important assumptions and other important factors that could
cause  actual  results  to  differ  materially from those in the forward-looking
statements.  Forward-looking  statements  include the information concerning our
future financial performance, business strategy, projected plans and objectives.
These  factors  include,  among  others,  the  factors set forth above under the
heading  "Risk Factors" in "Item 6. Management's Discussion and Analysis or Plan
of  Operation."  Although  we  believe  that  the  expectations reflected in the
forward-looking  statements  are reasonable, we cannot guarantee future results,
levels  of  activity,  performance  or  achievements.  Most of these factors are
difficult  to  predict  accurately  and are generally beyond our control. We are
under  no obligation to publicly update any of the forward-looking statements to
reflect  events  or  circumstances  after  the  date  hereof  or  to reflect the
occurrence  of  unanticipated  events.  Readers are cautioned not to place undue
reliance  on  these  forward-looking  statements.

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

American  Leisure  Holdings,  Inc.  is  in  the  process  of developing a large,
multi-national  travel  services,  travel  management  and  travel  distribution
organization.  We  have  established  a  Travel  Division,  a Resort Development

                                     -3-
<PAGE>

Division  and  a  Communications  Division. Through our various subsidiaries, we
manage  and  distribute  travel services, and develop, construct and will manage
vacation  home  ownership and travel destination resorts and properties, develop
and  operate  affinity-based  travel  clubs  and  own  a  call  center  in

Antigua-Barbuda. Our businesses are intended to complement each other and create
cross-marketing  opportunities  within our business. We intend to take advantage
of  the  synergies  between  the  distribution  of  travel  services  and  the
development,  marketing,  sale  and  management  of  vacation home ownership and
travel  destination  properties.

On  October  1,  2003,  we acquired a 50.83% majority interest in Hickory Travel
Systems,  Inc.  ("Hickory"  or  HTS")  as the first building block of our Travel
Division.  Hickory  is  a travel management service organization that serves its
network/consortium  of approximately 160 well-established travel agency members,
comprised  of  over  3,000  travel  agents  worldwide  that  focus  primarily on
corporate  travel.  We intend to complement our other businesses through the use
of  Hickory's  24-hour  reservation  services, international rate desk services,
discount  hotel  programs,  preferred supplier discounts, commission enhancement
programs,  marketing services, professional services, automation and information
exchange.  We  view the members of Hickory as a resource for future acquisitions
of viable travel agencies as we intend to continue to add well-positioned travel
agencies  to  our  Travel  Division.

In  December  2004,  Caribbean  Leisure  Marketing,  Ltd.  ("Caribbean  Leisure
Marketing"),  a  wholly  owned  subsidiary  of  our  company  that is focused on
telecommunications,  entered  into  a  joint  venture  with IMA Antigua, Ltd. to
operate  a  call  center  in  Antigua that Caribbean Leisure Marketing owns. The
joint  venture is operated through Caribbean Media Group, Ltd., an international
business  corporation formed under the laws of Barbados. We own 49% of Caribbean
Media  Group,  Ltd.,  which  is  currently  operating  the  call  center.  Our
co-venturer,  IMA,  Ltd.  owns  the  remaining  51%.

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

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

On  June  14,  2002,  we entered into a stock purchase agreement with the former
stockholders of American Leisure Corporation, in connection with the acquisition
of  American  Leisure  Corporation,  pursuant  to  which  we  issued  the former
stockholders  of  American  Leisure  Corporation  4,893,974 shares of our common
stock  and  880,000  shares  of our Series A preferred stock having 10 votes per
share.  As  part  of this transaction, Vyrtex Limited, a UK company, which owned
3,830,000  shares  of  our  common stock, surrendered 3,791,700 of the 3,830,000
shares  owned  by  them.  The  transaction was treated as a reverse merger and a
re-capitalization  of  American  Leisure  Corporation,  which was considered the
accounting  acquirer.  The operations of Freewillpc.com prior to the transaction
were  not  carried  over  and  were  adjusted to $0. Effective July 24, 2002, we
changed  our  name  to  American  Leisure  Holdings,  Inc.

                                     -4-
<PAGE>

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

BUSINESS INTEGRATION

Our  mission is to Develop Resort Properties in areas which we believe have good
year round occupancy levels and then to manage the completed Resort Property and
distribute  its  room  nights through our multi-national travel services, travel
management  and  travel  distribution  organization.  We  are  in the process of
developing  both  the  Sonesta Orlando Resort which when completed will have 972
vacation resort units and our Reedy Creek Property which is currently planned to
consist  of  approximately 522 residential units as defined and described below.

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

We are focused on the development, construction and management of vacation homes
and  vacation  condominiums  in  Vacation Travel Destination Resorts and as such
have  completed the planning stage for "The Sonesta Orlando Resort at Tierra Del
Sol"  (the  "Sonesta  Resort"),  a planned 972-unit vacation home resort located
just 10 miles from Walt Disney World, in Orlando, Florida.  Additionally, we are
in the planning stages of developing our Reedy Creek Property, which is situated
in  the  northwest  section  of  Osceola County, Florida about one mile from the
"Maingate"  entrance  to  Walt  Disney  World,  Orlando  and 0.75 miles from the
entrance  to  "Disney's  Animal  Kingdom"  theme  park. The Reedy Creek Property
consists  of  three  parcels  totaling over 40 gross acres with approximately 29
acres  of  buildable  land.  The  Ready  Creek  Property is currently planned to
consist  of  approximately  522  residential  units  consisting  of  mid-rise
condominium  buildings.

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

During  the fiscal year ended December 31, 2005, we received the majority of our
revenues through the operations of Hickory, which manages and distributes travel
services, which subsidiary accounted for approximately 53.6% of our revenues for
the  year ended December 31, 2005. Additionally, we received approximately 26.1%
of  our  revenues  through the operations of our subsidiary Tierra Del Sol, Inc.
(described  below),  which  is  currently  constructing  the  Sonesta  Resort;
approximately  8.6%  of  our  revenues  through the operations of our subsidiary
American  Leisure  Equities  Corporation, which manages our TraveLeaders assets;
and  approximately  8.6%  of  our  assets  through  our  subsidiary  Advantage
Professional  Management  Group,  Inc.,  which  is involved in the management of
properties other than the Sonesta Resort, and which sold its sole asset, a hotel
in  Davenport,  Florida  during  the  year  ended  December  31,  2005.

                                     -5-
<PAGE>

TRAVEL SERVICES

TRAVEL SERVICES INDUSTRY OVERVIEW
---------------------------------

The  travel  services  industry  is  made  up of two broad categories, corporate
business  travel  and individual leisure travel.  TraveLeaders does the majority
of  their  business  in  the  corporate  travel  management category and a small
portion  of  individual  leisure  travel,  while  Hickory provides services to a
variety  of  agencies  that  focus  on  corporate  business  travel.

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

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

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

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

OUR TRAVEL SERVICES
-------------------

We  manage  and  distribute  travel  services  through Hickory, our 50.83% owned
subsidiary  and  have  contracted  with  Around The World Travel, Inc. to manage
TraveLeaders,  a fully integrated travel services distribution business based in
Coral  Gables,  Florida.  We  acquired  our interest in Hickory in October 2003.

On December 30, 2004, we and ALEC, entered into an Asset Purchase Agreement with
AWT  (the "Asset Purchase Agreement") to acquire substantially all of Around The
World Travel's assets which included the business name "TraveLeaders" and all of
the  tangible  and  intangible  assets  necessary  to operate TraveLeaders.  The
purchase  price  was  originally $17.5 million, which price was determined by an
independent  valuation  company based, in part, on economic information provided
by Around The World Travel, Inc. and was comprised of the value as determined by
the  valuation firm,  $16 million, calculated on a going concern basis plus $1.5
million.

We  amended  the  Asset  Purchase  Agreement  effective March 31, 2005 ("Amended
Purchase  Agreement"),  to change the form of consideration that we paid for the

                                     -6-
<PAGE>

TraveLeaders  assets.  Under the amendment, the liabilities assumed were reduced
to  $4,242,051,  we  forgave  certain  working  capital  loans  in the amount of

$4,774,619  that  Around  The World Travel, Inc. owed to us and we cancelled the
issuance  of  Series  F  preferred  stock,  which was originally included in the
purchase price. In addition, we issued a 60 month, 6% per annum note in favor of
Around  The  World  Travel in the principal amount of $8,483,330 (the "Purchaser
Note").  During  the  first  quarter of 2005, we transferred to Around The World
Travel  allowance for doubtful accounts, pre-paids and security deposits that we
had  acquired  pursuant  to the Asset Purchase Agreement to reduce the amount of
the  note.  The allowance for doubtful accounts is a reserve for the possibility
that  certain  receivables  will  not  be  collected  and  the  prepaid expenses
represented  things such as prepaid insurance and prepaid taxes. We also allowed
Around  The  World Travel to retain an amount of accounts receivable that we had
acquired,  which  further  offset  the  note.

On  or  about  November  14,  2005, the Company and ALEC asserted certain claims
against  AWT  with respect to the alleged breach of the Asset Purchase Agreement
and  a  Management Agreement (the "Management Agreement"). The claimed breach of
the Management Agreement was the failure of AWT to pay withholding taxes for its
employees  to  the  Internal  Revenue  Service.  After  negotiations  among  the
parties,  the  parties  agreed to settle the claims made by the Company and ALEC
regarding  the  Asset  Purchase  Agreement pursuant to the terms of a Settlement
Agreement  entered  into  on February 24, 2006, and effective as of December 31,
2005  (the  "Settlement  Agreement").  The  claimed  breach  of  the  Management
Agreement  remains unsettled pending the good faith efforts of AWT to completely
fund  its  tax  deposit  obligations.

The  Settlement  Agreement  provides  that  the purchase price under the Amended
Purchase  Agreement  will be reduced from $17,500,000 to $9,000,000. The parties
agreed  to  implement  the  reduction  of  the purchase price by eliminating the
remaining balance of the Purchaser Note (which had a balance of $5,297,788 as of
December  31,  2005) and by establishing an obligation of AWT to pay to ALEC the
amount  of $3,185,548 as of December 31, 2005. This amount is payable on demand.

Under the terms of the Settlement Agreement, the Company, ALEC and AWT agreed to
release each other (and their respective officers and directors) from all claims
based  upon  the  Asset  Purchase  Agreement. Additionally, the parties agree to
waive  any  right  to indemnity or contribution which they may have against each
other (and their respective officers and directors) for any liability which they
might incur to certain plaintiff's in certain pending litigation including Simon
Hassine  and  Seamless Technologies, provided that the waiver does not cover any
liability  incurred  by  the  releasing party that is attributable to any act or
omission of the released party that constitutes bad faith or is not known to the
releasing  party.

                                  TRAVELEADERS
                                  ------------

We  provide  our  clients  with  a  comprehensive range of business and vacation
travel  services, including corporate travel management (including reservations,
profiled  service  levels,  financial  and  statistical  reporting  and supplier
negotiations),  leisure  sales (including sales to individuals and to travel and
vacation  clubs),  and meeting, special event and incentive planning. We provide
integrated solutions for managing corporate travel on a worldwide scale. We also
offer  corporate  travel  services  on a local and regional level. Our corporate
travel  services  provide  our  clients with a complete suite of travel services
that  range  from  completely 'agent-free' Internet booking tools to specialized
expert  travel  agent guidance. Our private label websites provide our corporate
clients  with  an exclusive portal for corporate and leisure travel planning and

                                     -7-
<PAGE>

booking.  Our  corporate-clients range in size from companies with as few as two
to  three  travelers  to  companies  with  several hundred travelers or more. We
develop  corporate  travel policies, manage corporate travel programs and design
and  develop  information systems tailored for our clients. The benefits derived
by  our  clients typically increase proportionately with the amount of spending,
in  that  we  can  obtain direct benefits for the clients by negotiating favored
terms  with  suppliers and provide the client with better management information
regarding  their  spending  patterns through active, involved account management
and  customized  reporting  capabilities.

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

                          HICKORY TRAVEL SYSTEMS, INC.
                          ----------------------------

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


                        AMERICAN TRAVEL & MARKETING GROUP
                        ---------------------------------

American  Travel & Marketing Group, Inc., our 81% owned subsidiary, develops and
operates affinity-based travel clubs. We believe that highly advantageous travel
benefits are the key to distinguishing our affinity club creation and management
from the older model of single purpose clubs. In addition to travel benefits, we
actively  promote  cross-marketing strategies to engage non-traditional sponsors
to  provide  significant  benefits  to  the  members that would otherwise not be
available  to  them  in  a traditional affinity club. We utilize TraveLeaders to
fulfill  the  travel  service  needs  of  these  affinity-based  clubs.

                       DISTRIBUTION OF OUR TRAVEL SERVICES
                       -----------------------------------

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

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

FLORIDA
o     Boca Raton;
o     Orlando;
o     Tampa

OHIO
o     Cincinnati

                                     -8-
<PAGE>

CALIFORNIA
o     San Francisco

These  branch  offices provide several corporate and vacation travel services to
our  clients.  These  offices  are  primarily used by small companies as well as
vacation travelers seeking expertise in domestic and international destinations.
In  addition,  TraveLeaders  has  one  leisure  travel office in Largo, Florida.

We  operate  approximately  twenty-two (22) on-site offices through TraveLeaders
located  at  corporate client premises, where we provide private label websites,
customized trip planning, reservation and ticketing services to the employees of
such  corporate  clients.

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

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

COMPETITION IN THE TRAVEL INDUSTRY
----------------------------------

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

                   VACATION HOME AND TRAVEL RESORT OPERATIONS

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

VACATION HOMES AND TRAVEL DESTINATION RESORTS
---------------------------------------------

We  derive  our  expertise  from our founding shareholders who have successfully
developed  real  estate  abroad.  Our  first  vacation home resort in the United
States  will  be  developed  through our subsidiary, Tierra Del Sol Resort, Inc.
("Tierra  Del  Sol").  We  intend  to  develop  additional high-quality vacation

                                     -9-
<PAGE>

resort properties comprised of vacation homes and extensive resort amenities. We
seek to acquire suitable land for this purpose in locations where the demand for
vacation  properties  is  strong  throughout the year, including Florida and the
Caribbean.  We intend to create and promote our vacation and travel clubs to the
general  public  to  provide  revenue  for  our  vacation home and travel resort
properties. In addition, we hope to derive additional revenues from vacation and
travel  club membership dues, conversion of travel club members to vacation club
members,  and  travel commissions from the fulfillment of services by our Travel
Division.  We  plan  to  provide  qualifying  vacation  resort  homeowners  a
comprehensive set of vacation rental and property management and rental services
through  our  subsidiary  Wright  Resort  Villas  &  Hotels,  Inc. so that their
homeowners  may  include  their  homes in voluntary rental arrangements with our
subsidiary.  The  services  will  consist  of  marketing,  reservations,  guest
services, basic resort services, maintenance, repair and cleaning, management of
home  owner  and  condo  associations,  record  keeping  and  billing,  and
representation  of  homeowners'  interests  with  transient  guests.

We have finished the planning stage for The Sonesta Orlando Resort at Tierra Del
Sol  ("Sonesta  Resort"),  a 972-unit vacation home resort to be located just 10
miles  from  Walt  Disney World in Orlando, Florida. On January 29, 2005, Wright
Resort  Villas  &  Hotels,  Inc.  entered  into  an  operating  agreement with a
subsidiary of Sonesta International Hotels Corporation of Boston, Massachusetts,
a  nationally  recognized  luxury  resort  management  company.  We retained the
primary  management  responsibility,  but  we delegated substantially all of the
hospitality  responsibilities  within  the  management of the resort to Sonesta.
Site  development  of  the  Sonesta  Resort  commenced  in  June  of  2005.

As  currently  planned,  the  Sonesta  Resort will be a 972 luxury town home and
condominium unit property located near the Orlando, Florida theme park area. The
Company  plans  to  complete the Sonesta Resort in two phases with completion of
both  phases  during  the  winter  of  2007.

On  December  29,  2005, certain affiliates of the Company closed two (2) credit
facilities  with  Key  Bank,  National  Association  ("KeyBank")  related to the
Sonesta  Resort.  The  credit  facilities  consist  of  a  $40,000,000 revolving
construction  loan  to  be  used to construct Phase 1 of the Sonesta Resort (the
"Construction  Loan")  and  a  $14,850,000  term  loan  on  the Phase 2 land the
proceeds of which were contributed to the Phase 1 partnership as equity and used
to  repay existing debt on the property and finance part of the site work of the
property  for  the  Resort  and  to pay certain related costs (the "Land Loan").

To  facilitate  the financing for the Sonesta Resort, the Company has formed two
limited  partnerships,  each  of  which  will develop Phase 1 and Phase 2 of the
Resort  (the  "Development  Partnerships").  Each  Development  Partnership  has
several  subsidiaries,  which  have been formed to develop different portions of
the  Sonesta  Resort.

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

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

                                      -10-
<PAGE>

Each Development Partnership has granted Stanford Venture Capital Holdings, Inc.
("Stanford")  the  right  to  acquire  a  2%  interest  in  each  partnership in
connection  with  the  release of a mortgage lien formerly held by Stanford. See
"Release  of  Lien  by  Stanford"  below.

THE  CONSTRUCTION  LOAN

The  borrowers  under the Construction Loan are Tierra Del Sol Resort (Phase 1),
Ltd.  (the  "Phase 1 Partnership") and three other special purpose entities that
are  owned  by the Phase 1 Partnership. The Construction Loan is structured as a
$40,000,000  revolving  credit  facility,  with  maximum  borrowings  of  up  to
$72,550,000.

The  interest  rate  on  the outstanding balance of the Construction Loan is the
daily  London  Interbank Offered Rate ("LIBOR") Rate plus 2.75%. The term of the
Construction  Loan  is  24  months,  with  a maturity date of December 28, 2007.
Interest  on  the  Construction Loan is due and payable monthly beginning on the
fifth  day  of  the  first  month  following the closing. If an event of default
occurs  under  the  Construction  Loan  (as  described  and  defined below), the
interest  rate  then  in effect will become the greater of (a) the interest rate
otherwise  applicable  plus  3%;  or  (b)  18%.

The  Construction  Loan is secured by a first lien on the land within Phase 1 of
the  Sonesta Resort, including any improvements, easements, and rights of way; a
first  lien  and  security  interest  in  all fixtures and personal property, an
assignment  of  all  leases,  subleases  and  other  agreements  relating to the
property;  an  assignment  of construction documents; a collateral assignment of
all  contracts  and  agreements  related to the sale of each condominium unit; a
collateral  assignment  of  all  purchase  deposits  and  any  management and/or
operating  agreement.

The  borrowers will be able to draw amounts under the Construction Loan upon the
fulfillment  of  various  conditions. One of these conditions is, in the case of
borrowings  to  construct a condominium building, the sale of at least 33 of the
36  units  of  each  such building. As of the closing, the Company had delivered
approximately  100% of the contracts required for construction of the town homes
and  84%  of  the contracts required to commence construction of the condominium
buildings.  The  Company's management believes that vertical construction of the
Phase  1  units  will  begin  as  early  as  May  2006.

The  obligations  of the borrowers under the Construction Loan are guaranteed by
the  Company,  its  Chief Executive Officer and Chairman, Malcolm J. Wright, and
TDS  Development,  LLC,  pursuant  to  a  Payment Guaranty and a Performance and
Completion  Guarantee.  In  connection  with  Mr.  Wright's  guarantee  of  the
Construction  Loan,  he  earned 1,200,000 warrants of the Company's common stock
for  such guarantee equal to three percent (3%) of the total indebtedness of the
Construction  Loan  at  an  exercise  price  of  $1.02  per  share.

In consideration of Mr. Wright's guarantee of the Construction Loan, the Phase 1
Partnership has agreed to pay Mr. Wright an annual guaranty fee equal to 2.5% of
the  amount  of  such  guarantee. The payment of this fee is subordinated to the
Partnership's  obligations  under the Construction Loan and the Partnership will
accrue Mr. Wright's annual guaranty fee until such time as the Construction Loan
is  satisfied.

The  borrowers  paid  1%  of the maximum borrowings under Construction Loan as a
commitment  fee, which totaled approximately $725,500. The Company was obligated
to  pay  all costs and expenses of KeyBank in connection with the commitment and
the  closing  of  the  loan.

On  December  29,  2005, KeyBank and the borrowers entered into the "Addendum to
Construction  Loan  Agreement  Condominium  and  Townhouse Project Development,"
which  changed  and  amended  some  of  the  terms of the Construction Loan (the

                                      -11-
<PAGE>

"Construction  Addendum").  The  Construction  Addendum sets forth certain terms
whereby  condominium  and/or  townhouse  units to be constructed pursuant to the
Construction Loan may be released from the first priority lien on the units held
by  KeyBank  so  that  the  units  may  be  sold.  Unless  stated otherwise, all
discussions of the Construction Loan herein include the changes and additions to
the  Construction  Loan  affected  by  the  Construction  Addendum.

The  occurrence  of  any  one or more "events of default" under the Construction
Loan allow KeyBank to pursue certain remedies including taking possession of the
Sonesta  Resort project; withholding further disbursement of the proceeds of the
loan  and/or  terminate  KeyBank's  obligations  to  make  further disbursements
thereunder; and/or declaring the note evidencing the loans to be immediately due
and  payable.

PCL  CONSTRUCTION  GUARANTEE  AND  LOAN.

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

PCL  also  provided  a  $4,000,000 loan to TDS Development, LLC, a subsidiary of
Tierra  Del Sol Resort, Inc. (the "PCL Loan"). The proceeds of the PCL Loan were
used  to  establish  a  $4,000,000  account  with  KeyBank, which was pledged as
security  for  the Construction Loan. The loan bears interest at the rate of 14%
per  annum.  The  term  of  the  loan  is  two  years.

The PCL Loan is guaranteed by the Company, the Company's Chief Executive Officer
and  Chairman,  Malcolm J. Wright, individually, and Tierra Del Sol Resort, Inc.
In  consideration  of  Mr.  Wright's  guarantee,  and  pursuant  to  an existing
agreement  between  Mr. Wright and the Company, Mr. Wright will earn a fee equal
to  three  percent (3%) of the loan. The Company paid this fee through the grant
of  120,000 warrants to purchase the Company's common stock at an exercise price
of  $1.02  per  share. These warrants will expire 5 years from the expiration of
the  guaranty.

We  may  choose  to  repay  the  PCL Loan in the future, with separately sourced
capital  in  order  to  facilitate  a  more  favorable  financial arrangement in
relation  to  the proposed construction and related costs, of which there can be
no  assurance.

THE  LAND  LOAN

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

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

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

                                      -12-
<PAGE>

The  borrowers  paid  1%  of  the Land Loan Agreement as a commitment fee, which

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

The  Company  and Mr. Wright have issued guarantees to KeyBank on the Land Loan.
Pursuant to an existing agreement between Mr. Wright and the Company, Mr. Wright
will  earn  a  fee  for  such guarantee equal to three percent (3%) of the total
original  indebtedness  of  the Land Loan. This fee was paid by granting 445,500
warrants  to  purchase  the  Company's common stock to Mr. Wright at an exercise
price  of $1.02 per share which warrants will expire 5 years from the expiration
of  the  guarantee.

The  occurrence of any one or more "events of default" under the Land Loan allow
KeyBank  to  pursue  certain remedies including taking possession of the Sonesta
Resort  project;  withholding  further  disbursement of the proceeds of the loan
and/or terminate KeyBank's obligations to make further disbursements thereunder;
and/or  declaring  the  note  evidencing  the  loans  to  be immediately due and
payable.

WESTRIDGE COMMUNITY DEVELOPMENT DISTRICT BONDS

The  closing  of the new credit facilities with KeyBank triggered the closing of
the  sale  of $25,825,000 in community development bonds issued by the Westridge
Community  Development District (the "District"). The proceeds of the bonds will
be  used,  in  part, to fund infrastructure at the Sonesta Resort and to acquire
land  for  public  purposes from Tierra Del Sol Resort (Phase1), Ltd.,  The debt
service  and  retirement of these bonds will be funded by a special district tax
upon  the  property  owners  in  the District at an interest rate of 5.8% over a
30-year  amortization  period.

Additionally,  on  January 11, 2006, the Company sold forty-two acres of land in
the  Sonesta  Resort  for  $9,090,130 to the District and received an additional
$4,039,116  from  the  District  in  connection  with  reimbursements  for  site
improvements  on  the  land  purchased  by  the  District.  The land sold to the
District  will  be  used  for  public  infrastructure  for  the  Sonesta Resort,
including  the  creation of roads and for water collection among other purposes.

RELEASE OF LIEN BY STANFORD

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

SIBL CREDIT FACILITY

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the closings of the Land Loan
and  the  Construction  Loan.  The  financial  assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). The financial
assistance  provided  by  SIBL  was  evidenced by a Credit Agreement dated as of
December 29, 2005 between SIBL, Tierra Del Sol Resort, Inc. and the Company (the
"SIBL  Credit  Agreement").

                                      -13-
<PAGE>

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

The SIBL Tierra Del Sol Loan has a 2-year term, with an initial interest rate of
12%  per  annum.  The  Letters  of  Credit  are in the amounts of $4,000,000 and
$2,000,000,  with terms of 24 months and 12 months, respectively. Tierra Del Sol
is  obligated  to pay a monthly fee for each letter of credit equal to 1% of the
face  amount of such letter of credit. Upon release of the letters of credit and
upon  either  the  payment  of the note in full or the maturity of the loan from
KeyBank, Tierra Del Sol is also required to pay a minimum fee equal to 3%. After
six  months, this fee increases by 1% each month until the letters of credit are
released.  Any  unpaid  amounts  on  the  SIBL Tierra Del Sol Loan or Letters of
Credit  bear  interest  at  the  rate  of  12%  per  year.

The  obligations of Tierra Del Sol under the SIBL credit facility (the "Stanford
Credit  Facility")  were  guaranteed  by  the Company and Malcolm J. Wright, the
Company's  Chief  Executive  Officer  and Chairman, along with other third party
entities,  which  third party entities are beneficially owned, in part, by Roger
Maddock,  a  significant  shareholder of the Company, pursuant to an Irrevocable
and  Unconditional  Guaranty.  These  obligations  were  also secured by a first
mortgage  lien  on  a parcel of real property owned by the third party entities.
The  consideration  paid for the third party entities' guarantees was consistent
with  the  existing  debt  guarantor  agreement  issued  by  the Company for its
executives.  The  third party entities will receive and share in a guarantee fee
equal  to  3%  of  the amount guaranteed. The third party entities, by virtue of
pledging  collateral  for  a debt that benefits the Company, will also receive a
collateral  pledge  fee  equal  to 2% of the amount guaranteed. The Company paid
this  fee  through  the grant of 405,000 warrants to the third party entities to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share.  These  warrants  will  expire  5  years  from the expiration date of the
guarantees.

In  consideration  of  Mr.  Wright's  guarantee,  and  pursuant  to  an existing
agreement  between  Mr. Wright and the Company, Mr. Wright earned a fee for such
guarantee equal to three percent (3%) of the amount guaranteed. The Company will
pay  this  fee  through  the grant of 243,000 warrants to Mr. Wright to purchase
shares  of  the  Company's common stock at an exercise price of $1.02 per share.
These  warrants  will  expire 5 years from the expiration date of the guarantee.

Tierra  Del  Sol  has  pledged  its  partnership  interests  in  the Development
Partnerships  to  Stanford as additional collateral for this facility. Following
an  event  of  default  as  defined under the Credit Agreement, Stanford has the
right  for thirty (30) days following such event of default, directly or through
its  affiliates,  to  purchase any unsold units in the Sonesta Resort at a price
equal  to  the  developer's  cost,  but only to the extent permitted by KeyBank.

The  Company's  relationship  with  Stanford  includes  the requirement that the
Company  utilize  services  provided  by  US  Funding Corporation, an investment
banking  firm.  US  Funding  Corporation  earned  an  administration  fee  of
approximately  one  half  of  one percent of the financing provided by Stanford.

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

                                      -14-
<PAGE>

options  or  warrants  for  shares of the Company's common stock to convert into
shares  of  the  Company's  common  stock  at  less  than  $1.02  per  share.

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

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will  be  $135,500,000 of which $8,000,000 will be for resort amenities,
$64,000,000 will be for vertical construction on 294 units and $ 49,500,000 will
be  for  other costs such as contingencies, closing costs and soft costs such as
architectural, engineering, and legal costs. An additional approximate amount of
$14,000,000 will be expended for horizontal construction costs which include all
of  Phase  I  requirements  plus most of the infrastructure requirements for the
entire Project. The $14,000,000 will be funded by the bonds proceeds held by the
Westridge  Development  District  and  from  equity  reserves  held by Key Bank.
Disbursement  of  the  Construction Loan proceeds is structured as a $40,000,000
revolving construction loan credit facility.  A Land Loan was also funded by Key
Bank  which  was described above in the amount of $14,850,000 in connection with
our  planned Phase 2 development. As a result, we currently believe that we have
sufficient  funds  to  provide  for  the  completion of Phase 1. Phase 2 will be
financed  separately.

In  November  2003,  we  entered into an exclusive sales and marketing agreement
with  Xpress  Ltd.  ("Xpress") to sell the vacation homes in the Sonesta Resort.
Malcolm  J.  Wright,  one  of  our  founders and our Chief Executive Officer and
Chairman,  and members of his family are the majority shareholders of Xpress. As
of December 31, 2005, Xpress has pre-sold 673 vacation homes in a combination of
contracts  on town homes and reservations on condominiums for total sales volume
of  over  $234  million.

REEDY CREEK ACQUISITION COMPANY, LLC TRANSACTIONS

Background
---------------

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

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

                                      -15-
<PAGE>

price and for closing costs associated with the closing. The Company contributed
the  remainder  of  the  purchase  price.

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

At  the  time  of  the  acquisition  of  the  Reedy  Creek Property, Reedy Creek
Acquisition  Company  was owned 99% by SFG and 1% by one of the Company's wholly
owned  subsidiaries,  American  Leisure Reedy Creek Inc. ("ALRC"). In connection
with  the  acquisition  of  the  Reedy Creek Property, the Company, ALRC and SFG
entered into an Option Agreement (the "Option Agreement"), pursuant to which SFG
granted  ALRC the right to acquire SFC's 99% interest in Reedy Creek Acquisition
Company  (the  "Reedy  Creek  Option").

Option  Exercise
----------------

On  December  27,  2005,  the  Company and ALRC entered in to an Option Exercise
Agreement  with  SFG,  pursuant to which ALRC acquired the 99% interest in Reedy
Creek  Acquisition  Company  held by SFG for the exercise price of $600,000 (the
"Exercise  Price"),  which was less than the exercise price originally stated in
the  Option  Agreement.

Pursuant  to  the  terms  of the Option Exercise Agreement, the parties took the
following  actions:

-    SFG transferred its 99% interest in Reedy Creek Acquisition Company to
     ALRC.

-    SIBL  loaned  an  additional  $850,000  to Reedy Creek Acquisition Company.
     This amount was used by Reedy Creek Acquisition Company to pay the Exercise
     Price  and  to  pay  an  additional  placement  fee  of $250,000 to certain
     affiliates of SIBL.

-    The  Company  issued  warrants  to  SIBL.  The  warrants  entitle  SIBL  to
     purchase  154,000 shares of the Company's common stock at an exercise price
     of $5.00 per share and 77,000 shares of the Company's common stock at $.001
     per share. Additionally, the Company granted warrants to four affiliates of
     SIBL,  entitling  them  to  purchase  an aggregate of 154,000 shares of the
     Company's  common  stock at an exercise price of $5.00 per share and 77,000
     shares at an exercise price of $.001 per share. The warrants have a term of
     five  years  and  are  immediately  exercisable.  The  warrants  contain
     anti-dilution  provisions, including a provision which requires the Company
     to  issue  additional  shares  under  the warrants if the Company issues or
     sells  any  common stock at less than $1.02 per share, or grants, issues or
     sells  any  options or warrants for shares of the Company's common stock to
     convert  into  shares  of the Company's common stock at less than $1.02 per
     share.

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

                                      -16-
<PAGE>

-    Reedy  Creek  Acquisition  Company  agreed  to  modify  the  existing  SIBL
     mortgage on the Reedy Creek Property to secure the additional $850,000 loan
     made  by  SIBL.  As  a  result,  the  principal  amount secured by the SIBL
     mortgage was increased to $8,000,000.

-    SIBL  agreed  to  subordinate  its  mortgage on the Reedy Creek Property to
     a  new  $7,000,000  loan  to  be made to Reedy Creek Acquisition Company by
     Bankers Credit Corporation. This loan is described below.

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

In  connection  with  the  exercise  of  the  Reedy  Creek  Option,  Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by  SIBL to Reedy Creek Acquisition Company. The modified loan terms
are  evidenced by a Renewed, Amended and Increased Promissory Note (the "Amended
Note")  made  by  Reedy  Creek Acquisition Company in favor of SIBL. The Amended
Note has a maturity date of December 31, 2006, a principal balance of $8,000,000
and  bears  interest at the rate of 8% per year. Interest on the Amended Note is
payable  quarterly  on  March 31, 2006, June 30, 2006, September 30, 2006 and on
the  maturity date of the Amended Note. Upon an event of default as described in
the  Amended  Note,  SIBL has several rights and remedies, including causing the
Amended  Note  to  be  immediately  due  and  payable.

The  Amended Note is secured by a second lien on the Reedy Creek Property. It is
guaranteed  by  the Company and Malcolm J. Wright, the Company's Chief Executive
Officer  and  Chairman  pursuant to a Modification and Reaffirmation of Guaranty
and  Environmental  Indemnity  Agreement.  In  consideration  for  Mr.  Wright's
guarantee,  and  pursuant  to  an  existing agreement between Mr. Wright and the
Company, Mr. Wright earned a fee equal to three percent (3%) of principal amount
of  the Amended Note. The Company will pay this fee through the grant of 240,000
warrants  to  Mr.  Wright to purchase shares of the Company's common stock at an
exercise  price  of $1.02 per share. These warrants will expire 5 years from the
expiration  of  the  guaranty.

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

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

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

The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or  15%  per year. The interest rate of the Bankers Credit Note as of March
15,  2006  was 15% (with a prime rate, as reported by the Wall Street Journal of
7.5%). Interest on the Bankers Credit Note is payable monthly. The maturity date
of  the  Bankers  Credit  Note is January 3, 2007, when all principal and unpaid
interest  is  due  and payable. Pursuant to the Bankers Credit Note, Reedy Creek
Acquisition  Company  agreed  to  pay  a 10% late charge on any amount of unpaid
principal  or interest under the Bankers Credit Note. The Bankers Credit Note is
subject  to  a  1%  exit fee. Additionally, if repaid by Reedy Creek Acquisition
Company  prior  to  July  3,  2006,  the  Bankers  Credit  Note is subject to an
additional  1% repayment fee; however, if repaid after July 3, 2006, the Bankers
Credit  Note  is  not  subject to the repayment fee. Upon an event of default as
described  in  the  Bankers  Credit  Note, Bankers Credit has several rights and
remedies,  including  causing  the Bankers Credit Note to be immediately due and
payable.

                                      -17-
<PAGE>

The  Bankers Credit Note is secured by a first lien on the Reedy Creek Property.
Additionally,  the  Bankers Credit Note is guaranteed by the Company and Malcolm
J.  Wright,  the  Company's  Chief  Executive Officer and Chairman pursuant to a
Guaranty Agreement. In consideration for Mr. Wright's guarantee, and pursuant to
an  existing  agreement  between Mr. Wright and the Company, Mr. Wright earned a
fee equal to three percent (3%) of the Bankers Credit Note. The Company will pay
this  fee through the grant of 210,000 warrants to Mr. Wright to purchase shares
of  the  Company's  common  stock at an exercise price of $1.02 per share. These
warrants  will  expire  5  years  from  the  expiration  of  the  guaranty.

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

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

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

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

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

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

                                      -18-
<PAGE>

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

In  February  2006,  we  entered  into  a Note Modification Agreement with SIBL,
whereby  we  agreed  to  modify certain provisions of our outstanding promissory
notes  with  SIBL  to  grant  extensions  of payments due.  Pursuant to the Note
Modification  Agreement,  we  and  SIBL  agreed  that  all  interest  due on our
$6,000,000  note, from January 1, 2005, through September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original terms of that note; that all interest accrued on the $3,000,000 note we
have with SIBL, from the date of the note until September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original  terms of that note; that the maturity date of our $1,250,000 note with
SIBL  be extended until September 30, 2006, and that no payments of principal or
interest on that note shall be payable until the extended due date of that note;
that  the  maturity date of our $1,355,000 note with SIBL be extended until June
30,  2007,  and  that no payments of principal or interest on that note shall be
payable  until the extended due date of that note; that the maturity date of our
$305,000 note with SIBL be extended until June 30, 2007, and that no payments of
principal  or interest on that note shall be payable until the extended due date
of  that  note; and that interest on our $2,100,000 note with SIBL be payable in
arrears, on a quarterly basis, with the first payment due on March 28, 2006, and
subsequent payments due on each June 28, September 28, December 28 and March 28,
until the maturity date of December 27, 2007, with the outstanding principal and
interest  shall  be  due  (collectively,  all the notes described above shall be
referred  to  as  the  "Notes").

Furthermore,  SIBL agreed, pursuant to the Note Modification Agreement, to waive
any  defaults arising under the Notes prior to the date of the Note Modification
Agreement,  attributable  to  our  failure  to make any payments of interest due
under  the  Notes  prior to the date of the Note Modification Agreement; and any
default  of us and/or Around The World Travel, Inc. ("AWT") under the $1,250,000
note  to  fulfill  the financial reporting requirements under the loan documents
related to the $1,250,000 note.  SIBL also waived our obligation and AWT's under
the $1,250,000 note to fulfill the financial reporting requirements described in
the  note  in  the future, provided that SIBL may reinstate such requirements at
any  time  upon  written  demand  to  us  of  such  note.

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

In  March 2006, and effective as of December 31, 2005, we purchased the minority
interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the "Minority
Interest") from Harborage Leasing Corporation ("Harborage").  The purchase price
of  the  Minority  Interest  from Harborage was a promissory note for $1,411,705
("Harborage Note"); the right to receive, without payment, two (2) three-bedroom
condominium  units to be constructed in Phase 2 of the Sonesta Resort, or in the
event  title  to both such units is not delivered by December 31, 2007, then, in
lieu  thereof, payment of $500,000 for each such unit that is not transferred by
such date; 197,000 shares of the Company's common stock; and warrants to acquire
300,000  additional shares of the Company's common stock at an exercise price of
$5.00  per  share.  The warrants expire if unexercised five (5) years from their
date  of  grant.  Pursuant  to  the  Stock Purchase Agreement, Harborage has the
right  to  require  the  Company  to  purchase all or a portion of the Harborage
197,000  shares  at  $5.00  per share, for sixty (60) days, beginning January 1,
2007  (the  "Put  Option").  The Put Option will no longer be in effect provided
that  both  of  the  following  events  occur: (i) Harborage is able to sell the
Harborage  Shares  pursuant  to  an  effective  Registration Statement under the
Securities  Act  of  1933  (the  "Act"), or pursuant to Rule 144 of the Act; and
after  the fulfillment of (i) above, the average closing price of the Company on
the Over-The-Counter Bulletin Board or principal exchange on which the Company's
common  stock  then  trades, exceeds $5.00 per share for a period of thirty (30)
consecutive  days.  The  Harborage  Note and shares are guaranteed by Malcolm J.
Wright,  the  Company's  Chief  Executive  Officer  and  Director,  for which he
received  a  guaranty  fee equal to three percent (3%)_of the amount guaranteed.

                                      -19-
<PAGE>

The  Company  paid  this  fee  through the grant of 102,351 warrants to purchase
shares  of  the  Company's common stock at an exercise price of $1.02 per share.
These  warrants  will  expire  5 years from the expiration date of the guaranty.

                                  TRAVEL CLUBS

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

COMMUNICATIONS SERVICES

In  December  2004  we  entered  into  a joint venture with IMA Antigua, Ltd., a
Barbados  company,  to  operate  a call center in Antigua that we own. The joint
venture  is  operated  through  Caribbean  Media  Group,  Ltd., an international
business corporation formed under the laws of Barbados. We own 49% of this joint
venture which is currently operating the call center. Our co-venturer, IMA, Ltd.
owns the remaining 51%.  The call center provides in-bound and out-bound traffic
for customer service, customer retention and accounts receivable management. The
clients  of  the  call  center  are  well  known  national  businesses  with
well-established  credit  and  operational  systems.

We  opened  the call center in Antigua due to the new demand for call centers in
the  Caribbean.  The  call  center  business  is in demand in the Caribbean as a
result  of  telecommunications  deregulation  in  the islands, which has reduced
costs and caused companies in the United States to spread their growing overseas
call center business to lower-cost sites near the United States. Based on a news
release  by  Global  Information,  Inc. dated January 31, 2005, interpreting the
Zagada  Institute's  "Caribbean  Call Center Report 2005: A CRM Market", persons
employed  in  Caribbean  call  centers have more than doubled to 25,000 over the
past  two years and likely will double again by the end of 2006. Proximity means
U.S.  managers  can  easily  visit  and troubleshoot. Plus, it means call-center
agents  tend  to  be more familiar with U.S. culture than agents in more distant
lands  such  as  India. Caribbean nations are pursuing the call-center business,
anxious  to  create jobs and nurture clean industry that complements their vital
tourism  industry.  Many  islands  offer tax breaks, training programs and other

                                      -20-
<PAGE>

incentives.  Competition may be robust but at present we believe that the demand
continues  to  exceed the supply. We cannot provide any assurance as to how long
these  market  conditions  may  persist.

We  also  own  telecommunications  equipment such as switches, dialers and other
telephone  equipment  that may have application for a telecommunications program
that we are considering in the United States. Part of this equipment can be used
to  serve as the switches for a telephone system that we plan to operate for the
Sonesta  Resort  while  other  parts  of  the  equipment are used for the travel
fulfillment  operations  by  TraveLeaders.

PATENTS,  TRADEMARKS  &  LICENSES

We,  through  our  wholly owned subsidiary American Leisure Equities Corporation
("ALEC"),  have  filed  for a trademark, Serial Number 78611764, for the service
mark  "Traveleaders."  While  we  are  currently  in  the process of having such
trademark  registered,  no  final  determination as to the registrability of the
mark  has  been  made  by  the  United  States  Patent  and  Trademark  Office.

GOVERNMENT REGULATION

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

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

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

EMPLOYEES

We  have  approximately  84  employees, all of which are employed on a full-time
basis. Those employees are distributed among our parent and subsidiary companies
as  follows:

     o     Hickory  Travel  Systems,  Inc.  -  78  employees;
     o     American  Leisure  Equities  Corporation  -  1  employee;  and
     o     American  Leisure  Holdings,  Inc.  -  5  employees.

There  are  no collective bargaining contracts covering any of our employees. We
believe  our  relationship  with  our  employees  is  satisfactory.

                                      -21-
<PAGE>

ITEM  2.  DESCRIPTION  OF  PROPERTY

Our corporate headquarters are located in Orlando, Florida. Our Orlando facility
is  approximately  9,000  square  feet,  of  which  250  square  feet houses our
executive  offices.  This  facility  is  leased  by American Leisure Real Estate
Group,  Inc.,  a  company  owed  by Mr. Wright, our Chairman and Chief Executive
Officer,  that  manages the development of our resort properties in return for a
fee  of 4% of the total costs as per the agreement entered into in November 2003
with  Tierra  Del  Sol  Resort,  Inc.,  see  below.  The  lease on our corporate
headquarters  expires  on  April  30,  2008.

Our  subsidiary  owns the land on which The Sonesta Orlando Resort at Tierra Del
Sol will be situated. It purchased this land for $5,560,366 in February 2000. We
have  spent  approximately  $4,450,000  to  entitle  and  create  the  Westridge
Community  Development  District.  The  land is currently subject to the KeyBank
mortgages described above. As a developer of vacation resort properties, we plan
to  also  purchase  additional  parcels  of  land  for  resort  development.

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

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

The  TraveLeaders  assets  are  located in a building leased by Around The World
Travel,  Inc. TraveLeaders occupies almost all of the 30,000 square feet at 1701
Ponce De Leon Boulevard, Coral Gables, Florida. The lease expires in December of
2006  and  we  have  commenced  our  search  for  alternative  leaseholds.

ITEM 3. LEGAL PROCEEDINGS

Our  subsidiary  American  Leisure,  Inc.  and  our  Chief Executive Officer and
Chairman,  Malcolm  J.  Wright are parties to an action that was filed in Orange
County,  Florida and styled as Rock Investment Trust, P.L.C. and RIT, L.L.C. vs.
Malcolm  J.  Wright,  American  Vacation  Resorts, Inc., American Leisure, Inc.,
Inversora  Tetuan, S.A., Sunstone Golf Resort, Inc., and Sun Gate Resort Villas,
Inc.,  Case  No. CIO-01-4874, Ninth Judicial Circuit, Orange County, Florida. In
June,  2001,  after  almost 2 years from receiving notice from Malcolm J. Wright
that  one  Mr. Roger Smee, doing business under the names Rock Investment Trust,
PLC  (a  British  limited  company)  and  RIT,  LLC (a Florida limited liability
company)  (collectively,  the  "Smee  Entities")  had  defaulted  under  various
agreements  to  loan or to joint venture or to fund investment into various real
estate  enterprises founded by Mr. Wright, the Smee Entities brought the lawsuit
against  Mr.  Wright,  American  Leisure,  Inc.  and several other entities. The
gravamen  of  the  initial  complaint  is  that the Smee Entities made financial
advances  to  Wright  with  some  expectation  of participation in a Wright real
estate  enterprise.  In  general,  the suit requests either a return of the Smee
Entities' alleged advances of $500,000 or an undefined ownership interest in one

                                      -22-
<PAGE>

or  more  of  the  defendant  entities.  Mr. Wright, American Leisure, Inc., and
Inversora  Tetuan,  S.A.,  have filed a counterclaim and cross complaint against
the Smee Entities and Mr. Smee denying the claims and such damages in the amount
of $10 million. If the court rules that Mr. Wright is liable under his guarantee
of  an  American  Leisure,  Inc.  obligation to Smee, it is believed that such a
ruling  would not directly affect American Leisure Holdings, Inc. The litigation
is  in  the  discovery  phase  and  is not currently set for trial. We have been
advised  by our attorneys in this matter that Mr. Wright's position on the facts
and  the  law  is  stronger  than  the  positions asserted by the Smee Entities.

In  March  2004,  Manuel Sanchez and Luis Vanegas as plaintiffs filed a lawsuit,
Case No. 04-4549 CA 09, in the Circuit Court of the Eleventh Judicial Circuit in
and  for  Miami  Dade  County, Florida which includes American Leisure Holdings,
Inc.,  Hickory  Travel Systems, Inc., Malcolm J. Wright and L. William Chiles as
defendants.  They are claiming securities fraud, violation of Florida Securities
and  Investor  Protection  Act, breach of their employment contracts, and claims
for  fraudulent  inducement.  We and the other defendants have denied all claims
and have a counterclaim against Manuel Sanchez and Luis Vanegas for damages. The
litigation  will  shortly enter the discovery phase and is not currently set for
trial.  We  believe  that  Manuel  Sanchez' and Luis Vanegas' claims are without
merit  and the claims are not material to us. We intend to vigorously defend the
lawsuit.

In  February 2003, American Leisure, Inc. and Malcolm J. Wright were joined in a
lawsuit  captioned as Howard C. Warren v. Travelbyus, Inc., William Kerby, David
Doerge,  DCM/Funding  III,  LLC,  and  Balis,  Lewittes and Coleman, Inc. in the
Circuit Court of Cook County, Illinois, Law Division, which purported to state a
claim  against  us  as  a  "joint  venturer"  with  the  primary defendants. The
plaintiff  alleged  damages  in an amount of $5,557,195.70. On November 4, 2004,
the  plaintiff moved to voluntarily dismiss its claim against us. Pursuant to an
order  granting the voluntary dismissal, the plaintiff had one (1) year from the
date  of  entry of such order to seek to reinstate its claims, which claims were
not  restated  by  such  deadline.

In  early  May  2004,  Around  The  World Travel, Inc., of which we subsequently
purchased  substantially  all  of  the assets, filed a lawsuit in the Miami-Dade
Florida  Circuit  Court  against Seamless Technologies, Inc. and e-TraveLeaders,
Inc.  alleging  breach  of  contract  and  seeking relief that includes monetary
damages  and termination of the contracts. We were granted leave to intervene as
plaintiffs in the original lawsuits against Seamless and e-TraveLeaders. On June
28,  2004,  the  above  named  defendants  brought suit against Around The World
Travel  and  American  Leisure  Holdings,  Inc.  in  an  action  styled Seamless
Technologies,  Inc.  et  al.  v.  Keith  St. Clair et al. This suit alleges that
Around  The  World  Travel  has  breached  the  contracts and also that American
Leisure  Holdings,  Inc.  and  Around The World Travel's Chief Executive Officer
were complicit with certain officers and directors of Around The World Travel in
securing  ownership  of  certain assets for American Leisure Holdings, Inc. that
were  alleged  to  have been a business opportunity for Around The World Travel.

This  lawsuit  involves  allegations  of  fraud  against  Malcolm J. Wright. The
lawsuit  filed  by  Seamless  has been abated and consolidated with the original
lawsuit  filed  by  Around  The  World  Travel.  In  a related matter, Seamless'
attorneys  brought  another action entitled Peter Hairston v. Keith St. Clair et
al.  This suit mimics the misappropriation of business opportunity claim, but it
is  framed  within  a  shareholder  derivative action. The relief sought against
American  Leisure Holdings, Inc. includes monetary damages and litigation costs.
We  intend  to vigorously support the original litigation filed against Seamless
and  defend  the  counterclaim  and allegations against us. In June of 2005, the
court  dismissed certain claims of tortious interference against the Company and
Malcolm  J.  Wright and provided Seamless with leave to amend all of their other
claims  with specificity. In addition, the court dismissed a claim of conspiracy
and  a  demand for judgment.  As of January 18, 2006, the Defendants filed their
amended  answer  and amended counterclaim.  The Company's attorneys have filed a

                                      -23-
<PAGE>

comprehensive  reply seeking to dismiss the counterclaim against the Company and
Mr.  Wright.

On May 4, 2005, Simon Hassine, along with members of his family, filed a lawsuit
against  us  and  Around  The  World Travel in the Circuit Court of Dade County,
Florida,  Civil  Division, Case Number 05-09137CA. The plaintiffs are the former
majority  shareholders  of  Around  The World Travel. The plaintiffs allege that
that  they  have not been paid for i) a subordinated promissory note owed by AWT
in  the  principal  amount  of  $3,550,000 plus interest on such note which they
allege  was  issued  to them by Around The World Travel in connection with their
sale  of  88% of the common stock in Around The World Travel to Around The World
Holdings,  LLC; and ii) subordinated undistributed retained earnings and accrued
bonuses  in an aggregate amount of $1,108,806 which they allege were due to them
as  part  of  the  sale to Around The World Holdings, LLC. The plaintiffs allege
that  the  note  was issued to them net of $450,000 of preferred stock of Around
The  World  Travel  that  they  further  allege they never received. Despite the
absence  of any executed agreements, the plaintiffs also allege that in December
2004 they entered into a settlement agreement with the Company regarding some of
these  matters.  The  plaintiffs  are  pursuing a claim of breach of the alleged
settlement agreement with damages in excess of $1,000,000, interest and costs as
well as performance under the alleged settlement agreement.  The Plaintiffs also
seek  a  declaratory  judgment  that  they  are  not bound by a provision in the
underlying  documents  on  which  they  rely that their action is barred by said
provision.  In  the  alternative,  the  Plaintiffs  seek  a  ruling  that  the
promissory  note,  undistributed  retained  earnings and accrued bonuses are not
subordinated to the Galileo Debt.  The suit seeks full payment of the promissory
note,  undistributed  retained  earnings  and  accrued  bonuses plus prejudgment
interest,  stated  interest  on  the note, costs and reasonable attorney's fees.
Despite the absence of any executed agreements, the plaintiffs are also pursuing
a claim for breach of contract regarding the preferred stock of Around The World
Travel and seeking $450,000 plus interest, costs and reasonable attorney's fees.
The  plaintiffs  are  also  pursuing claims of fraudulent transfer regarding our
acquisition  of  interests in the debt and equity of Around The World Travel and
seeking  unspecified  amounts.  We  intend  to vigorously defend the lawsuit. We
filed  various  motions  including  a  motion  to  dismiss  the complaint in its
entirety  as  against  us  and  Malcolm  J.  Wright  due  to  the failure by the
plaintiffs  to  comply  with a provision in the underlying documents that grants
exclusive  jurisdiction to the courts located in Cook County, Illinois; a motion
to  disqualify,  based  upon  an alleged conflict of interest by the plaintiff's
attorneys.  A  hearing on the case has been postponed to a to be determined date
later  in  2006 due to a declared conflict of interest held by the sitting judge
who has recused herself as a result of the potential for a conflict of interest.

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

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



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

We did not submit any matters to a vote of security holders during the fourth
quarter of 2005.

                                      -24-
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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



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

December 31, 2005   $        1.50    $          0.86
September 30, 2005  $        1.50    $          0.76
June 30, 2005       $        3.00    $          1.50



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

December 31, 2004   $        1.50    $          1.25
September 30, 2004  $        2.02    $          1.30
June 30, 2004       $        2.00    $          0.45

(1) Our common stock was de-listed from the OTCBB during the period from May 21,
2004  to  January  26,  2005,  as  a  result  of  one delinquent filing with the
Commission.  Our  common stock was cleared for quotation on the OTCBB on January
26,  2005. As of December 31, 2005, the Company had approximately 326 holders of
record  of  its common stock. The number of holders of the common stock includes
nominees  of  various  depository trust accounts for an undeterminable number of
individual  stockholders.

DIVIDEND POLICY

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

Cumulative  dividends  on  our  issued and outstanding Series A preferred stock,
Series  B preferred stock, Series C preferred stock and Series E preferred stock
accrue at a rate of $1.20, $12.00, $4.00, and $4.00, respectively, per share per
annum, payable in preference and priority to any payment of any cash dividend on
our  common  stock.  We  have authorized Series F preferred stock, which accrues
dividends  at  a  rate  of  $1.00 per share per annum, payable in preference and
priority  to  any  payment  of any cash dividend on our common stock; however no
shares  of  Series F preferred stock are currently outstanding. Dividends on our
preferred stock accrue from the date on which such shares of preferred stock are
issued  and  outstanding and thereafter from day to day whether or not earned or
declared and whether or not there exists profits, surplus or other funds legally
available for the payment of dividends. We may authorize and/or issue additional
shares  of preferred stock with dividends rights that are superior to our common
stock.  We  have  never  paid any cash dividends on our preferred stock. We have
never paid any cash dividends on our preferred stock. We will be required to pay
accrued  dividends on our preferred stock before we can pay any dividends on our
common  stock.

                                      -25-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES

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

On  December  28,  2005  we  granted  warrants  to  Malcolm J. Wright, our Chief
Executive Officer and Director, to purchase 2,008,500 shares of our common stock
at an exercise price of $1.02 per share. We issued the warrants to Mr. Wright as
consideration  for  his  personal  guarantee regarding the construction and land
loans  with  KeyBank,  N.A.  We claim an exemption from registration afforded by
Section  4(2)  of  the  Act  since the foregoing grants did not involve a public
offering,  the  recipient took the warrants for investment and not resale and we
took  appropriate  measures  to  restrict  transfer.

In  December  2005, in connection with the Stanford Credit Facility, the Company
granted  SIBL  and  its  designees  warrants  to  purchase 308,000 shares of the
Company's  common  stock at an exercise price of $5.00 per share and warrants to
purchase  154,000  shares  of the Company's common stock at an exercise price of
$0.001  per  share, which warrants expire five years from their grant date. (The
Stanford  Credit  Facility  and warrants are described in greater detail above).
The  Warrants  have  an exercise price of $1.02 per share. We claim an exemption
from  registration  afforded  by  Section  4(2)  of  the Act since the foregoing
issuance  did not involve a public offering, the recipient took the warrants for
investment and not resale and we took appropriate measures to restrict transfer.

In  December  2005  in  connection  with  their  guaranty of the Stanford Credit
Facility  pursuant  to  the  Irrevocable and Unconditional Guaranty, the Company
agreed  to  issue  an  aggregate  of  405,000 warrants to purchase shares of the
Company's  common  stock  to  certain third party entities. The warrants have an
exercise price of $1.02 and expire 5 years from the expiration date of the third
parties  guaranties.  (the  Stanford  Credit  Facility  and  Irrevocable  and
Unconditional  Guaranty  are  described  in greater detail above).  The Warrants
have  an  exercise  price  of  $1.02  per  share.  We  claim  an  exemption from
registration  afforded  by Section 4(2) of the Act since the foregoing grant did
not  involve  a  public offering, the recipient took the warrants for investment
and  not  resale  and  we  took  appropriate  measures  to  restrict  transfer.

                                Subsequent Events
                                -----------------

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  SIBL  warrants to purchase 154,000 shares of the Company's common stock
at  an  exercise price of $5.00 per share and warrants to purchase 77,000 shares
of  the  Company's  common stock at an exercise price of $0.001 per share, which
warrants  expire  five  years from their grant date.  We claim an exemption from
registration  afforded  by  Section 4(2) of the Act since the foregoing issuance
did  not  involve  a  public  offering,  the  recipient  took  the  warrants for
investment and not resale and we took appropriate measures to restrict transfer.

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  warrants to four separate affiliates of SIBL entitling them to purchase
an  aggregate  of  154,000  shares  of the Company's common stock at an exercise
price  of  $5.00  per  share and 77,000 shares at an exercise price of $.001 per
share.  The  warrants have a term of five years and are immediately exercisable.
The  warrants  have  an exercise price of $1.02 per share. We claim an exemption
from  registration afforded by Section 4(2) of the Act since the foregoing grant
did  not  involve  a  public  offering,  the  recipient  took  the  warrants for
investment and not resale and we took appropriate measures to restrict transfer.

In  January 2006, in connection with Mr. Wright's guarantee of the Amended Note,
the  Company  agreed  to grant Mr. Wright warrants to purchase 240,000 shares of
the Company's common stock at an exercise price of $1.02 per share. The warrants

                                      -26-
<PAGE>

are  being granted pursuant to an existing agreement between the Company and Mr.
Wright  and  expire  5  years  from  the  expiration  date of the guarantees. In
addition,  the Company has agreed to register the shares underlying the warrants
granted  to Mr. Wright on its next registration statement.  The Warrants have an
exercise  price  of  $1.02  per  share.  We claim an exemption from registration
afforded  by Section 4(2) of the Act since the foregoing grant did not involve a
public  offering,  the recipient took the warrants for investment and not resale
and  we  took  appropriate  measures  to  restrict  transfer.

In  March  2006,  we  agreed  to  grant 100,000 warrants to our General Counsel,
Executive  Vice  President  and  Secretary, Michael Crosbie in consideration for
accepting  his  position  as  General  Counsel to the Company and services to be
rendered  to  the Company, of which 50,000 warrants vested immediately, with the
remaining  50,000  vesting  over  the next two years of employment. The Warrants
have  an  exercise  price  of  $1.02  per  share.  We  claim  an  exemption from
registration  afforded  by Section 4(2) of the Act since the foregoing grant did
not  involve  a  public offering, the recipient took the warrants for investment
and  not  resale  and  we  took  appropriate  measures  to  restrict  transfer.

In  March  2006,  we  appointed  Jeffrey  Scott  as  President  of  Hickory.  In
connection  with  Mr. Scott's appointment and continued employment, we agreed to
grant  him  warrants  to  purchase 100,000 shares of the Company's common stock.
The  warrants have an exercise price of $5.00 per share.  One half, or 50,000 of
Mr. Scott's warrants vested on March 2, 2006, with the remaining 50,000 warrants
vesting  as  follows,  25,000 warrants on March 2, 2007 and the remaining 25,000
warrants  on  March 2, 2008, assuming Mr. Scott is still employed by the Company
on  those  dates.  The  Company will rely on the exemption from registration set
forth  in  Section  4(2) of the Act in issuing these warrants as the issuance of
these  securities will not involve a public offering, the recipient acquired the
warrants  for investment purposes and the Company will take appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuances  and  no  underwriting  discounts  were  paid  by  the  Company.

On  March  23,  2006,  and  effective  as of December 30, 2005, we purchased the
minority  interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the
"Minority  Interest")  from  Harborage  Leasing  Corporation ("Harborage").  The
purchase price of the Minority Interest from Harborage was a promissory note for
$1,411,705  ("Harborage  Note");  the right to receive, without payment, two (2)
three-bedroom  condominium  units to be constructed in Phase 2 of the Tierra Del
Sol  Resort,  or  in  the  event  title  to  both such units is not delivered by
December  31,  2007, then, in lieu thereof, payment of $500,000.00 for each such
unit  that  is  not  transferred  by  such date; 197,000 shares of the Company's
common stock; and warrants to acquire 300,000 additional shares of the Company's
common  stock at a price of $5.00 per share.  The warrants expire if unexercised
five  (5)  years  from  their  date  of  grant.  Pursuant  to the Stock Purchase
Agreement,  Harborage  has the right to require the Company to purchase all or a
portion of the Harborage 197,000 shares at $5.00 per share, for sixty (60) days,
beginning  January 1, 2007 (the "Put Option").  The Put Option will no longer be
in  effect  provided  that  both of the following events occur: (i) Harborage is
able  to  sell  the  Harborage  Shares  pursuant  to  an  effective Registration
Statement  under the Securities Act of 1933 (the "Act"), or pursuant to Rule 144
of the Act; and after the fulfillment of (i) above, the average closing price of
the  Company  on  the  Over-The-Counter  Bulletin Board or principal exchange on
which  the  Company's  common  stock  then trades, exceeds $5.00 per share for a
period  of  thirty  (30)  consecutive  days.  The  Harborage Note and shares are
guaranteed  by  Malcolm  J.  Wright,  the  Company's Chief Executive Officer and
Chairman,  for  which  he received a guaranty fee equal to three percent (3%)_of
the  amount  guaranteed.  The Company paid this fee through the grant of 102,351
warrants  to  purchase shares of the Company's common stock at an exercise price
of  $1.02 per share. These warrants will expire 5 years from the expiration date
of  the  guaranty.

                                      -27-
<PAGE>

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

OVERVIEW

We  are  developing  an  organization that will provide, on an integrated basis,
travel  services,  travel distribution as well as development, sales, management
and  rentals of destination resorts. To that end we have acquired or established
businesses  that  manage  and  distribute travel services, develop vacation home
ownership  and travel destination resorts and develop and operate affinity-based
clubs.  The  continuing  trend  in the travel industry is towards consolidation,
which  has  caused  us to seek to create a vertically integrated travel services
organization  that  provides comprehensive services to our clients and generates
revenue  from  several  sources.  We believe that we have a synergistic strategy
that involves using our travel distribution, fulfillment and management services
to  provide  consumer  bookings  at  our  planned  resorts,  selling and renting
vacation  homes  that  we  plan  to  manage at these resorts, and fulfilling the
travel  service  needs  of  our  affinity-based  travel clubs. We also own a 49%
interest  in  a  call  center  in  Antigua-Barbuda.

Malcolm  J.  Wright,  our  Chief  Executive  Officer and Chairman and one of our
founders,  has  successfully  developed  vacation  properties  in Europe. We are
currently  developing our first luxury vacation home and destination resort, The
Sonesta  Orlando Resort at Tierra Del Sol and relying on Mr. Wright's experience
to  do  so.  This  resort is currently planned to include 540 town homes and 432
condominiums.  As  of  December  31,  2005,  we  have  pre-sold  673 town homes,
resulting  in  over $234,000,000 in gross contract value. In June 2005, we began
the  earth moving and clearing process on the land for the resort. We anticipate
commencing  the  delivery  of  the town home units in October 2006, with all 540
units planned to be finished during the summer of 2007. We anticipate completing
the  construction  of  the  first  condominium units in March 2007, with all 452
units planned to be finished during the winter of 2007. Upon completion of these
units,  we will offer our management services to certain qualified purchasers to
permit  them  to  voluntarily include their qualifying units in a rental program
that  our  subsidiary  Wright  Resort  Villas  &  Hotels,  Inc. will operate. In
addition,  we  will  retain  a  45-day, right of first refusal to repurchase the
units  in  the  resort  that  become  available  for  resale.

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

In  October 2003, we acquired a 50.83% interest in Hickory.  Hickory is a travel
management  service organization that primarily serves its network/consortium of
approximately  160  well-established  travel  agency  members, comprised of over
3,000  travel  agents  worldwide  that  focus  on corporate travel. The services
provided  by  Hickory  include a 24-hour reservation service, international rate
desk services, discount hotel programs, preferred supplier discounts, commission
enhancement  programs  and  marketing  services.  Additionally,  we  may acquire
additional  travel  agencies  in  the  future so that we can compete for greater
volume  buying  discounts  and market share. We view the members of Hickory as a
resource  for  future  acquisitions  of  viable  travel  agencies.

We  are  integrating  the administrative operations of Hickory and TraveLeaders.
The integration process has been slower than we anticipated because it has taken
us  longer than expected to identify those operations that could be consolidated

                                      -28-
<PAGE>

and  determine the allocation and re-assignment of the personnel best suited for
the  consolidated  enterprise; however, we expect such integration process to be
completed  in  fiscal  2006.  In addition, time has been required to analyze and
determine  the  impact,  if  any,  of certain litigation commenced by Around The
World  Travel  regarding  its  contracts  with  Seamless  Technologies, Inc. and
others,  as discussed in "Item 3. Legal Proceedings." As such, expenditures have
been  higher  than  anticipated.

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

In  December  2004,  we  entered  into a joint venture with IMA Antigua, Ltd. to
operate  a  call  center  that  we  own located in Antigua. The joint venture is
operated  through  Caribbean  Media Group, Ltd. We own 49% of this joint venture
company.  Our  co-venturer,  IMA,  Ltd.  owns the remaining 51%. The call center
provides in-bound and out-bound traffic for customer service, customer retention
and  accounts  receivable  management.  The  clients of the call center are well
known  national businesses with well-established credit and operational systems.
During  the first quarter of 2005, we generated approximately 43% of our revenue
from  the  sale  of  land  held  for development in Davenport, Florida. For that
period, we also recognized revenue from fees derived from Hickory's services and
our  affinity-based  travel  clubs  as  well  as  revenue from the operations of
TraveLeaders.

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

We  are  currently generating modest revenues from our call center joint venture
in  Antigua.  We  expect  revenues  from  our call center operations to increase
throughout  the  year  based  on existing contracts with major clients that will
require  an  increase in the number of seats in the first and second quarters of
2006.

As  discussed  in "Liquidity and Capital Resources," the capital requirement for
the first phase of the resort is approximately $135,500,000, of which $8,000,000
will  be for the resort amenities, $64,000,000 will be for vertical construction
on  294  units  and  $49,500,000  will be for other costs such as contingencies,
closing  costs  and  soft  costs  such  as architectural, engineering, and legal
costs.  An  additional  approximate  amount  of $14,000,000 will be expended for
horizontal  construction  costs  which  include all of Phase I requirements plus
most  of  the  infrastructure  requirements for the entire Project.  On or about
December  29,  2005 we closed on $54.85 million of senior debt to be used in the
development  of  The  Sonesta  Orlando Resort at Tierra Del Sol (the "Project").
KeyBank,  N.A.  is  the lender of two credit facilities for the benefit of AMLH.
The  first  is  a  land  loan  in the amount of $14,850,000, which is secured by
Project  land  that  is  dedicated  to  specific phases of the development.  The
second  is  a  $40,000,000 revolving construction loan, for up to $72,550,000 in
funding  that  will  fund  the  development  and construction for Phase 1 of the
Resort.  Both  loans are part of a comprehensive finance plan from KeyBank, N.A.

                                      -29-
<PAGE>

who  had the underwriting role in the sale of the Community Development District
Bonds.  Financing  for  the  balance  of  the development budget, which includes
infrastructure,  retention,  roads and green space of approximately $26,000,000,
was through the sale of Westridge Community Development District bonds which was
completed  on  December  29, 2005 as described above. In June 2005, we began the
earth  moving  and  clearing process on the land for the resort and we expect to
begin  the  vertical  construction  in  approximately  May  2006.

RECENT EVENTS

On  December  30, 2005 we closed on $54,850,000 in senior debt to be used in the
development  of  The  Sonesta  Orlando Resort at Tierra Del Sol (the "Project").
KeyBank,  N.A.  is  the lender of two credit facilities for the benefit of AMLH.
The  first  is  a  land  loan  in the amount of $14,850,000, which is secured by
Project  land  that  is  dedicated  to  specific phases of the development.  The
second  is  a  $40,000,000 revolving construction loan, which will provide up to
$72,550,000  in  funding,  which  will fund the development and construction for
Phase  1  of  the  Resort.  Phase  1 consists of 114 town homes and 180 mid-rise
condominiums  in a luxury vacation home resort community. Both loans are part of
a  comprehensive  finance  plan  for  the  development  of the Project that also
includes  funding  in  the  amount  of  $25,825,000 from the Westridge Community
Development District ("CDD"). The Westridge Community Development District, is a
special  purpose  taxing  district  formed  for  the  purpose  of  financing the
installation  of  vital  public  services  such  as  water supply and retention,
sanitary  and  storm water sewer systems, roadways and the landscaping attendant
to  those  uses.  The  CDD  supports these initiatives, through the provision of
capital and maintenance, via a tax upon the property owners of the district that
utilizes a low finance rate (5.8% per annum) and a long-term amortization of the
capital  costs  (30  years).  The first phase of site work, at an estimated cost
exceeding  $19  million,  will  be  funded by the CDD via the sale by the CDD of
bonds  issued  on a non-recourse basis to the Company ("CDD Bonds"). The CDD was
initially  created by the Company in September 2003 and enabled by an order of a
Florida  State  District  Court.  The CDD Bond issue was underwritten by KeyBanc
Capital Markets Group in the amount of $25,825,000.   The first issue of the CDD
Bonds were successfully sold and closed simultaneous with the closing of the Key
Bank  senior  debt  facilities.

On  December  30,  2005, we paid off two notes (payable to third parties) in the
aggregate  amount of $7,862,250 that matured on March 31, 2005 and were extended
through  the  date  of  the  closing of the credit facilities from KeyBank, N.A.

On  or  about  November  14,  2005, the Company and ALEC asserted certain claims
against  AWT  with respect to the alleged breach of the Asset Purchase Agreement
and  a  Management Agreement (the "Management Agreement"). The claimed breach of
the Management Agreement was the failure of AWT to pay withholding taxes for its
employees  to  the  Internal  Revenue  Service.  After  negotiations  among  the
parties,  the  parties  agreed to settle the claims made by the Company and ALEC
regarding  the  Asset  Purchase  Agreement pursuant to the terms of a Settlement
Agreement  entered  into  on February 24, 2006, and effective as of December 31,
2005  (the  "Settlement  Agreement").  The  claimed  breach  of  the  Management
Agreement  remains unsettled pending the good faith efforts of AWT to completely
fund  its  tax  deposit  obligations.

The  Settlement  Agreement  provides  that  the purchase price under the Amended
Purchase  Agreement  will be reduced from $17,500,000 to $9,000,000. The parties
agreed  to  implement  the  reduction  of  the purchase price by eliminating the
remaining balance of the Purchaser Note (which had a balance of $5,297,788 as of
December  31,  2005) and by establishing an obligation of AWT to pay to ALEC the
amount  of $3,185,548 as of December 31, 2005. This amount is payable on demand.

Under the terms of the Settlement Agreement, the Company, ALEC and AWT agreed to
release each other (and their respective officers and directors) from all claims
based  upon  the  Asset  Purchase  Agreement. Additionally, the parties agree to

                                      -30-
<PAGE>

waive  any  right  to indemnity or contribution which they may have against each
other (and their respective officers and directors) for any liability which they
might incur to certain plaintiff's in certain pending litigation including Simon
Hassine  and  Seamless Technologies, provided that the waiver does not cover any
liability  incurred  by  the releasing party which is attributable to any act or
omission  of  the  released party which constitutes bad faith or is not known to
the  releasing  party.

On  December  28,  2005,  the  Company  completed  the  sale  of 41 acres of its
development  property  located  in Polk County, Florida (adjacent to the Sonesta
Resort property) for $8,000,000 and realized a profit of $3,334,774 on the sale.
The sale was brokered through American Leisure Real Estate Group, Inc, an entity
controlled  by  Malcolm  J.  Wright,  the  Company's Chief Executive Officer and
Chairman;  the  broker  commission  on  the  sale  amounted to $400,000, and the
Company  therefore  received  net  profits  of  $2,934,774, of which $1,823,000
was due to the Company as of December 31, 2005.

On  December  31, 2005, the Company acquired the minority interest of Tierra Del
Sol (the "Minority Interest") in connection with the entry into a Stock Purchase
Agreement  with  Harborage  Leasing  Corporation  ("Harborage").  The  Minority
Interest  was  purchased  from  Harborage  for a promissory note for $1,432,046,
which  is  due  on  July  1, 2006, and which bears interest at 12% per year (the
"Harborage  Note"); two (2) three-bedroom condominium units to be constructed in
Phase  2  of  the  Sonesta  Resort,  which  are  to be delivered to Harborage by
December  31,  2007  (or if such units are not available, $500,000 for each such
unit  not  transferred  by  December  31, 2007); 197,000 shares of the Company's
restricted  common  stock  (the  "Harborage  Shares")  and  warrants to purchase
300,000  shares  of  common  stock  at an exercise price of $5.00 per share. The
warrants  expire  if  unexercised  five  (5)  years  from  their  date of grant.
Pursuant to the Stock Purchase Agreement, Harborage has the right to require the
Company  to  purchase  all or a portion of the Harborage 197,000 shares at $5.00
per  share,  for  sixty (60) days, beginning January 1, 2007 (the "Put Option").
The  Put  Option will no longer be in effect provided that both of the following
events  occur: (i) Harborage is able to sell the Harborage Shares pursuant to an
effective  Registration  Statement under the Securities Act of 1933 (the "Act"),
or  pursuant to Rule 144 of the Act; and after the fulfillment of (i) above, the
average  closing  price of the Company on the Over-The-Counter Bulletin Board or
principal  exchange  on  which  the  Company's common stock then trades, exceeds
$5.00  per  share  for  a period of thirty (30) consecutive days.  The Harborage
Note  and  shares  are  guaranteed  by  Malcolm  J.  Wright, the Company's Chief
Executive  Officer  and  Director, for which he received a guaranty fee equal to
three  percent  (3%) of the amount guaranteed. The Company paid this fee through
the  grant  of 102,351 warrants to purchase shares of the Company's common stock
at an exercise price of $1.02 per share. These warrants will expire 5 years from
the  expiration  date  of  the  guaranty.

On January 9, 2006, with an effective date of June 14, 2002, the Company entered
into an Amended Debt Guarantor Agreement ("Amended Debt Agreement") with Malcolm
J.  Wright,  its  Chief  Executive Officer and Chairman and L. William Chiles, a
Director of the Company (collectively, Mr. Wright and Mr. Chiles are referred to
herein as the "Guarantors"). Pursuant to the Amended Debt Agreement, the Company
and  the  Guarantors  agreed  to  amend  the  terms  of the prior Debt Guarantor
Agreement  entered  into  between  the  parties.  The  original  Debt  Guarantor
Agreement  provided for the Guarantors to receive warrants to purchase shares of
the  Company's  common  stock at $2.96 per share in an amount equal to 3% of any
Company  indebtedness that they personally guarantee. The Amended Debt Agreement
decreased the exercise price of the warrants to be issued in connection with any
of  the  Guarantor's  guarantees  to $1.02 per share (the "Guarantor Warrants").
Under  the  Amended  Debt  Agreement,  the warrants issued to the Guarantors are
exercisable until five years after the date the Guarantor is no longer obligated
to  personally  guarantee  such  Company  indebtedness.

                                      -31-
<PAGE>

Additionally,  under  the  Amended  Debt Agreement, the fee which the Guarantors

receive  for  a  pledge  of  personally  owned  collateral  to  secure  Company
indebtedness was increased from 1% of such total indebtedness guaranteed (as was
provided under the original Debt Guarantor Agreement), to 2% of the total amount
of  indebtedness  guaranteed.  The 2% fee is paid to the Guarantors in Guarantor
Warrants  with  the  same  terms  and  conditions  as  provided  above.

We  also  entered  into  a  Third Party Debt Guarantor Agreement (the "3rd Party
Guarantor  Agreement")  on  March  20,  2006, with an effective date of June 14,
2002,  which  provided  for  fees  identical  to those which are provided to Mr.
Wright  and  Mr. Chiles pursuant to the Amended Debt Agreement, described above,
to  be  issued  to  certain  third parties who guarantee the indebtedness of the
Company.

As  of  the  date  of  this  filing,  the  Company  anticipates  using  "Resorts
Construction  LLC,"  to  construct  and  develop  part of the Sonesta Resort and
properties  ("Resorts  Construction").  It  is  anticipated  that  Resorts
Construction  will  be  40.5%  owned  by  Malcolm J. Wright, the Company's Chief
Executive  Officer  and  Chairman.  It  is  also  anticipated that the yet to be
signed  construction contract with Resorts Construction will provide significant
construction  savings over the PCL contract described in detail above under "PCL
Construction  Guarantee  and  Loan,"  Under  "Item  1. Description of Business,"
above.

KNOWN TRENDS, EVENTS, AND UNCERTAINTIES

We  expect  to  experience  seasonal  fluctuations in our gross revenues and net
earnings  due  to  higher  sales volume during peak periods. Advertising revenue
from  the  publication  of  books  by  Hickory  that  list hotel availability is
recognized  either  when  the books are published (December) or on a performance
basis  throughout the year, depending on the contractual terms. This seasonality
may  cause  significant  fluctuations in our quarterly operating results and our
cash  flows.  In  addition, other material fluctuations in operating results may
occur  due  to  the  timing of development of resort projects and our use of the
completed  contracts  method  of  accounting  with respect thereto. Furthermore,
costs  associated  with  the  acquisition  and  development of vacation resorts,
including  carrying  costs  such  as  interest  and  taxes,  are  capitalized as
inventory  and  will  be allocated to cost of real estate sold as the respective
revenues  are  recognized. We intend to continue to invest in projects that will
require  substantial  development  and  significant  amounts  of capital funding
during  2006  and  in  the  years  ahead.

CRITICAL ACCOUNTING ESTIMATES

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

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

                                      -32-
<PAGE>

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

We  have  incurred losses during the development stage during our existence, and
we have negative retained earnings. We had an accumulated deficit of $13,499,420
at  December  31,  2005.  We expect our travel operations through the end of the
current  fiscal  year  to  require  additional  working capital of approximately
$2,000,000  and  Hickory  to  require  approximately $500,000 in working capital
during  the  next  twelve months. If we are unable to obtain these funds, we may
have to curtail or delay our travel business plan. In addition to our ability to
raise  additional capital, our continuation as a going concern also depends upon
our  ability  to  generate sufficient cash flow to conduct our operations. If we
are  unable  to  raise  additional  capital  or generate sufficient cash flow to
conduct  our  Travel  Division operations and/or to complete the construction of
our  planned  vacation  homes,  we  may  be required to delay the acquisition of
additional  travel agencies and restructure or refinance all or a portion of our
outstanding  debt.  The  accompanying  financial  statements  do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

                               REVENUE RECOGNITION
                               -------------------

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

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

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

We  have  entered  into  673  pre-construction  sales contracts for units in The
Sonesta  Orlando  Resort at Tierra Del Sol. We will recognize revenue when title
is  transferred  to  the  buyer.

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

                                    GOODWILL
                                    --------

We  adopted  the  provisions  of  Statement  of  Financial  Accounting Standards
("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  Assets."  This statement
requires that goodwill and intangible assets deemed to have indefinite lives not
be  amortized,  but  rather  be  tested  for  impairment  on  an  annual  basis.
Finite-lived  intangible  assets  are required to be amortized over their useful
lives  and are subject to impairment evaluation under the provisions of SFAS No.
144.  In  2004,  we  recorded  an  impairment  of  $1,500,000  related  to  the
acquisition of the TraveLeaders assets in December 2004, based on our payment of

                                      -33-
<PAGE>

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

RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 COMPARED TO
FISCAL YEAR ENDED DECEMBER 31, 2004

We  had  revenues of $19,381,284 for the fiscal year ended December 31, 2005, as
compared  to revenues of $6,419,320 for the fiscal year ended December 31, 2004,
which  represents  a  $12,961,964 increase in revenue from the prior period. The
increase  in revenue was due to increased revenue due to our sale of 41 acres of
property  in  December  2005,  located  in Polk County, Florida (adjacent to the
Sonesta  Resort  property) for $8,000,000 and a profit of $3,324,736, as well as
the  sale  of  13.5  acres of undeveloped property for approximately $4,000,0000
during  the  year  ended  December  31,  2005.

Revenues of $19,381,284 for the fiscal year ended December  31,  2005,  included
operating revenues of $7,361,284 and undeveloped land sales of $12,020,000.

We had cost of undeveloped land sales of $8,122,562 as  of  December  31,  2005,
compared to cost of undeveloped land sales of $-0- as of December 31, 2004.

We  had  total  operating  expenses  of  $19,892,825  for  the fiscal year ended
December  31,  2005,  as compared to total operating expenses of $10,629,069 for
the  fiscal  year  ended  December  31,  2004,  which represented an increase of
$9,263,756 or 87.2% from the prior period. Total operating expenses for the year
ended  December  31, 2005, included depreciation and amortization of $1,476,326,
an  increase  of  $813,791  or  122.8% compared to depreciation and amortization
expense  for  the prior year of $662,535 and general and administrative expenses
of  $5,136,413,  an  increase  of  $862,770  or  20.2%  from  the  prior period.
Additionally, although there was a goodwill impairment expense of $1,500,000 for
the  year  ended December 31, 2004, there was no such expense for the year ended
December  31,  2005. The increase in general and administrative expenses was due
to  increased  professional  fees  and  increased  travel and insurance expenses
during the year ended December 31, 2005, compared to the year ended December 31,
2004.  These  increased  professional  fees  were  due to increased fees paid to
independent contractors at American Travel and Marketing Group, Inc., legal fees
in  connection  with  the  Sonesta  resort,  Reedy  Creek  Property  and KeyBank
closings,  as  well  as the Company's SEC filings. The increased travel expenses
were  attributable  to  increased  costs  associated with the travel by American
Travel  and  Marketing  Group,  Inc.  and  Comtech  Fibernet,  Inc.,  as well as
increased travel expenses due to Caribbean Leisure Marketing, Inc.'s supervision
of the Antiguan call center which was launched in January 2005. Also attributing
to  the  increase  in  travel expenses was increased travel due to the Company's
operations  of  AWT.

We  had a loss from operations of $511,541 for the year ended December 31, 2005,
compared to a loss from operations of $4,209,749 for the year ended December 31,
2004,  a decrease of $3,698,208 or 87.8% from the prior period.  The decrease in
loss  from  operations was associated with increased revenues and profits in the
travel  division  and  the  profits from the sale of two properties during 2005.

We  had  interest  expense  of  $3,317,033 for the year ended December 31, 2005,
compared  to  interest expense of $736,798 for the year ended December 31, 2004,
an  increase  of  $2,580,235  or  350%  from the prior period.  This increase in
interest  expense  was  mainly attributable to interest on the credit facilities

                                      -34-
<PAGE>

provided  by Stanford, which are described in greater detail below, which credit
facilities were received towards the end of the year ended December 31, 2004 and
during  the  year ended December 31, 2005 and amortization of deferred financing
costs  related  to  the  aforementioned  credit  facilities.

We  had  $-0-  of  unrealized  loss  on marketable securities for the year ended
December  31,  2005,  compared  to  $2,185,278  of unrealized loss on marketable
securities  for  the  year ended December 31, 2004, which was due to a loss of $
2,185,278  on  the  write  down of acquiring Around The World Travel's preferred
stock  in  April  2004.

We  had $-0- of minority interest for the year ended December 31, 2005, compared
to  $510,348 of minority interests for the year ended December 31, 2004.  We own
50.83%  of Hickory, with the minority interests owning the remaining 49.17%.  In
the  event  Hickory  generates net profits, as it did in 2003, it is required to
reserve  and  allocate  such  profits to the minority shareholders, in the event
Hickory  incurs  operating  losses,  as it did in 2004 and 2005, that is not the
case.

We  had ($293,201) of equity in loss from operations of unconsolidated affiliate
during  the  year ended December 31, 2005, compared to $-0- of equity operations
of  unconsolidated  affiliate during the year ended December 31, 2004.  This was
due  to  the  loss  from  certain of our subsidiaries, including Caribbean Media
Group,  Inc.  ("CMG"),  which  we  own  49%  of,  and which runs our call center
operations  in  Antigua;  which like CMG, we own less than 50% of, and which are
therefore  accounted  for  separately  as  unconsolidated  affiliates.  The call
center  commenced  operations in January 2005 and we therefore had no results to
report  in  2004.

We  had  $3,610,234  of  total other expenses during the year ended December 31,
2005, compared to total other expenses of $2,411,728 for the year ended December
31, 2004, an increase of $1,198,506 or 49.7% from the prior period.  Total other
expenses  for the year ended December 31, 2005 included interest expense and the
amortization  of deferred financing costs from the additional notes entered into
in 2005 and late 2004 plus the loss from operations of unconsolidated affiliate,
while  the unrealized loss from marketable securities and the allocated minority
interest  reversal  were  non-reoccurring  2004  events.

We  had  loss  before income taxes of $4,121,775 for the year ended December 31,
2005,  compared  to  a loss before income taxes of $6,621,477 for the year ended
December 31, 2004, a decrease in loss before income taxes of $2,499,702 or 37.8%
from  the  prior  period.

We  had  provision  for  income  taxes of $5,004 for the year ended December 31,
2005,  compared  to  provision  for  income  taxes of $12,824 for the year ended
December  31,  2004, a decrease in provision for income taxes of $7,820 or 61.0%
from  the  prior period.  Provision for income taxes for the year ended December
31,  2005  was  due  to  state  income  tax  due  by  Hickory.

We  had  a net loss of $4,126,779 for the year ended December 31, 2005, compared
to  a  net  loss  of  $6,634,301  for  the  year  ended December 31, 2004, which
represented a decrease in net loss of $2,507,522 or 37.8% from the prior period.
The  decrease  in  net  loss  was  mainly attributable to increased revenues and
profits  in  the travel division and the profits from the sale of two properties
during  2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  total  current  assets  of  $11,054,971  as of December 31, 2005, which
included cash of $225,055, restricted cash of $2,100,000, accounts receivable of
$2,043,141,  other  receivable  of  $6,587,357 and prepaid expenses and other of
$99,418.  This  represented  an  increase  in  total  assets  of $5,054,606 from
December  31,  2004, when total current assets were $6,000,365. The main reasons

                                      -35-
<PAGE>

for the increase in total  current  assets  as  of December 31, 2005, compared
to December 31, 2004, include  a  $2,100,000 increase in restricted cash and a
$6,474,357 increase in other receivables.  Restricted cash consisted
of escrowed deposit funds from  customers as well as funds devoted exclusively
to the development of the Sonesta Resort.

We  had  net property and equipment as of December 31, 2005 of $4,583,853, which
was a decrease of $1,504,647 from net property and equipment of $6,088,500 as of
December 31, 2004.  The decrease in net property and equipment from prior period
was caused by additional depreciation expense and the write-off of some obsolete
assets.

We  had  $34,695,281 of land held for development as of December 31, 2005, which
as  an  increase  in land held for development from $23,448,214 of land held for
development  as  of December 31, 2004. The increase in land held for development
was  due  to  capitalization  of  costs  such  as  interest,  professional fees,
operating expenses on Tierra Del Sol, Inc. until the units at the Sonesta Resort
property  are  completed.  The  $34,695,281  of  land held for development as of
December  31, 2005, represented the total costs capitalized since 2002 including
the  cost  of  the  land.

We had total other assets of $39,589,142 as of December 31, 2005, which included
restricted cash of $11,075,354, prepaid sales commissions of $7,770,949; prepaid
sales  commissions  from  an  affiliated  entity,  Xpress,  Ltd., of $3,516,209;
investment  senior  notes  $5,170,000;  goodwill  of  $5,925,437;  trademark  of
$975,000 and other assets of$5,156,193, which included deferred financing costs,
our  1%  investment  in  Reedy  Creek  Acquisition  Corp.,  member contracts and
customer  lists. Total other assets as of December 31, 2005 were $7,724,240 more
than  total other assets of $31,864,902 as of December 31, 2004. The increase in
other  assets  from  the  prior  period was mainly attributable to a decrease of
$8,500,000 in goodwill from the prior period, which was due to the re-pricing of
the  purchase  of Around The World Travel, Inc., as described above offset by an
increase  in  deferred  financing  costs  related  to  the credit facilities, an
increase in restricted cash to be used for future construction, and the increase
in  prepaid  sales  commissions.  Trademark of $975,000 as of December 31, 2005,
represented the Company's trademark on "Traveleaders." Prepaid sales commissions
are  paid  to  a  sales agent at the point of sale and the agent then executes a
note  indicating  that  if the customer does not ultimately close on the sale of
the  property,  the  agent  will return the advance. One half of the total sales
commissions are paid at the point of sale, with the remaining balance being paid
to  the  agent  at  closing.

We had total assets of $89,923,247 as of December 31, 2005, which included total
current  assets  of  $11,054,971; net property and equipment of $4,583,853; land
held  for  development  of  $34,695,281  and  total other assets of $39,589,142,
compared  to  total assets of $67,401,981 as of December 31, 2004.  The increase
in total assets was mainly due to the increases in total current assets and land
held  for  development  as  described  above.

We  had  total current liabilities of $12,764,605 as of December 31, 2005, which
included  current  maturities of long-term debt and notes payable of $3,652,235;
current  maturities  of  notes  payable-related  parties of $1,650,605; accounts
payable  and  accrued  expenses  of  $3,782,822;  accrued  expenses-officers  of
$3,393,500  and  other  liabilities  of  $285,443.  Accrued  expenses-officers
included $2,700,000 in salaries due to our Chief Executive Officer and Chairman,
Malcolm  J.  Wright, as well as $477,000 in interest due on that amount (accrued
officer and director salaries bear interest at 12% per year, compounded annually
until  paid), and $200,000 due to L. William Chiles, the Chief Executive Officer
of Hickory and our Director, and $16,500 of interest on such salary.  This was a
decrease in current liabilities of $11,083,965 from total current liabilities of
$23,848,570  as  of  December 31, 2004.  The decrease in current liabilities was
mainly  attributable  to  a  decrease  of  $5,953,000  in  current maturities of
long-term  debt  and notes payable; a decrease of $1,836,151 in accounts payable

                                      -36-
<PAGE>

and  accrued  expenses;  a  decrease  of  $2,752,535  in customer deposits and a
decrease  of  $2,047,443  in  other  liabilities.

As  of December 31, 2005, we owed $1,650,605 in connection with notes payable to
related  parties  including  $327,028  owed  to  a  company  controlled  by  our
significant  shareholder,  Roger Maddock, which amount bears interest at 12% per
annum  and  is payable on demand; $232,208 owed to our Director, William Chiles;
$591,500 owed to Charles Sieberling, the Secretary of Hickory, and $178,366 owed
to  our  Chief  Executive  Officer  and  Chairman,  Malcolm  J.  Wright.

We  had total liabilities of $83,704,893 as of December 31, 2005, which included
total  current  liabilities  of $12,764,605; long-term debt and notes payable of
$32,288,920; a put liability related to the purchase of the minority interest in
Tierra  Del  Sol,  Inc.,  and  deposits  on  pre-unit  sales  of  $37,666,368.

We had total working capital deficit of $1,709,634 and a ratio of current assets
to  current  liabilities  of  0.87  as  of  December  31,  2005.

We  had  net  cash flows provided by operating activities of $7,179,347 for the
year  ended  December 31,  2005, which was mainly attributable to an increase in
deposits on unit pre-sales in the Sonesta Resort of $20,997,022; and an increase
in accounts payable and accrued expenses of $6,468,380,  which items were offset
by the following  major  line  items,  net  loss  of  $4,126,779,  increase  in
shareholder advances and notes  payable  of  $71,823;  and  increase in prepaid
commissions of $2,655,267.  The increase in prepaid and other assets was caused
by our settlement of the Around The World Travel, Inc. ("AWT")  Asset  Purchase
Agreement,  described  in  greater detail above, which caused certain funds and
assets that had been remitted to AWT to be treated as receivables.

We  had  total  cash  flows  used  in  investing activities of $14,527,299 as of
December  31, 2005, which was used as follows: $3,185,547 for the acquisition of
the  assets  of  Around The World Travel, Inc.; $175,689 of acquisition of fixed
assets;  $141,400  of  advances  to  Caribbean  Media Group, Inc.; $2,100,000 of
restricted  cash and $7,782,776 of capitalization of real estate carrying costs.
The  $7,782,776  of  capitalized real estate carrying costs are costs related to
the  construction  and  development  of the Sonesta Resort properties, which are
capitalized  until the units are closed (ownership is transferred to the buyer).
Once  the units close, the accumulation of costs related to that particular unit
is  recognized  as  cost  of  goods  sold.

We  had  net  cash  provided  by financing activities of $5,066,783 for the year
ended  December  31,  2005,  which was due to $13,077,538 of proceeds from notes
payable  and  $241,725 of proceeds of notes payable - related parties, which was
offset by $7,308,532 of payment of debt and $943,947 of payments of note payable
-  related  parties.

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

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will be  $135,500,000 of which $ 8,000,000 will be for resort amenities,
$64,000,000  will be for vertical construction on 294 units and $49,500,000 will
be  for  other costs such as contingencies, closing costs and soft costs such as
architectural, engineering, and legal costs. An additional approximate amount of
$14,000,000 will be expended for horizontal construction costs which include all
of  Phase  I  requirements  plus most of the infrastructure requirements for the
entire  Project.  As  of  December  31, 2005, approximately $10,250,376 had been
advanced  to  the  Company  pursuant  to  the  Construction  Loan.

On December 30, 2005, we closed on an aggregate of $54,850,000 in senior debt to
be  used  in  the  development  of The Sonesta Orlando Resort at Tierra Del Sol.
KeyBank,  N.A. is the lender of the senior debt, which was provided to us in the

                                      -37-
<PAGE>

form  of  two  credit  facilities.  The  first  is  a land loan in the amount of
$14,850,000,  which  is  secured  by  Project land that is dedicated to specific
phases  of  the development.  The second is a $40,000,000 revolving construction
loan  that will fund the development and construction for Phase 1 of the Sonesta
Resort.  Both loans are part of a comprehensive finance plan for the development
of  the Project that also includes funding in the amount of $25,825,000 from the
Westridge  Community  Development  District ("CDD"), which bonds will be used to
pay  for  infrastructure facilities for public purposes such as water supply and
retention  systems,  roadways,  green  space  and  nature  recreation  areas. In
addition  to  the  KeyBank  provided senior debt, the Project is also benefiting
from  $25,825,000  in bonds issued by the CDD, a special purpose taxing district
formed  for  the  purpose of financing the installation of vital public services
such  as  water  supply  and  retention, sanitary and storm water sewer systems,
roadways  and  the  landscaping attendant to those uses.  The CDD supports these
initiatives,  through  the  provision of capital and maintenance, via a tax upon
the  property  owners of the district that utilizes a low finance rate (5.8% per
annum)  and  a  long-term  amortization  of  the  capital  costs  (30  years).

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

In  addition,  to  partially  fund  our development costs at The Sonesta Orlando
Resort  at  Tierra  Del  Sol,  we  have  used  cash from buyer's deposits, after
providing the disclosure required by Florida law, on the pre-sold town homes for
which the buyer has waived the requirements to maintain the funds in escrow. The
deposits  on  the  town homes range from 10% to 20% of the purchase price. As of
December  31,  2005, approximately 2% of the buyers of town homes in the Sonesta
Orlando  Resort  have  waived  the  escrow requirement and these funds have been
expended  for  our  project  related  costs.  Our  contract for the condominiums
requires  a  20%  deposit. All of the deposits received on condominium contracts
are  maintained  in escrow. Provided the purchaser has waived escrow, we may use
any  condominium  contract  deposit  in  excess of 10% to fund the hard costs of
construction  of  their  unit.  In the event we post a bond according to Florida
law,  we will also be permitted to use the bonded portion of the deposits on the
condominiums  for  the  projects  development  and  construction  costs.

We believe that the sum of the construction loan and the bond sale proceeds will
provide  sufficient  capital  for  the  construction  of  Phase 1 of The Sonesta
Orlando  Resort  at Tierra Del Sol.  In June 2005, we began the earth moving and
clearing  process  on the land for the Sonesta Resort and we expect to begin the
vertical  construction  of  Phase  1 in approximately May 2006.  We will need to
raise  additional  capital  to begin and complete Phase 2 of the Sonesta Resort,
assuming  the  construction  of  Phase 1 is successful, of which there can be no
assurance.  Additionally,  we will need to raise significant capital to complete
our  planned  development  activities  on  our  Reedy  Creek  Property.

At  December  31,  2005,  we  had an outstanding principal balance of $6,000,000
under  our secured revolving credit facility with Stanford, which bears interest
at  a  fixed  rate  of  6% per annum payable quarterly in arrears and matures on
December  18,  2008.  At the sole election of the lender, any amount outstanding
under  the credit facility may be converted into shares of our common stock at a
conversion  price  of  $15.00  per  share.  The  $6,000,000  credit  facility is
guaranteed by Malcolm J. Wright, our Chief Executive Officer and Chairman and is
secured  by  a second mortgage on our Sonesta Orlando Resort property, including

                                      -38-
<PAGE>

all  fixtures  and personal property located on or used in connection with these
properties,  and  all  of the issued and outstanding capital stock and assets of
two  of  our  subsidiaries,  American  Leisure  Marketing & Technology, Inc. and
Caribbean  Leisure  Marketing  Limited.

As  of December 31, 2005, we had an outstanding principal balance of $4,250,000,
under  another  secured  revolving  credit  facility  with Stanford, which bears
interest  at  a  fixed  rate  of  8% per annum payable quarterly in arrears. The
credit  facility  is  comprised of two tranches. The first tranche of $1,250,000
matures on September 30, 2006, may solely be used for the working capital of our
Hickory  and  TraveLeaders travel business and must immediately be repaid to the
extent  that  the  borrowed  amount  together  with  accrued and unpaid interest
exceeds  a  borrowing  base  which  is  generally  calculated  as  the lesser of
$1,250,000,  or  50%  of  the  dollar  amount  of TraveLeaders eligible accounts
receivable  minus such reserves as the lender may establish from time to time in
its  discretion.  The second tranche of $3,000,000 matures on April 22, 2007. At
the  sole  election  of  the  lender,  any  amount  outstanding under the credit
facility  may be converted into shares of our common stock at a conversion price
of $10.00 per share. The credit facility is secured by collateral assignments of
our  stock  in  the  active Travel Division subsidiaries as well as a collateral
assignment  of  our first lien security interest in the assets formerly owned by
Around  The  World  Travel,  Inc.

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

We  entered into another credit facility in the amount of $305,000 with Stanford
in September 2005 of which $289,000 had been drawn as of December 31, 2005.  The
credit  facility  bears  interest at 8.0% per annum and is secured by the assets
and  stock  of  the  Company.

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). As additional
consideration  for this financial assistance, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per  share and warrants to purchase 154,000 shares of our common stock at
an  exercise  price  of  $0.001  per  share.  Additionally,  in January 2006, in
connection  with  the  SIBL Reedy Creek Loan, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per share and warrants to purchase 154,000 shares of the Company's common
stock  at  an  exercise  price of $0.001 per share.  The warrants expire 5 years
from  issuance.  The  warrants  contain  anti-dilution  provisions,  including a
provision  which requires us to issue additional shares under the warrants if we
issue  or sell any common stock at less than $1.02 per share, or grant, issue or
sell any options or warrants for shares of the Company's common stock to convert
into shares of our common stock at less than $1.02 per share.  If we do issue or
sell  common  stock,  which  would  cause a re-pricing of the warrants issued to
SIBL,  it would likely have an adverse effect on the trading value of our common
stock  and  could  cause  substantial  dilution  to  our  then  shareholders.

                                      -39-
<PAGE>

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

Additionally,  Hickory  has  a  $375,900  loan  through  the U.S. Small Business
Administration ("SBA") of which $369,687 has been drawn as of December 31, 2005.
The  SBA  loan  is  due  by  May  2033  and  bears interest at 4% per annum with
principal  and  interest  payments of $1,862 due monthly from May 2005 until May
2033.  The  SBA note is secured by Hickory's assets and the personal guaranty of
William  Chiles  who  is  our  Director.

In  connection  with our purchase of the assets of Around The World Travel, Inc.
("AWT"),  as  of  December 31, 2005 there is a balance from those liabilities we
assumed  from  AWT  of $3,893,915, of which approximately $270,000 is due in the
next  twelve  months.

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

On  December  31, 2005, the Company acquired the minority interest of Tierra Del
Sol (the "Minority Interest") in connection with the entry into a Stock Purchase
Agreement  with  Harborage  Leasing  Corporation  ("Harborage").  The  Minority
Interest  was  purchased  from  Harborage  for a promissory note for $1,432,046,
which  is  due  on  July  1, 2006, and which bears interest at 12% per year (the
"Harborage  Note"); two (2) three-bedroom condominium units to be constructed in
Phase  2  of  the  Sonesta  Resort,  which  are  to be delivered to Harborage by
December  31,  2007  (or if such units are not available, $500,000 for each such
unit  not  transferred  by  December  31, 2007); 197,000 shares of the Company's
restricted  common  stock  (the  "Harborage  Shares")  and  warrants to purchase
300,000  shares  of  common  stock at an exercise price of $5.00 per share.  The
warrants  expire  if  unexercised  five  (5)  years  from  their  date of grant.
Pursuant to the Stock Purchase Agreement, Harborage has the right to require the
Company  to  purchase  all or a portion of the 197,000 Harborage shares at $5.00
per  share,  for  sixty (60) days, beginning January 1, 2007 (the "Put Option").
The  Put  Option will no longer be in effect provided that both of the following
events  occur: (i) Harborage is able to sell the Harborage Shares pursuant to an
effective  Registration  Statement under the Securities Act of 1933 (the "Act"),
or  pursuant to Rule 144 of the Act; and after the fulfillment of (i) above, the
average  closing  price of the Company on the Over-The-Counter Bulletin Board or
principal  exchange  on  which  the  Company's common stock then trades, exceeds
$5.00  per  share  for  a period of thirty (30) consecutive days.  The Harborage
Note  and  shares  are  guaranteed  by  Malcolm  J.  Wright, the Company's Chief
Executive  Officer  and  Chairman, for which he received a guaranty fee equal to
three  percent  (3%) of the amount guaranteed. The Company paid this fee through
the  grant  of 102,351 warrants to purchase shares of the Company's common stock
at an exercise price of $1.02 per share. These warrants will expire 5 years from
the  expiration  date  of  the  guaranty.

                                      -40-
<PAGE>

Additionally,  we  have  an  indemnity  obligation  in  conjunction  with  the
acquisition  of  the  Galileo  Senior  Secured  Debt  from GCD Acquisition Corp.
regarding  any  and  all liability on a  $5,000,000 note wherein GCD Acquisition
Corp. is the "Maker" and CNG Hotels, Ltd. is the Holder (the "Note"), which note
bears  interest  at  the  rate  of  the  3  month LIBOR plus 1% per year, and is
unsecured.  Maker's  obligation  (an indemnified obligation) to make payments of
principal  and  interest under the Note is conditioned by the Maker's receipt of
payments  of  principal or interest by AWT pursuant to its obligations under the
Galileo  Senior Secured Debt.  Subject to the condition of receipt of payment by
AWT, the interest on the Note is payable every six (6) months in arrears.  Maker
is  under  no obligation to seek enforcement or collection of the Galileo Senior
Secured  Debt.   The  Note  matures on February 22, 2009.  Maker's obligation to
pay  the  principal  amount  (an indemnified obligation) is conditioned upon the
receipt  of  payment  from  AWT,  as  aforesaid.  In  addition,  the  Note  is
non-recourse  to  Maker,  and,  but for payments actually received from AWT,  no
claim,  suit  or  judgment  may  lie  against  Maker.

                                SUBSEQUENT EVENTS

In  February  2006,  we  entered  into  a Note Modification Agreement with SIBL,
whereby  we  agreed  to  modify certain provisions of our outstanding promissory
notes  with  SIBL  to  grant  extensions  of payments due.  Pursuant to the Note
Modification  Agreement,  we  and  SIBL  agreed  that  all  interest  due on our
$6,000,000  note, from January 1, 2005, through September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original terms of that note; that all interest accrued on the $3,000,000 note we
have with SIBL, from the date of the note until September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original  terms of that note; that the maturity date of our $1,250,000 note with
SIBL  be extended until September 30, 2006, and that no payments of principal or
interest on that note shall be payable until the extended due date of that note;
that  the  maturity date of our $1,355,000 note with SIBL be extended until June
30,  2007,  and  that no payments of principal or interest on that note shall be
payable  until the extended due date of that note; that the maturity date of our
$305,00  note with SIBL be extended until June 30, 2007, and that no payments of
principal  or interest on that note shall be payable until the extended due date
of  that  note; and that interest on our $2,100,000 note with SIBL be payable in
arrears, on a quarterly basis, with the first payment due on March 28, 2006, and
subsequent payments due on each June 28, September 28, December 28 and March 28,
until the maturity date of December 27, 2007, with the outstanding principal and
interest  shall  be  due  (collectively,  all the notes described above shall be
referred  to  as  the  "Notes").

Furthermore,  SIBL agreed, pursuant to the Note Modification Agreement, to waive
any  defaults arising under the Notes prior to the date of the Note Modification
Agreement,  attributable  to  the failure of us to make any payments of interest
due  under  the  Notes prior to the date of the Note Modification Agreement; and

                                      -41-
<PAGE>

any  default  of  us  and/or  Around  The  World  Travel, Inc. ("AWT") under the
$1,250,000  note  to fulfill the financial reporting requirements under the loan
documents  related  to the $1,250,000 note.  SIBL also waived our obligation and
AWT's  under the $1,250,000 note to fulfill the financial reporting requirements
described  in  the  note  in  the  future, provided that SIBL may reinstate such
requirements  at  any  time  upon  written  demand  to  us  of  such  note.

OFF-BALANCE  SHEET  ARRANGEMENTS

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

RISK FACTORS

RISKS RELATING TO OUR CAPITAL AND LIQUIDITY NEEDS

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

Since  our  inception, we have been assembling our Travel Division including the
acquisition  of  Hickory  in  October  2003  and  TraveLeaders in December 2004,
planning  The  Sonesta  Orlando  Resort  at Tierra Del Sol, building travel club
membership  databases,  and assembling our management team. We have incurred net
operating  losses  since  our  inception.  As  of  December  31, 2005, we had an
accumulated  deficit  of  $13,499,420.

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

Our  costs  of establishing our business models for both the Travel Division and
the  Resort  Development  Division, including acquisitions and the due diligence
costs  of that process, together with the un-financed development costs incurred
in  the  Resort Development Division requires significant capital. Historically,
our  sources  for capital have been through loans from our founding and majority
shareholders  as  well  as  from  loans  from our capital partner, Stanford.  On
December  29,  2005,  certain  affiliates  of  the Company closed two (2) credit
facilities  with  Key  Bank related to the Sonesta Resort. The credit facilities
consisted  of  a $40,000,000 revolving construction loan to be used to construct
Phase  1  of the Sonesta Resort (the "Construction Loan") and a $14,850,000 term
loan  used  to finance the acquisition of the property for the Resort and to pay
certain  related  costs  (the  "Land Loan"). If we are unable to generate enough
operating  revenue  to  satisfy  our  capital  needs, or we cannot obtain future
capital  from our founding and majority shareholders or from Stanford, and/or if
we  are not able to repay the Construction Loan or the Land Loan, it will have a
material  adverse  effect  on  our financial condition and results of operation.

                                      -42-
<PAGE>

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

The occurrence of any one or more "events of default" under the Land Loan and/or
Construction  Loan  would  allow  KeyBank  to pursue certain remedies against us
including  taking  possession of the Sonesta Resort project; withholding further
disbursement  of the proceeds of the loan and/or terminate KeyBank's obligations
to  make  further disbursements thereunder; and/or declaring the note evidencing
the  loans  to be immediately due and payable.  We do not currently have cash on
hand  sufficient  to repay the approximately $10,250,376 which was borrowed from
KeyBank pursuant to the Land Loan and Construction Loan as of December 31, 2005.
The  Land  Loan  and Construction Loan are due on June 28, 2007 and December 28,
2007,  respectively,  and we do not currently have sufficient cash to repay such
loans  when  due.  Furthermore, we will likely not have sufficient cash to repay
such  loans  until the completion of the units in the Sonesta Report, if at all.
If  we do not repay the amounts owning under the Construction Loan and Land Loan
when  due, KeyBank may take possession of the Sonesta Resort project, and we may
be  forced  to  curtail or abandon our current business plans, which could cause
the  value  of  our  securities  to  become  worthless.

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

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

- Our $6,000,000 credit facility has been re-structured to be secured by a first
mortgage  on land owned by third parties.  However, Stanford has agreed that the
mortgage  securing  the $6,000,000 credit facility shall be released in exchange
for payment of the primary obligations it secures, which includes the $2,100,000
loan  to  Tierra  Del  Sol  and  the  release  of  the  Letters  Of Credit.   In
consideration  of  Stanford's  release  of  the mortgage securing the $6,000,000
credit  facility,  we have granted Stanford warrants to acquire up to 2% of each
of  the  Development  Partnerships.  A  component  of  that  collateral  is that
Stanford  has  an  option  to  elect  to  receive  warrants to purchase Series E
Preferred  Stock in lieu of and equivalent to distributions (after tax) from the
Development  Partnerships.  Series  E  Preferred Stock has a conversion value to
common  stock  at $15.00 per common share.   Other assets previously provided to
secure this credit facility, including all of the issued and outstanding capital
stock  and  assets  of  two  of  our  subsidiaries, American Leisure Marketing &
Technology,  Inc. and Caribbean Leisure Marketing Limited remain as security for
the  debt.

-  Our  $4,250,000  credit  facility is secured by collateral assignments of our
stock  in  the  active  Travel  Division  subsidiaries  as  well as a collateral
assignment  of  our first lien security interest in the assets formerly owned by
Around  The  World  Travel,  Inc.

                                      -43-
<PAGE>

- Our $1,355,000 credit facility is secured by all of the issued and outstanding
stock of our subsidiary, Caribbean Leisure Marketing Limited.   This facility is
non-recourse  to the Company but for the assets and revenues of that subsidiary.

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

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

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

-     difficulty  in  assimilating the operations, products and personnel of the
      acquired  business;
-     potential  disruption  of  our  ongoing  business;
-     unanticipated  costs  associated  with  the  acquisition;
-     inability  of management to manage the financial and strategic position of
      acquired  or  developed  services  and  technologies;
-     the  diversion  of  management's  attention  from  our  core  business;
-     inability  to  maintain  uniform  standards,  controls,  policies  and
      procedures;
-     impairment  of relationships with employees and customers, which may occur
      as  a  result  of  integration  of  the  acquired  business;
-     potential  loss  of  key  employees  of  acquired  organizations;
-     problems  integrating  the  acquired  business,  including its information
      systems  and  personnel;
-     unanticipated  costs  that  may  harm  operating  results;  and
-     risks  associated  with  entering  an  industry  in  which  we have no (or
      limited)  prior  experience.

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

RISKS  RELATED  TO  OUR  RESORT  DEVELOPMENT  DIVISION

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

In  December  2005,  we  closed  two  credit  facilities  with KeyBank, National
Association  ("KeyBank")  related  to the Sonesta Resort.  The credit facilities
consisted  of  a  $40,000,000  revolving  credit  line,  for  financing  up  to
$72,550,000  (the "Construction Loan") and a $14,850,000 term loan to be used to
finance  the  acquisition of the property for the resort (the "Land Loan").  The

                                      -44-
<PAGE>

Construction  Loan  and  the  Land  Loan  bear interest at the rate of the daily
London  Interbank  Offered  Rate  ("LIBOR")  plus  2.75%,  and  plus  3.10%,
respectively.  The  maturity  date of the Construction Loan is December 28, 2007
and  the maturity date of the Land Loan is June 28, 2007.  The Construction Loan
and  the  Land  Loan  are secured by a first lien on the land within Phase 1 and
Phase  2,  respectively  of  the  Sonesta  Resort,  including  any improvements,
easements, and rights of way; a first lien and security interest in all fixtures
and  personal  property,  an  assignment  of  all  leases,  subleases  and other
agreements  relating to the property; an assignment of construction documents; a
collateral  assignment  of  all  contracts and agreements related to the sale of
each  condominium unit; a collateral assignment of all purchase deposits and any
management  and/or  operating  agreement.  As of the date of this filing we have
borrowed  $0.00  from  KeyBank pursuant to the Construction Loan and $14,850,000
under  the  Land  Loan,  which  amount we do not currently have funds on hand to
repay.    We  are  under  no pressure to repay the Land Loan.  Our business plan
includes  retiring  that  debt  with a construction loan to build Phase 2 of the
Sonesta  Resort.  We  intend  to use the proceeds of the sale of the units built
with  the  Phase  1  Construction Loan.  Since any units that are built with the
Construction  Loan  are  subject  to bona fide third party sales agreements that
have  been  approved  by  Key Bank, we believe that the risk of not repaying any
amounts  drawn  under  the  Construction  Loan  is  manageable.

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

While  we  currently  believe  we  have  sufficient  capital  to  complete  the
development  of  Phase  1 of the Sonesta Resort, we do not plan to use Company's
revenue  to  begin  or complete Phase 2 of the Sonesta Resort and/or our planned
development  of the Reedy Creek Property (as described above).  Our plan for the
financing of the Phase 2 town homes is to use a program from a national mortgage
lender  to  employ  construction  loans issued to each purchaser that will, upon
completion,  convert to permanent, conventional mortgages.  The finance plan for
the  Phase 2 amenities is to employ a line of credit secured by a segment of the
profits  from  the sale of the residential units.  We will employ a conventional
construction  loan  for  the condominium units. As of this date, the Company has
not  yet  secured  the line of credit for the amenities or the construction loan
for  the condominium units. It is impossible at this time for us to estimate the
cost  of  completing Phase 2 of the Sonesta Resort and/or the development of the
Reedy  Creek  Property,  however,  based upon the size of the projects, we would
anticipate  such costs to be substantial.  We will not begin the construction of
Phase  2  until  we  have  capitalized  the construction appropriately.    If we
cannot  obtain  the appropriate financing, we may have to delay the commencement
of  the  construction  of  Phase  2  until such time as we have adequate funding
available.  We  may  never  have  sufficient  capital  to  begin or complete the
development of Phase 2 of the Sonesta Resort  which could force us to modify the
development  plan for the Sonesta Resort.  Our business plan for the development
of  the  Reedy  Creek  Property is to enter into a partnership agreement with an
experienced  and  high credit development partner, and as such, we do not expect
to  raise  capital or incur debt to begin or complete that project.  At present,
the  Company  has  not  yet  chosen  such  partner although we are in receipt of
proposals  from qualified developers that are consistent with our business plan.

                                      -45-
<PAGE>

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

We  believe that we currently have sufficient capital to complete Phase 1 of the
Sonesta  Resort.  However,  all  construction  projects, especially construction
projects  as  large as our planned Sonesta Resort are subject to delays and cost
overruns.  We have experienced cost increases and overruns since sales commenced
in  2004,  due  to  significant price increases in construction materials, which
have  been  exacerbated by the hurricanes of 2004 and 2005.  The increased costs
have impacted construction throughout the southeastern United States and are not
unique  to us.  Because of the significant cost increases, we are evaluating and
plan to implement a program to revise upwards the price of sold and unsold units
or  to  cancel  contracts  on units because of cost overruns.  If we continue to
experience  substantial  delays  or  additional  cost  overruns  during  the
construction  of  Phase  1 of the Sonesta Resort, or both, we could be forced to
obtain  additional  financing  to  complete the project, which could be at terms
worse  than  our  current  funding, and could force us to curtail or abandon our
current  plans  for Phases 1 and 2 of the Sonesta Resort.  As a result, sales of
our town homes and condominiums could be severely effected, which could force us
to  curtail  or abandon our business plans and/or could make it difficult if not
impossible to repay the significant amount of money due to KeyBank (as explained
above),  which  as  a  result  could cause the value of our securities to become
worthless.

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

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

MALCOLM  J.  WRIGHT,  WHO SERVES AS OUR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL
OFFICER  AND  AS  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS,  IS INVOLVED IN OTHER
BUSINESSES  THAT  HAVE  CONTRACTED  WITH  US  AND IS ALSO INVOLVED WITH PROPERTY
DEVELOPMENT  PROJECTS  THAT  MAY  BE  IN  COMPETITION  WITH  US.

Malcolm  J. Wright is the President of American Leisure Real Estate Group, Inc.,
a  real  estate  development  company  with  which  we  have  contracted for the
development  of  our  resorts including The Sonesta Orlando Resort at Tierra Del
Sol  ("ALREG").  Mr.  Wright  has  an 81% interest in ALREG; however, we have no
interest  in ALREG.  Additionally, Mr. Wright is an officer of Xpress Ltd., with
which  we  have  contracted  for  exclusive  sales and marketing for The Sonesta
Orlando  Resort at Tierra Del Sol. Mr. Wright is also an officer and shareholder
of  Innovative Concepts, Inc., which operates a landscaping business, M J Wright
Productions,  Inc.,  which  owns  our Internet domain names, Resorts Development
Group,  LLC  which  develops resort properties in Orlando including Bella Citta,
Los  Jardines  Del Sol, The Preserve, Tortuga Cay and Sherberth Development LLC,
Resorts  Construction,  LLC with whom we intend to contract to construct part of
the  Sonesta  Resort  as described above, Resorts Concepts, LLC which operates a

                                      -46-
<PAGE>

design  business,  Titan Manufacturing, LLC with whom we intend to purchase roof
tiles  for  our  developments,  South  Beach Resorts LLC in conjunction with Mr.
Pauzar and Mr. Maddock which is redeveloping the Boulevard Hotel on South Beach,
Miami.  Because  Mr.  Wright  is  employed  by  us  and the other party to these
transactions,  Mr.  Wright  might  profit  from  a  transaction  when we do not.
Management  believes that these transactions are in the best interest of, or not
detrimental  to,  the Company, and are as good or better than could be achieved,
if  even  possible  to  achieve,  by  contracting with a wholly unrelated party.
Additionally, the transactions were negotiated by us in a manner akin to an arms
length  transaction.  Additionally,  from  time to time, Mr. Wright pursues real
estate  investment  and  sales ventures that may be in competition with ventures
that  we  pursue  or  plan  to  pursue.  Mr.  Wright,  however,  has  personally
guaranteed our debts, and has encumbered his personal assets to secure financing
for  the above described projects.  Additionally, to preserve Company liquidity,
Mr.  Wright  has  been  deferring  his  annual  base  salary  since  2002.

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

Malcolm  J.  Wright is the President of ALREG, Xpress Ltd., Innovative Concepts,
Inc.,  M  J  Wright  Productions,  Inc., Resorts Development Group, LLC, Resorts
Construction,  LLC,  Titan  Manufacturing LLC, Tortuga Cay Resort, LLC,  Osceola
Business  Managers,  Inc.,  Florida  World, Inc., SBR Holding LLC (a non trading
holding  company  of  South  beach  resorts,  LLC),  RDG LLC, and SunGate Resort
Villas,  Inc.,  It  is  possible that the demands on Mr. Wright from these other
businesses  could  increase with the result that he may have less time to devote
to  our  business. We do not have an employment agreement with Mr. Wright and he
is  under no requirement to spend a specified amount of time on our business. As
a  result, Mr. Wright may not spend sufficient time in his roles as an executive
officer  and  as  Chairman  of  our company to realize our business plan. If Mr.
Wright  does  not  have  sufficient  time  to serve our company, it could have a
material  adverse  effect  on  our  business  and  results  of  operations.

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

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

                                      -47-
<PAGE>

plan  could  be  affected  by such bonuses, and we could be forced to curtail or
abandon  our  current  business  plan  and  plans  for  future  expansion.

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

We  have  experienced  delays in obtaining signatures for various agreements and
transactions  in  the past. In some cases, we have either disclosed the terms of
these agreements and transactions in our periodic and other filings with the SEC
and/or  filed  such  agreements  with only the limited signatures which we could
obtain  by  the  required  filing  dates  of such reports, with the intention to
re-file  such  agreements  at a later date once we are able to obtain all of the
required  signatures;  however, these agreements and transactions are not final.
Until  they  are finalized, their terms are subject to change although we do not
have  any  present  intention  to  do  so.  If the terms of these agreements and
transactions  were  to  change, we may be required to amend our prior disclosure
and  any  revisions  could  be  substantial.

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

Our success depends, in part, upon the personal efforts and abilities of Malcolm
J.  Wright,  L. William Chiles, and Frederick Pauzar. Mr. Wright is the Chairman
of  the  Company  and  the  Company's  Chief  Executive Officer. Mr. Chiles is a
Director  of  the Company and Chief Executive Officer of Hickory, and Mr. Pauzar
is  the  President,  Chief  Operating Officer and a Director of the Company. Our
ability to operate and implement our business plan is dependent on the continued
service of Messrs. Wright, Chiles and Pauzar. We have entered into an employment
agreement  with  Mr.  Chiles.  We  are  in  the process of entering into written
employment  agreements  with  Mr.  Wright  and  Mr. Pauzar.  If we are unable to
retain  and  motivate  them  on  economically  feasible  terms, our business and
results  of  operations  will be materially adversely affected. In addition, the
absence  of  Mr.  Wright,  Mr.  Chiles  or  Mr.  Pauzar  may  force us to seek a
replacement  who may have less experience or who may not understand our business
as  well.

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

We  have  not  paid  cash  to Malcolm J. Wright for his services as an executive
officer  and a Director as of the filing of this report; however, he is entitled
to  receive  various  forms  of  remuneration  from us such as accrued salary of
$500,000  per  year  beginning in 2004, accrued salary of $250,000 per year from
2002  to  2004,  and  accrued  compensation of $18,000 per year for serving as a
director.  We may pay Mr. Wright a bonus of up to 19% of the pre-tax profits, if
any,  of  various  subsidiaries  as  discussed  above.  We have made payments to
entities  controlled  by  Mr.  Wright  in consideration for substantial valuable
services  that those entities have provided to us for The Sonesta Orlando Resort
at  Tierra  Del  Sol.  As of December 31, 2005, the total remuneration which Mr.
Wright  had  accrued  in connection with his salary as an officer of the Company
had  totaled $2,700,000.  If we do not eventually pay cash to Mr. Wright for his
salary, director's compensation and bonus, he may determine to spend less of his
time  on  our  business or to resign his positions as an officer and a director.

RISKS RELATED TO OUR TRAVEL DIVISION

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

We  anticipate  needing to raise approximately $2,000,000 through the end of the

                                      -48-
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2006  fiscal year for the working capital needs for the Travel Division, as well
as  approximately  $500,000  for  the  operations  of  Hickory,  which  includes
Hickory's  requirement  to  cover  its  seasonal  losses,  and  TraveLeaders'
requirements  during its reorganization to adopt our business modelsIf we do not
receive  a  sufficient  amount  of additional capital on acceptable terms, or at
all,  we  may be unable to fully implement our business plan. We have identified
sources  of  additional  working  capital,  but  we  do  not  have  any  written
commitments  from  third  parties  or  from  our officers, directors or majority
shareholders.  Additional capital may not be available to us on favorable terms,
if  at  all.  If  we cannot obtain a sufficient amount of additional capital, we
will  have to delay, curtail or scale back some or all of our travel operations,
any  of  which  would  materially  adversely  affect  our  travel businesses. In
addition,  we  may  be  required  to  delay the acquisition of additional travel
agencies  and restructure or refinance all or a portion of our outstanding debt.

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

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

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

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

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

Hickory  has  historically  received,  and  expects  to  continue  to receive, a
significant portion of its revenue through relationships with traditional travel
agents.  Maintenance  of  good relationships with these travel agents depends in
large  part on continued offerings of travel services in demand, and good levels
of  service  and  availability. If Hickory does not maintain good relations with

                                      -49-
<PAGE>

its  travel  agents,  these  agents could terminate their memberships and use of
Hickory's  products  and services, which would have a material adverse effect on
our  business  and  results  of  operations.

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

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

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

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

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

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

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

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

Our  contracts  with  clients of the TraveLeaders business do not ensure that we
will  generate  a minimum level of revenue, and the profitability of each client
may  fluctuate,  sometimes  significantly,  throughout the various stages of our
sales  cycles. Although we will seek to enter into multi-year contracts with our
clients, our contracts generally enable the client to terminate the contract, or
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

                                      -50-
<PAGE>

able  to collect such amount or that such amount, if received, will sufficiently
compensate  us  for  our  investment  in  any canceled sales campaign or for the
revenues we may lose as a result of the early termination. If we do not generate
minimum  levels  of  revenue  from  our  contracts  or our clients terminate our
multi-year  contracts,  it  will have a material adverse effect on our business,
results  of  operation  and  financial  condition.

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

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

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

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

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

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

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

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

                                      -51-
<PAGE>

                  RISKS RELATED TO OUR COMMUNICATIONS DIVISION


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

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

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

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

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

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

             RISKS RELATING TO OUR STOCK AND GENERAL BUSINESS RISKS

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

In  the  past, to obtain additional financing, we have modified the terms of our
warrant  agreements  to  lower  the exercise price per share to $.001 from $5.00
with  respect  to warrants to purchase 100,000 shares of our common stock and to
$.001  from  $2.96  with respect to warrants to purchase 1,350,000 shares of our
common  stock.  Additionally,  we have granted an additional 616,000 warrants to
SIBL  and  affiliates  to purchase shares of our Common Stock at $5.00 per share
and  308,000  warrants  to  SIBL and affiliates to purchase shares of our Common
Stock  at  $0.001  per share.  Re-pricing of our warrants and issuing additional
warrants  has  caused  and  may  cause  additional  dilution  to  our  existing
shareholders.

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

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to

                                      -52-
<PAGE>

Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). As additional
consideration  for this financial assistance, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per  share and warrants to purchase 154,000 shares of our common stock at
an  exercise  price  of  $0.001  per  share.  Additionally,  in January 2006, in
connection  with  the  SIBL Reedy Creek Loan, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per share and warrants to purchase 154,000 shares of the Company's common
stock  at  an  exercise  price of $0.001 per share.  The warrants expire 5 years
from  issuance.  The  warrants  contain  anti-dilution  provisions,  including a
provision  which requires us to issue additional shares under the warrants if we
issue  or sell any common stock at less than $1.02 per share, or grant, issue or
sell any options or warrants for shares of the Company's common stock to convert
into shares of our common stock at less than $1.02 per share.  If we do issue or
sell  common  stock,  which  would  cause a re-pricing of the warrants issued to
SIBL,  it would likely have an adverse effect on the trading value of our common
stock  and  could  cause  substantial  dilution  to  our  then  shareholders.

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

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

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

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

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

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

                                      -53-
<PAGE>

we  agree  to issue such preferred shares and thereafter from day to day whether
or  not  earned  or declared and whether or not there exists profits, surplus or
other  funds  legally available for the payment of dividends. We have never paid
any  cash  dividends  on our preferred stock. We will be required to pay accrued
dividends  on  our preferred stock before we can pay any dividends on our common
stock.

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

Our  directors,  officers,  and  principal  shareholders  beneficially  own  a
substantial  portion  of  our outstanding common and preferred stock. Malcolm J.
Wright,  who  serves  as our Chief Executive Officer and Chief Financial Officer
and  as  a  Director,  and Roger Maddock, one of our majority shareholders, own,
directly and indirectly, approximately an aggregate of 73.1% of the voting power
in  our  company. As a result, these persons control our affairs and management,
as  well  as  all matters requiring shareholder approval, including the election
and  removal  of members of the Board of Directors, transactions with directors,
officers  or  affiliated  entities,  the  sale  or  merger  of  the  Company  or
substantially  all  of  our  assets,  and  changes  in  dividend  policy.  This
concentration  of  ownership  and  control  could  have  the effect of delaying,
deferring,  or  preventing  a change in our ownership or management, even when a
change  would  be  in  the  best  interest  of  other  shareholders.

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

Pursuant  to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to the
timely  filing of periodic reports with the SEC, any OTCBB issuer which fails to
file  a  periodic  report  (Form  10-QSB's  or 10-KSB's) by the due date of such
report  (not withstanding any extension granted to the issuer by the filing of a
Form  12b-25),  three  (3)  times  during  any  twenty-four (24) month period is
automatically  de-listed  from  the  OTCBB.  Such  removed  issuer  would not be
re-eligible  to  be  listed  on the OTCBB for a period of one-year, during which
time  any  subsequent late filing would reset the one-year period of de-listing.
If  we  are late in our filings three times in any twenty-four (24) month period
and are de-listed from the OTCBB, our securities may become worthless and we may
be forced to curtail or abandon our business plan.

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

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

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

Furthermore,  because  our  Common  Stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate  to  our  operating  performance. These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our common stock. Additionally, at present, we have a limited
number  of  shares  in our public float, and as a result, there could be extreme
fluctuations  in  the  price  of  our  common stock. Further, due to the limited
volume  of  our shares which trade and our limited public float, we believe that
our stock prices (bid, asked and closing prices) are entirely arbitrary, are not

                                      -54-
<PAGE>

related  to the actual value of the Company, and do not reflect the actual value
of  our  common  stock (and in fact reflect a value that is much higher than the
actual  value  of our Common Stock). Shareholders and potential investors in our
Common Stock should exercise caution before making an investment in the Company,
and should not rely on the publicly quoted or traded stock prices in determining
our  Common  Stock value, but should instead determine value of our Common Stock
based  on  the  information  contained in the Company's public reports, industry
information, and those business valuation methods commonly used to value private
companies.






                  [Remainder of Page Left Intentionally Blank.]


                                      -55-
<PAGE>

ITEM 7. FINANCIAL STATEMENTS


                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheets of American Leisure
Holdings, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the two years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
American  Leisure  Holdings,  Inc.  and Subsidiaries as of December 31, 2005 and
2004,  and  the results of its operations and its cash flows for the years ended
December  31,  2005 and 2004, 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 2005 consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


As discussed in Note 22, the accompanying consolidated financial statements have
been  restated.


Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
March 30, 2006, except for Note 22 which is
   as of January 5, 2007

                                     F-1
<PAGE>

<TABLE>
<CAPTION>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2005 AND 2004

                                                                         2005           2004
                                                                     -------------  ------------
                                                                       Restated
<S>                                                                      <C>             <C>
                                     ASSETS
CURRENT ASSETS:
    Cash                                                             $     225,055  $  2,266,042
    Cash - Restricted                                                    2,100,000             -
    Accounts receivable, net                                             2,043,141     3,539,387
    Other receivables                                                    6,587,357       113,000
    Prepaid expenses and other                                              99,418        51,460
    Other current assets                                                         -        30,476
                                                                     -------------  ------------
             Total Current Assets                                       11,054,971     6,000,365
                                                                     -------------  ------------


PROPERTY AND EQUIPMENT, NET                                              4,583,853     6,088,500
                                                                     -------------  ------------

LAND HELD FOR DEVELOPMENT                                               34,695,281    23,448,214
                                                                     -------------  ------------

OTHER ASSETS
     Cash - Restricted                                                  11,075,354             -
     Prepaid Sales Commissions                                           7,770,949     5,966,504
     Prepaid Sales Commissions - affiliated entity                       3,516,209     2,665,387
     Investment-Senior Notes                                             5,170,000     5,170,000
     Goodwill                                                            5,925,437    14,425,437
     Trademark                                                             975,000     1,000,000
     Other                                                               5,156,193     2,637,574
                                                                     -------------  ------------
             Total Other Assets                                         39,589,142    31,864,902
                                                                     -------------  ------------

TOTAL ASSETS                                                         $  89,923,247  $ 67,401,981
                                                                     =============  ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable          $   3,652,235  $ 9,605,235
     Current maturities of notes payable-related parties                 1,650,605     1,910,629
     Accounts payable and accrued expenses                               3,782,822     5,618,973
     Accrued expenses - officers                                         3,393,500     1,355,000
     Customer deposits                                                           -     2,752,535
     Other                                                                 285,443     2,332,886
     Shareholder advances                                                        -       273,312
                                                                     -------------  ------------
             Total Current Liabilities                                  12,764,605    23,848,570

Long-term debt and notes payable                                        32,288,920    20,600,062
Put liability                                                              985,000             -
Deposits on unit pre-sales                                              37,666,368    16,669,347
                                                                     -------------  ------------
             Total liabilities                                          83,704,893    61,117,979
                                                                     -------------  ------------
Commitments and contingencies

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

                                     F-2
<PAGE>

       0 and 1,936 Series "F" shares issued and outstanding at
       December 31, 2005 and December 31, 2004                                   -            19

     Common stock, $.001 par value; 100,000,000 shares authorized;
       10,334,974 and 9,977,974 shares issued and outstanding at
       December 31, 2005 and December 31, 2004                              10,335         9,978

     Additional paid-in capital                                         19,697,115    15,636,322

     Accumulated deficit                                               (13,499,420)   (9,372,641)
                                                                     -------------  ------------
             Total Stockholders' Equity                                  6,218,354     6,284,002
                                                                     -------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  89,923,247  $ 67,401,981
                                                                     =============  ============
</TABLE>

                See accompanying notes to financial statements.

                                     F-3
<PAGE>

<TABLE>
<CAPTION>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            YEARS ENDED DECEMBER 31,

                                                       2005           2004
                                                   -------------  ------------
                                                     Restated
<S>                                                     <C>            <C>
Revenue:
    Operating Revenues                             $   7,361,284  $  6,419,320
    Undeveloped Land Sales                            12,020,000             -
                                                   -------------  ------------
    Total Revenue                                     19,381,284     6,419,320

Cost of Operating Revenues                             5,157,524       4,192,891
Cost of Undeveloped Land Sales                         8,122,562             -
                                                   -------------  ------------
                                    13,280,086       4,192,891

Gross Margin                                           6,101,198     2,226,429

Operating Expenses:
    Depreciation and amortization                     (1,476,326)     (662,535)
    General and administrative expenses               (5,136,413)   (4,273,643)
    Goodwill impairment                                        -    (1,500,000)
                                                   -------------  ------------
                                    (6,612,739)      (6,436,178)

Loss from Operations                                    (511,541)   (4,209,749)

Interest Expense                                      (3,317,033)     (736,798)

Unrealized loss on marketable securities                       -    (2,185,278)

Minority Interest                                              -       510,348

Equity in operations of unconsolidated affiliate        (293,201)            -
                                                   -------------  ------------
Total Other Income (Expense)                          (3,610,234)   (2,411,728)
                                                   -------------  ------------

Loss before Income Taxes                              (4,121,775)   (6,621,477)

PROVISIONS FOR INCOME TAXES                               (5,004)      (12,824)
                                                   -------------  ------------

NET LOSS                                           $  (4,126,779) $ (6,634,301)
                                                   =============  ============

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                            $       (0.55) $      (0.83)
                                                   =============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                               10,070,467     8,607,614
                                                   =============  ============
</TABLE>

                See accompanying notes to financial statements.

                                     F-4
<PAGE>

<TABLE>
<CAPTION>

                       AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   YEARS ENDED DECEMBER 31,

                                                                      2005           2004
                                                                  ------------  -------------
                                                                    Restated
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                    $  (4,126,779)  $ (6,634,301)
     Adjustments to reconcile net loss to net cash provided
          (used) by operating activities:
             Depreciation and amortization                           1,680,336        936,874
             Interest expense                                        1,887,623        437,394
             Impairment loss                                                 -      3,685,278
             Bad debt expense                                                -         21,864
             Common stock issued for services                                -        150,555
             Loss on sale of AVR                                             -       (145,614)
             Minority interests                                              -       (510,348)
          Changes in assets and liabilities:
           (Increase) in restricted cash                           (11,075,354)              -
             Decrease (Increase) in receivables                      1,496,246       (382,125)
             (Increase) Decrease in prepaid and other assets        (7,564,683)       362,516
             (Increase) in prepaid commissions                      (2,655,267)    (8,355,410)
             (Increase) Decrease in Land held for development       (7,782,776)    (8,124,587)
             (Decrease) in shareholder advances & notes payable         71,823              -
             Increase in deposits on unit pre-sales                 20,997,022     16,669,347
             Increase in accounts payable and accrued expenses       6,468,380      2,872,777
                                                                  ------------   ------------

             Net cash provided (used) by operating activities         (603,429)       984,220
                                                                  ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of AWT Assets                                      (3,185,547)       767,291
     Advances to Around The World Travel, Inc                                -     (4,789,463)
     Advances to Caribbean Media Group                                (141,400)             -
     Acquisition of fixed assets                                      (175,689)    (3,511,881)
     Investment in Reedy Creek Acquisition Corp                       (901,705)             -
     Sale of AVR                                                             -        800,000
     Restricted cash                                                (2,100,000)             -
                                                                  ------------   ------------

             Net cash from investing activities                     (6,504,341)    (6,734,053)
                                                                  ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of debt                                                (7,308,532)      (316,218)
     Proceeds from notes payable                                    13,077,537      8,860,943
     Payments of notes payable - related parties                      (943,947)      (818,508)
     Proceeds of notes payable - related parties                       241,725        312,377
     Payments on advances                                                    -       (757,571)
                                                                  ------------   ------------

             Net cash from financing activities                      5,066,783      7,281,023
                                                                  ------------   ------------

             Net decrease in cash                                   (2,040,987)     1,531,190

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

CASH AT END OF PERIOD                                             $    255,055   $  2,266,042
                                                                  ============   ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                       $  1,010,308   $  1,052,308
                                                                  ============   ============
     Cash paid for income taxes                                   $          -   $          -
                                                                  ============   ============

NON-CASH TRANSACTION
     Issuance of Series B preferred stock for assets              $          -   $     62,640
                                                                  ============   ============
     Issuance of Series E preferred stock for investment
       in debt and equity securities                              $          -   $  2,410,100
                                                                  =============  ============

                                     F-5
<PAGE>

    Stock and warrants issued in connection with acquisition      $    416,923   $          -
                                                                  ============   ============
     Exchange of 1913 Mercedes-Benz for debt to an
       affiliated entity                                          $          -   $    500,000
                                                                  ============   ============
     Issuance of warrants to acquire common stock for
       debt issuance costs                                        $  3,837,696   $  2,597,998
                                                                  ============   ============
     Issuance of Series A preferred stock for debt to an
       affiliated entity                                          $          -   $  1,200,000
                                                                  ============   ============
     Purchase of minority interest of TDS in exchange for
       notes payable of $2,062,206, put liability
       of $985,000, common stock valued at $183,210
       and warrants valued at $233,713                            $  3,464,129   $          -
                                                                  ============   ============
</TABLE>

                See accompanying notes to financial statements.

                                     F-6
<PAGE>

<TABLE>
<CAPTION>

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                            Years Ended December 31,

                                                                                      Additional    Retained       Total
                                        Preferred Stock           Common Stock          Paid-in     Retained   Stockholders'
                                       Shares       Amount      Shares      Amount      Capital      Deficit      Equity
                                      --------    ---------   ---------   ---------  ----------- ------------  -------------
<S>                                     <C>          <C>         <C>        <C>           <C>         <C>            <C>

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

Issuance of common stock for
  acquisition of senior
  secured notes                             -             -     340,000         340      169,660            -      170,000

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

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

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

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

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

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

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

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

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

Net loss                                     -            -           -           -            -   (6,634,301)  (6,634,301)
                                      --------    ---------   ---------   ---------  ----------- ------------  -----------

 Balance-December 31, 2004           1,056,051     $ 10,343   9,977,974    $  9,978  $15,636,322 $ (9,372,641)  $6,284,002

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

Issuance of common stock in connection
  with the exercise of warrants by an
  affiliate                                                     160,000         160                                    160

Purchase of Tierra Del Sol, Inc
  minority interest                                             197,000         197      416,726                   416,923

Issuance of warrants in connection
  with debt                                  -            -           -           -    3,837,696            -    3,837,696

Net loss                                     -            -           -           -            -   (4,126,779)  (4,126,779)
                                      --------    ---------   ---------   ---------  ----------- ------------  -----------

 Balance-December 31, 2005           1,054,115     $ 10,324  10,334,974    $ 10,335  $19,697,115 $(13,499,420)  $6,218,354

</TABLE>

                See accompanying notes to financial statements.

                                     F-7
<PAGE>

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


NOTE 1 - THE COMPANY

American  Leisure  Holdings, Inc., a Nevada corporation, was incorporated in May
2002. American Leisure, through its subsidiaries, is involved in the development
of  vacation  real  estate  in  Orlando,  Florida  and the supplying of products
related  to  the  travel  and  leisure  business throughout the United States of
America.  The  consolidated  entity  is  hereinafter  referred  to  as "American
Leisure"  and  "the  Company"  and  "AMLH".

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
Common  Stock."  In  determining  whether  American  Leisure  has the ability to
exercise  significant  influence,  consideration  is  given  to  various factors
including  the  nature  and  significance  of the investment, the capitalization
structure  of  the  investee,  representation  on the board of directors, voting
rights,  veto  rights  and  other  protective  and  participating rights held by
investors  and  contractual  arrangements.

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

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

                     Company                                        Percentage
                     -------                                        ----------
     American Leisure Corporation, Inc. (ALC) and Subsidiaries         100.00%
     Florida Golf Group, Inc.(FGG)                                     100.00%
     American Leisure Equities Corporation                             100.00%
     American Leisure Homes, Inc. (ALH)                                100.00%

                                     F-8
<PAGE>

     I-Drive Limos, Inc. (ID)                                          100.00%
     Orlando Holidays, Inc. (OH)                                       100.00%
     Welcome to Orlando, Inc. (WTO)                                    100.00%
     American Leisure, Inc. (ALI)                                      100.00%
     Pool Homes Managers, Inc. (PHM)                                   100.00%
     Advantage Professional Management Group, Inc. (APMG)              100.00%
     Leisureshare International Ltd (LIL)                              100.00%
     Leisureshare International Espanola S.A. (LIESA)                  100.00%
     American Travel & Marketing Group, Inc. (ATMG)                     81.00%
     American Leisure Marketing and Technology, Inc.                   100.00%
     Tierra Del Sol, Inc.                                              100.00%
     Hickory  Travel  Systems,  Inc.                                    50.83%
     American Travel Club, Inc.                                        100.00%
     American Access Telecommunications Corporation                    100.00%
     American Switching Technologies, Inc.                             100.00%
     Affinity Travel Club, Inc.                                        100.00%
     Club Turistico Latinoamericano, Inc.                              100.00%
     Affinity Travel, Inc.                                             100.00%
     Pool Homes, Inc.                                                  100.00%
     American Sterling Corp.                                           100.00%
     American Sterling Motorcoaches, Inc.                              100.00%
     Caribbean Leisure Marketing, Ltd.                                 100.00%
     Comtech Fibernet, Inc.                                            100.00%
     TDS Amenities, Inc.                                               100.00%
     TDS Clubhouse, Inc                                                100.00%
     Costa Blanca Real Estate, Inc.                                    100.00%
     Ameritel, Inc.                                                    100.00%
     American Leisure Travel Group, Inc.                               100.00%
     Luxshare, Inc.                                                    100.00%
     AAH Kissimmee LLC                                                 100.00%
     Castlechart Ltd.                                                  100.00%
     Wright Resort Villas & Hotels, Inc.                               100.00%

Minority interests are reflected in the consolidated statements of operations to
the  extent income or losses are allocated to the minority interest shareholder.
Losses  in  excess  of the minority shareholders' basis are not allocated to the
minority  interest  shareholders.

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

USE OF ESTIMATES

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

CONCENTRATION OF RISK

American Leisure places its cash and temporary cash investments with established

                                     F-9
<PAGE>

financial institutions. At various times during the year, the Company maintained
cash  balances in excess of FDIC insurable limits. Management feels this risk is
mitigated  due  to  the  longstanding  reputation  of  these  banks.

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

MARKETABLE EQUITY SECURITIES AND OTHER INVESTMENTS


AMLH  holds  various  minority  equity investments in companies that meet AMLH's
investment  criteria.  AMLH applies the equity method of accounting for minority
investments  when  AMLH  has the ability to exert significant influence over the
operating  and  financial  policies  of  an  investment.  In the absence of such
ability,  AMLH  accounts  for  these minority investments under the cost method.
Certain  investments  carry  restrictions  on immediate disposition. Declines in
value  that  are  judged to be other than temporary are reported in other income
and  expense.  During  the  year  ended  December  31,  2004,  AMLH  recorded an
unrealized loss on its investment in preferred stock of Around the World Travel,
Inc.  of  $2,185,278.


LONG-LIVED ASSETS

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

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

When  items of land, building or equipment are sold or retired, the related cost
and  accumulated depreciation are removed from the accounts and any gain or loss
is  included  in  the  results  of  operations.  The  Company  does not have any
long-lived tangible assets that are considered to be impaired as of December 31,
2005.

Land held for development

Land  held  for development includes the initial cost of acquisition of the land
and  all  subsequent  capitalized  construction  and  development  costs.


Construction and development costs include all expenditures incurred in readying
certain  construction  and  development  related assets of the Company for their
intended use. These expenditures consist of direct costs such as land, financing
costs  &  interest,  legal  fees,  consulting  fees,  surveying, engineering and
architects,  contractors,  real  estate  taxes,  permits,  licenses  and  fees,
insurance,  photos,  copies,  printing, general and administrative and sales and
marketing  costs.


Interest costs are capitalized during the capitalization period, which commences
when  i)  expenditures  for  the  asset  have been made, ii) activities that are
necessary  to get the asset ready for its intended use are in progress, and iii)
interest cost is being incurred, and continues as long as these three conditions
are  present. The amount capitalized in an accounting period shall be determined
by  applying  an  interest  rate(s)  ("the  capitalization rate") to the average
amount  of  accumulated  expenditures  for  the  asset  during  the  period. The
capitalization  rates  is  based  on  the  rates  applicable to borrowings, both
directly  and  indirectly  associated with the subject asset, outstanding during
the  period.

For  the periods ending December 31, 2005 and 2004, interest capitalized totaled
$2,198,853  and  $1,497,904,  respectively.  As  of  December 31, 2005 and 2004,
$1,240,403  and  $920,134,  respectively,  of  interest  expense was accrued and
unpaid.

                                      F-10
<PAGE>

All  capitalized  construction  costs  are subject to write-down inasmuch as the
Company's  construction  and development assets are carried at the lower of cost
or  net  realizable  value.

The  Company defers costs directly relating to the acquisition of new properties
and resort businesses that, in management's judgment, have a high probability of
closing.  If  the  acquisition  is  abandoned,  any  deferred costs are expensed
immediately.  These  costs  are  capitalized  as  land held for development upon
closing

INTANGIBLES WITH FINITE LIVES

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

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

     Trademarks                   20 Years
     Customer List                 5 Years

These  intangible assets with finite lives are reviewed for potential impairment
whenever events or circumstances indicate that their carrying amounts may not be
recoverable.  During  2005  and  2004  management  determined that no impairment
adjustment  related  to  these  intangibles  was  necessary.

INCOME TAXES

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

GOODWILL

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

In  December 2005, American Leisure tested goodwill for impairment and concluded
there  were no events or changes in circumstances that would indicate impairment
had  occurred.

                                      F-11
<PAGE>

CASH AND RESTRICTED CASH

American  Leisure  considers  all  highly  liquid  investments  with  original
maturities  of  three  months  or  less  to  be  cash  equivalents.

The  restricted  cash  represents funds held in escrow for deposits received for
condo  and  townhome sales for the units at Tierra Del Sol Resorts. The escrowed
funds  will  be  applied  to  the  purchase  price by the buyer at closing. Also
included  in the escrowed funds are the equity requirements from KeyBank of $2.1
million as part of the credit facilities. The funds are not readily available to
the Company and can only be disbursed with the consent of KeyBank to be used for
the  construction  of  Tierra  Del  Sol  Resorts.

ACCOUNTS RECEIVABLE, NET

At  December  31,  2005  and  2004,  accounts  receivable,  net consisted of the
following:


                                                2005                  2004
Due from customers                         $  2,143,982          $  4,036,323
Miscellaneous receivables                        13,000                   575
                                           ----------------------------------
                                              2,156,982             4,036,898
   Less: reserve for doubtful accounts         (113,841)             (497,511)
                                           ----------------------------------
                                           $  2,043,141          $  3,539,387
                                           ==================================

ALLOWANCE FOR DOUBTFUL ACCOUNTS

Our  reported  balance of accounts receivable, net of the allowance for doubtful
accounts, represents our estimate of the amount that ultimately will be realized
in  cash.  We  review  the adequacy of our allowance for doubtful accounts on an
ongoing  basis,  using  historical payment trends and the age of the receivables
and  knowledge  of  our  individual  customers.  When  our analyses indicate, we
increase  or  decrease  our  allowance  accordingly.  However,  if the financial
condition  of  our  customers  were to deteriorate, additional allowances may be
required.

SHARES FOR SERVICES AND OTHER ASSETS

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

Had  compensation  expense  been determined based on the estimated fair value at
the  measurement  dates  of  awards under those plans consistent with the method
prescribed  by  SFAS No. 123, the Company's December 31, 2005 and 2004, net loss
would  have  been  changed  to  the  pro  forma  amounts  indicated  below.

                                      F-12
<PAGE>

                                                      2005              2004
                                                    ----------       ----------
Net Loss
As reported                                         (4,126,779)      (6,634,301)
Less: stock based compensation under intrinsic               -          120,555
Stock based compensation under fair value method      (129,573)        (340,065)
                                                    ----------       ----------
Pro forma                                           (4,256,352)      (6,853,811)
                                                    ==========       ==========
Net income (loss) per share - basic and diluted
As reported                                              (0.55)           (0.83)
Pro forma                                                (0.57)           (0.86)


The fair value of each option grant was estimated on the date of grant using the
Black-Scholes  option  pricing  model  with the following assumptions: Risk free
rate  of  3.5%;  volatility  of  196% for 2005 and 161% for 2004 with no assumed
dividend  yield;  and  expected  lives  of  five  years.

                                      F-13
<PAGE>

REVENUE RECOGNITION

American  Leisure  recognizes  revenues on the accrual method of accounting. For
the  sales  of  units on the Orlando property and other property sales, revenues
will  be  recognized  upon the close of escrow for the sales of its real estate.

Revenues travel, call center and other segments are recognized as earned,
which is primarily at the time of delivery of the related service, publication
or promotional material. Costs associated with the current period are expensed
as incurred; those costs associated with future periods are deferred.

RESORT UNIT PRE-SALES

American  Leisure  receives  deposits  between 5% and 20% of the sales price and
these  amounts  are  recorded  as  deposits  on  unit pre-sales. Certain amounts
received  are  restricted  and  recorded  in  restricted  cash. American Leisure
prepays  brokers  commissions  up  to 6% of the total commission, which is up to
12%,  and  prepays  Xpress,  Ltd.  a  commission  of 1.5% of the total sales and
marketing fees of 4.5%. Brokers commissions and sales and marketing fees are due
upon closing of a unit. Commissions and sales and marketing fees are earned upon
the  closing  of  a  unit.  Prepaid commissions and sales and marketing fees are
refundable  to  American  Leisure  in  the  event  of  buyer  withdrawal.

If  a  buyer  defaults,  the  seller  is entitled to retain all deposits and any
interest  earned.  If  the  buyer  properly terminates the agreement in a manner
allowed  by  the  agreement,  all  deposits will be returned to the buyer within
thirty  (30)  days  of the effective date of Buyer's rightful cancellation date.
The  buyer  has  15  days  to  terminate  the  purchase  and  sale  agreement.

In  the  event  American  Leisure fails to perform any of its obligations of the
agreement  within  the  time  specified,  the  buyer shall give American Leisure
written  notice  specifying  such  a  default.  American  Leisure  has  30  days
subsequent  to  receipt  of  said  notice  to cure the specified default, i.e. a
conveyance  of the Unit, or the cancellation of the agreement in which event the
buyer  may  request  a return of buyer's deposit, together with interest earned.


Managed Assets - TraveLeaders

Through  one  of  our  wholly  owned  subsidiaries,  American  Leisure  Equities
Corporation("ALEC")  we  acquired  the  trade  name  of TraveLeaders, as well as
substantially  all  of  the  assets  and  certain  other  liabilities  of  the
TraveLeaders  operations,  on  December  31,  2004  from Around the World Travel
("AWT").

Concurrent  with this acquisition, ALEC entered into a management agreement with
AWT,  whereby  AWT  manages the TraveLeaders franchise and employs the personnel
necessary  to  operate  the TraveLeaders retail locations. The risk of loss from
this  operation is borne by AWT, as all agreements and licenses are in its name.
AWT  is  paid  a  management  fee of 10% of earnings before interest, taxes, and
depreciation  and  amortization.


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, 2005 and 2004, potential dilutive securities
had  an anti-dilutive effect and were not included in the calculation of diluted
net  loss  per common share. Total shares issuable upon the exercise of warrants
and  the conversion of preferred stock for the years ended December 31, 2005 and
2004,  were  17,223,230  and  12,672,236,  respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  Accounting  Changes  and  Error
Corrections  ("SFAS 154"). SFAS 154 replaces Accounting Principles Board ("APB")
Opinion  No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes
in  Interim  Financial  Statements. SFAS 154 requires that a voluntary change in
accounting  principle be applied retrospectively with all prior period financial
statements  presented  on  the  new accounting principle. SFAS 154 also requires
that a change in method of depreciating or amortizing a long-lived non-financial
asset  be accounted for prospectively as a change in estimate, and correction of
errors in previously issued financial statements should be termed a restatement.
SFAS  154  is  effective for accounting changes and correction of errors made in
fiscal  years beginning after December 15, 2005. The Company does not expect the
adoption  of  SFAS  154  to have a material impact on the Company's consolidated
financial  statements.

As  permitted  by  SFAS  No. 123, "Accounting for Stock-Based Compensation," the
Company accounts for share-based payments to employees using the intrinsic value
method  under  Accounting Principles Board, or APB, Opinion No. 25. As such, the
Company generally does not recognize compensation cost related to employee stock
options  or  shares  issued under the Company's employee stock purchase plan. In
December  2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which is
a  revision  of  SFAS  No.  123  and  supersedes  APB  Opinion  No.  25.

SFAS No. 123(R) allows for two adoption methods:

-  The  modified  prospective  method  which  requires  companies  to  recognize
compensation cost beginning with the effective date of adoption based on (a) the
requirements  for  all  share-based payments granted after the effective date of
adoption  and  (b) the requirements for all unvested awards granted to employees
prior  to  the  effective  date  of  adoption;  or

-  The  modified  retrospective  method  which  includes the requirements of the
modified  prospective  method  described above, but also requires restatement of
prior  period  financial statements using amounts previously disclosed under the
pro-forma  provisions  of  Statement  123.

SFAS  No.  123(R) require all share-based payments to employees and directors to
be  recognized  in  the  financial  statements based on their fair values, using
prescribed  option-pricing  models.  Upon  adoption pro-forma disclosure will no
longer  be  an  alternative to financial statement recognition. The Company will
adopt  the  provisions  of  SFAS  No.  123(R)  in the first quarter of 2006. The
Company  intends to use the modified prospective method of adoption and continue
to  use  the  Black-Scholes  option pricing model to value share-based payments,
though  alternatives  for  adoption  under  the new pronouncement continue to be
reviewed  by the Company. The Company continues to review the impact of SFAS No.
123(R)  as relates to future use of share-based payments to compensate employees
in  2006.  The  adoption  of  the  fair-value method will not have a significant
impact  on the Company's results of operations as the fair value of stock option
grants  and  stock  purchases  under  the  employee  stock purchase plan will be
required  to  expense  beginning  in  2006.

Statement No. 123(R) also requires the benefit related to income tax deductions
in excess of recognized compensation cost to be reported as a financing cash

                                      F-14
<PAGE>

flow, rather than as an operating cash flow as required under current accounting
guidance.  This  requirement  will  reduce  net  operating  flows  and  increase
financing  cash  flows  of  the Company in periods subsequent to adoption. These
future  amounts cannot be estimated, as they depend on, among other things, when
employees  exercise  stock  options.

RECLASSIFICATIONS

Certain amounts in the December 31, 2004 financial statements have been
reclassified to conform to the December 31, 2005 financial statement
presentation.


NOTE 3 - FINANCIAL CONDITION AND GOING CONCERN

American Leisure's financial statements have been presented on the basis that it
is  a  going  concern,  which  contemplates  the  realization  of assets and the
satisfaction  of  liabilities in the normal course of business. American Leisure
has  working  capital of $11,609,651 and has obtained adequate debt financing on
the  Orlando  Resort  property; however, American Leisure incurred a net loss of
$4,126,779  during  2005 and there is substantial doubt as to American Leisure's
ability  to  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.

American  Leisure  has adequate capital to maintain its operations. The proceeds
from  the sale of a parcel of Orlando Resort property and the cash received from
the  pre-sales  of  The  Company's  Orlando  Resort  units have provided current
operational  funds while the construction and land loans funded in December 2005
and  the  financing from the Community Development District Bond in January 2006
financed through KeyBank, N.A., provided American Leisure with adequate funds to
maintain  its  operations until the balance of the financing is obtained for the
construction  of  the  Orlando  Resort  property.

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


NOTE  4  -  ACQUISITIONS

On  December 30, 2004, American Leisure through one of its subsidiaries, entered
into  an  Asset  Purchase  Agreement  (hereinafter  referred to as the "Original
Purchase Agreement") with Around The World Travel, Inc. (AWT), pursuant to which
AWT agreed to sell substantially all of its assets to American Leisure. American
Leisure  believes  this  acquisition will allow American Leisure to capture more
travel consumers to visit its resort, buy property and consume its services. The
business  acquired  will  continue  to operate as travel agencies under the name
TraveLeaders.  The  parties  agreed that the purchase price is equal to the fair
value of the Business, plus $1,500,000. Under the terms of the Original Purchase
Agreement,  AWT  conveyed  to  American  Leisure  all of the assets necessary to
operate  the  Business,  including  substantially  all  of  AWT's  tangible  and

                                      F-15
<PAGE>

intangible  assets  and certain agreed liabilities. Pursuant to the terms of the
Original  Purchase Agreement, AWT and American Leisure entered into a Management
Agreement,  under  which AWT manages the Business on behalf of American Leisure.
AWT  and  American  Leisure  also  entered into a License Agreement, under which
American  Leisure granted AWT a non-exclusive license to use certain trade names
and  related  intellectual  property  in  connection  with the performance of ts
duties under the Management Agreement. The Management Agreement has been renewed
and the License Agreement hasve been renewed and will expire simultaneously with
the  Management  Agreement.

Prior to the Original Purchase Agreement, American Leisure had acquired from the
creditors  and  minority  shareholders  of  the  Seller the following: 1) senior
secured  noted  of  the  Seller  with  an  outstanding  principal  balance  of
$18,761,000,  subject  to  $5,000,000  of  liabilities  in  exchange for 340,000
restricted  shares of American Leisure common stock; 2) 907,877 shares of Series
A  Preferred  Stock  of the Seller (constituting approximately 42% of the issued
and outstanding shares of such preferred stock) in exchange for 24,101 shares of
newly  designated  Series  E  Convertible Preferred Stock of American Leisure, a
promissory  note  in  the  principal  amount of $1,698,340 and a cash payment of
$5,250;  3)  an  option  to  purchase the Parent of the Seller (Around The World
Holdings,  Inc.),  which  owned  approximately 62% of the issued and outstanding
common  stock of the Seller; 4) approximately 5% of the minority interest common
and  preferred stock of the Seller; and 5) options to purchase approximately 27%
of  the  common stock and 42% of the preferred stock of the Seller from minority
shareholders of the Seller. The excess purchase price over the fair value of net
tangible  assets was stated at $12,496,568, as of December 31, 2004 all of which
was  allocated  to  goodwill.

The  parties  subsequently  entered  to  a  First  Amendment  to  Asset Purchase
Agreement  dated as of March 31, 2005 (the "First Amendment"), pursuant to which
the  parties agreed to modify certain of the provisions of the Original Purchase
Agreement. Under the terms of the Amended Purchase Agreement, the purchase price
for the AWT assets was to be $17,500,000, which amount was stated as $17,500,000
to  be  paid  as  follows:

Form of Consideration                                                Amount
                                                                   -----------
Assumption of designated liabilities                               $ 4,242,051
Forgiveness of loans and indebtedness owed by AWT to the Company     4,774,619
Issuance of note by American Leisure to AWT (the "Purchaser Note")   8,483,330
                                                                   -----------
Total                                                              $17,500,000

Prior  to  December  31,  2005, American Leisure paid a portion of the principal
amount  of  the  Purchase  Note  through:  (i) the transfer of certain assets by
American  Leisure  to  AWT  (consisting  of certain accounts receivable, prepaid
expenses  and  deposits); (ii) the retention by AWT of the proceeds from certain
accounts  receivable sold by AWT to American Leisure; and (iii) payments made by
American Leisure to AWT. As of December 31, 2005, the outstanding balance of the
Purchaser  Note  was  $5,297,788.

On or about November 14, 2005, the Company and American Leisure asserted certain
claims  against AWT with respect to the alleged breach of the Purchase Agreement
and  the  Management  Agreement  dated  as of December 31, 2005 between American
Leisure  and  AWT.  After  negotiations among the parties, the parties agreed to
settle the claims made by the Company and American Leisure pursuant to the terms
of  the Settlement Agreement (the "Settlement Agreement") effective December 31,
2005.

The  Settlement  Agreement  provides  that  the purchase price under the Amended
Purchase  Agreement  will be reduced from $17,500,000 to $9,000,000. The parties
agreed  to  implement  the  reduction  of  the purchase price by eliminating the
remaining balance of the Purchaser Note (which had a balance of $5,297,788 as of

                                      F-16
<PAGE>

December  31,  2005) and by establishing an obligation of AWT to pay to American
Leisure the amount of $3,185,548 as of December 31, 2005. This amount is payable
on  demand.

The  following  table  summarizes  the  estimated  fair  value of the net assets
acquired  and  liabilities  assumed  as  reported:

                                                2005             2004
                                           -------------    --------------
Current assets                             $   1,850,109    $    1,850,109
Property and equipment                           287,975           287,975
Deposits                                         276,481           276,481
Trademark                                      1,000,000         1,000,000
Goodwill                                       4,085,435        12,585,435
  Total assets acquired                    $   7,500,000    $   16,000,000
                                           -------------    --------------

Notes Assumed                              $   4,242,051    $   11,040,320
Accounts Payable & Accrued Expenses                    -         6,266,032
Total liabilities assumed                      4,242,051        17,306,352
                                           -------------    --------------
Debt forgiven                                  4,757,949                 -
 Series F Preferred Stock issued                       -           193,648
Consideration                              $   9,000,000    $   17,500,000
                                           -------------    --------------

As of December 31, 2005 and December 31, 2004, the Acquisition Goodwill amounted
to  $5,585,435  and  $14,085,435 respectively. After an impairment of $1,500,000
for  the  excess  paid  over  fair value of the assets (recognized in 2004), the
balance  of  Goodwill  is $4,085,435 and $12,585,435 as of December 31, 2005 and
December  31,  2004  respectively.

On  December  31,  2005, the Company through its subsidiary Tierra Del Sol, Inc.
("TDS")  acquired the minority interest held by Harborage Leasing Corporation in
TDS  for  $3,464,129  consisting of a note payable of $1,432,046 which is due on
July  1, 2006, and 197,000 shares of American Leisure common stock shares valued
at  market price on the date of the transaction or $183,210 and 300,000 warrants
with  an  exercise  price  at  $5.00  per  share  valued  at  $233,713 using the
Black-Scholes  option  pricing  model  with the following assumptions: Risk free
rate  of 1.5%; volatility of 157% and no dividends, two 3 bedroom condominium to
be  built  in  Phase  II  of the Orlando Resort valued at $630,160. Furthermore,
subsequent  to January 2007, Harborage Leasing Corporation can sell the American
Leisure  shares  to  American  Leisure  for $985,000, which is recorded as a put
liability  in  the  accompanying financial statements. The put option is void if
AMLH's  stock  price  is greater than $5.00 per share for 30 consecutive days in
2007.  The  Company  accounted for this acquisition using the purchase method of
accounting  and  allocated  the purchase price to the land held for development.
Full  ownership gives the Company the ability to recognize all of the profits on
the  development  of the Orlando Resort property. Amercian Leisure has agreed to
provide  its  executive officers a bonus of up to 19% of the profits, if any, of
TDS.

NOTE 5 - OTHER RECEIVABLES

Other receivables consist of unsecured advances to Around the World Travel, Inc.
of  $4,536,312  and  other  amounts due from West Villas, Inc., Maingate Towers,
Inc.  and  Orlando  Tennis Village, Inc. of $1,828,390 which is from the sale of
the 40 acres described in Note 7, and $222,655 due from other third parties. The
amounts  due from AWT are predominantly from advances and from amounts earned by
the Company in connection with the management agreement, under which AWT manages
the  assets  acquired  December  31,  2004.  During  2005,  the  Company  earned
approximately  $973,610  under  this  arrangement.

                                      F-17
<PAGE>

NOTE 6 - PROPERTY AND EQUIPMENT, NET

At December 31, 2005, property and equipment consisted of the following:


                                        Useful
                                         Lives       2005         2004
                                                    ------      -------
Computer equipment                         3-5   $   419,683  $   576,783
Furniture & fixtures                       5-7       294,657       60,374
Automobiles                                  5        63,230       63,230
Leasehold improvements                       5        31,919            -
Telecommunications equipment                 7     6,764,848    6,782,110
                                                 -----------  -----------
                                                   9,178,191    7,482,497
Less: accumulated depreciation and amortization    2,997,851    1,393,997
                                                 -----------  -----------
                                                 $ 4,583,853  $ 6,088,500
                                                 ===========  ===========

Depreciation expense was $1,603,854 and $936,874 for 2005 and 2004,
respectively.


NOTE 7 - LAND HELD FOR FUTURE DEVELOPMENT

American  Leisure  is planning to construct a 972-unit resort ("Orlando Resort")
in  Orlando,  Florida  on  122 acres of undeveloped land. Pre-construction sales
commenced  in  February  2004.

As  of  December  31,  2005,  the  Company, has pre-sold 673 vacation homes in a
combination  of  contracts  on town homes and reservations on condominiums for a
total  sales volume of approximately $234 million. In connection with the sales,
the  Company  has  received  deposits totaling approximately $37,666,000 and has
prepaid  sales  commissions  to  various  brokers  and  agents  of approximately
$7,771,000  and  has  prepaid  sales  commissions of approximately $3,516,000 to
Xpress,  Ltd.,  a  related  party.

On  December  28,  2005,  The  Company  completed  the  sale  of 41 acres of its
development  property  located  in Polk County, Florida (adjacent to the Orlando
Resort property) for $8,000,000 and realized a profit of $3,324,736 on the sale.
The sale was brokered through American Leisure Real Estate Group, Inc, an entity
controlled  by Malcolm Wright (American Leisure's CEO); the broker commission on
the sale amounted to $400,000. The Company has approximately $1,823,000 due from
the  buyers  West Villas, Inc., Maingate Towers, Inc. and Orlando Tennis Village
which  is  due  upon demand and is recorded in other receivables at December 31,
2005.

On  March  8,  2005, American Leisure sold 13.5 acres of commercial property for
$4,020,000,  plus  the  reimbursement  of  expenses  in  the amount of $157,219.
Profits  realized  on  the  sale  amounted  to  approximately  $968,000.



NOTE 8 - INVESTMENT IN SENIOR SECURED NOTES AND CONTINGENT LIABILITY

During  2004,  AMLH acquired senior secured notes receivable paper (the "Notes")
for  340,000  shares  of  AMLH  stock  and the assumption of a non-recourse note
payable  to  CNG  Hotels  (CNG  Note)  for  $5,000,000. The Notes are secured by
substantially  all  of the assets of Around the World Travel ("AWT"), the maker.
The  purpose  of the Company's acquisition of the Notes was to allow AMLH to get
in  a senior secured position in AWT at the time AMLH was evaluating purchase of
the  assets  of  AWT.

                                      F-18
<PAGE>

The  approximately  $24,000,000 balance of the Notes includes unpaid interest of
approximately  $6,000,000.  The  Notes  are  in default and no interest is being
accrued  by AMLH relating to these Notes. The Company's projection of discounted
future cash flows from the Notes at the time of purchase exceeded the $5,170,000
carrying  value,  based  primarily on the net realizable value of the collateral
assets.



Repayment  of the $5,000,0000 CNG Note is contingent, and equal to, the proceeds
received by the Company on the investment in the Notes. The Company's obligation
will  not  exceed  $5,000,000 under this contingency, even in the event proceeds
from  the  investment  in  the  note  receivable  exceed  that  amount.



In  December  2004,  the Company acquired substantially all of the assets of AWT
(See  Note  4).  In  spite  of this acquisition, AWT continued operations in the
travel  and  travel  related businesses. Accordingly, management determined that
the  expected  discounted future cash flow from the investment in the Notes that
the  Company  can  reasonably  expect  is  greater  than  carrying  value and no
impairment  will  be  recorded  at  December  31,  2005  and 2004, respectively.




NOTE 9 - OTHER ASSETS

Other assets include the following at December 31, 2005 and 2004:

                                       2005                  2004
                                  ------------          ------------
Deferred financing costs          $  4,192,988          $  2,131,763
Deposits and other                      61,500               505,811
Investment in Reedy Creek              901,705                     -
                                  ------------          ------------
                                  $  5,156,193          $  2,637,574
                                  ============          ============

Deferred  financing  costs  are  derived from warrants issued in connection with
obtaining  debt.  Deferred  financing  costs  are amortized over the life of the
notes  using  the  effective  interest  method. American Leisure has capitalized
deferred  financing  costs  of  $3,837,696  and  $2,267,998  for  2005 and 2004,
respectively.  American Leisure has recorded amortization expense $1,887,623 and
$477,235  for  the  years  ended  December  31,  2005  and  2004,  respectively.


NOTE 10 - INVESTMENTS

In  January  2005,  American  Leisure  acquired  its interest in Caribbean Media
Group,  Ltd.,  ("CMG")  which  provides  call  center,  contact center and media
services  in  Antigua.  As  of  December  31,  2005,  American  Leisure  owned
approximately  49%  of  the  total  outstanding  shares.  American  Leisure  is
accounting  for its investment under the equity method of accounting as American
Leisure  has  significant  influence  but  not  control,  over the financing and
operating  activities  of CMG. For the year ended December 31, 2005, the Company
recognized  a  net  loss  in  the equity of an unconsolidated affiliate, CMG, of

                                      F-19
<PAGE>

$293,201.

Summarized financial information of CMG is as follows:

                                                    December 31,
                                               2005               2004
                                           ------------        ------------
        Current assets                     $    341,737        $          -
        Non-current assets                       90,682                   -
        Current liabilities                     830,789                   -
        Non-current liabilities                       -                   -

                                               Year ended December 31,
                                                 2005              2004
                                           ------------        ------------
        Revenue                            $     948,392       $          -
        Gross Margin                             231,829                  -
        Net loss                                 598,369                  -
        American Leisure's equity in net
        loss                                     293,201                  -



In  November  2003,  the  Company  entered  into an agreement with Mr. Frederick
Pauzar  (who  became  American  Leisure's COO and Director in September 2005) to
sell  their  ownership  interests in the stock of American Vacation Resorts Inc.
("AVR")  for  $1,500,000.  In April 2004, the sale was completed and the Company
recorded  a  reduction  of  $800,000  of  debt  due  to  Arvimex and a profit of
$145,614.


NOTE 11 - LONG-TERM DEBT AND NOTES PAYABLE

Below is a summary of long-term debt and notes payable as of December 31, 2005
and 2004:

                                      F-20
<PAGE>

<TABLE>
<CAPTION>

                                                      Maturity      Interest       Principal Outstanding
                               Collateral               Date          Rate          2005          2004
                              ----------                ----          ----       ----------    ---------
<S>                               <C>                   <C>           <C>           <C>           <C>

Third party entity            Unsecured                Demand         10%        $  30,000    $       -
Financial institution         Personal guarantees     12/2003          8%          250,000      250,000
Financial institution         Assets, personal
                              guarantees               8/2004        8.75%               -        1,454
Third party individual        1st lien 13.5
                              commercial acres,
                              guarantees              10/2004         12%                -    1,300,000
Financial institution         Assets of the
                              Company                 11/2004         12%                -        9,528
Third party entities          Equipment                3/2005         18%            9,029       28,097
Third party individual        3rd lien 163 acres
                              of undeveloped land      3/2005         12%                -    1,862,250
Financial institution         1st lien 163 acres
                              of undeveloped land,
                              guarantees               4/2005         12%                -    6,000,000
Credit line                   Assets, personal
                              guarantees               1/2006        8.75%          51,000            -
Third party entity            Unsecured                7/2006         12%        2,062,206            -
Financial institution         Lien on property,
                              assets and common
                              stock and guarantees     9/2006         8%         1,250,000 *  1,250,000
Financial institution         Lien on property,
                              assets and common
                              stock and guarantees     4/2007         8%         3,000,000 *  3,000,000
Financial institution         1st lien 122 acres
                              of undeveloped land,
                              guarantees               6/2007        12%        10,250,376            -
Financial institution         Lien on property,
                              assets and common
                              stock and guarantees     6/2007         8%         1,355,000 *  1,255,000
Financial institution         Lien on property,
                              assets and common
                              stock and guarantees     6/2007         8%           289,000 *          -

                                      F-21
<PAGE>

Financial institution         Lien on property,
                              assets and common
                              stock and guarantees    12/2007         8%         2,100,000 *          -
Financial institution         Lien on property,
                              assets and common
                              stock and guarantees    12/2008         6%         6,000,000 *  6,140,964
Third party entity            Certain assets           2/2009         5%         5,000,000    5,000,000
Third party entity            Vehicle                  3/2010        9.39%          30,942       38,955
Third party entity            Common stock of AWT      4/2011         4%                 -    1,698,340
Third party entity            Common stock of AWT      4/2011         4%         3,893,915            -
Financial institution         Assets, personal
                              guarantees               5/2033         4%           369,687      375,900
                                                                                ----------   ----------
                                                                                35,941,155   28,210,488
Less: current portion                                                           (3,652,235)  (9,605,235)
                                                                                ----------   ----------
Long-term debt                                                                  $32,288,920  $18,605,253
                                                                                ===========  ===========
</TABLE>

* Effective December 31, 2005, Stanford International Bank Limited, an Antiguan
banking corporation, modified the terms of the notes due them as follows:

     -    Interest  on  the  $6,000,000  Note  has  been  paid  through December
          31, 2004. Interest accrued from January 1, 2005, through September 30,
          2006,  on the $6,000,000 Note shall be due and payable on December 28,
          2008.  Interest  accruing  after September 30, 2006, on the $6,000,000
          Note  shall be paid in accordance with the original terms of the Note.

     -    Interest  accrued  on  the  $3,000,000  Note from the date of the Note
          through  September  30,  2006,  shall  be due and payable on April 22,
          2007.  Interest  accruing  after September 30, 2006, on the $3,000,000
          Note  shall be paid in accordance with the original terms of the Note.

     -    The Maturity  Date  of  the  $1,250,000  Note  is  hereby  extended to
          September  30,  2006.  The  principal  amount  of the $1,250,000 Note,
          together  with  all  interest  accrued from the date of the $1,250,000
          Note, shall be due and payable in full on that date. No payments shall
          be  required  prior  to  the  revised  Maturity  Date.

     -    The Maturity  Date  of  the  $1,355,000  Note  is  hereby  extended to
          June  30,  2007. The principal amount of the $1,355,000 Note, together
          with  all interest accrued from the date of the Note, shall be due and
          payable  in  full on that date. No payments shall be required prior to
          the  revised  Maturity  Date.

     -    The Maturity  Date  of  the  $305,000  Note is hereby extended to June
          30, 2007. The principal amount of the Note, together with all interest
          accrued from the date of the Note, shall be due and payable in full on
          that  date.  No payments shall be required prior to the Maturity Date.
          As  of  December 31, 2005, $289,000 had been drawn from this facility.

     -    Interest  on  the  outstanding  principal  balance  of  the $2,100,000
          Note  will be payable in arrears, on a quarterly basis, with the first
          payment due on March 28, 2006 and with subsequent payments due on each
          subsequent  June 28, September 28, December 28 and March 28, until the
          Maturity  Date  of  December  27, 2007, when the outstanding principal
          balance and all accrued but unpaid interest will be due and payable in
          full.

Principal maturities of long-term debt are as follows:

                                            Amount
                                         -------------
                         2006            $   3,652,235
                         2007               16,994,376
                         2008                6,000,000
                         2009                5,000,000
                         2010                   30,942

                                      F-22
<PAGE>

                         2011                3,893,915
                      Thereafter               369,687
                                         -------------
                                         $  35,941,155
                                         =============


NOTE 12 - NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>

Notes payable - related parties, consists of the following as of December 31,
2005 and 2004.
                                                                Interest       Principal Outstanding
                           Collateral       Maturity Date         Rate           2005         2004
                           ----------       -------------       ---------    -----------   ----------
<S>                          <C>                <C>                <C>            <C>          <C>
     Related Party         Unsecured           Demand              12%       $   131,945   $  140,044

     Related Party         Unsecured           Demand              12%           306,500      659,000

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

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

     Related Party         Unsecured           Demand              12%           327,028      531,232

     Related Party         Unsecured           Demand              12%           124,262            -

     Related Party         Unsecured           Demand              10%            97,504            -

     Related Party         Unsecured           Demand              10%           285,000            -

      Shareholder          Unsecured           Demand              12%           178,366            -

      Shareholder        3rd lien on 163
                            acres of
                        undeveloped land       5/1/05              12%                 -       380,353
                                                                             -----------    ----------
                                                                               1,650,605     1,910,629
  Less: current portion                                                       (1,650,605)   (1,910,629)
                                                                             -----------    ----------
                                                                             $         -    $        -
                                                                             ===========    ==========
</TABLE>

Principal repayments for next years are as follows:

                                          Amount
                                        ------------
                      2006                 1,650,605
                                        ------------
                                        $  1,650,605
                                        ============

NOTE 13 - SHAREHOLDER ADVANCES

As of December 31, 2005 and 2004, American Leisure has shareholder advances
totaling $0 and $273,312 respectively with interest at 12%.  The advances
were unsecured and due on demand.


NOTE 14 - STOCKHOLDERS EQUITY AND REDEEMABLE PREFERRED STOCK

COMMON STOCK AND REDEEMABLE PREFERRED STOCK

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

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

In August 2004, 1,450,000 warrants were exercised by holders at par value of
$.001 per share.

                                      F-23
<PAGE>

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

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

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

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

On June 30 2005, 160,000 shares of common stock were issued upon the exercise of
warrants at $0.001 per share.

PREFERRED STOCK

American Leisure is authorized to issue up to 10,000,000 shares in aggregate of
preferred stock:
                                                                       Annual
             Total Series      Liquidated                Dividends   Conversion
              Authorized        Value        Voting      per Share      Rate
            -------------     ----------    --------    ----------    ----------
Series A        1,000,000     $    10.00       Yes       $    1.20      10 to 1
Series B          100,000         100.00       Yes           12.00      20 to 1
Series C           28,000         100.00       Yes            4.00      20 to 1
Series E           50,000         100.00       Yes            4.00    6.66 to 1
Series F          150,000         100.00       Yes            1.00       2 to 1

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

Series  A  are  redeemable  at  American  Leisure's  option after 5 years if not
converted  by  the  holder.  The  conversion  period is 5 years from the date of
issue.  The  redemption  amount  per share will equal the liquidation value plus
accrued  but  unpaid  dividends.


Conversion is at a fixed amount of 10 for 1. Upon any conversion, the holder, by
converting,  waives his right to the payment of cash for such accrued but unpaid
dividends.  In  lieu  of a cash dividend the holder shall receive such number of
shares  of  common stock equal to (A) the amount of accrued but unpaid dividends
on  such  Preferred  Stock surrendered for conversion by such holder, divided by
(B)  the  market  value  of  common  stock  on  the  conversion  date.


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

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

Series  B  are  redeemable  at  American  Leisure's  option after 5 years if not
converted  by  the  holder.  The  conversion  period is 5 years from the date of
issue.  The  redemption  amount  per share will equal the liquidation value plus
accrued  but  unpaid  dividends.


Conversion  is  not  less  than  20  for 1 nor more than 12.5 for 1 based on the
market  price. Conversion is calculated by dividing the liquidation value by the
market  price  but such conversion shall not be greater than 20 shares of common
stock  for 1 preferred share or not lower than 12.5 shares of common stock for 1
preferred  share.  The  maximum  shares (20 to 1) will be issued when the market

                                      F-24
<PAGE>

price  of  common stock is $5 or below $5 and the minimum conversion (12.5 to 1)
will  be  when  the  market  price  of  common stock is $8 or above $8. Upon any
conversion,  the  holder, by converting, waives his right to the payment of cash
for  such  accrued  but  unpaid dividends. In lieu of a cash dividend the holder
shall  receive  such number of shares of common stock equal to (A) the amount of
accrued  but unpaid dividends on such Preferred Stock surrendered for conversion
by  such  holder,  divided  by  (B)  the  market  value  of  common stock on the
conversion  date.


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

Series  C  are  redeemable  at  American  Leisure's  option after 5 years if not
converted  by the holder. The conversion period expires 5 years from the date of
issue.  The  redemption  amount  per share will equal the liquidation value plus
accrued  but  unpaid  dividends.


Conversion  is  not  less  than  20  for 1 nor more than 12.5 for 1 based on the
market  price. Conversion is calculated by dividing the liquidation value by the
market  price  but such conversion shall not be greater than 20 shares of common
stock  for 1 preferred share or not lower than 12.5 shares of common stock for 1
preferred  share.  The  maximum  shares  will be issued when the market price of
common  stock  is $5 or below and the minimum conversion will be when the market
price  of  common  stock  is  $8  or higher. Upon any conversion, the holder, by
converting,  waives his right to the payment of cash for such accrued but unpaid
dividends.  In  lieu  of a cash dividend the holder shall receive such number of
shares  of  common stock equal to (A) the amount of accrued but unpaid dividends
on  such  Preferred  Stock surrendered for conversion by such holder, divided by
(B)  the  market  value  of  common  stock  on  the  conversion  date.


Series  E  are  redeemable  at  American  Leisure's  option after 5 years if not
converted  by the holder. The conversion period expires 5 years from the date of
issue.  The  redemption  amount  per share will equal the liquidation value plus
accrued  but  unpaid  dividends.


Conversion  is at a maximum of 6.66 for 1 or if the market price is above $15.00
then  the  conversion  is  $100  divided  by  the  market  price  at the date of
conversion,  for example $100/$20 or 5 common shares for 1 preferred share. Upon
any  conversion,  the  holder, by converting, waives his right to the payment of
cash  for  such  accrued  but  unpaid  dividends. In lieu of a cash dividend the
holder  shall  receive  such  number  of shares of common stock equal to (A) the
amount  of  accrued but unpaid dividends on such Preferred Stock surrendered for
conversion  by  such  holder, divided by (B) the market value of common stock on
the  conversion  date.


Series E have voting rights equal to 6.66 common shares to 1 Series E preferred
share.

Series F issuance was retracted.

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

American  Leisure  has  not  declared dividends as of December 31, 2005, however
cumulative  and  unpaid  dividends  are  as  follows:

             December 31, 2005          December 31, 2004
             -----------------          -----------------
Series A     $       5,094,049          $       3,894,049
Series B               140,852                    106,952
Series C               304,219                    195,463
Series E               261,824                    165,075
             $       5,800,944          $       4,361,540


American  Leisure  would  be required to issue up to 10,760,793 shares of common
stock  if all preferred shares were converted at their most favorable conversion
terms.


WARRANTS


In  2005,  American  Leisure  issued  4,354,032 warrants of which 3,854,032 were
issued  in connection with loan guarantees and financing, 200,000 were issued to

                                      F-25
<PAGE>

directors  and  300,000 were issued for the acquisition of the minority interest
in  Tierra  Del  Sol,  Inc.



In 2004, American Leisure issued 2,228,064 warrants of which 876,879 were issued
in  connection  with  loan  guarantees  and  financing,  525,000  were issued to
directors  and  officers  and  310,000  were  issued  to  third  parties.



During 2003, American Leisure issued 200,000 warrants to third parties.



Warrants for Loan Guarantees and Financing Costs



During  2005,  American  Leisure issued 3,854,032 warrants valued at $3,837,696.
The  warrants  were  issued in connection with loan guarantees and in connection
with  obtaining  additional  financing and recorded as deferred financing costs.
These  warrants  are exercisable from $0.001 to $5 and have terms ranging from 3
to  5  years.  The  estimated  fair  value  of the warrants was valued using the
black-scholes  option  pricing  model  with  the following assumptions: dividend
yield  0.0%,  expected  volatility  of 195%, risk-free interest rate of 1.5% and
expected  lives  of  36  to  60  months.



Mr. Wright has personally guaranteed the Company's indebtedness of $6,000,000 to
Stanford.  In  July 2005, the Company authorized the issuance of warrants to Mr.
Wright  and  Mr.  Chiles  to  purchase  347,860  shares  and  168,672  shares,
respectively, of our common stock at an exercise price of $1.02 per share and in
December  2005, the Company authorized the issuance of warrants to Mr. Wright to
purchase  2,008,500 shares of our common stock at an exercise price of $1.02 per
share.  The  Company is under a continuing obligation to issue warrants at $1.02
to  Messrs. Chiles and Wright for guarantees they may be required to give on the
Company's behalf going forward. The warrants were valued using the Black-Scholes
option  pricing  model  and  recorded  as  deferred  financing  costs.



During  2004,  American  Leisure issued 2,228,064 warrants valued at $1,461,794.
The  warrants  were  issued in connection with loan guarantees and in connection
with  obtaining  additional  financing and recorded as deferred financing costs.
These warrants are exercisable from $.001 to $5 and have terms ranging from 3 to
5  years.  The  estimated  fair  value  of  the  warrants  was  valued using the
black-scholes  option  pricing  model  with  the following assumptions: dividend
yield  0.0%,  expected  volatility  of 158%, risk-free interest rate of 1.5% and
expected  lives  of  36  to  60  months.



In  March  2004,  the  Company issued warrants to Bill Chiles, a director of the
Company, to purchase 168,672 shares of the Company's common stock at an exercise
price  of  $2.96 per share of common stock which were subsequently revised to an
exercise  price  of  $1.02  as  consideration  for  personal  loan guarantees to
Stanford.  Also,  in  May 2004, the Company issued warrants to Malcolm Wright, a
director  of  the  Company  and  the Company's Chief Executive Officer and Chief
Financial  Officer,  to purchase 347,860 shares of the Company's common stock at
an  exercise  price  of  $1.02 per share of common stock. The Company issued the
warrants  to  Messrs.  Chiles  and  Wright  as  consideration for their personal
guarantees  of  the  Company's debt and pledges of their shares of the Company's
stock  to  Stanford  as  part  of  the  security for the financing that Stanford
provided  to  the  Company.



During  2003,  American  Leisure  issued 200,000 warrants valued at $44,600. The
warrants  were  issued in connection with loan guarantees and in connection with
obtaining  additional  financing and recorded as deferred financing costs. These
warrants  are exercisable at $1.02 and have terms of 5 years. The estimated fair
value  of  the  warrants was valued using the black-scholes option pricing model
with  the  following  assumptions:  dividend  yield 0.0%, expected volatility of
158%,  risk-free  interest  rate  of  1.5%  and  expected  lives  of  60 months.



Warrants for Director Services

During  2005,  American  Leisure issued 200,000 warrants valued at $144,057. The
warrants  were  issued  to members of the board of directors. These warrants are
exercisable  from  $1.02  and have terms of 3 years. The estimated fair value of
the  warrants  was  valued using the black-scholes option pricing model with the
following  assumptions:  dividend  yield  0.0%,  expected  volatility  of  158%,
risk-free  interest  rate  of  1.5%  and  expected  lives  of  36  months.


                                      F-26
<PAGE>

Warrants Issued for Minority Interest


Also,  during 2005, American Leisure issued 300,000 warrants valued at $233,713.
The warrants were issued in connection with the acquisition of minority interest
in  Tierra  Del  Sol, Inc. The warrants are exercisable at $5 and have term of 5
years.  The  estimated  fair  value  of  the  warrants  was  valued  using  the
black-scholes  option  pricing  model  with  the following assumptions: dividend
yield  0.0%, expected volatility of 158%, risk-free interest rate of 1.5% and an
expected  life  of  60  months.



At  December  31,  2005,  there are 6,782,096 warrants outstanding with exercise
prices  ranging  from  $0.001  to  $5.00  that  expire  between  2008  and 2010.



Registration Rights Agreement

In  December 2005, in connection with the issuance of 693,000 warrants issued in
connection with a financing, we entered into a registration rights agreement. We
agreed to file with the Securities and Exchange Commission, within 180 days from
the  date  of  notice,  a  registration  statement  on  Form  S-1  or  SB-2.



The Company is required to maintain effectiveness until all shares can be issued
and  outstanding,  sold  or  can  be  sold  under  Rule  144.



In  the  event  of  default,  no registration statement is declared effective or
becomes  not effective, the Company will pay liquidating damages equal to 10% of
the  original warrants issued per quarter. The Company believes this liquidating
damages  charge  can  apply  to a maximum of 2 quarters. The liquidating damages
will  not  result  in  any  cash  payments  to  the  holders  of  the  warrants.



As  of  December  31,  2005  and  the  date  of this filing, the Company has not
received  notice  from  the  holders  of  the  warrants  to  file a registration
statement.



NOTE 15 - NET INCOME (LOSS) PER SHARE

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

Description                                           2005          2004
                                                 -----------    -----------
Net Loss (as reported)                           $(4,129,779)   $(6,634,301)
Less Undeclared Preferred Stock Dividend          (1,439,405)      (551,938)
                                                 -----------    -----------
Net Loss after Preferred Stock Dividend          $(5,566,184)   $(7,186,239)
                                                 ===========    ===========
Net Income (Loss) per share Basic and Diluted    $     (0.55)   $     (0.83)
                                                 ===========    ===========


NOTE 16 - 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, 2005
and 2004, were as follows:

                                      F-27
<PAGE>

                                                     2005            2004
        Net operating loss carryforwards         $ 3,700,000    $  2,200,000
        Valuation allowance                       (3,700,000)     (2,200,000)
                                                 ---------------------------
        Net deferred tax assets                  $         -    $          -
                                                 ===========================

At December 31, 2005, American Leisure had a net operating loss carryforward for
Federal income tax purposes totaling approximately $11,000,000 which, if not
utilized, will expire in the years up to 2025.

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

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


NOTE 17 - COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

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

               December 31,
               2006                                      178,056
               2007                                      178,056
               2008                                       59,352
                                                      ----------
                                                      $  415,464
                                                      ==========

Rent expense totaled $243,509 and $382,316 for 2005 and 2004, respectively.

EMPLOYMENT AGREEMENTS

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

Management and License Agreement


AWT  and  American  Leisure  entered  into  a  one  year  management and license
agreement, under which AWT is entitled to use the TraveLeaders brand name in the
operation  of there travel business. AWT is to supervise, direct and control the
management  and  operation  of  the  business.  AWT  will  a)  recruit,  employ,
supervise,  direct  and  discharge  the  employees of the business, b) establish
prices,  rates  and  charges for services provided by the business, c) establish
and revise administrative policies and procedures for the control of revenue and
expenditures,  d)  make  payments  on accounts payable and handle collections of
accounts  receivable,  e)  arrange  for  and  supervise  public  relations  and
advertising,  f)  prepare and deliver interim accountings, annual accounting and
such  other information at reasonable times and g) obtain and keep in full force
all licenses and permits. The management agreement expires on December 31, 2006.
American  Leisure  pays  AWT  10%  of earnings before interest, depreciation and
taxes.  The  management  agreement  is  cancelable  by both parties with 30 days
notice.


                                      F-28
<PAGE>

LITIGATION

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

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

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

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

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

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

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

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

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

                                      F-29
<PAGE>

NOTE 18 - EMPLOYEE BENEFITS

The  Company's subsidiary, HTS, maintains a qualified 401(k) profit sharing plan
covering  substantially all of its full time employees who have completed ninety
days  of  service. Eligible employees may voluntarily contribute a percentage of
their  compensation  up  to  established  limits imposed by the Internal Revenue
Service.  At  the  discretion  of the Board of Directors, the Company may make a
matching  contribution  equal  to  a percentage of each employee's contribution.
There  were no matching contributions made for the year ended December 31, 2005.


NOTE 19 - SELF-INSURED HEALTH INSURANCE

The  Company's  subsidiary, HTS, is partially self-insured for benefits provided
under  an  employee  health  insurance  plan  through  Great West Life Insurance
Company. Benefits include medical, prescription drug, dental and group term life
insurance.  The  plan provides for self-insurance up to $30,000 per employee per
year. Accordingly, there exists a contingent liability for unprocessed claims in
excess of those reflected in the accompanying consolidated financial statements.
American  Leisure  has accrued $149,758 at December 31, 2005 for claims reported
and  incurred  but  not  reported  as  of  December  31,  2005.


NOTE 20 - OPERATING SEGMENTS


The  Company  has  adopted  the  provisions  of SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise and Related Information". At December 31, 2005, the
Company's  three  business  units  have  separate  management  teams  and
infrastructures  that  offer different products and services. The business units
have  been  aggregated  into  three  reportable  segments.

As  noted  in  Note  6, Tierra Del Sol, Inc. is planning to construct a 972-unit
resort  in  Orlando,  Florida  on  122 acres of undeveloped land. Development is
scheduled  to  commence  in  the  spring of 2006. Presales commenced in February
2004.

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

Travel Unit ("Travel") provides travel related services.

For the year ending December 31, 2005:

<TABLE>
<CAPTION>

In (000's)         Real Estate   Call Center     Travel     Other       Elim.       Consol.
                   -----------   -----------     ------     -----       -----       ------
<S>                    <C>           <C>           <C>         <C>       <C>          <C>
Revenues:
  Services         $     1,851  $          -   $   7,074   $       -   $   1,564) $    7,361
  Undeveloped land $    12,020  $          -   $       -   $       -   $       -  $   12,020
Segment income
  (loss)           $    (1,929) $     (1,051)  $    (466)  $       -   $    (681) $   (4,127)
Total Assets       $    94,150  $      2,898   $  12,366   $       -   $ (19,490) $   89,923
2005 Capital
  expenditures     $         5  $          0   $     171   $       -   $       -  $      176
Depreciation       $       720  $        649   $     312   $       -   $       -  $    1,680

                                      F-30
<PAGE>

For  the  year  ending  December  31,  2004:

In (000's)         Real Estate    Call Center     Travel      Other      Elim.      Consol.
                   -----------   ------------    --------    -------    -------     ------
Revenue            $       753  $           -  $    6,169  $       -   $    (503) $    6,419
Segment income

  (loss)           $    (2,161) $         (16) $   (2,581) $   (1,168) $  (1,876) $   (6,634)
Total Assets       $    59,225  $       3,284  $   19,353  $        -  $ (14,460) $   67,402
Capital
expenditures       $     3,512  $           -  $      288  $        -  $       -  $    3,800
Depreciation       $       717  $           -  $      220  $        -  $       -  $      937
</TABLE>


The  accounting  policies  of  the  reportable  segments  are  the same as those
described  in  Note  2.  The  Company evaluates the performance of its operating
segments based on our net loss.


NOTE 21 - RELATED PARTY TRANSACTIONS

We  accrue  salaries payable to our Chief Executive Officer, President and Chief
Financial  Officer,  Malcolm  J.  Wright. As of December 31, 2005, the aggregate
amount  of  unpaid  salaries  payable  to Mr. Wright was $2,700,000. The Company
accrues interest at a rate of 12% compounded annually on the salaries payable to
Mr. Wright. As of December 31, 2005, the aggregate amount of interest accrued on
salaries  payable  to  Mr.  Wright  was  $477,000.

We  accrue  salaries  payable to L. William Chiles, the President of Hickory, at
$100,000  per  year  as  for  his  services.  Mr.  Chiles  also  receives  paid
compensation  for  his  services  from  Hickory.  As  of  December 31, 2005, the
aggregate  amount  of  salaries  payable to Mr. Chiles was $200,000. The Company
accrues interest at a rate of 12% compounded annually on the salaries payable to
Mr.  Chiles  beginning  in  January 2005. As of December 31, 2005, the aggregate
amount  of  interest  accrued  on  salaries  payable  to Mr. Chiles was $16,500.

We  pay  or  accrue  directors'  fees  to  each of our directors in an amount of
$18,000  per  year  for  their services as directors. During the last two fiscal
years  the  Company  paid  an  aggregate  of $32,521 to directors and accrued an
aggregate  of  $135,000.

The Company entered into an agreement with Mr. Wright and Mr. Chiles whereby the
Company  agreed to indemnify Mr. Wright and Mr. Chiles against all losses, costs
or  expenses  relating  to  the  incursion of or the collection of the Company's
indebtedness  against  Mr.  Wright  or  Mr.  Chiles  or  their  collateral. This
indemnity extends to the cost of legal defense or other such reasonably incurred
expenses  charged  to or assessed against Mr. Wright or Mr. Chiles. In the event
that  Mr.  Wright  or  Mr.  Chiles  make  a personal guarantee for the Company's
benefit  in  conjunction  with  any third-party financing, and Mr. Wright or Mr.
Chiles  elect to provide such guarantee, then Mr. Wright and/or Mr. Chiles shall
earn a fee for such guarantee equal to three per cent (3%) of the total original
indebtedness  and  two  per cent (2%) of any collateral posted as security. This
fee  is  to be paid by the issuance of warrants to purchase the Company's common
stock at a fixed strike price of $1.02 per share, when the debt is incurred. Mr.
Wright  personally guaranteed (the "Guarantees") the Company's $6,000,000 Credit
Facility  from  Stanford.  In  addition,  Mr. Wright pledged to Stanford 845,733
shares  of  the Company's common stock held by Mr. Wright. L. William Chiles had
personally  guaranteed  $2,000,000 of the $6,000,000 Credit Facility and pledged
to  Stanford  850,000  shares  of the Company's common stock held by Mr. Chiles.
Stanford released Mr. Chiles from the personal guarantee and released his common
stock from the pledge when the Company closed the $6,000,000 Credit Facility. In
March  2004,  the  Company authorized the issuance of warrants to Mr. Wright and
Mr.  Chiles  to purchase 347,860 shares and 168,672 shares, respectively, of our
common  stock  at  an  exercise price of $2.96 per share, which was subsequently
reduced to $1.02 per share of common stock. In July 2005, the Company authorized
the issuance of warrants to Mr. Wright and Mr. Chiles to purchase 347,860 shares
and  168,672  shares,  respectively, of our common stock at an exercise price of
$1.02  per  share  and  in December 2005, the Company authorized the issuance of
warrants  to  Mr.  Wright to purchase 2,008,500 shares of our common stock at an
exercise  price  of  $1.02  per  share.

The Company has generally agreed to provide the executive officers of each of

                                      F-31
<PAGE>

its  subsidiaries a bonus of up to 19% of the profits, if any, of the subsidiary
in  which  they  serve as our executive officers. The bonus will be paid for the
five-year  period  beginning  on  the  date that the Company enters into such an
agreement  with  the  subsidiary. Pursuant to this general agreement, Malcolm J.
Wright  is  entitled  to  receive  up  to  19%  of  the  profits of Leisureshare
International  Ltd,  Leisureshare  International  Espanola  SA,  TDSR,  American
Leisure Homes, Inc., Advantage Professional Management Group, Inc., and American
Leisure  Hospitality  Group  Inc. and any new company formed for the development
and  sale of vacation homes, hospitality management, and vacation ownership . In
2005,  $182,647  was  accrued  to  Malcolm  Wright from the profits of Advantage
Professional Management Group, Inc. L. William Chiles is entitled to receive 19%
of  the  profits  of Hickory up to a maximum payment of $2,700,000. Although Mr.
Chiles'  bonus  is  limited,  it is not subject to the buy-out by the Company as
discussed  below as it will cease as soon as the $2,700,000 amount has been paid
to  him.  The  executive  officers of other the Company's other subsidiaries are
entitled to share a bonus of up to 19% of the profits of the subsidiary in which
they  serve  as  our executive officers. The Company has the right to buy-out of
these  agreements  after a period of five years by issuing such number of shares
of  its  common  stock equal to the product of the average after-tax profits for
the  five-year  period  multiplied  by  one-third  (1/3) of the P/E ratio of the
Company's  common  stock at the time of the buyout divided by the greater of the
market  price  of  the Company's common stock or $5.00. The Company has not paid
bonus  as  of  the  filing  of  this  report.

Malcolm  J.  Wright  is  the  President and 81% majority shareholder of American
Leisure  Real  Estate Group, Inc. (ALRG). On November 3, 2003 TDSR, entered into
an exclusive development agreement with ALRG to provide development services for
the  development  of  the  Sonesta  Orlando Resort. Pursuant to this development
agreement,  ALRG  is  responsible  for  all  development  logistics  and TDSR is
obligated  to  reimburse  ALRG  for  all  of  ALRG's  costs  and  to  pay ALRG a
development  fee  in  the amount of 4% of the total costs of the project paid by
ALRG.  During  the  fiscal  year  ended  December  31,  2005,  ALRG administered
operations  and  paid bills in the amount of $8,007,889 and received a fee of 4%
(or  approximately  $320,316) under the development agreement. Total fees earned
since  November  2003  amount  to  $466,561.

Malcolm  J.  Wright  and  members of his family are the majority shareholders of
Xpress.  On November 3, 2003, TDSR entered into an exclusive sales and marketing
agreement  with Xpress to sell the units being developed by TDSR. This agreement
provides  for a sales fee in the amount of 3% of the total sales prices received
by  TDSR  plus a marketing fee of 1.5%. During the period since the contract was
entered into and ended December 31, 2005 the total sales made by Xpress amounted
to  approximately  $234,413,949.  As a result of the sales, TDSR is obligated to
pay Xpress a total sales fee of $7,032,418 and a marketing fee of $3,516,209. As
of  December  31,  2005,  the Company has paid Xpress $4,758,269 of cash, issued
Xpress  120,000  shares  of  Series  A Preferred Stock valued at $1,200,000, and
transferred to Xpress a 1913 Mercedes Benz valued at $500,000. In February 2004,
Malcolm  J.  Wright,  individually  and  on behalf of Xpress, and Roger Maddock,
individually  and  on  behalf  of  Arvimex,  entered into contracts with TDSR to
purchase  an  aggregate  of  32  townhomes for $13,116,800 and paid a deposit of
$1,311,680.

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

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

                                      F-32
<PAGE>

On or about November 14, 2005, the Company and American Leisure asserted certain
claims  against AWT with respect to the alleged breach of the Purchase Agreement
and the Management Agreement dated as of December 31, 2005 between ALEC and AWT.
After  negotiations  among  the parties, the parties agreed to settle the claims
made  by  the Company and ALEC pursuant to the terms of the Settlement Agreement
(the  "Settlement  Agreement")  effective  December  31,  2005.  The  Settlement
Agreement  provides that the purchase price under the Amended Purchase Agreement
will  be reduced from $17,500,000 to $9,000,000. The parties agreed to implement
the  reduction of the purchase price by eliminating the remaining balance of the
Purchaser  Note  (which had a balance of $5,297,788 as of December 31, 2005) and
by  establishing an obligation of AWT to pay to ALEC the amount of $3,185,548 as
of  December  31,  2005.  This  amount  is  payable  on  demand.



NOTE 22 - Reclassifications and Restatements

The  Company  has  restated and reclassified certain amounts in our December 31,
2005  consolidated financial statements. We have reclassified amounts related to
how  we  recognize revenues and cost of revenues on the sales of our undeveloped
land.  The  Company  is now showing undeveloped land sales and the corresponding
cost  of  undeveloped  land  separately. We also reclassified amounts related to
restricted  cash  received  from  deposits  on  future  resort property sales as
long-term and reclassified certain long-term debt in current maturities. We also
reclassified  direct  land costs to costs of undeveloped land sales from general
and  administrative  costs. The restatement for the year ended December 31, 2005
is  as  follows:



<TABLE>
<CAPTION>

                                                   As
                                               originally                          As
                                                  filed          Adjustment     restated
<S>                                               <C>              <C>            <C>

Balance Sheet:

Current Assets:
  Cash - restricted                            $  13,175,354   $(11,075,354)  $ 2,100,000
    Total current assets                          22,130,325    (11,075,354)   11,054,971

Other Assets
  Cash - restricted                                        -     11,075,354    11,075,354
    Total other assets                            28,513,788     11,075,354    39,589,142

Current Liabilities:
  Current maturities of long
   -term debt and notes payable                $   1,790,808   $  1,861,427   $ 3,652,235
  Current maturities of notes
   payable-related parties                         1,268,101        382,504     1,650,605
    Total current liabilities                     10,520,674      2,243,931    12,764,605

Long-term debt and notes payable                  34,532,851     (2,243,931)   32,288,920

Statements of Operations:

Cost of operating revenues                                 -     (5,157,524)   (5,157,524)
Cost of undeveloped land sales                     8,122,562              -     8,122,562
                                              --------------                 ------------

Gross margin                                      10,089,927                    6,101,198

Operating expenses:
  Depreciation and amortization                   (1,680,336)       204,010    (1,476,326)
  General and administrative                     (10,089,927)     4,953,514    (5,136,413)
                                              --------------                  -----------

Loss from operations                                (511,541)                    (511,541)

Statements of Cash Flows:

Cash flows from operating activities:
  Changes in assets and liabilities:

                                      F-33
<PAGE>

    (Increase) decrease in land held
      for development                                      -     (7,782,776)   (7,782,776)
    Net cash provided (used) by
      operating activities                         7,179,347     (7,782,776)     (603,429)

Cash flows from investing activities:
  Capitalization of real estate costs             (7,782,776)     7,782,776             -
    Net cash from investing activities           (14,287,117)     7,782,776    (6,504,341)

</TABLE>



NOTE 23 - SUBSEQUENT EVENTS

PURCHASE OF LAND HELD FOR DEVELOPMENT
-------------------------------------
On  July  5, 2005, the Company acquired a 1% interest in Reedy Creek Acquisition
Company,  LLC  ("Reedy  Creek")  for  $901,705.  Reedy Creek owns 40.68 acres of
undeveloped  land  in  Osceola  County,  Florida  located 1.5 miles west of Walt
Disney  World  Orlando  Maingate  Entrance.  The  property  will  be used in the
development  of vacation second homes with resort amenities. On January 3, 2006,
The  Company acquired an additional 99% interest in Reedy Creek (total ownership
of  100%)  for a purchase price of $12,400,000. The Company is holding this land
for  future  development.

KEYBANK, NA  LAND LOAN DRAWS
----------------------------
In  January  2006,  draws were made from the $14,850,000 land loan with KeyBank,
NA. The draws increased the loan outstanding to $13,350,000 and those funds were
transferred  to a restricted cash account. The $1,500,000 balance of the loan is
reserved  for  interest  on  the  loan.

NOTE MODIFICATION AGREEMENT
---------------------------
In  February  2006,  we  entered  into  a Note Modification Agreement with SIBL,
whereby  we  agreed  to  modify certain provisions of our outstanding promissory
notes  with  SIBL  to  grant  extensions  of payments due.  Pursuant to the Note
Modification  Agreement,  we  and  SIBL  agreed  that  all  interest  due on our
$6,000,000  note, from January 1, 2005, through September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original terms of that note; that all interest accrued on the $3,000,000 note we
have with SIBL, from the date of the note until September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original  terms of that note; that the maturity date of our $1,250,000 note with
SIBL  be extended until September 30, 2006, and that no payments of principal or
interest on that note shall be payable until the extended due date of that note;
that  the  maturity date of our $1,355,000 note with SIBL be extended until June
30,  2007,  and  that no payments of principal or interest on that note shall be
payable  until the extended due date of that note; that the maturity date of our
$305,00  note with SIBL be extended until June 30, 2007, and that no payments of
principal  or interest on that note shall be payable until the extended due date
of  that  note; and that interest on our $2,100,000 note with SIBL be payable in
arrears, on a quarterly basis, with the first payment due on March 28, 2006, and
subsequent payments due on each June 28, September 28, December 28 and March 28,
until the maturity date of December 27, 2007, with the outstanding principal and
interest  shall  be  due  (collectively,  all the notes described above shall be
referred  to  as  the  "Notes").

                                      F-34
<PAGE>

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

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

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

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

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

We  authorized  Malone  and Bateman to respond fully to any inquiries of any new
auditors  hired  by us relating to their engagement as our principal independent
accountant. We requested that Malone review the disclosure in the report on Form
8-K  filed  with  the  Commission  on  August  18, 2004, and Malone was given an
opportunity  to  furnish us with a letter addressed to the Commission containing
any  new  information,  clarification  of  our  expression  of its views, or the

                                      -56-
<PAGE>

respect  in  which it did not agree with the statements made by us therein. Such
letter  was  filed  as  an exhibit to such report on Form 8-K. We requested that
Bateman  review  the  disclosure  in  our  report  on  Form  8-K  filed with the
Commission on March 28, 2005, and Bateman was given an opportunity to furnish us
with  a  letter  addressed  to  the  Commission  containing any new information,
clarification of our expression of its views, or the respect in which it did not
agree  with  the  statements  made  by  us  therein. Such letter was filed as an
exhibit  to  such  report  on  Form  8-K.

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

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

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


ITEM  8A.  CONTROLS  AND  PROCEDURES.

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

                                      -57-
<PAGE>

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

However,  because we have not fully integrated our administrative operations, we
face  increased  pressure  related  to  recording,  processing,  summarizing and
reporting  consolidated  financial information required to be disclosed by us in
the  reports that we file or submit under the Exchange Act in a timely manner as
well  as  accumulating  and  communicating  such  information to our management,
including  our  Chief  Executive  Officer  and  Chief  Financial  Officer,  as
appropriate  to allow timely decisions regarding required disclosure. We believe
that  until  we  have  fully  integrated  our administrative operations, we will
continue  to  face  such  pressure  regarding  the  timeliness of our filings as
specified  in  the  Commission's  rules  and  forms which could lead to a future
determination  that  our disclosure controls and procedures are not effective as
of  a  future  evaluation  date.

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


ITEM 8B. OTHER INFORMATION.

On  December  28,  2005,  the  Company's  Board of Directors appointed Frederick
Pauzar,  who  has  served  as the Company's Chief Operating Officer and Director
since  September  1,  2005,  as Secretary of the Company. In connection with Mr.
Pauzar's  appointment, Malcolm J. Wright, the Company's Chief Executive Officer,
resigned as Secretary of the Company.

On  March  7, 2006, at a Special Telephonic Meeting of the Board of Directors of
the  Company  (the  "Meeting"),  Michael  Crosbie  was nominated to serve as the
Company's  General  Counsel,  Executive  Vice President and Secretary and of the
Company, which nomination was approved by a majority of the Directors present at
the  Meeting.  Mr.  Crosbie's appointment to his offices was effective March 15,
2006.  In connection with Mr. Crosbie's appointment as Secretary of the Company,
Mr. Pauzar resigned as Secretary of the Company.

Additionally at the Meeting, the Board of Directors nominated Malcolm J. Wright,
the  Company's  Chief  Executive  Officer  and  then  President  and Director as
Chairman  of  the  Company's Board of Directors, and Mr. Wright's nomination was
approved  by  a  majority  of  the  Directors present at the Meeting. Mr. Wright
replaces William Chiles, who stepped down as Chairman of the Board of Directors,
but will continue to serve as a Director of the Company.

At  the  Meeting,  the  Board  of Directors also nominated Frederick Pauzar, the
Company's  Chief Operating Officer and a Director of the Company to serve as the
Company's  President,  which  nomination  was  approved  by  a  majority  of the
Directors  present  at the Meeting. As a result of Mr. Pauzar's appointment, Mr.
Wright  will  no  longer  serve as the Company's President, but will continue to
serve  as  the  Company's  Chief  Executive Officer and Chairman of the Board of
Directors.

Finally,  a majority of the Directors who attended the Meeting, voted to appoint
Jeffrey Scott as the President of the Company's 50.83% owned subsidiary, Hickory
Travel  Systems,  Inc.  ("Hickory")  and  to  reconfirm  William  Chiles, also a
Director of the Company, as the Chief Executive Officer of Hickory.

                                      -58-
<PAGE>

                                    PART III


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

OFFICERS AND DIRECTORS:

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

     NAME                   AGE                TITLE
-------------------         ---       ------------------------------

Malcolm J. Wright           55        Chief Executive Officer,
                                      Chairman of the Board of Directors,
                                      Chief Financial Officer

Frederick Pauzar            51        President, Chief Operating Officer and
                                      Director

Michael Crosbie             37        Corporate General Counsel, Executive
                                      Vice President, Secretary and Director

L. William Chiles           63        Director, Chief Executive Officer and
                                      Chairman of the Board of Directors of
                                      Hickory Travel Systems, Inc.

James Leaderer              52        Director

Jeffrey Scott               49        President of Hickory Travel Systems, Inc.


BIOGRAPHICAL INFORMATION

                         CURRENT OFFICERS AND DIRECTORS
                         ------------------------------

MALCOLM  J. WRIGHT is the driving force behind our business model, has served as
a  member of our Board of Directors and as our Chief Executive Officer and Chief
Financial Officer since June 2002.  Mr. Wright served as our Secretary from June
2002  until December 28, 2005 and as our President from June 2002 until March 7,
2006.  Since  March  7, 2006, Mr. Wright has served as the Chairman of our Board
of  Directors.  Prior  to joining us, Mr. Wright successfully developed vacation
properties  abroad  that  are similar to the ones planned at The Sonesta Orlando
Resort  at  Tierra  Del  Sol.  Since 1998, Mr. Wright served as the President of
American  Leisure  Inc,  which  we  acquired  in June 2002. Mr. Wright currently
serves  as  the  President  of  American Leisure Real Estate Group, Inc., a real
estate  development company with which we have contracted for the development of
the  resort,  Xpress  Ltd., with which we contracted for the exclusive sales and
marketing  for  resort,  Innovative Concepts, Inc., which operates a landscaping
business,  M  J  Wright Productions, Inc., which owns our Internet domain names,
and  Resorts  Development  Group, LLC, which engages in real estate development.
Mr.  Wright  is  also  the President of Osceola Business Managers, Inc., Florida
World,  Inc.  and SunGate Resort Villas, Inc. which do not currently conduct any
business  operations.  Since 1980, Mr. Wright has spent a considerable amount of
time  and  money  in establishing a large and effective marketing network in the
United  Kingdom and parts of Europe, that has been responsible for the pre-sales
at  The  Sonesta  Orlando  Resort  at  Tierra Del Sol Mr. Wright was admitted to
Associate  Membership  of  the  Institute  of Chartered Accountants in England &
Wales  in  1974  and  admitted  to  Fellowship  of  the  Institute  of Chartered
Accountants  in  England  &  Wales  in  1978.

                                      -59-
<PAGE>

Mr.  Wright has devoted substantially all of his time over the past few years to
the  growth and success of the Company.  In addition to providing the vision and
strategy  for  the  acquisition and integration of the various subsidiaries, Mr.
Wright  has  taken  personal responsibility for the welfare of the Company.  Mr.
Wright  has  also  guaranteed certain loan facilities, without which the Company
would  be  in a decidedly different position.  He has put his personal assets at
stake  to  advance  the  interests  of the Company.  Furthermore, Mr. Wright has
accrued  his salary since 2002 in an effort to preserve capital.  He has led the
Company  to  transactions that have the potential to provide greater shareholder
value.

FREDERICK  PAUZAR  has  served as our Director and Chief Operating Officer since
September 1, 2005.  Since March 7, 2006, Mr. Pauzar has served as our President.
From December 28, 2005 until March 15, 2006, Mr. Pauzar served as our Secretary.
Mr. Pauzar currently serves as Chairman and Chief Executive Officer of Group One
Productions,  Inc.,  a  Florida-based  business  and  real estate consulting and
development  firm,  and has held these positions since he co-founded the company
in 1991. Mr. Pauzar also currently serves as Vice President and as a Director of
Fugleberg Koch Architects, Inc. and has held these positions since February 2005
and  January  1997, respectively. From January 1997 to February 2005, Mr. Pauzar
served as Chief Executive Officer of Fugleberg. Mr. Pauzar received an Associate
in  Science degree from Excelsior College in Albany, New York. Mr. Pauzar serves
on  the  board  of  the  Downtown Digital Media Arts Center in Orlando, Florida.

MICHAEL  CROSBIE,  has  served as our General Counsel, Executive Vice President,
Director and Secretary since March 15, 2006.  Mr. Crosbie previously served as a
Partner  with  Foley  &  Lardner,  a  national law firm in its Orlando, Florida,
office  from  February  2004 until March 2006.  From February 2002 until January
2004,  Mr.  Crosbie  served  as  senior  counsel  with  Foley & Lardner and from
September  1998  until  January  2002,  he  served  as an associate with Foley &
Lardner.  Prior  to  joining  Foley & Lardner, Mr. Crosbie served as a law clerk
for United States District Judge Steven D. Merryday in Tampa, Florida, from June
1997  until August 1998.  From August 1995 until May 1997, he was employed as an
associate  attorney  with  Rumberger, Kirk & Caldwell, in Orlando, Florida.  Mr.
Crosbie  obtained his bachelors degree from the University of Central Florida in
Political  Science  in 1992 and obtained his Juris Doctorate from the University
of  Florida  in  1995.  Mr.  Crosbie is a member of The Florida Bar, the Supreme
Court  of  Florida,  the United States District Court for the Middle District of
Florida,  the United States Court of Appeals for the Ninth and Eleventh Circuits
and  is  also  a  member  of  the  Federalist  Society.

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

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

JEFFREY  SCOTT was appointed as the President of Hickory Travel Systems, Inc. on
March  7,  2006.  Mr.  Scott  served  as General Manager of Thor, Inc, a Cendant
company.  a  travel  services company, from November 2002 until March 2006. From
August 2002 until November 2002, he served as Vice President of Sales and Client
Services  for  Thor,  Inc.  From  June  1990 to March 2001, he served in various
positions  with  Worldspan  L.P,  including  serving  as  Director  of  Customer

                                      -60-
<PAGE>

Operations  from  April  1996 to March 2001; serving as Manager in the Sales and
Marking  Department  from  April  1994  to April 1996; and serving as a Regional
Sales  Manager  of  Zone  Manager  from  June  1990  until April 1994. Mr. Scott
obtained  a  Bachelor  of  Science  degree  in  Management  from  National Louis
University,  in  Atlanta,  Georgia  in  June  2001.

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

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

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

TERM  OF  OFFICE

Our Directors are elected annually and hold office until our next annual meeting
of  the  shareholders and until their successors are elected and qualified.  Our
officers  are appointed by our board of directors and hold office until they are
removed  by  the  board  or  they  resign.

AUDIT  COMMITTEE

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

COMPENSATION  COMMITTEE

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

COMPENSATION  OF  DIRECTORS

We  pay  or  accrue  $18,000 per year for each person who serves on the board of
directors.  During  the last two fiscal years we accrued all Directors salaries,
which  amount  totaled  approximately  $177,000  as  December  31,  2005.

In  June  2004,  we  granted  to each of Malcolm J. Wright and L. William Chiles
warrants  to  purchase 100,000 shares (or an aggregate of 200,000 shares) of our
common  stock  at  an  exercise  price  of  $1.02  per share for their services.
Warrants  to  purchase  75,000  shares  have vested to each of them. Warrants to
purchase  the  remaining  25,000  shares will vest to each of them on their next
anniversary  dates  as  Directors,  provided  that  they  are  still  serving as
Directors.  They  may  exercise the warrants for a period of five years from the
dates  on  which  such  warrants  vest.

In  September  2005,  we  granted  warrants  to  purchase  100,000 shares of our
common stock at an exercise price of $1.02 per share to Frederick Pauzar for his
services  as a director.  The warrants vested immediately with respect to 25% of
the  shares  and  will  vest with respect to 25% of the shares on the next three
anniversaries  of  the date on which Mr. Pauzar became a director, provided that
Mr.  Pauzar  is  still  serving  as  a  director  on  such  dates.

In  March  2006,  in  connection with Mr. Crosbie's employment as Executive Vice
President, General Counsel and Secretary of the Company, Mr. Crosbie was granted
100,000 warrants to purchase shares of the Company's common stock at an exercise
price  of  $1.02 per share.  One half of the warrants, or 50,000 vested on March

                                      -61-
<PAGE>

15, 2006, with the remaining warrants vesting 25,000 at a time on March 15, 2007
and March 15, 2008, assuming he is still employed by the Company on those dates.

CODE  OF  ETHICS

The Company has adopted a code of ethics that applies to the Company's principal
executive  officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The Company will provide to
any  person without charge, upon request, a copy of such code of ethics. Persons
wishing  to  make  such  a  request  should do so in writing to the Secretary at
American  Leisure  Holdings, Inc., 2460 Sand Lake Road, Orlando, Florida, 32809.


ITEM 10. EXECUTIVE COMPENSATION.

The  following  table  sets forth information regarding the compensation that we
paid  to  our  Chief  Executive  Officer  and each of our four other most highly
compensated  executive  officers during the three years ended December 31, 2005.
We  refer  to  these  officers  in  this report as the named executive officers.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE
                                           Annual Compensation*               Long Term Compensation (1)
                                                                                        Awards
                                                                               Restricted     Securities
                                                                Other annual     Stock        Underlying
                                           Salary      Bonus    compensation     award(s)     Options/SARs
Name and Principal Position     Year        ($)         ($)         ($)            ($)            (#)
---------------------------    ------   ----------    -------  -------------  ------------    ------------
<S>                             <C>        <C>          <C>         <C>            <C>            <C>
Malcolm J. Wright               2005    $518,000(2)   $182,647                                2,135,851 (6)
Chief Executive Officer,        2004    $578,000(3)      --          --             --          230,000 (6)
Secretary, Chief Financial      2003    $313,000(3)      --          --             --             --
Officer and Chairman

L. William Chiles               2005    $263,438(4)      --          --             --          193,672 (6)
Director and the Chief          2004    $270,902(5)      --          --             --          218,672 (6)
Executive Officer of Hickory    2003    $168,579(5)      --          --             --             --
Travel Systems, Inc.

Christopher Dane                2005(7) $108,496
Former President of
Hickory Travel Systems, Inc.

Frederick Pauzar                2005    $ 93,333(8)
President, Chief Operating
Officer and Director

Charles Sieberling              2005    $128,240
Secretary of Hickory            2004    $131,731
Travel Systems, Inc.            2003     $86,000
<FN>
</TABLE>




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

(1)  There  are  no  stock  option,  retirement,  pension,  or  profit  sharing
     plans for the benefit of our officers and directors.

(2)  Mr.  Wright  was  accrued  $500,000  for  his  salary  as an officer of the
     Company  and $18,000 for directors compensation for the year ended December
     31,  2005,  which  amount  bears interest at 12% annum, compounded annually
     until  paid.  Additionally,  we  pay $940 per month and related expenses to
     provide  Mr. Wright with business use of a motor vehicle. The amount listed
     in  the  table  above  includes  the  $500,000  annual  salary, the $18,000
     director's  compensation,  the  $940 a month vehicle expense and a bonus of
     $182,647  which  was  paid  to  Mr.  Wright  equal  to 19% of the total net
     revenues  of  the  Company's subsidiary, Advantage Professional Management,

                                      -62-
<PAGE>

     Inc.  in  connection  with  the  terms  of Mr. Wright's employment with the
     Company,  which  have not as of the date of this filing been finalized in a
     written  employment  agreement.  The  $182,647  bonus accrued to Mr. Wright
     during the year ended December 31, 2005. The amount of salary listed in the
     table  above  for  the  year  ended  December 31,2 005 does not include any
     interest on Mr. Wright's salary which has accrued. As of December 31, 2005,
     the Company had accrued approximately $2,700,000 of officer's and Directors
     salary  for Mr. Wright, earned by Mr. Wright from the year 2000 to December
     31, 2005, which amount has accrued approximately $477,000 of interest as of
     December 31, 2005.

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

(4)  Mr.  Chiles  was  paid  $145,438  in salary for his services to the Company
     as  Chief Executive Officer of Hickory Travel Systems, Inc. He also accrued
     $100,000  of  salary  for  his  services  to the Company as Chief Executive
     Officer  of  Hickory  Travel  Systems,  Inc.,  which  accrued  salary bears
     interest  at  the  rate of 12% per year compounded annually until paid. Mr.
     Chiles  also  accrued $18,000 in Directors fees for the year ended December
     31, 2005.

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

(6)  In  July  2004,  Mr.  Wright  was  issued  100,000 options, of which 50,000
     vested  immediately  and  25,000 vested as of July 2005, with the remaining
     25,000  to  vest  as  of  July  2006  (which unvested 25,000 shares are not
     included  in  the  compensation  table above). In July 2004, Mr. Chiles was
     issued  100,000  options,  of  which  50,000  vested immediately and 25,000
     vested  as  of July 2005, with the remaining 25,000 to vest as of July 2006
     (which  unvested  25,000  shares are not included in the compensation table
     above).  Additionally,  in  2004,  in  connection  with personal guarantees
     pursuant to the Debt Guarantor Agreement described above under "Description
     of  Business,"  we issued Mr. Wright 205,000 warrants to purchase shares of
     our  common  stock,  and  Mr. Chiles warrants to purchase 168,672 shares of
     common  stock.  In 2005, in connection with personal guarantees pursuant to
     the  Debt  Guarantor  Agreement,  we issued Mr. Wright warrants to purchase
     2,110,851  shares  of  our  common  stock  and we issued Mr. Chiles 168,672
     warrants  to issue shares of our common stock. All of Mr. Wright's warrants
     are exercisable at $1.02 per share.

(7)  Mr.  Dane  served  as  president  of  Hickory  Travel  Systems,  Inc.  from
     March 1, 2005 until March 1, 2006.

(8)  Mr.  Pauzar  was  paid  $93,333  for  his  services  as the Company's Chief
     Operating  Officer  from  September 1, 2005 until December 31, 2005 and for
     his  services  as  the  Company's  Secretary  from  December 28, 2005 until
     December  31, 2005. Mr. Pauzar did not accrue any salary for the year ended
     December  31,  2005. Mr. Pauzar's current annual salary for his services to

                                      -63-
<PAGE>

     the  Company  is $500,000. Mr. Pauzar does not have an employment agreement
     with the Company as of the date of this filing.

EMPLOYMENT AGREEMENTS

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

Mr. Pauzar and we are negotiating an employment agreement pursuant to which Mr.
Pauzar will serve as our President and Chief Operating Officer.

Mr. Crosbie and we are negotiating an employment agreement pursuant to which Mr.
Crosbie will serve as our Vice President, General Counsel and Secretary.

On  May  18,  2004,  we  entered  into a three-year employment agreement with L.
William  Chiles  to  serve  as Chairman of our board of directors and a separate
three-year  employment  agreement  for  him  to serve as the President and Chief
Executive  Officer  of  Hickory  Travel  Systems, Inc. ("Hickory").   Mr. Chiles
ceased  serving  as  President of Hickory on March 7, 2006 and ceased serving as
the Chairman of our board of directors on March 7, 2006.  The agreements provide
that  Mr.  Chiles will receive a base salary of $100,000 for his services as our
Chairman  and  $150,000  for  his  services  as  the  Chief executive Officer of
Hickory.  Under  each  agreement,  Mr.  Chiles  is eligible to receive an annual
incentive-based  bonus  based on his achievement of goals and objectives that he
and  our  board  of  directors  agree  upon.  Mr.  Chiles is entitled to one and
one-half  weeks  of  vacation  at  two  times  his base salary rate per week per
$50,000  of his base salary for his services as Chairman and $75,000 of his base
salary  for  his  services  as Chief Executive Officer of Hickory. Mr. Chiles is
also  entitled  to  share  in  the profits of Hickory in an amount not to exceed
$2,700,000  over  the  life of his employment agreement with Hickory. Hickory is
required  to provide Mr. Chiles with key man life insurance equal to eight times
his base salary; however, neither we nor Hickory have obtained such policy as of
the date of this report. Hickory is also required to provide Mr. Chiles with one
insured  automobile  having  a  value  of  $80,000  every year of his employment
agreement.  If  Mr. Chiles is terminated without cause, under each agreement, he
will  receive  thirty-six months' base salary and any incentive-based bonus that
otherwise  would have been payable to him through the date that we terminate his
employment.  We  do not have an obligation to pay base salary or incentive-based
bonus  to  Mr.  Chiles  under  either agreement if he voluntarily terminates his
employment  or  he  is  terminated  for  cause. For purposes of these employment
agreements,  "cause"  means  the  following  activities:

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


                                      -64-
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

The following table sets forth information as of March 30, 2006, with respect to
the beneficial ownership of our common stock by (i) each director and officer of
the Company, (ii) all directors and officers as a group and (iii) each person
known by the Company to own beneficially 5% or more of our common stock:

<TABLE>
<CAPTION>

                                                                                                               TOTAL
                                             PREFERRED                                TOTAL                PERCENTAGE OF
                          COMMON           STOCK VOTING                              VOTING                  BENEFICIAL
                          STOCK   (1)         RIGHTS     (1)      WARRANTS (1)       SHARES  (1)           VOTING SHARES  (1)
                        ---------           ----------            --------          ----------             --------------
<S>                        <C>                 <C>                  <C>                <C>                      <C>

Roger Maddock           2,447,616 (2)      5,050,000     (3)      513,000  (4)      8,010,616 (2)(3)(4)        50.9%      (5)

Malcolm J. Wright       1,592,981 (6)      4,000,000     (7)    2,923,711  (8)      8,516,692 (6)(7)(8)        49.8%      (9)

Stanford Venture
Capital Holdings, Inc.    845,733 (10)             -              708,000  (11)     1,553,733 (10)(11)         13.6%      (12)

Stanford International
Bank Limited            2,085,500 (13)       500,000     (14)     385,000  (15)     2,970,500 (13)(14)(15)     28.1%      (16)

L William Chiles          850,000                  -              412,344  (17)     1,262,344 (17)             11.9%      (18)

James Leaderer             10,000                  -                                   10,000                   0.1%      (19)

Frederick Pauzar                -                  -               50,000  (20)        50,000 (20)              0.5%      (21)

Michael Crosbie                 -                  -               50,000  (22)        50,000 (22)              0.5%      (23)

(All officers and
Directors               2,452,981          4,000,000     (7)    3,436,055  (8)(17)  9,889,036 (6)(7)(8)        56.1%      (24)
five persons)                                                             (20)(22)           (17)(20)(22)
<FN>

</TABLE>

                                      -65-
<PAGE>

(1)  The  number  of  shares  of  common  stock  owned  are  those "beneficially
     owned"  as  determined  under  the  rules  of the Commission, including any
     shares  of  common  stock as to which a person has sole or shared voting or
     investment  power  and  any shares of common stock which the person has the
     right to acquire within sixty (60) days through the exercise of any option,
     warrant  or  right.  As  of  March 1, 2006, there were 10,176,474 shares of
     common  stock outstanding, which amount does not include the 197,000 shares
     of  common  stock  we  agreed  to  issue  Harborage Leasing Corporation, in
     connection  with  our  purchase  of the minority interest in Tierra Del Sol
     Resort, Inc.

(2)  Includes  2,102,268  shares  of  common  stock  owned  by  Arvimex,  Inc.,
     whose  president  is  Mr.  Maddock and 345,348 shares of common stock owned
     directly by Mr. Maddock.

(3)  Includes  30,000  shares  of  Series  A  Preferred  Stock,  which  are
     convertible  into  300,000  shares  of  common stock, owned directly by Mr.
     Maddock  and  475,000  shares  of  Series  A  Preferred  Stock,  which  are
     convertible  into  4,750,000  shares of common stock held by Arvimex, Inc.,
     whose president is Mr. Maddock.

(4)  Includes  270,000  warrants  to  purchase  shares  of  the Company's common
     stock  which were granted to Avirmex, Inc., whose president is Mr. Maddock,
     in  January  2004 (terms, expiration date, price, etc.) and 243,00 warrants
     to  purchase shares of the Company's common stock at $1.02 per share, which
     warrants  were issued to Mr. Maddock in connection with his guaranty of the
     Company's  $8,100,000  credit  facility  from  Stanford International Bank,
     Ltd., which is described in greater detail under under "Item 1. Description
     of Business," above.

(5)  Using  15,739,474  shares  outstanding,  which  assumes  the  conversion of
     Mr. Maddock's 5,050,000 shares of Series A Preferred Stock and the exercise
     of all 513,000 warrants which he beneficially owns.

(6)  Includes  845,733  shares  of  common  stock  held  individually  by  Mr.
     Wright; 719,942 shares held by Xpress, Ltd. ("Xpress"), which Mr. Wright is
     the  president  of;  and 27,306 shares of common stock held by Mr. Wright's
     daughter  who  resides in the same household as Mr. Wright and which shares
     Mr.  Wright has voting control of until his daughter reaches the age of 18,
     in April 2006.

(7)  Includes  55,000  shares  of  Series  A  Preferred  Stock  which  are
     convertible  into  550,000  shares  of  the  common  stock, which are owned
     individually  by  Mr.  Wright;  335,000  shares of Series A Preferred Stock
     owned  directly  by Xpress, which Mr. Wright is the president of, which are
     convertible  into  3,350,000  shares  of  common stock and 10,000 shares of
     Series  A Preferred Stock, which are convertible into 100,000 shares of the
     Company's  commons  stock,  which shares are held by Mr. Wright's daughter.
     Mr.  Wright  has  pledged  845,733  shares  of  common stock to Stanford as
     collateral  for  an  aggregate of $6,000,000 of financing that Stanford has
     provided to us. Mr. Wright disclaims beneficial ownership of 302,000 shares
     of  common  stock  owned directly by James Hay Trustees, Ltd. as Mr. Wright
     does not have voting or investment power over these shares, which the trust
     is holding for the benefit of Mr. Wright's pension.

(8)  Includes  3,121,571  warrants  to  purchase  shares of the Company's common
     stock at $1.02 per share.

(9)  Using  17,100,185  shares  of  common  stock  outstanding,  assuming  the
     conversion  of  Mr. Wright's 400,000 shares of Series A Preferred Stock and
     the exercise of all 2,923,711 warrants held by Mr. Wright.

                                      -66-
<PAGE>

(10) Includes  1,125,000  shares  of  common  stock  held  directly  by Stanford
     Venture  Capital  Holdings,  Inc. ("Stanford") and 845,733 shares of common
     stock  pledged  by Malcolm J. Wright, see footnote (7) above. However, this
     amount  does  not include the shares of common stock directly owned by four
     Stanford  employees  or shares issuable upon exercise of the warrants owned
     by  such employees, as there are no contracts, agreements or understandings
     pursuant  to  which Stanford has or shares voting power, which includes the
     power to vote, or direct the voting of, or investment power, which includes
     the  power  to dispose or direct the disposition of, in connection with the
     shares  of the four Stanford employees. Stanford International Bank Limited
     received  the  securities of which it is the beneficial owner from R. Allen
     Stanford  who received them from Stanford Venture Capital Holdings, Inc. as
     set  forth in an Assignment and Assumption Agreement, filed as Exhibit 10.1
     to Schedule 13D by Stanford International Bank Limited on July 15, 2005.

(11) Includes  708,000  warrants  to  purchase  shares  of  the Company's common
     stock at $5.00 per share.

(12) Using  10,884,474  shares  of  common  stock  outstanding,  which  amount
     assumes the exercise by Stanford of all 708,000 warrants which it holds.

(13) Includes  1,125,000  shares  of  common  stock  held  by  Stanford
     International  Bank,  Ltd.,  and  an  aggregate  of  $5,605,000  which  in
     convertible promissory notes convertible into shares of common stock at $10
     per share, and $6,000,000 in a convertible promissory note convertible into
     shares of common stock at $15 per share, which are in aggregate convertible
     into 960,500 shares of common stock at the option of Stanford International
     Bank, Ltd.

(14) Includes  25,000  shares  of  Series  C  Preferred  Stock  held by Stanford
     International  Bank,  Ltd.,  which  are  convertible into 500,000 shares of
     common stock.

(15) Includes  231,000  warrants  to  purchase  shares  of  the Company's common
     stock  at $0.001 per share and 154,000 shares of the Company's common stock
     at $5.00 per share.

(16) Using  11,061,474  shares  outstanding,  which  amount  includes  the
     conversion  of  all  25,000  shares  of  Series  C  Preferred Stock held by
     Stanford International Bank, Ltd., and the exercise of all 385,000 warrants
     which Stanford International Bank, Ltd. holds.

(17) Includes  412,344  warrants  held  by  Mr. Chiles, 143,672 of which have an
     exercise  price  of  $2.96  per share and 268,672 of which have an exercise
     price of $1.02 per share.

(18) Using  10,588,818  shares  of  common  stock  outstanding,  which  amount
     assumes  the  exercise by Mr. Chiles of all 412,344 warrants which he holds
     to purchase shares of the Company's common stock.

(19) Using  10,176,474  shares  of  common  stock  outstanding  as  of March 30,
     2006,  which  amount does not include the 197,000 shares of common stock we
     agreed  to  issue  Harborage  Leasing  Corporation,  in connection with our
     purchase  of  the  minority  interest in Tierra Del Sol Resort, Inc., which
     shares have not been issued as of the date of this filing.

(20) Includes  50,000  warrants  to  purchase  shares  of  the  Company's common
     stock at $1.02 per share.

(21) Using  10,226,474  shares  of  common  stock  outstanding,  which  amount
     assumes the exercise by Mr. Pauzar of all 50,000 warrants which he holds to
     purchase shares of the Company's common stock.

                                      -67-
<PAGE>

(22) Includes  50,000  warrants  to  purchase  shares  of  the  Company's common
     stock at $1.02 per share.

(23) Using  10,226,474  shares  of  common  stock  outstanding,  which  amount
     assumes  the  exercise by Mr. Crosbie of all 50,000 warrants which he holds
     to purchase shares of the Company's common stock.

(24) Using  17,612,529  shares  of  common  stock  outstanding,  which  amount
     assumes  the  exercise  by  the  officers  and  Directors  of all shares of
     Preferred  Stock  which  they  hold,  as  described in footnote (7) and the
     exercise  of  all warrants to purchase shares of the Company's common stock
     held  by  the  officers  and  directors,  as  described  in  footnotes
     (8),(15),(17)(20) and (22).


CHANGE  IN  CONTROL

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



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

We  accrue  $500,000  per year as salary payable to Malcolm J. Wright, our Chief
Executive Officer. Prior to 2004, we accrued $250,000 per year as salary payable
to  Mr.  Wright.  We accrue interest at a rate of 12% compounded annually on the
salary  owed  to  Mr.  Wright.  As of December 31, 2005, the aggregate amount of
salary  payable  and accrued interest owed to Mr. Wright was $2,700,000. We also
accrue  $100,000  per year as salary payable to L. William Chiles, a director of
the  Company  and  the President of Hickory, for his services, and interest at a
rate  of 12% compounded annually beginning in 2005. As of December 31, 2005, the
aggregate  amount  of  salary  payable  to  Mr.  Chiles  was  $116,500.

We  pay  or  accrue  directors'  fees  to  each of our directors in an amount of
$18,000  per  year  for  their services as directors. During the last two fiscal
years,  we  have  accrued  approximately  $135,000  in  director's  fees.

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

                                      -68-
<PAGE>

multiplied  by  one-third  of the price to earnings ratio of our common stock at
the  time of the buyout divided by the greater of the market price of our common
stock  or  $5.00. We have not paid or accrued any bonus as of the filing of this
report.    While  the terms of Mr. Wright's bonus agreement have been agreed to,
such  terms  have  not been memorialized in a formal agreement as of the date of
this  filing.

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

Malcolm  J.  Wright  is  the  President and 81% majority shareholder of American
Leisure Real Estate Group, Inc. ("ALREG").  We do not own any interest in ALREG.
On  November  3,  2003,  we entered into an exclusive development agreement with
American  Leisure  Real  Estate  Group  to  provide development services for the
development  of  The  Sonesta Orlando Resort at Tierra Del Sol. Pursuant to this
development  agreement,  it  is responsible for all development logistics and we
are  obligated  to reimburse it for all of its costs and to pay it a development
fee  in  the  amount  of  4% of the total costs of the project paid by it. As of
December  31,  2004, it had administered operations and paid bills in the amount
of  $3,543,784  and  received  a fee of 4% (or approximately $141,751) under the
development  agreement,  and  for  the  year  ended  December  31,  2005, it had
administered operations and paid bills in approximately the amount of $8,000,000
and  had  received  a  fee  of  4%  of  such  amount  or  $320,316.

Mr.  Wright  is  also  an  officer and shareholder of Innovative Concepts, Inc.,
which  operates a landscaping business, M J Wright Productions, Inc., which owns
our  Internet domain names, Resorts Development Group, LLC which develops resort
properties in Orlando including Bella Citta, Los Jardines Del Sol, The Preserve,
Tortuga  Cay  and Sherberth Development LLC, Resorts Construction, LLC with whom
we  intend  to  contract  to  construct  part of the Sonesta Resort as described
above,  Resorts  Concepts,  LLC  which  operates  a  design  business,  Titan
Manufacturing,  LLC  with  whom  we  intend  to  purchase  roof  tiles  for  our
developments,  South  Beach  Resorts  LLC in conjunction with Mr. Pauzar and Mr.
Maddock  which  is  redeveloping  the  Boulevard  Hotel  on  South Beach, Miami.

Malcolm  J.  Wright  and  members of his family are the majority shareholders of
Xpress  Ltd.,  a company that has experience marketing vacation homes in Europe.
On  November 3, 2003, we entered into an exclusive sales and marketing agreement
with  Xpress  to  sell the units in The Sonesta Orlando Resort at Tierra Del Sol
being  developed by us. This agreement provides for a sales fee in the amount of
3%  of  the  total  sales  prices  received  by us plus a marketing fee of 1.5%.
Pursuant  to  the  terms  of the agreement, one-half of the sales fee is payable
upon entering into a sales contract (with deposits paid as required by the sales
contract)  for  a  unit in the resort and the other half is due upon closing the
sale.  As  of  December  31, 2004, we had paid Xpress $3,505,748 of cash, issued
Xpress  120,000  shares  of  Series  A Preferred Stock valued at $1,200,000, and
transferred  to  Xpress  a 1913 Benz automobile valued at $500,000 in connection
with  sales fees.   For the fiscal year ended December 31, 2005, Xpress was paid
a  total  of  $2,654,735  in  sales  fees.  As of December 31, 2005, we had pre-
paid Xpress a total of  $3,516,000  in  sales  commissions  in  connection  with
approximately $37,666,000 in deposits received on sales in the Sonesta Resorts.

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

                                      -69-
<PAGE>

In  November  2003,  Malcolm  Wright,  our Chief Executive Officer and Chairman,
Gillian  Wright our former Director, and our subsidiary, American Leisure, Inc.,
sold  82.5%  of  the  ownership  interests  of  American  Vacation Resorts, Inc.
("AVR"),  a  vacation  club  to  our  current  President and Director, Frederick
Pauzar,  in  consideration  for  an aggregate of $1,500,000 in promissory notes,
pursuant to the terms of a Stock Purchase Agreement.  In April 2004, pursuant to
an  amendment  to the stock purchase agreement, the parties agreed to substitute
seventeen  (17)  vacation  properties  located  in  Kissimmee,  Florida,  as
consideration  for the purchase of the interests of AVR, in place of the payment
of  $1,500,000  in  promissory  notes.

In  June  2004,  we granted warrants to each of Malcolm J. Wright and L. William
Chiles  for  their  services  as  directors  to  purchase  100,000 shares (or an
aggregate  of  200,000 shares) of our common stock at an exercise price of $1.02
per  share.  Warrants  to  purchase  75,000  shares have vested to each of them.
Warrants  to  purchase  the remaining 25,000 shares will vest to each of them on
the  next  anniversary  date of each of their terms as a director, provided they
are  then serving in said capacity.  While the terms of these warrants have been
agreed  to, they have not been memorialized in a formal agreement as of the date
of  this  filing.

On  February  1,  2005,  Gillian  Wright  resigned  as  one  of  our  Directors.

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

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

In  March  2005,  we  closed on the sale of 13.5 acres of commercial property in
Davenport,  Polk  County,  Florida  at  the corner of U.S. Hwy. 27 and Sand Mine
Road.  The  property  was  sold  for $4,020,000. We paid-off secured debt on the
property  of  $1,300,000  plus accrued interest and other costs. We used the net
proceeds  for  working capital and to pay $1,948,411 of notes payable to related
parties  attributable  to  the  acquisition  and  retention  of  the   property.
Profits on the sale of this property amounted to approximately $968,000.

Thomas Cornish has previously served as a member of our advisory board, which we
no  longer have. He is the President of the Seitlin Insurance Company. Our board
of  directors  has  authorized  Seitlin  to  place  a competitive bid to provide
insurance  for  The  Sonesta  Orlando  Resort at Tierra del Sol. During 2004 and
2005,  Mr.  Cornish provided services on our advisory board in consideration for
$1,500  and  $3,000,  respectively.  David  Levine has served as a member of our
advisory  board,  which we no longer have.  He provided services on our advisory
board during 2004 and 2005 in consideration for $3,000 and $1,500, respectively.
We  reimbursed Mr. Levine for travel expenses in the amount of $1,613 and $8,521
during  2004  and  2005,  respectively.  Charles  J.  Fernandez, a member of our
advisory  board provided services on our advisory board during 2005 for which he
was  paid  $3,000.  We authorized warrants to each of Thomas Cornish, Charles J.
Fernandez  and  David  Levine  to  purchase  100,000  shares (or an aggregate of
300,000  shares)  of our common stock at an exercise price of $1.02 per share in
consideration  for  their  services as advisors. The warrants vested immediately
with  respect  to  the  purchase  of  50,000 shares by each of them. Warrants to
purchase  the  remaining  50,000  shares  will  vest to by each of them in equal
amounts  on  their  next  two anniversary dates as advisors.  While the terms of
these warrant agreements have been agreed to, they have not been memorialized in
a formal agreement as of the date of this filing. We previously announced Messrs
Cornish, Levine and Fernandez as Director nominees, however we currently have no
present  intention  for  such  individuals  to  serve on our Board of Directors.

                                      -70-
<PAGE>

In June 2005, Arvimex, Inc., which is controlled by our significant shareholder,
Roger Maddock, exercised warrants to purchase 160,000 shares of our common stock
at  $0.001  per  share,  for  aggregate  consideration  of  $160.

In  July  2005,  we  issued  171  shares  of  Series  E  preferred  stock to The
Martin  Topolsky  Trust  in  exchange for an equity interest in Around The World
Travel  Holdings,  Inc.,  consisting  of 13,500 shares of its Series A preferred
stock  and  21,687  shares  of  its  common  stock.

On  July  1,  2005,  we  granted  warrants  to L. William Chiles, a Director, to
purchase  168,672 shares of our common stock at an exercise  price  of $1.02 per
share  and  warrants  to   Malcolm  J.  Wright,  our Chief Executive Officer and
Director, to purchase 347,860 shares of our common stock at  an  exercise  price
of  $1.02  per  share. We issued the warrants to Mr. Chiles and  Mr.  Wright  as
consideration  for  them renewing their personal guarantees regarding  the  loan
with  Grand  Bank  & Trust of Florida  in  connection with our renewal  of  that
loan.

South  Beach Resorts, LLC, has contracted with one of the Company's subsidiaries
Wright  Resort  Villas & Hotels, Inc. to receive hotel management services for a
hotel  wish it owns and is redeveloping.  Mr. Pauzar, Mr. Wright and Mr. Maddock
control the membership interests of the limited liability company which owns and
controls  South  Beach  Resorts,  LLC.

In  September  2005,  we  reported  in  a  Form  8-K  filing,  our  entry into a
non-binding  term sheet with Vici Marketing Group, LLC ("Vici"), whereby we were
to  purchase  100%  of the assets of Vici in return for 235,000 shares of common
stock  to  members  of  Vici  and  up  to  an additional 2,000,000 shares of the
Company's  common  stock.  The  acquisition  of Vici was anticipated to close by
October 30, 2005.  We never closed the acquisition with Vici, did not issue Vici
any  shares,  and  do  not  anticipate  closing  such acquisition in the future.

On  December  28,  2005  we  granted  warrants  to  Malcolm J. Wright, our Chief
Executive Officer and Director, to purchase 2,008,500 shares of our common stock
at an exercise price of $1.02 per share. We issued the warrants to Mr. Wright as
consideration  for  his  personal  guarantee regarding the construction and land
loans with KeyBank, N.A.  While the terms of these warrants have been agreed to,
they  have  not  been  memorialized in a formal agreement as of the date of this
filing.

In  December  2005, in connection with the Stanford Credit Facility, the Company
granted  SIBL  and  its  designees  warrants  to  purchase 308,000 shares of the
Company's  common  stock at an exercise price of $5.00 per share and warrants to
purchase  154,000  shares  of the Company's common stock at an exercise price of
$0.001  per  share, which warrants expire five years from their grant date. (The
Stanford  Credit  Facility  and warrants are described in greater detail above).

In  December  2005  in  connection  with  their  guaranty of the Stanford Credit
Facility  pursuant  to  the  Irrevocable and Unconditional Guaranty, the Company
agreed  to  issue  an  aggregate  of  405,000 warrants to purchase shares of the
Company's  common  stock  to  certain third party entities. The warrants have an
exercise price of $1.02 and expire 5 years from the expiration date of the third
parties  guaranties.  (the  Stanford  Credit  Facility  and  Irrevocable  and
Unconditional  Guaranty are described in greater detail above).  While the terms
of  these  warrants  have  been  agreed to, they have not been memorialized in a
formal  agreement  as  of  the  date  of  this  filing.

On January 9, 2006, with an effective date of June 14, 2002, the Company entered
into an Amended Debt Guarantor Agreement ("Amended Debt Agreement") with Malcolm
J.  Wright,  its  Chief  Executive Officer and Director and L. William Chiles, a
Director of the Company (collectively, Mr. Wright and Mr. Chiles are referred to
herein as the "Guarantors"). Pursuant to the Amended Debt Agreement, the Company

                                      -71-
<PAGE>

and  the  Guarantors  agreed  to  amend  the  terms  of the prior Debt Guarantor
Agreement  entered  into  between  the  parties.  The  original  Debt  Guarantor
Agreement  provided for the Guarantors to receive warrants to purchase shares of
the  Company's  common  stock at $2.96 per share in an amount equal to 3% of any
Company  indebtedness that they personally guarantee. The Amended Debt Agreement
decreased the exercise price of the warrants to be issued in connection with any
of  the  Guarantor's  guarantees  to $1.02 per share (the "Guarantor Warrants").
Under  the  Amended  Debt  Agreement,  the warrants issued to the Guarantors are
exercisable until five years after the date the Guarantor is no longer obligated
to  personally  guarantee  such  Company  indebtedness.  Additionally, under the
Amended  Debt  Agreement,  the  fee which the Guarantors receive for a pledge of
personally owned collateral to secure Company indebtedness was increased from 1%
of  such  total indebtedness guaranteed (as was provided under the original Debt
Guarantor  Agreement), to 2% of the total amount of indebtedness guaranteed. The
2%  fee  is paid to the Guarantors in Guarantor Warrants with the same terms and
conditions  as  provided  above.

Mr.  Wright  pledged  to  Stanford  845,733  shares of our common stock which he
holds.  Stanford  is  currently  in possession of the shares of our common stock
that  Mr.  Wright pledged; however, Mr. Wright retained the power to vote (or to
direct the voting) and the power to dispose (or direct the disposition) of those
shares.  Mr.  Chiles  had  personally  guaranteed  $2,000,000  of the $6,000,000
received  from  Stanford  and  pledged  to Stanford 850,000 shares of our common
stock  held  by  Mr.  Chiles.  Stanford  released  Mr.  Chiles from the personal
guarantee  and  released  his  common  stock  from the pledge when we closed the
$6,000,000  credit  facility.  Mr.  Wright and Mr. Chiles have each also given a
personal  guarantee  regarding a loan in the principal amount of $6,000,000 that
was made to Tierra Del Sol Resort Inc. by Grand Bank & Trust of Florida. We have
authorized  the  issuance  of  warrants to Mr. Wright and Mr. Chiles to purchase
587,860  shares  and  168,672  shares,  respectively,  of our common stock at an
exercise  price of $1.02 per share. We are under a continued obligation to issue
warrants  at  $1.02 to Messrs. Wright and Chiles for guarantees that they may be
required to give on our behalf going forward.

Additionally,  Mr.  Wright  has  guaranteed  the Harborage Note, as described in
greater  detail  under  "Description  of Business," above, for which he received
42,962  warrants to purchase shares of the Company's common stock at an exercise
price of $1.02 per share. While the terms of these warrants have been agreed to,
they  have  not  been  memorialized in a formal agreement as of the date of this
filing.

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  SIBL  warrants to purchase 154,000 shares of the Company's common stock
at  an  exercise price of $5.00 per share and warrants to purchase 77,000 shares
of  the  Company's  common stock at an exercise price of $0.001 per share, which
warrants  expire  five  years  from  their  grant  date.

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  warrants to four separate affiliates of SIBL entitling them to purchase
an  aggregate  of  154,000  shares  of the Company's common stock at an exercise
price  of  $5.00  per  share and 77,000 shares at an exercise price of $.001 per
share.  The  warrants have a term of five years and are immediately exercisable.

In  January 2006, in connection with Mr. Wright's guarantee of the Amended Note,
the  Company  agreed  to grant Mr. Wright warrants to purchase 240,000 shares of
the Company's common stock at an exercise price of $1.02 per share. The warrants
are  being granted pursuant to an existing agreement between the Company and Mr.
Wright  and  expire  5  years  from  the  expiration  date of the guarantees. In
addition,  the Company has agreed to register the shares underlying the warrants
granted  to  Mr.  Wright on its next registration statement.  While the terms of
these  warrants have been agreed to, they have not been memorialized in a formal
agreement  as  of  the  date  of  this  filing.

                                      -72-
<PAGE>

In  March  2006,  in connection with Mr. Crosbie's appointment as Executive Vice
President, General Counsel and Secretary of the Company, Mr. Crosbie was granted
100,000 warrants to purchase shares of the Company's common stock at an exercise
price  of  $1.02 per share.  One half of the warrants, or 50,000 vested on March
15, 2006, with the remaining warrants vesting 25,000 at a time on March 15, 2007
and  March  15,  2008,  assuming  he is still a Director of the Company on those
dates.   While  the  terms  of these warrants have been agreed to, they have not
been  memorialized  in  a  formal  agreement  as  of  the  date  of this filing.

In  March  2006,  we  appointed  Jeffrey  Scott  as  President  of  Hickory.  In
connection  with  Mr.  Scott's  appointment,  we agreed to grant him warrants to
purchase  100,000  shares  of  the Company's common stock.  The warrants have an
exercise  price of $5.00 per share.  One half, or 50,000 of Mr. Scott's warrants
vested  on March 2, 2006, with the remaining 50,000 warrants vesting as follows,
25,000  warrants  on March 2, 2007 and the remaining 25,000 warrants on March 2,
2008,  assuming  Mr.  Scott  is  still  employed  by the Company on those dates.
While  the  terms  of  these  warrants  have  been agreed to, they have not been
memorialized  in  a  formal  agreement  as  of  the  date  of  this  filing.

In  March  2006,  with  an effective date of December 30, 2005, we purchased the
minority  interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the
"Minority  Interest")  from  Harborage  Leasing  Corporation ("Harborage").  The
purchase price of the Minority Interest from Harborage was a promissory note for
$1,411,705  ("Harborage  Note");  the right to receive, without payment, two (2)
three-bedroom  condominium  units to be constructed in Phase 2 of the Tierra Del
Sol  Resort,  or  in  the  event  title  to  both such units is not delivered by
December  31,  2007, then, in lieu thereof, payment of $500,000.00 for each such
unit  that  is  not  transferred  by  such date; 197,000 shares of the Company's
common stock; and warrants to acquire 300,000 additional shares of the Company's
common stock at a price of $5.00 per share.  The Harborage Note is guaranteed by
Malcolm J. Wright, the Company's Chief Executive Officer and Director, for which
he received a guaranty fee equal to three percent (3%)_of the amount guaranteed.
The  Company  paid  this  fee  through the grant of 102,321 warrants to purchase
shares  of  the  Company's common stock at an exercise price of $1.02 per share.
These  warrants  will  expire  5 years from the expiration date of the guaranty.
While  the  terms  of  these  warrants  have  been agreed to, they have not been
memorialized  in  a  formal  agreement  as  of  the  date  of  this  filing.



ITEM 13. EXHIBITS

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

EXHIBIT NO.  DESCRIPTION OF EXHIBIT

2.1  (1)     Stock  Purchase  Agreement

3.1  (2)     Articles  of  Incorporation

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

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

3.4  (3)     Amended  and  Restated  Bylaws

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

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

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

                                      -73-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -74-
<PAGE>

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

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

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

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

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

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

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

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

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

10.27(8)     Agreement  and  First  Amendment to Agreement to Purchase Galileo
             Notes  with  GCD  Acquisition  Corp. ("GCD"), dated March 19, 2004
             and March 29, 2004,  respectively

10.28(8)     Assignment  Agreement  for  Security  for  Galileo  Notes

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

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

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

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

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

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

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

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

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

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

                                      -75-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -76-
<PAGE>

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

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

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

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

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

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

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

10.60(23)    Commitment  Letter  with  KeyBank  National  Association  for
             $96,000,000  for  Phase  I

10.61(23)    Commitment  Letter  with  KeyBank  National  Association  for
             $14,850,000  for  Phase  II

10.62(24)    Re-Stated Promissory Note for $6,356,740 issued in favor of Around
             The  World  Travel,  Inc.  dated  June  30,  2005.

10.63(26)    Commitment  Letter  with  KeyBank  National  Association  for
             $96,000,000  for  Phase  I

10.63(27)    Commitment  Letter  with  KeyBank  National  Association  for
             $14,850,000  for  Phase  II

10.64(27)    Commitment  Letter  with  KeyBank  National  Association for up to
             72,550,000,  with  a  maximum principal balance of $40,000,000 for
             Phase 1 dated December  1,  2005

10.65(27)    Commitment  Letter  with  KeyBank  National  Association for up to
             $14,850,000  for  Phase  2  dated  December  1,  2005

10.66(28)    Construction  Loan Agreement with KeyBank National Association for
             $40,000,000  for  Phase  1  dated  December  29,  2005

10.67(28)    Promissory  Note with KeyBank National Association for $40,000,000

10.68(28)    Loan  Agreement  with KeyBank National Association for $14,850,000
             for  Phase  2  dated  December  29,  2005

10.69(28)    Promissory  Note with KeyBank National Association for $14,850,000

10.70(28)    Promissory  Note  for  $4,000,000 issued by TDS Management, LLC in
             favor  of  PCL  Construction  Enterprises,  Inc.

10.71(28)    Guaranty  by  the  Registrant of the $4,000,000 Promissory Note to
             PCL  Construction  Enterprises,  Inc.

10.72(28)    Guaranty  of  Malcolm  J.  Wright  guaranteeing  the  $4,000,000
             Promissory  Note  to  PCL  Construction  Enterprises,  Inc.

10.73(28)    Addendum  to Construction Loan Agreement Condominium and Townhouse
             Project  Development

                                      -77-
<PAGE>

10.74(28)    Payment  Guaranty  Phase  1

10.75(28)    Payment  Guaranty  Phase  2

10.76(28)    Amended  Debt  Guarantor  Agreement

10.77(28)    Guaranty  of  Tierra  Del  Sol  (Phase  1),  Ltd. guaranteeing the
             $4,000,000  Promissory Note to PCL Construction Enterprises, Inc.
             (exhibit 10.7)

10.78(28)    Performance  and  Completion  Guaranty

10.79(28)    Pledge  and  Security  Agreement

10.80(29)    Option  Exercise  Agreement  with Stanford Financial Group Company

10.81(29)    Assignment  of  Interest  in  Reedy Creek Acquisition Company, LLC

10.82(30)    Registration  Rights  Agreement  with  SIBL  dated January 4, 2006

10.4(30)     Credit  Agreement  with  SIBL

10.83(29)    $7,000,000  Promissory  Note  with  Bankers  Credit  Corporation

10.7(29)     Modification  and  Reaffirmation  of  Guaranty  and  Environmental
             Indemnity  Agreement

10.84(29)    Renewed,  Amended  and  Increased  Promissory  Note

10.85(30)    Stanford  International  Bank,  Ltd.  Warrant for 77,000 shares at
             $0.001  per  share

10.86(30)    Stanford  International  Bank,  Ltd. Warrant for 154,000 shares at
             $5.00  per  share

10.87(29)    Irrevocable  and  Unconditional  Guaranty

10.88(30)    Registration  Rights  Agreement  with SIBL dated December 28, 2005

10.89(29)    SIBL  $2.1  million  note

10.90(30)    Partnership  Interest Pledge and Security Agreement and Collateral
             Assignment  (Phase  1)

10.91(30)    Partnership  Interest Pledge and Security Agreement and Collateral
             Assignment  (Phase  2)

10.92(30)    SIBL  Warrant  Agreement  for  2%  Phase  1  interest

10.93(30)    SIBL  Warrant  Agreement  for  2%  Phase  2  interest

10.94(29)    Stanford  International  Bank,  Ltd. Warrant for 154,000 at $0.001
             per  share

10.95(29)    Stanford International Bank, Ltd. Warrant for 308,000 at $5.00 per
             share

10.96(31)    Original  Purchase  Agreement

10.97(32)    First  Amendment  to  Asset  Purchase  Agreement

10.98(33)    Settlement  Agreement  effective  as  of  December 31, 2005 by and
             among American Leisure Holdings, Inc., American Leisure Equities

                                      -78-
<PAGE>

             Corporation and Around  The  World  Travel,  Inc.

10.99(34)    Stock Purchase Agreement between Harborage Leasing Corporation and
             the  Company

10.100(34)    $1,411,705  Promissory  Note  payable  to  Harborage  Leasing
              Corporation

10.101(34)    Malcolm  J.  Wright  Guaranty  Agreement  regarding  $1,411,705
              Promissory  Note  with  Harborage  Leasing  Corporation

10.102(34)    Harborage  Leasing Corporation warrant to purchase 300,000 shares
              of  common  stock  at  $5.00  per  share


10.103(35)    Third  Party  Debt  Guarantor  Agreement



10.104(35)    Note  Modification  Agreement  with  SIBL


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

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

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

16.4  (11)    Letter  from  Charles  Smith

16.5  (11)    Letter  from  Marc  Lumer  &  Company

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

16.7  (12)    Letter  from  Malone  &  Bailey,  PLLC

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


21.1(35)      Subsidiaries  of  American  Leisure  Holdings,  Inc.


31*           Chief  Executive Officer and Chief Financial Officer Certification
              pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of  2002

32*           Chief  Executive  Officer  and  Chief  Financial  Officer
              Certification  pursuant  to  Section  906  of  the  Sarbanes-Oxley
              Act  of 2002

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

99.2(25)      Press  Release  issued  September  6, 2005, announcing Frederick
              W. Pauzar  as  Chief  Operating  Officer  and  a  Director

* Filed herein.

(1)  Filed  as  Exhibit  2.1  to  the  Registrant's  Form  8-K on June 28, 2002,
     and incorporated herein by reference.

(2)  Filed  as  Exhibit  3.1  to  the  Registrant's  Form  SB-1  on  October 20,
     2000, and incorporated herein by reference.

(3)  Filed  as  Exhibits  3.1,  3.2,  3.3,  3.4 10.2, and 16.1, respectively, to
     the Registrant's Form 10-QSB on August 19, 2002, and incorporated herein by
     reference.

(4)  Filed  as  Exhibit  16.1  to  the  Registrant's  Form  8-K on May 23, 2003,
     and incorporated herein by reference.

                                      -79-
<PAGE>

(5)  Filed  as  Exhibits  99.2,  99.1,  99.3,  99.5,  99.6,  99.7,  99.8,  99.9,
     99.10  and  99.11, respectively, to the Registrant's Form 10-KSB on May 23,
     2003, and incorporated herein by reference.

(6)  Filed  as  Exhibits  99.1,  99.2,  99.3,  99.4,  99.7,  99.8,  99.9, 99.10,
     99.11  and  99.5,  respectively,  to  the Registrant's Form 8-K on April 1,
     2004, and incorporated herein by reference.

(7)  Filed  as  Exhibits  99.11,  99.12  and  99.13,  respectively,  to  the
     Registrant's  Form  10-QSB  on  May  25,  2004,  and incorporated herein by
     reference.

(8)  Filed  as  Exhibits  99.1  and  99.2,  respectively,  to  the  Registrant's
     Form 8-K on April 6, 2004, and incorporated herein by reference.

(9)  Filed  as  Exhibits  3.1,  10.1,  10.2,  10.3,  10.4,  10.5  and  99.2,
     respectively,  to the Registrant's Forms 8-K/A filed on August 6, 2004, and
     incorporated herein by reference.

(10) Filed  as  Exhibits  3.1,  10.1,  10.2,  10.3,  10.4,  10.5  and  99.2,
     respectively,  to the Registrant's Forms 8-K/A filed on August 6, 2004, and
     incorporated herein by reference.

(11) Filed  as  Exhibits  16.2,  16.3,  16.4  and  16.5,  respectively,  to  the
     Registrant's  Forms 8-K/A filed on August 18, 2004, and incorporated herein
     by reference.

(12) Filed  as  Exhibit  16.1  to  the Registrant's Form 8-K on August 18, 2004,
     and incorporated herein by reference.

(13) Filed  as  Exhibit  10.6  to  the  Registrant's  Form  10-QSB on August 20,
     2004, and incorporated herein by reference.

(14) Filed  as  Exhibit  10.6  to  the Registrant's Form 10-QSB/A on December 8,
     2004, and incorporated herein by reference.

(15) Filed  as  Exhibit  10.1  to  the Registrant's Form 8-K on January 6, 2005,
     and incorporated herein by reference.

(16) Filed  as  Exhibit  10.1  to  the  Registrant's  Form  8-K  on  February 2,
     2005, and incorporated herein by reference.

(17) Filed  as  Exhibits  10.1,  10.2,  10.3  and  10.4,  respectively,  to  the
     Registrant's  Form  8-K  on  March  14,  2005,  and  incorporated herein by
     reference.

(18) Filed  as  Exhibits  4.6,  10.29,  10.30,  10.31,  10.32, 10.33, and 10.34,
     respectively,  to  the  Registrant's  Form  10-KSB  on  March 31, 2005, and
     incorporated herein by reference.

(19) Filed  as  Exhibit  16.2  to  the  Registrant's Form 8-K on March 28, 2005,
     and incorporated herein by reference.

(20) Filed  as  Exhibits  4.5,  10.43  and  10.44,  respectively  to  the
     Registrant's  Form  10-QSB  on  May  23,  2005,  and incorporated herein by
     reference.

(21) Filed  as  Exhibits  10.45,  10.46,  10.47,  10.48,  10.49,  10.50,  10.51,
     10.52,  10.53,  10.60,  10.61,  10.62, 10.63 and 23.1, respectively, to the
     Registrant's  Form  SB-2  on  June  30,  2005,  and  incorporated herein by
     reference.

                                      -80-
<PAGE>

(22) Filed  as  Exhibits  10.54,  10.55,  10.56,  10.57,  10.58  and  10.59,
     respectively,  to  the  Registrant's  Form  SB-2/A  on  July  7,  2005,  an
     incorporated herein by reference.

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

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

(25) Filed  as  Exhibit  99.1  to  the  Registrant's  Form  8-K  on September 6,
     2005, and incorporated herein by reference.

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

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

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

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

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

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

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

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

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


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



(i)  In addition to Stanford International Bank, Ltd. ("SIBL"), four individuals
were  granted  warrants  in  connection  with  the  Option Agreement. Those four
individuals,  Ronald  Stein, Osvaldo Pi, Daniel Bogar and William Fusselman were
each granted warrants to purchase 19,250 shares of the Company's common stock at
$0.001 per share, and warrants to purchase 38,500 shares of the Company's common
stock  at  $5.00  per  share,  which warrants are identical to the SIBL warrants
attached  hereto as Exhibits 10.9 and 10.10, respectively, other than the number
of shares which those warrants are exercisable for.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT  FEES

The  audit  and  audit related fees billed for audit and review of the Company's
annual  and  quarterly  financial  statements  were  $56,000 and $83,257 for the
fiscal  years  ended  December  31,  2005  and  December 31, 2004, respectively.

                                      -81-
<PAGE>

AUDIT  RELATED  FEES

The  Company  did  not  pay any additional fees for the years ended December 31,
2005  and  2004  for  assurance  and  related services reasonably related to the
performance  of  the  audit  or  review  of the Company's financials statements.

TAX  FEES

The  Company  paid $41,990 and $0, in fees for the years ended December 31, 2005
and  2004,  respectively, for professional services rendered for tax compliance,
tax  advice  and  tax  planning.

ALL  OTHER  FEES

The Company's principal independent accountants did not bill the Company for any
services  other  than the foregoing for the fiscal years ended December 31, 2005
and  December  31,  2004.


                                   SIGNATURES

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

                        AMERICAN LEISURE HOLDINGS, INC.

                        By:  /s/ Malcolm J. Wright
                             --------------------------
                        Name:  Malcolm J. Wright
                        Title: Chief Executive Officer and
                               Director
                        Date:  March 16, 2007

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

     SIGNATURE                         TITLE                           DATE
     ---------                         -----                           ----

/s/ Malcolm J. Wright         Chief Financial Officer,            March 16, 2007
----------------------        Chief Executive Officer, and
Malcolm J. Wright             Chairman of the Board of Directors


/s/ Frederick Pauzar          President, Chief Operating Officer, March 16, 2007
----------------------        and Director
Frederick Pauzar


/s/ L. William Chiles         Director                            March 16, 2007
----------------------
L. William Chiles

                                      -82-
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