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

                                  FORM 10-KSB/A
                                 Amendment No. 1

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

                  For the fiscal year ended December 31, 2004

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

                  For the transition period from             to
                                                  ----------     -------------

                        Commission file number 333-48312

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


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

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


Issuer's telephone number (201) 226-2060


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

                                      NONE

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

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

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

The  aggregate  market value of the issuer's voting and non-voting common equity
held by non-affiliates computed by reference to the average bid and ask price of
such  common  equity  as  of March 29,  2005,  was  approximately
$12,460,502.31.

At March 31, 2005, there were 9,977,974 shares of the Issuer's common stock
outstanding.

     This  Amended Form 10-KSB is being filed to update financial information in
     the  audited  financial  statements  and  the  Management's  Discussion and
     Analysis  section,  lease  information,  certain  relationships and related
     transactions,  security  ownership,  legal  proceedings  and other business
     matters.

<PAGE>
                         TABLE OF CONTENTS

ITEM 1.     DESCRIPTION OF BUSINESS                                            3
ITEM 2.     DESCRIPTION OF PROPERTY                                            9
ITEM 3.     LEGAL PROCEEDINGS                                                  9
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               10
ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          10
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION         14
ITEM 7.     FINANCIAL STATEMENTS                                              24
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE.                              25
ITEM 8A.    CONTROLS AND PROCEDURES.                                          26
ITEM 8B.    OTHER INFORMATION.                                                26
ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
            CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
            THE EXCHANGE ACT.                                                 26
ITEM 10.    EXECUTIVE COMPENSATION.                                           29
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.            30
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    31
ITEM 13.    EXHIBITS                                                          33
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.                           35
SIGNATURES                                                                    35

                                        2
<PAGE>

                                     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. ("AMLH"), through its subsidiaries, manages
and  distributes  travel  services,  develops luxury vacation home ownership and
travel destination properties, and operates affinity-based travel clubs and call
centers  that  provide  internal  and  external  commercial  and  communications
services.  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 luxury vacation home ownership
and  travel  destination  properties.  We  were  incorporated  in  Nevada  as
Freewillpc.com,  Inc. ("Freewill"), 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. The Company has been
re-designed  and  structured to own, control and direct a series of companies in
the travel and tourism industries so that it can achieve vertical and horizontal
integration  in  the  sourcing  and  delivery  of  corporate and vacation travel
services.

    On June 14, 2002, we  entered  into  a  Merger Agreement (the "Merger") with
American  Leisure  Corporation  and  its  subsidiaries (collectively referred to
herein as "American Leisure"). As consideration for the Merger, we issued to the
former  American  Leisure  stockholders 4,893,974 shares of our common stock and
880,000  shares  of 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. American Leisure was considered the accounting acquirer and
the results of its operations carried over.  The operations of Freewill prior to
the  Merger  were not carried over and were adjusted to $0.  On July 9, 2002, we
changed  our  name  to  American  Leisure  Holdings,  Inc.

     On  October  1,  2003,  we  acquired  a majority interest in Hickory Travel
Systems,  Inc.  ("Hickory"). Hickory is a travel management service organization
that primarily serves a network/consortium of approximately 160 well-established
travel  agency  members,  comprised  of  over  3,000  travel  agency  locations
worldwide,  that  focus primarily on corporate travel. As a group, these members
have  amassed  approximately $17 billion in travel bookings (or gross sales) per
year  over  the  past  several  years.  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.

                                        3
<PAGE>

     On December 31, 2004, we acquired substantially all of the assets of Around
The  World  Travel, Inc. ("AWT") which included the business name "TraveLeaders"
and all of the tangible and intangible assets necessary to operate TraveLeaders,
a  fully integrated travel services distribution business based in Coral Gables,
Florida.  AWT  began  doing  business  in  1963  serving  individuals  and small
corporate  clients  in  Coral  Gables, Florida. AWT was incorporated in 1977 and
began  operating as TraveLeaders in 2001. TraveLeaders provides its clients with
a  comprehensive  range  of  business  and  vacation  travel  services including
corporate  travel  management,  leisure  sales,  and  meeting, special event and
incentive  planning.

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

RECENT  DEVELOPMENTS

     On  January  29,  2005, we entered into an operating agreement with Sonesta
Orlando,  Inc  ("Sonesta"),  a  wholly-owned subsidiary of Sonesta International
Hotels  Corporation,  a  luxury resort property management company.  Pursuant to
the  operating  agreement,  we  delegated  to  Sonesta  substantially all of the
hospitality  responsibilities within our vacation resort development project now
known  as  Sonesta  Orlando Resort at Tierra Del Sol ("Sonesta Orlando Resort").
Under  the  operating  agreement,  our  subsidiary, American Leisure Hospitality
Group,  Inc.,  retains  primary management control of the resort.  See "Vacation
Resort  Development"  for  a  more  detailed  description  of  this  project.

     On February 1, 2005, our Board of Directors (the "Board") nominated Messrs.
David  Levine,  Thomas  Cornish  and Carlos Fernandez to serve as members of the
Board.  While  they have accepted their nominations, Messrs. Levine, Cornish and
Fernandez  have  not  yet commenced their appointments to the Board of Directors
and  are  considered  nominees. The Company has no reason to believe that any of
them  will  be  unable  to  serve or decline to serve as a director. The Company
anticipates  that the nominees will commence directorship in the near term after
the  filing  of  this Form 10-KSB, and that Mr. Levine will serve as Chairman of
the Board. The Company anticipates that Messrs. Cornish and Levine will serve on
the Compensation Committee being formed in the near future by the Board and that
Mr.  Fernandez will serve on the Audit Committee being formed in the near future
by  the Board. L. William Chiles will continue to serve as Chairman of the Board
until  Mr.  Levine  is  formally  inducted  to that position, which induction is
anticipated  by the Company. Mr. Chiles will continue to serve on the Board as a
Director  and  will  chair  a New Initiatives Committee that our Board is in the
process of forming. The Company filed a Form 8-K with the Commission on February
15,  2005, which disclosed that the Company's Board of Directors nominated David
Levine,  Thomas Cornish and Carlos Fernandez as Directors of the Company to fill
vacancies on the Board of Directors created by the resignation of Gillian Wright
and an increase in the number of members on the Board of Directors from four (4)
to  nine  (9). This disclosure is being provided to clarify that Messrs. Levine,
Cornish  and Fernandez have not yet commenced their appointments to the Board of
Directors and are considered nominees. The Company has no reason to believe that
any  nominee  will  be  unable  to  serve  or decline to serve as a director. L.
William  Chiles  continues to serve as Chairman of the Board until Mr. Levine is
inducted  into  such position, which induction is anticipated by the Company. As
and  when  the  Company  and the director nominees complete the process of their
induction, the nominees are expected to be inducted as directors of the Company.


     On  February  4,  2005,  we  announced  our joint venture with IMA, Ltd., a
Barbados company ("IMA"), to open a telecommunications center in Antigua-Barbuda
(the  "Antigua  Call  Center"). We expect this call center to serve a variety of
large  and  small corporations by fulfilling customer service to their customers
in  the  United  States  and  the  United  Kingdom.

     On  February  16,  2005,  we  announced  the  groundbreaking of the Sonesta
Orlando  Resort, our vacation resort development project located just outside of
Orlando,  Florida.  See the heading entitled "Vacation Homes and Travel Resorts"
for  a  more  detailed  description  of  this  project.

     On  March 8, 2005, we consummated the sale of unimproved land in Davenport,
Florida  that  was  the  sole  asset  of  a  subsidiary,  Advantage Professional
Management  Group,  Inc.  The property had been held for property for commercial
development.  The  land  was  acquired  in 2002 for approximately $1,975,359 and
sold  in 2005 for just over $4,000,000.  We received approximately $2,730,000 in
net proceeds from the sale.

BUSINESS  INTEGRATION

     The  Company  is  on  a  mission  to develop a large, multi-national travel
services,  travel  management  and  travel  distribution organization that has a
division  that  constructs luxury vacation home ownership and travel destination
properties.  We  are  in  the  process of integrating the business operations of
Hickory  and  TraveLeaders to distribute, fulfill and manage our travel services
which  will  serve  as  the  foundation  of our business model. We are currently
in what we believe to be final negotiations for the financing  to  construct
the  Sonesta  Orlando  Resort, a 972-unit vacation  home resort to be located
just outside of Orlando,  Florida. We will be affiliated  with RCI, an
international vacation unit exchange facilitator, which will  serve  as our link
to other vacation resort properties.  We operate six (6) affinity-based  travel
clubs. In addition to Hickory's 24-hour call center, IMA, a  company  with
which  we  have  entered  into  a joint venture, is currently operating  our
Antigua  Call  Center  and we own the equipment for another call center  in
Coral  Gables,  Florida  which  is currently not being operated. Our planned
business  model  is  to  use  the travel distribution, fulfillment and
management  services  of the combined business  operations  of  Hickory and
TraveLeaders to, among their other pursuits, provide bookings for vacation
homes and  travel  resorts  under our  management  and  travel  services  to
our affinity-based travel clubs.

                                        4
<PAGE>

     Hickory is a travel management service organization that primarily serves a
network/consortium  of approximately 160 well-established travel agency members,
comprised  of over 3,000 travel agency locations worldwide, that focus primarily
on  corporate  travel.  TraveLeaders  is  a  fully  integrated  travel  services
distribution  business  that  provides its clients with a comprehensive range of
business  and  vacation  travel  services including corporate travel management,
leisure  sales, and meeting, special event and incentive planning.  In addition,
TraveLeaders  currently  fulfills  travel  orders  produced  by  our subsidiary,
American  Travel  &  Marketing  Group,  Inc.  (discussed below under the heading
"Vacation  Homes  and  Travel  Resorts").    Hickory and TraveLeaders are in the
processes  of  negotiating  joint  arrangements  with  vendors to provide travel
services  to  their  members  and  clients.  We  anticipate that the information
technology  ("IT"),  finance,  accounting  and account management departments of
Hickory  and  TraveLeaders will be the first departments to merge.  Once Hickory
and  TraveLeaders  are  integrated,  we  will  have  both  brick-and-mortar  and
Internet-based  distribution  capabilities  in both corporate and leisure travel
planning  and  distribution.

     The  integration  process  has  been  slowed  by factors including, but not
limited  to,  continued  due  diligence of TraveLeaders, litigation commenced by
TraveLeaders  regarding  its  contracts  with Seamless, as discussed in "Item 3.
Legal  Proceedings," and world events such as the terrorist attack in the United
States  on  September  11,  2001, the war in Iraq and other uncertainties in the
Middle  East  that  have  negatively  impacted corporate and leisure travel.  We
believe that we have highly qualified travel and business professionals at AMLH,
Hickory  and  TraveLeaders who can complete the process of integration.  We plan
to  complete  the  integration  process  in time for the completion of the first
units  of  the Sonesta Orlando Resort which we expect to occur in  the summer of
2006.

TRAVEL  SERVICES

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

     The  travel services industry is made up of two broad categories, corporate
business travel and individual leisure travel.  According to the Travel Industry
Association  of America, Americans spent over $500 billion on domestic travel in
2004, of  which  we  believe  a  significant  portion  was  for business travel.
TraveLeaders  does  the  majority  of  their  business  in  the corporate travel
management  category,  while  Hickory provides services to a variety of agencies
that compete in both business and leisure 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
client companies in optimizing the value of their travel expenditures.

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

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

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

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

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

     The  Company  manages  and distributes travel services through Hickory, our
subsidiary,  and  TraveLeaders,  a fully integrated travel services distribution
business  based  in Coral Gables, Florida.  We acquired Hickory in October 2003.
On  December  31,  2004,  our  wholly owned subsidiary American Leisure Equities
Corporation  acquired  substantially all of the assets of AWT which included all
of  the  tangible  and  intangible  assets  necessary  to  operate TraveLeaders.

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

     We  provide our clients with a comprehensive range of business and vacation
travel  services, including corporate travel management (including reservations,
profiled  service  levels,  financial  and  statistical  reporting  and supplier
negotiations),  leisure  sales (including sales to individuals and to travel and
vacation  clubs), and meeting, special event and incentive planning.  We provide
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  corporate 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 Web Sites
provide our corporate clients with an exclusive portal for corporate and leisure
travel planning and booking.  Our corporate-clients range in size from companies
with  as  few  as  two  to  three  travelers  to  companies with several hundred
travelers  or  more.  We  develop  corporate  travel  policies, manage corporate
travel  programs  and  design  and  develop information systems tailored for our
clients.  The benefits derived by our clients typically increase proportionately
with  the  amount  of  spending,  in  that we can obtain direct benefits for the
clients  by negotiating favored terms with suppliers and provide the client with
better  management information regarding their spending patterns through active,
involved  account  management  and  customized  reporting  capabilities.

                                        5
<PAGE>

     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. In addition, we focus our attention on servicing the
travel  requirements  of  travel  and vacation clubs to garner significant group
purchasing  power.  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 primarily serves a
network/consortium  of approximately 160 well-established travel agency members,
comprised  of over 3,000 travel agency locations worldwide, that focus primarily
on  corporate  travel.  We  intend  to  utilize  Hickory's  24-hour  reservation
services,  international  rate desk services, discount hotel programs, preferred
supplier  discounts,  commission  enhancement  programs,  marketing  services,
professional  services,  automation  and  information  exchange.

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

     American  Travel  & Marketing Group, Inc., our subsidiary, operates six (6)
affinity-based  travel  clubs,  as  discussed  below under the heading "Vacation
Homes  and  Travel  Resorts." Highly advantageous travel benefits are the key to
distinguishing our affinity club creation and management from the older model of
single  purpose  clubs.  In  addition  to  travel  benefits, we actively promote
cross-marketing  strategies  to  engage  non-traditional  sponsors  to  provide
significant  benefits  to  the  members that would otherwise not be available to
them  in  a  traditional  affinity  club. We utilize TraveLeaders to fulfill the
travel  service  needs  of  these  affinity  based  clubs.

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

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

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

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

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

     We operate approximately fourteen (14) on-site offices located at corporate
client  premises,  where  we  provide  customized trip planning, reservation and
ticketing  services  to  the  employees  of  such  corporate  clients.

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

                                        6
<PAGE>

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

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

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

VACATION  HOME  AND  TRAVEL  RESORT  OPERATIONS

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

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

     Our  first  vacation  home resort will be conducted through our subsidiary,
Tierra  Del  Sol  Resort,  Inc.  ("TDSR").  We  intend  to  develop high-quality
vacation  resort  properties  comprised  of  vacation  homes  and  other  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  services  division.

     We  plan  to  develop  our  vacation  resort  properties  to enable certain
qualifying  vacation  homeowners  to  include  their  homes  in voluntary rental
arrangements.  We plan to provide vacation resort homeowners a comprehensive set
of  vacation  rental  and  property management and rental services. The services
will  consist of marketing, reservations, guest services, basic resort services,
maintenance,  repair  and  cleaning,  management  of  home  owner  and  condo
associations,  record  keeping  and  billing,  and representation of homeowners'
interests  with transient guests.

     We  have  finished  the  planning  stage  for the Sonesta Orlando Resort, a
972-unit  vacation  home  resort to be located just outside of Orlando, Florida.
The  Sonesta  Orlando Resort will be our first property. On January 29, 2005, we
entered  an  operating  agreement  with  Sonesta, a nationally recognized luxury
resort  management  company.  While  retaining  the  primary  management
responsibility,  we  delegated  substantially  all  of  the  hospitality
responsibilities  within  the  management  of  the  resort  to  Sonesta.

                                        7
<PAGE>

     We  plan  to construct the Sonesta Orlando Resort in two phases. Phase I is
scheduled  to  include  430  residential  units, an 84,000 square foot clubhouse
(approximate  square  footage  under  air), and one of Central Florida's largest
swimming  and  recreation  complexes  which includes a combination pool and lazy
river  swimming  feature,  an  outdoor  sports  bar  and  food service, restroom
facilities,  showers,  water  slides,  beach  volleyball and extensive sundecks.
Phase II is scheduled to include 542 residential units and additional amenities.
The  Phase II resort amenities contemplated include miniature golf, a flow rider
water  attraction,  a  wave  pool,  Rapid  River,  and  a  children's multilevel
interactive  water  park.  Phase  II  clubhouse  improvements  will  include the
finishing,  equipping  and  furnishing of banquet/meeting rooms, casual and fine
dining  restaurants, a full service  spa, a sales center and an owners' club. We
estimate  that  the  cost  to  complete  the  construction  of  Phase  I will be
$156,500,000,  of which $19,200,000 will be the cost of the horizontal
construction, $24,900,000 will be for the clubhouse and resort amenities,
$67,600,000 will  be for vertical construction on 430 units and $45,400,000 will
be for other costs such  as  contingencies, closing costs and soft costs such as
architectural,  engineering, and legal costs. We plan to have the first phase of
horizontal  construction  cost  of $19,200,000 funded by the Westridge Community
Development  District  ("District") via the sale by the District of bonds issued
on a non-recourse basis to the Company ("CDD Bonds"). The District was initially
created by the Company and enabled by an order of the State District Court. The
debt service on the  CDD  Bonds  will  be  paid by all of the owners of real
property within the District  as  a  quasi-public  cost  for  the  community
benefit provided by the infra-structure  and  green spaces the District will
create and preserve. We are currently  in  the  final stages of the negotiations
with a national banking institution  for  the  provision of a $96,600,000
conventional construction loan that  we  expect  to  close  in  May  2005. We
have also given the same banking institution  the  underwriting  role  in the
sale of the CDD Bonds. We expect to close  the  first  offering  of  the  CDD
Bonds  in  May 2005. We plan to begin construction  of  Phase I upon the closing
of the conventional construction loan and  the  sale  of  the  first  offering
of  the  CDD  Bonds.

     In  November  2003,  TDSR  entered  into  an  exclusive sales and marketing
agreement  with Xpress Ltd. ("Xpress") to sell the vacation homes in the Sonesta
Orlando  Resort.  Malcolm J. Wright, a director of the Company and the Company's
Chief  Executive  Officer and Chief Financial Officer, and members of his family
are  the  majority shareholders of Xpress. As of March 30, 2005, Xpress has pre-
sold  648  vacation  homes  in  a  combination  of  contracts  on Town Homes and
Reservations  on  condominiums  in  the  Sonesta  Orlando Resort for total sales
volume  to date of over $216 million. All deposits required by the contracts and
reservations  have  been  received  by the Company as detailed elsewhere in this
report.

     American  Travel  &  Marketing Group, Inc. ("ATMG" and its d/b/a, "American
Affinity  Clubs"  or  "AAC"),  our  subsidiary,  operates six (6) affinity-based
travel  clubs.  American  Affinity  Clubs has developed a travel club system and
travel  incentive  strategy  that  creates and fulfills the travel and incentive
needs  of  corporations,  organizations and associations with significant member
bases.  Typically,  American  Affinity Clubs identifies a national retail entity
and  propose  to  create  a  club  to  be  comprised  of persons in their target
demographic, the purpose of which will be to foster loyalty to their brands. The
incentives  for  membership  are  a  rich  assortment  of  discounted  travel
opportunities  that  are  tailored  to  their  target  demographic  as well as a
significant  array  of special membership benefits that are provided by sponsors
of  nationally  known  products  and  services.  American Affinity Clubs derives
revenues  from  membership dues, sponsorship premiums and travel commissions. In
addition  to  revenue  generation,  American  Affinity  Clubs  will also provide
traffic  to  the  Company's vacation home and resort properties. We believe that
American  Affinity  Clubs  will  generate  increased travel business through the
creation  of  additional clubs comprised of affinity-based travelers. We believe
that  AAC  is  poised  to  secure  a  strong market share of the affinity-travel
marketing  segment.  As  the proprietor and manager of the clubs it creates, AAC
anticipates  substantial  revenue  from  annual  membership fees and commissions
earned  on  the  sale  of  travel  services,  once  the  infrastructure has been
finalized  to  communicate  and  sell  to  its affinity-based club databases. We
expect that American Affinity Clubs will derive revenue from sales opportunities
to  Hickory's corporate clients, Hickory's bulk purchasing power and fulfillment
capacity,  and  access  to  our  vacation  home  and  resort  properties.

     Management  of  our  vacation  resorts  will  be  conducted  through  our
subsidiary, American Leisure Hospitality Group, Inc. ("ALHG"). ALHG entered into
an  operating  agreement  with Sonesta, which delegates to Sonesta substantially
all  of  the  hospitality  responsibilities for the Sonesta Orlando Resort. ALHG
retains  primary  responsibility  for  the  management  of  the  resort.

COMMUNICATIONS  SERVICES

     The  Company's  subsidiary,  American Sterling Corp., ("AS") currently owns
the  equipment  necessary to operate two (2) call centers.  In December 2004, we
entered  into  a  joint  venture  with  IMA, Ltd., a Barbados company, to open a
telecommunications  center in Antigua-Barbuda (the "Antigua Call Center").  IMA,
Ltd.  currently  operates  the  Antigua Call Center.  The other center, based in
Coral  Gables,  Florida  is not yet operational.  The Company is in negotiations
with  another  call  center  operator  for  the utilization of that center.  The
services  provided  by  the  Antigua Call Center are both in-bound and out-bound
traffic for customer service and accounts receivable management.  The clients of
the Antigua Call Center are well known national businesses with well-established
credit  and  operational systems.  We expect this call center to serve a variety
of large and small corporations by contacting customers in the United States and
the  United  Kingdom.

     The  American  Sterling  subsidiary, Comtech Fibernet, Inc., specializes in
the  design,  installation and operation of Fiber To The Home Networks, a method
of  delivering  massive bandwidth and other telecommunications and video signals
to  the  home in a revolutionary way.

     Almost from the conception of fiber-optic cable,  fiber-to-the-home (FTTH),
or the passive optical network (PON), has been envisioned  as the network of the
future. Single-mode fiber combines very low signal  loss per kilometer with high
carrying capacity.  On  the  surface,  these traits make an ideal network
with  very  high  bandwidth availability, ultra reliability, and the ultimate in
network future-proofing.

     After  25  years of being considered the future of access networks, FTTH is
now being deployed on a large scale in the United States. For several years, the
ever-increasing  number  of  FTTH  deployments  has  been  driven  mainly  by
nontraditional  carriers  such  as  utility  companies, municipalities, and home
developers  as  well  as  a  few  competitive local exchange carriers ("CLECs").
Today,  however,  FTTH  also  has  become  the  technology  of  choice  for many
Independent  local  exchange carriers ("LECs") and at least one large incumbent,
both  for new builds and overbuilds. The economic and technical reasons for this
change  have  much  to  do  with outside plant (OSP) innovations that reduce the
labor  and  active  electronics  costs  of  an  FTTH  installation.


     The Company expects significant growth from Comtech Fibernet, Inc.

                                        8
<PAGE>

Competition  in  the  Communications  Services  Industry
--------------------------------------------------------

     The Company opened the Antigua Call Center due to the new demand for call
centers in the Caribbean.

     The  call-center  business  is  booming  in  the  Caribbean,  as  telecom
deregulation  in  the  islands  slashes  costs  and  U.S. companies spread their
growing  overseas call-center business to lower-cost sites "near-shore." 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, according to a
report  from  Miami-based  researcher  Zagada  Markets.

     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 lures.

     Competition  may  be  robust  but  at  present the Company believes demand
still exceeds the supply.  The  Company cannot guarantee how long it will
experience this favorable market condition.

PATENTS,  TRADEMARKS  &  LICENSES  WHAT  ABOUT  THE  NAME  TRAVELEADERS

     The Company does not own any patents, trademarks, copyrights or other forms
of intellectual property.   We will register or apply to register our trademarks
when  we  believe  registration  is  warranted,  and  important,  to our ongoing
business  operations.  We  have  registered  and own a number of Internet domain
names  including  americanleisureholdings.com and www.traveleaders.com.

GOVERNMENTAL  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
as  such, which could have a material adverse effect.  We believe that we are in
compliance  in  all-material  respects with applicable regulations.  However, no
assurance  can  be  given  that  the  cost of complying with applicable laws and
regulations  will  not  be significant or that we are in fact in compliance with
all applicable laws.  Any failure to comply with  current  or  future applicable
laws or regulations could have a material adverse effect on 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.  There
can  be  no  assurances,  however,  that  our practices and methods would not be
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 each campaign. 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 75 employees, all of which are employed on a full-time basis.
There  are no collective bargaining contracts covering any of our employees.  We
believe  our  relationship  with  our  employees  is  satisfactory.

ITEM 2.     DESCRIPTION OF PROPERTY

     Our  corporate  headquarters  are located in Saddlebrook, New Jersey.   Our
Saddlebrook  facility  is  approximately  5,000 square feet, of which 250 square
feet houses AMLH's executive offices.  This facility is leased by Hickory Travel
Systems for approximately $178,056 per year and AMLH does not pay any rent to
Hickory for the executive office. A reservation service center equipment lease
Calls for a monthly base rent of $6,461 through December 2005.

     We leased office space located in Tamarac, Florida. The monthly base rental
Was $17,708. In the Spring of 2004, the Company was able to terminate the lease.

     We  own  the land on which the Sonesta Orlando Resort will be situated.  We
purchased this land for $5,560,366.  It is currently subject to mortgages in  an
amount equal  to  approximately $12,000,000 that represents approximately a 35%
loan  to value ratio.  As a developer of vacation resort properties, we may also
purchase  additional  parcels  of  land  for  resort development.

     The  Company's  Traveleaders assets are located in a building leased by AWT
from a partnership comprised of AWT shareholders.  TraveLeaders occupies almost
all  of  the  40,000  square feet at 1701 Ponce De Leon Boulevard, Coral Gables,
Florida. The Company plans to move various other subsidiaries into the available
space.  The  lease  expires  in December of 2006.  The Company has commenced its
search for alternative leaseholds.

ITEM 3.     LEGAL PROCEEDINGS

    We  are  a defendant in an action that was filed in Orange County, Florida.
In  June,  2001,  Rock  Investment  Trust,  P.L.C.,  a British limited liability
company,  and RIT, L.C., a related Florida limited liability company, filed suit
against  Malcolm  J.  Wright, American Vacation Resorts, Inc., American Leisure,
Inc.,  Inversora  Tetuan,  S.A.,  Sunstone Golf Resort, Inc., and SunGate Resort
Villas,  Inc.  (the  "Defendants"),  seeking  either  the  return  of an alleged
$500,000  investment  or  an  ownership interest in one or more of the defendant
entities  equivalent  to  the  alleged investment amount.  This lawsuit involves
allegations  of  fraud  against Malcolm J. Wright, a director of the Company and
the  Company's  Chief  Executive  Officer  and  Chief  Financial  Officer.  The
Defendants  have  denied  all  claims  and  have  counterclaimed  against  Rock
Investment Trust and its principal, Roger Smee for damages.  The Defendants are
seeking to recover deposits and costs on two real estate transactions totaling
approximately $440,000 plus damages. seeking damages in excess of $10
million,  assuming  success on all aspects of the litigation.  The litigation is
in  the  discovery  phase  and  is  not  currently  set  for  trial.  While many
depositions and other discovery of facts remain to be done, based on the status
of  the  record  developed  thus  far, our counsel believes that Rock Investment
Trust's  and  RIT's  claims  are without merit and that the counterclaim will be
Successful, although  damages are uncertain.  This case has  been inactive since
February  2002,  although opposing counsel did file discovery documents  in  the
past year to keep the case from being dismissed for lack of prosecution.

                                        9
<PAGE>

     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,  L  William  Chiles,  and
Walter Kolker, seeking a claim for securities  fraud,  violation of Florida
Securities and Investor Protection Act, breach  of  their  employment contracts,
and claims for fraudulent inducement. Defendants have denied all claims and have
a counterclaim against Manuel Sanchez and  Luis  Vanegas  for damages. The
litigation commenced in March 2004 and will shortly  enter  the discovery phase
and is not currently set for trial. American Leisure  believes  that Manuel
Sanchez and Luis Vanegas claims are without merit and  the  claim  is  not
material  to  American  Leisure.   American Leisure does not believe that
Sanchez and Vanegas' claims have merit and intends to vigorously defend the
lawsuit.

     In  February 2003, American Leisure, Inc. and Malcolm Wright were joined in
a  lawsuit  filed by Howard Warren and captioned as Howard Warren v. Travelbyus,
Inc.  William  Kerby,  David  Doerge,  DCM/Funding  III, LLC, Balis Lewittes and
Coleman,  Inc.  We  were included under a theory of joint venture liability with
the  defendants.  The  plaintiff  claims  losses of $1.5 million from an alleged
breach  of  a  promissory note as well as punitive damages for willful and gross
negligence.  The  litigation  is in the discovery phase and is not currently set
for trial. An order was entered on November 1, 2004 following Plaintiff's Motion
To Dismiss that dismissed the case against ALI and Mr. Wright without prejudice.
The  dismissal  becomes  irrevocable  one  year from the date that the order was
entered.

     On  March  30,  2004,   the   Company's   President,  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.  Additionally, on July 23, 2004, the primary plaintiffs filed a motion
to amend their complaint to add direct claims against the Company's subsidiary,
American Leisure, Inc. ("ALI") as well as Mr. Wright.  On August  4, 2004,  the
plaintiffs withdrew that motion and have not asserted or threatened any  direct
claims against ALI, Mr. Wright or the Company.

     In  early  May  2004,  Around The World Travel, Inc. ("AWT"), from which on
December  31, 2004 we purchased substantially all of its assets, filed a lawsuit
with  the  clerk  of the Miami-Dade 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  AWT  and  us  in  a lawsuit styled Seamless Technologies, Inc. et al v.
Keith St. Clair et al. This suit alleges that AWT has breached the contracts and
also  that  we  and  AWT's  Chief  Executive Officer were complicit with certain
officers  and  directors  of  AWT in securing ownership of certain assets for us
that  were  alleged  to  have  been a business opportunity for AWT. This lawsuit
involves  allegations  of  fraud  against  Malcolm  J. Wright, a director of the
Company  and  the Company's Chief Executive Officer and Chief Financial Officer.
The lawsuit filed by Seamless has been abated and consolidated with the original
lawsuit  filed  by  AWT. In a related matter, the attorneys for Seamless 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 the Company
includes  monetary  damages  and  litigation  costs.  All  three suits have been
brought  to the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade
County,  Florida (the "Seamless Suit"). We have retained legal counsel regarding
these  matters.  We  intend  to vigorously support the original litigation filed
against  Seamless  and  defend  the  counterclaim  and  allegations  against us.

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

     The  Company  is not aware of any proceeding to which any of its directors,
officers, affiliates or security holders  are  a party adverse to the Company or
have a material interest adverse to  the  Company.

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

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

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

                                       10
<PAGE>

     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,
mark-down  or  commission  and  may  not  represent  actual  transactions.

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

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

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

     As  of  March 31, 2005, the Company had 331 holders of record of the common
stock.  The  number  of holders of the common stock includes nominees of various
depository  trust  accounts  for  an  undeterminable  number  of  individual
stockholders.

DIVIDEND  POLICY

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

     Cumulative  dividends  on  our  issued  and  outstanding Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred
(as  the  same  may  be  amended  from  time to time) 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 and agreed to issue Series F Preferred Stock as currency for
the  purchase of AWT assets valued at $193,260. The Series F Preferred Stock has
cumulative dividends that accrue 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.  The  Series  F  Preferred  Stock  has not been issued as of this filing.
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 have
never paid any cash dividends on our preferred stock. All dividends on preferred
stock  accrue  without  interest  until  the  Company  declares  a  profit.

RECENT SALES OF UNREGISTERED SECURITIES

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

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

                                       11
<PAGE>

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

     In  March  2004,  the Company issued warrants to purchase 300,000 shares of
the  Company's  common  stock  to  Stanford  Venture  Capital  Holdings,  Inc.
("Stanford")  and  warrants  to  purchase  an aggregate of 300,000 shares of the
Company's  common  stock  equally  to  Daniel  T.  Bogar, William R. Fusselmann,
Osvaldo  Pi,  and  Ronald  M.  Stein,  employees of Stanford ( collectively, the
"Stanford  Employees").  The warrants to purchase an aggregate of 600,000 shares
that were issued to Stanford and the Stanford Employees had an exercise price of
$0.001  per share of common stock and were exercised as discussed below. Also in
March  2004,  the  Company  issued  warrants  to  purchase 675,000 shares of the
Company's  common  stock  to  Stanford  and warrants to purchase an aggregate of
675,000  shares  of  the  Company's  common stock to the Stanford Employees. The
warrants  to  purchase  an  aggregate  of  1,350,000  shares that were issued to
Stanford  and  the  Stanford  Employees had an exercise price of $2.96 per share
which  in  June 2004 were subsequently reduced to $0.001 per share. The warrants
discussed  in  this  paragraph, above, were issued as consideration for Stanford
providing  a  $6,000,000  line  of  credit to the Company. The exercise price on
1,350,000  warrants  was  reduced,  as  discussed  above,  in  connection  with
$4,000,000  of  additional  financing  provided  by  Stanford.  In May 2004, the
Company  issued  an  aggregate of 600,000 shares of common stock to Stanford and
the Stanford Employees upon their exercise of their warrants at $0.001 per share
of common stock (or an aggregate of $600). In June 2004, the Company also issued
warrants to purchase 500,000 shares of the Company's common stock to Stanford in
connection with the additional $4,000,000 of financing. The warrants to purchase
500,000  shares  that were issued to Stanford had an exercise price of $5.00 per
share,  but the exercise price was reduced to $0.001 as consideration for
additional financing with respect to warrants to purchase  100,000 of the shares
in November 2004. The exercise price was reduced in  connection  with $1,250,000
of additional financing provided by Stanford. In September  2004,  the  Company
issued an aggregate of 1,350,000 shares of common stock  to  Stanford  and  the
Stanford  Employees  upon their exercise of their warrants  at  $0.001 per share
of common stock (or an aggregate of $1,350). In December 2004, the Company
issued an aggregate of 100,000 shares of common stock to  Stanford and the
Stanford Employees upon their exercise of their warrants at $0.001  per share of
common stock (or an aggregate of $100). The Company claims an  exemption  from
registration  afforded by Section 4(2) of the Act since the foregoing  issuances
did not involve a public offering, the recipients took the warrants  and  shares
for  investment  and  not  resale  and  the  Company took appropriate  measures
to restrict transfer.  No underwriters  or agents were involved in the foregoing
issuances and no underwriting discounts were paid by the  Company;  However, the
Company's relationship with Stanford includes the requirement that the Company
utilize a certain investment banking firm (US Funding) and in this transaction
the Company paid $150,000 (2.5% is an agreed percentage) to that third party
agent for investment banking services.

     In  March  2004,  the Company issued warrants to Bill Chiles, a director of
the  Company,  to  purchase  168,672  shares of the Company's common stock at an
exercise  price  of  $2.96  per  share of common stock. Also, in March 2004, the
Company  issued  warrants  to  Malcolm Wright, a director of the Company and the
Company's  Chief  Executive  Officer  and  Chief  Financial Officer, to purchase
347,860  shares  of the Company's common stock at an exercise price of $2.96 per
share  of  common  stock.  The Company issued the warrants to Messrs. Chiles and
Wright  as consideration for their personal guarantees of the Company's debt and
pledges  of  their  shares  of  the  Company's  stock to Stanford as part of the
security  for  the financing that Stanford provided to the Company. In addition,
Mr. Wright has personally guaranteed the Company's indebtedness of $6,000,000 to
Stanford. The Company is under a continued obligation to issue warrants at $1.02
to  Messrs  Chiles and Wright for guarantees they may be required to give on the
company's  behalf  going  forward.  The  Company  claims  an  exemption  from
registration  afforded  by Section 4(2) of the Act since the foregoing issuances
did  not  involve  a  public  offering,  the  recipients  took  the warrants for
investment  and not resale and the Company took appropriate measures to restrict
transfer. No underwriters or agents were involved in the foregoing issuances and
no  underwriting  discounts  were  paid  by  the  Company.

                                       12
<PAGE>

     In April 2004, the Company approved the issuance of 24,101 shares of Series
E  Preferred  Stock,  par  value  $.001  per  share, to The Shadmore Trust U/A/D
12/26/89  as  part  of the Company's acquisition of the majority interest in the
preferred stock of AWT. The Series E Convertible Preferred Stock ranks senior to
the  Company's  common  stock  as  to dividends and liquidation preference. Each
share  of  Series  E Preferred Stock is convertible, at the option of the holder
thereof,  at  any time and from time to time, into a maximum of 6.666 fully paid
and  non-assessable shares of Common Stock. The Company also issued an unsecured
note  in the original amount of $1,698,340 to Shadmore in connection with the
acquisition of  debt  owed to them by AWT. The note bears interest at a rate of
four percent (4%)  per  annum  with weekly payments in the amount of $5,000
until the note is fully paid or April 1, 2011, whichever is first. The Company
claims an exemption from  registration  afforded  by  Section  4(2)  of  the
Act since the foregoing issuance  did  not  involve a public offering, the
recipient took the shares and the note for investment and not resale and the
Company took appropriate measures to  restrict  transfer. No underwriters or
agents were involved in the foregoing issuance  and  no  underwriting discounts
were  paid  by  the  Company.

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

     In  October  of  2004,  the  Company authorized the issuance of warrants to
purchase  250,000  shares  of the Company's common stock at an exercise price of
$1.02 per share to be issued to persons who serve on both the Company's board of
directors and the Company's advisory board to the board of directors at the rate
of 50,000 warrants per person. The Company claims an exemption from registration
afforded  by  Section  4(2)  of  the  Act since the foregoing issuances will not
involve  a public offering, the recipients have access to information that would
be included in a registration statement, will take the shares for investment and
not  resale and the Company will take appropriate measures to restrict transfer.
No  underwriters  or  agents  were  involved  in  the foregoing issuances and no
underwriting  discounts  will  be  paid  by  the  Company.


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

     On  December  22,  2004,  the  Company  issued  120,000  shares of Series A
Preferred  Stock,  par  value  $0.001  per  share, to Xpress Ltd. ("Xpress") for
$1,200,000.  The  Series  A  Convertible  Preferred  Stock  ranks  senior to the
Company's common stock as to dividends and liquidation preference. Each share of
Series A Preferred Stock is convertible, at the option of the holder thereof, at
any  time  and  from  time  to time, into ten (10) fully paid and non-assessable
shares  of  Common  Stock.  The  Company  claims  an exemption from registration
afforded by Section 4(2) of the Act since the foregoing issuance did not involve
a  public  offering, the recipient took the shares for investment and not resale
and  the Company took appropriate measures to restrict transfer. No underwriters
or agents were involved in the foregoing issuances and no underwriting discounts
were  paid  by  the  Company.

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

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


                                       13
<PAGE>

     On  December 31, 2004, the Company issued 120,000 shares of common stock to
Xpress  Ltd.,  of which Malcolm J. Wright, the Company's Chief Executive Officer
and  Chief  Financial  Officer, is the beneficial owner, 10,000 shares of common
stock  to  James  Leaderer,  a  director of the Company, 20,000 shares of common
stock  to  an entity and 10,000 shares of common stock to an employee of Hickory
(or  an  aggregate  of 160,000 shares of common stock) for various services that
they  provided to the Company. The Company claims an exemption from registration
afforded  by  Section  4(2)  of  the  Act  since the foregoing issuances did not
involve  a  public offering, the recipients had access to information that would
be  included in a registration statement, took the shares for investment and not
resale  and  the  Company  took  appropriate  measures  to restrict transfer. No
underwriters  or  agents  were  involved  in  the  foregoing  issuances  and  no
underwriting  discounts  were  paid  by  the  Company.

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



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

     The  information  in  the  following  discussion  contains  forward looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended.
Such  statements  are  based  upon  current  expectations that involve risks and
uncertainties.  Any  statements  contained  herein  that  are  not statements of
historical  fact  such  as statements that refer to expectations, projections or
other  characterization  of  future  events or circumstances may be deemed to be
forward  looking  statement.  For  instance,  those statements which include the
words  "believes," "intends," "estimates," "anticipates," "expects," "plans," or
similar  words  or  variations  thereof,  are  likely  to  be  forward-looking
statements,  and  as  such,  are  likely  to  concern  matters  involving  risk,
uncertainty,  unpredictability  and  other  factors  that  could  materially and
adversely  affect  the  outcome  or  results  indicated  by or inferred from the
statements  themselves.  Our actual results and the timing of certain events may
differ  significantly  from  the  results  discussed  in  the  forward-looking
statements.  Therefore,  the  reader  is  advised  that the following discussion
should  be  read  in  conjunction with the consolidated financial statements and
related  notes contained elsewhere in this report and considered in light of the
discussion  of  risks  and  other  factors  contained  in this report and in the
Company's other filings with the Securities and Exchange Commission, and that no
statements  contained  in  the  following discussion or in this report should be
construed  as  a guarantee or assurance of future performance or future results.
Factors  that  might  cause  such  a discrepancy include, but are not limited to
those  discussed  below  under  the heading "Risk Factors."  All forward looking
statements  in  this document are based on information available to us as of the
date  hereof  and  we  assume  no  obligation to update any such forward looking
statements.

OVERVIEW

     Our  results  of  operation  are currently dependent on our travel services
business  provided  by Hickory and TraveLeaders, and pre-sale contracts of units
in  the  Sonesta  Orlando  Resort  at  Tierra  Del  Sol.

KNOWN TRENDS, EVENTS AND UNCERTAINTIES

     The  Company  expects  to  experience  seasonal  fluctuations  in its gross
revenues  and net earnings.  This seasonality may cause significant fluctuations
in the Company's operating results.  In addition, other material fluctuations in
operating results may occur due to the timing of development of certain projects
and  the Company's use of the percentage-of-completion 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.  The  Company's management
expects  that  the Company will continue to invest in projects that will require
substantial  development  and  significant  amounts  of  capital  funding.

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

RESULTS OF OPERATIONS

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

     The Company had revenues of $6,419,320 for the fiscal year ended
December 31, 2004, as compared to $3,327,483 for the fiscal year ended
December 31, 2003, which represents a 93% increase in revenues.  The increase
in revenues was due to revenue from Hickory from a full year of 2004 as
compared to revenue from Hickory for a partial year of 2003.

     Loss from operations increased $2,590,247 to $4,209,749 for the
fiscal year ended December 31, 2004, as compared to loss from operations of
$1,619,502 for the fiscal year ended December 31, 2003.  Loss from operations
consisted of depreciation and amortization of $936,874, general and
administrative expenses of $8,192,195 and goodwill impairment loss of
$1,500,000 for the fiscal year ended December 31, 2004, as compared to
depreciation and amortization of $716,175, general and administrative expenses
of $4,227,810 and goodwill impairment loss of $0 for the fiscal year ended
December 31, 2003.  The increase in loss from operations was due to the
increase in depreciation and amortization and general and administrative
expenses.  The Company realized goodwill impairment loss during 2004 due to
the write-down of its investment in the common and preferred stock of AWT.
The Company paid approximately $17,500,000 for the investment which was
valued by an independent third party at approximately $16,000,000, and the
Company wrote off $1,500,000.


                                       14
<PAGE>


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

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

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


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

     The Company had a net loss of $6,634,301 for the fiscal year ended December
31,  2004,  as  compared  to  a net loss of $2,126,850 for the fiscal year ended
December  31,  2003,  which  represents  an  86%  increase  in  net  loss.

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

     Basic  and  diluted  net loss per share was $0.77 for the fiscal year ended
December  31, 2004, as compared to basic and diluted net loss per share of $0.31
for  the  fiscal  year  ended  December  31,  2003.

LIQUIDITY AND CAPITAL RESOURCES

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

     The Company had total current liabilities of $24,848,570 as of December 31,
2004,  which  consisted  of  maturities  on  long-term debt and notes payable of
$9,605,235,  accounts  payable  and  accrued  expenses  of  $5,618,973, customer
deposits of $2,752,535, other of $2,332,886, current maturities of notes payable
to related parties of $1,910,629, accrued expenses of officers of $1,355,000 and
shareholder  advances  of  $273,312.

     The  Company had negative net working capital of $18,848,205 as of December
31,  2004.  The  ratio  of total current assets to total current liabilities was
approximately  25%  as  of  December  31,  2004.

     During  the  fiscal  year  ended  December  31, 2004, the Company's working
capital  decreased.  This was due to administrative and financing costs incurred
as  carrying  costs  of  the  Company's  assets  and to maintain its operations.
Additionally,  the note on the TDSR property in the amount of $6,000,000 (due in
March 2005) is now a current liability. The Company and the lender have verbally
agreed to extend the repayment of the loan until such time as the Company closes
the  construction  loan  for  the  Sonesta  Orlando  Resort  which  the  Company
anticipates  will  occur  in  May 2005. In March 2005, the Company closed on the
sale  of  the  13.5  acres of commercial property in Polk County, Florida at the
corner  of  U.S. Hwy. 27 and Sand Mine Road. The Company sold the property for a
sales  price  of $4,020,000, plus the reimbursement of expenses in the amount of
$157,219.  After  paying  certain  closing costs, commissions, the first deed of
trust  on the property, the Company received $2,474,090 in cash from the sale of
the  property, which the Company used for working capital and to pay off current
maturities  of  notes  payable  to related parties of $1,910,629 and shareholder
advances  of  $273,312.

     The  Company  has a history of generating net losses. The Company's primary
sources  of  cash  have  been the acceptance of deposits on presales of its TDSR
project, increases in its credit facilities from Stanford, increases in accounts
payable and accrued expenses, and increases in shareholder loans to the Company.

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

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

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

     Since the year end we have sold our land in Davenport, Florida and used the
sale  proceeds  of  approximately  $4,000,000 to repay current debt. The company
expects to close on its construction loan for TDSR with a banking institution in
May  2005  and  repay  an  additional  $8,100,000  of  current  debt.


     The  Company has limited liquidity and limited access to additional capital
resources. The Company does not expect to derive the capital to totally fund its
ongoing  obligations  from  operating results until the end of 2006. The Company
owes  certain  shareholders and related parties approximately $2,000,000 of debt
that  has  already  matured.  These shareholders were repaid their debt in March
2005  from  the  sale  proceeds of the unimproved land in Davenport, Florida. In
addition,  the  Company  accrues  salary  to its chief executive officer and its
directors.  As of December 31, 2004, the aggregate amount of salaries payable to
Malcolm  J.  Wright,  the Company's Chief Executive Officer, was $1,000,000. The
Company  accrues  interest  at a rate of 12% compounded annually on the salaries
payable to Mr. Wright. As of December 31, 2004, the aggregate amount of interest
accrued  on  salaries  payable to Mr. Wright was $105,000. In May 2004, we began
accruing  $100,000 per year as salaries payable to L. William Chiles, a director
of  the  Company  and the President of Hickory, for his services. As of December
31,  2004,  the  aggregate amount of salaries payable to Mr. Chiles was $66,400.
The  Company  does  not  accrue  interest on the salaries payable to Mr. Chiles.

     We  need  additional  capital  for  Hickory, TraveLeaders,  AMLH,  AS  and
AMTG.  Even  though  the  Company has obtained various credit  facilities  from
Stanford (discussed below), the Company will still have to  obtain  new sources
of  capital  until  operations  provide  sufficient  cash flow to  finance  our
business activities.  Although obtaining additional capital is not  guaranteed,
the  Company's  management  believes  it  will  be  able  to obtain the capital
required  to  meet  the  Company's  current obligations and actively pursue the
Company's planned business activities.

                                       15
<PAGE>


     The  Company  needs  to  raise approximately $4,500,000 to satisfy its cash
requirements  for  the  next twelve (12) months. This money will be used for the
working  capital  needs  of  Hickory  during  the  first three quarters of 2005,
TraveLeaders, AMLH, AS and ATMG. Based on Hickory's operating history, we expect
them  to  have  sufficient  cash  flow  during  the  fourth  quarter of 2005. In
addition, the Company needs approximately $116 million in third-party capital to
begin the construction and development of Phase 1 of the Sonesta Orlando Resort.
The  Company  will  have closed commitments for this capital prior to commencing
construction.  The  capital  needed  is  in addition to capital that the Company
previously  received as discussed below. During the period from December 2003 to
December  2004,  the  Company  received  an  aggregate  of  $11.35  million  of
convertible  note  financing  from  Stanford,  $16,669,347  in deposits from the
presale  of units for the Sonesta Orlando Resort and $2,050 from the exercise of
warrants.  In  March  2005,  the  Company received net proceeds of approximately
$2,730,000  from  the sale of unimproved land in Davenport, Florida. The Company
intends  to raise additional capital in one or more private placements of equity
or convertible debt financing, or through a sale-leaseback of its equipment. The
Company is currently in final negotiations with a banking institution to provide
a  $96.6  million  conventional construction loan for the Sonesta Orlando Resort
which the Company expects to close in May 2005. The Company has also engaged the
same  banking institution to underwrite and place the sale of $26,000,000 of CDD
Bonds  ($19,200,000  to be used for horizontal construction), the first round of
which  the  Company  also expects to close in May 2005. If additional capital is
raised by issuing equity and/or convertible debt, the ownership interests of our
current  stockholders  may  be  diluted.  Future investors may be granted rights
superior  to  those of existing stockholders. At this time, the Company does not
have  any  commitments  for  additional  capital  from third parties or from its
officers,  directors  or  majority  shareholders. There can be no assurance that
additional  capital  will  be  available  to the Company from any of the sources
discussed  in  this paragraph, that any additional capital which may be received
will  be sufficient, or that other arrangements will be available when needed or
on  terms  satisfactory to the Company. If we do not receive a sufficient amount
of  additional  capital  on  acceptable terms, we will have to delay, curtail or
scale  back  some  or  all  of  our  operations.

RISK  FACTORS

Risks  Relating  To  Our  Business
----------------------------------

WE  NEED $4,500,000 MILLION OF ADDITIONAL CAPITAL, WHICH MAY NOT BE AVAILABLE TO
US ON FAVORABLE  TERMS,  IF  AT  ALL,  TO  FULLY  IMPLEMENT  OUR  BUSINESS  PLAN

     We  need  to raise an aggregate of $4,500,000 million of additional capital
for  Hickory,  TraveLeaders  and  AMLH,  AS  and  AMTG.  If we do not receive a
sufficient amount of additional capital on acceptable terms, or at all, we may
be unable to fully  implement  our  business  plan  which  includes,  but is not
limited  to,  making additional acquisitions for cash, and  satisfying  on-going
cash  requirements  for our operations and material commitments.  We do not have
any commitments or identified sources of additional capital  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 operations,  which would have a materially adverse
effect upon our business and results of operations.


WE  HAVE  RECEIVED  $11.355 MILLION  OF CONVERTIBLE DEBT FINANCING FROM STANFORD
WHICH  IMPOSES  SUBSTANTIAL  OBLIGATIONS  ON  US.

     The  Company  received an aggregate of $11.355 million of credit facilities
from  Stanford  in  three  tranches  during  the  period  from September 2003 to
December  2004.  The  first tranche of $6 million was received during the period
from  September  2003  to  March  2004  in the form of a convertible note with a
conversion  rate of $15 per share (the "$6 million Credit Facility"). The second
tranche  of  $4 million was received during the period April 2004 to August 2004
in  the  form of a convertible note for $3 million and a convertible note for $1
million,  both  of which notes have a conversion price of $10 per share (the "$4
Million  Credit  Facility").  The  third  tranche of $1.355 million was received
during the period October 2004 to December 2004 as an addition to the $4 Million
Credit  Facility  (the  "$1.355 Million Credit Facility"). The convertible notes
and  the  documents  related  thereto are collectively referred to herein as the
"Credit  Facilities."  The  Credit  Facilities impose certain obligations on the
Company  including,  but not limited to, the issuance of warrants, some of which
were  modified to provide for an exercise price of $.001 per share to secure the
additional  $1.355  million,  the  registration  under the Securities Act of the
shares  of  common  stock  that may be received upon conversion of the notes and
exercise  of  the  warrants,  and  the  issuance  of  a security interest in the
Company's  assets  including  the  Company's  ownership  interest  in  certain
subsidiaries  and  the  requirement  to  file  a Registration Statement with the
Commission  to register the stock that is issuable upon conversion of the Credit
Facilities into common stock as well as the stock to be issued upon the exercise
of the warrants granted to Stanford and its associates by dates agreed to in the
original  loan  documents,  as amended. If the Company fails to timely file such
Registration  Statement  with  the  Commission,  the  Company must issue to each
holder of the original warrants, additional warrants to purchase equal to 10% of
the  warrants  originally  issuable  to  the  holder,  under  the same terms and
conditions  of  the original grant of the warrants, for each calendar quarter of
the  failure to file. In addition, the Company shall be required to issue to the
holders  an  additional  10%  of  the shares of common stock to which the Credit
Facility  is convertible for each calendar quarter of the failure to file. As of
the  filing  of  this report, the Company has not filed a registration statement
required  by  the  Credit Facilities. The Company and Stanford have modified the
terms  of  the  Credit  Facilities  to  provide  that  the Company must file the
registration  statement  before  June 30, 2005. The Company can also be found in
default of the Credit Facilities if, after registering a class of stock issuable
to  Stanford  et  al,  it  fails to timely file "all reports and other documents
required  to  be  filed  with  the  Commission".

OUR  CHIEF  EXECUTIVE OFFICER, PRESIDENT AND CHIEF FINANCIAL OFFICER IS INVOLVED
IN  A  NUMBER  OF  OTHER  BUSINESSES  ENGAGED  IN TRAVEL LEISURE AND/OR PROPERTY
DEVELOPMENT  THAT  MAY  CONFLICT  WITH  OUR  BUSINESS

     Malcolm  J.  Wright,  who  serves as the Company's Chief Executive Officer,
President  and  Chief Financial Officer and as a Director of the Company, is the
President  of,  or  otherwise  involved  in, a number of other business that are
engaged  in  travel  services  distribution and/or property development that may
conflict with our business. Mr. Wright is the President of American Leisure Real
Estate  Group,  Inc.,  a  real  estate  development company with which TDSR, our
subsidiary,  has  contracted  for the development of the Sonesta Orlando Resort,
Xpress  Ltd.,  with  which TDSR has contracted for exclusive sales and marketing
for  the  Sonesta  Orlando  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 will engage 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. From time to time, Mr. Wright pursues
real estate development, management, marketing and sales ventures that may be in
direct  competition  with  such  ventures  that  the Company pursues or plans to
pursue.  If  Mr. Wright becomes aware of such a venture and the Company does not
have  adequate capital resources to pursue the venture, Mr. Wright may fund, and
otherwise  pursue,  the  venture  at  the  exclusion  of  the  Company.

BECAUSE  MALCOLM  J.  WRIGHT, OUR CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF
FINANCIAL  OFFICER,  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

     Mr.  Wright  is  the President of American Leisure Real Estate Group, Inc.,
Xpress  Ltd., Innovative Concepts, Inc., Resorts Development Group, LLC, Osceola
Business  Managers,  Inc.,  Florida  World, Inc. and SunGate Resort Villas, Inc.
The  combined  business activities of these companies require approximate 20% of
Mr.  Wright's  time.  Mr.  Wright spends 80% of his time on our business.  It is
possible  that  the  demands  on  Mr.  Wright  from these other businesses could
increase  with  the  result that he may have to devote less time as an executive
officer  and a director of our company.  As a result, Mr. Wright may not possess
sufficient  time to serve as an executive officer and a director of our company.
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.

                                       16
<PAGE>

WE  HAVE AGREED TO PROVIDE THE EXECUTIVE OFFICERS OF OUR SUBSIDIARIES A BONUS OF
UP  TO 19% OF THE PRE-TAX PROFITS OF THE SUBSIDIARY IN WHICH THEY SERVE AS OUR
EXECUTIVE  OFFICERS,  WHICH  WILL  REDUCE  OUR  PROFITS

     The  Company has generally agreed to provide the executive officers of each
of  its subsidiaries a bonus of up to 19% of the pre-tax profits, if any, of the
subsidiaries  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 pre-tax profits of
Leisureshare  International  Ltd,  Leisureshare International Espanola SA, TDSR,
American Leisure Homes, Inc., Advantage Professional Management Group, Inc., and
American  Leisure  Hospitality  Group,  Inc.  and any new company formed for the
development  and  sale  of  vacation homes, hospitality management, and vacation
ownership.  L.  William  Chiles  is  entitled  to  receive 19% of the profits of
Hickory  up  to  a  maximum payment of $2,700,000. Although Mr. Chiles' bonus is
limited,  it  is not subject to the buy-out by the Company as discussed below as
it  will  cease  as  soon  as  the  $2,700,000  amount has been paid to him. The
executive  officers  of the Company's other subsidiaries are entitled to share a
bonus  of up to 19% of the pre-tax profits of the subsidiary in which they serve
as our executive officers. The Company has the right, but not that obligation 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 19% 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. We have not
paid  or accrued any bonus as of the filing of this report. 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.  The  Company  believes  that this program is an effective tool in
attracting  and  retaining qualified executives who will be motivated to enhance
earnings  for  the Company. Further, the Company believes that this program is a
viable  form  of  profit  sharing  that  promote  long  term commitment from its
executives.

OUR  CONTRACTS WITH SUPPLIERS OF TRAVEL SERVICES GENERALLY RENEW ANNUALLY AND IN
SOME  CASES  MAY BE CANCELED AT WILL BY THE SUPPLIER; THEREFORE, ADVERSE CHANGES
OR  INTERRUPTIONS  IN  OUR  RELATIONSHIPS  WITH  THEM  COULD  REDUCE OUR REVENUE

     We  derive  a  portion  of our travel division revenue from commissions and
fees that we receive pursuant to contracts that we have with suppliers of travel
services  to  provide their services to our customers. These contracts generally
renew  annually  and  in some cases may be cancelled at will by the supplier. As
such, our ability to maintain or expand these contracts depends in large part on
our  ability  to  maintain  and  expand  good relationships with these and other
suppliers  of  travel  services  including  airline, hotel, cruise, tour and car
rental  suppliers. If we cannot maintain good relationships, 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  good relationships, our ability to offer and expand 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  cancel  or do not renew the contracts, we would not have the range or
volume  of  services it will require to meet demand and its future revenue would
decline.

OUR  SUPPLIERS OF TRAVEL SERVICES COULD REDUCE OR ELIMINATE OUR COMMISSION RATES
ON  BOOKINGS  MADE  THROUGH  US  OVER THE INTERNET WHICH WOULD LIKELY REDUCE OUR
REVENUES

                                       17
<PAGE>

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

FAILURE TO MAINTAIN RELATIONSHIPS WITH TRADITIONAL TRAVEL AGENTS COULD ADVERSELY
AFFECT OUR BUSINESS AND RESULTS OF OPERATION

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

DECLINES OR DISRUPTIONS IN THE TRAVEL INDUSTRY COULD SIGNIFICANTLY REDUCE OUR
REVENUES

     Potential declines or disruptions in the travel industry include:

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

THE  COMPANY  MAY  NOT  IDENTIFY  OR  COMPLETE  ACQUISITIONS  IN  A  TIMELY,
COST-EFFECTIVE  MANNER  IF  AT  ALL.

     In the event of any future acquisitions, the Company could issue additional
stock  that  would further dilute current shareholders' percentage of ownership;
incur  debt;  assume  unknown  or contingent liabilities; or experience negative
effects  on  reported  operating  results  from  acquisition-related charges and
amortization  of  acquired  technology,  goodwill  and other intangibles. In the
event that any of these events occur, it could have a material adverse effect on
shareholder value, or the Company's results of operation or financial condition.

IF  WE  DO  NOT  EFFECTIVELY  MANAGE OUR GROWTH, THE QUALITY OF OUR SERVICES MAY
SUFFER

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

EXCESSIVE  CLAIMS  FOR  DEVELOPMENT-RELATED  DEFECTS  COULD ADVERSELY AFFECT OUR
FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATION

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

                                       18
<PAGE>

THE  COMPANY  IS  RELIANT ON KEY MANAGEMENT AND IF THE COMPANY LOSSES ANY OF ITS
KEY  MANAGEMENT,  IT  COULD  HAVE  A  MATERIAL  ADVERSE  AFFECT ON THE COMPANY'S
BUSINESS  AND  OPERATIONS

     The  success of the Company depends upon the personal efforts and abilities
of  Malcolm  J.  Wright  and  L. William Chiles. Mr. Wright is a Director of the
Company and the Company's Chief Executive Officer, President and Chief Financial
Officer.  Mr.  Chiles is a Director of the Company and President of Hickory. The
Company's  ability  to  operate  and  implement  its  business  plan  is heavily
dependent on the continued service of Messrs. Wright and Chiles. The Company has
not entered into an written employment agreement with Mr. Wright. Competition in
our  industry for executive-level personnel such as Messrs. Wright and Chiles is
fierce and there can be no assurance that we will be able to motivate and retain
them,  or  that  we  can  do  so on economically feasible terms. The loss of Mr.
Wright  or  Mr.  Chiles  could  have  a material adverse effect on the Company's
business  and  operations.  The  Company  is  not  the  beneficiary  of any life
insurance  policies  on  any  of  its  executive  officers  or  directors.

     Keith  St.  Clair  is  the  Chief Executive Officer of AWT and a key person
regarding  the  business  operations  of  TraveLeaders.  The  Company obtained a
$3,000,000  life  insurance policy covering Keith St. Clair in connection with a
$3,000,000  Credit  Facility  that  we  received from Stanford.  Stanford is the
named  beneficiary  of this insurance policy.  $6,600,000 of our working capital
was  dedicated to supporting AWT while we conducted due diligence leading to our
acquisition  of  its  assets  on  December  31,  2004.

WE  HAVE  A  VERY  LIMITED HISTORY OF OPERATIONS AND CONTINUING OPERATING LOSSES

     Since  our  inception,  we  have  been  engaged  primarily  in planning the
development  of  the  Sonesta  Orlando  Resort,  building travel club membership
databases,  the  acquisition of Hickory in 2003, the acquisition of TraveLeaders
on  December 31, 2004, and the assembly of our management team. We have incurred
net  operating  losses  since  our inception. As of December 31, 2004, we had an
accumulated  deficit  of  $9,882,989.  Such  losses have resulted primarily from
general  and administrative costs associated with our operations since June 2002
and  approximately  $3,700,000  from  losses  incurred  in  connection  with the
acquisition  of  Traveleaders.

UNCERTAINTY OF FUTURE PROFITABILITY

     We  have  incurred  losses  since  our inception and  continue  to  require
additional  capital  to  fund  operations.  Our  fixed  commitments,  including
salaries and fees for current employees and consultants, equipment  rental,  and
other  contractual commitments, are substantial and will increase  if additional
agreements  are  entered into and additional personnel are retained.  We  intend
to  generate  the  necessary  capital to operate for the next twelve  months  by
achieving  break-even  cash  flow  from operations and subsequent profitability,
selling  equity  and/or  debt  securities  and/or entering into a sale-leaseback
of  our  equipment.  There  can  be no assurances that we will be successful  in
its  efforts.  If  we  are  unsuccessful  in  our  efforts to achieve break-even
cash  flow  and  subsequent  profitability  and  raise capital through sales  of
securities  and/or  entering  into  a sale-leaseback transaction, we will not be
able  to  continue  our operations for the next twelve months, in which case you
will  lose  your  entire  investment  in  the  Company.

ECONOMIC  DOWNTURN

     Our  ability  to enter into new multi-year contracts may be dependent  upon
the  general  economic  environment  in  which  our  clients and their customers
operate.  A  weak  United  States  or  global marketplace could cause us to have
longer  sales  cycles,  delays  in  closing  contracts  for  new  business,  and
slower  growth  under existing contracts. If an economic downturn frustrates our
ability to enter into new multi year contracts, it would have a material adverse
effect  on  our  business  and  results  of  operations.

OUR CONTRACTS

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

                                       19
<PAGE>

COST AND PRICE INCREASES

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

CHANGING TECHNOLOGY

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

LABOR  FORCES

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

COMPETITIVE MARKET

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

                                       20
<PAGE>

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

     As  part  of  our  business  strategy,  we  may consider acquisition of, or
investments in, businesses that offer services and technologies complementary to
ours.  Such acquisitions could materially adversely affect our operating results
and/or  the  price of our Common Stock. Acquisitions also entail numerous risks,
including: (i) difficulty in assimilating the operations, products and personnel
of  the  acquired  business;  (ii) potential disruption of our ongoing business;
(iii)  unanticipated  costs  associated  with the acquisition; (iv) inability of
management  to  manage  the  financial  and  strategic  position  of acquired or
developed services and technologies; (v) the diversion of management's attention
from  our core business; (vi) inability to maintain uniform standards, controls,
policies  and  procedures;  (vii) impairment of relationships with employees and
customers, which  may occur as a result of integration of the acquired business;
(viii)  potential loss of key employees of acquired organizations; (ix) problems
integrating  the  acquired  business,  including  its  information  systems  and
personnel; (x) unanticipated costs that may harm operating results; (xi) adverse
effects  on  existing  business  relationships  with  customers; and (xii) risks
associated  with  entering  an  industry  in which we have no (or limited) prior
experience.  Any  of  these  risks  could harm the Company's business, operating
results  or  financial  condition.

BUSINESS  INTERRUPTION

     Our  operations  are dependent 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,  through  casualty,  operating
malfunction  or  otherwise,  our business could be materially adversely affected
and  we  may  be  required  to  pay contractual damages to some clients or allow
some  clients  to  terminate  or  renegotiate  their  contracts  with  us.  We
maintain  property  and business interruption insurance; however, such insurance
may  not adequately compensate us for any losses we may incur. In the event that
we  experience  such  interruptions  and  are  not  adequately  compensated  by
insurance,  it  would have a material adverse effect on our business, results of
operation  or  financial  condition.

VARYING QUARTERLY RESULTS

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

Risks  Relating  To  Our  Common  Stock
---------------------------------------

RE-PRICING  WARRANTS MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS

     In  the past, to obtain additional financing, we have modified the terms of
our  warrant  agreements  to  lower  the exercise price per share from $5.00 and
$2.96  to  $.001.  We  are  currently in need of additional financing and may be
required  to  lower  the exercise price of other warrants. The modified warrants
are  valued  at  the  market  price  at the date of modification and recorded as
deferred  financing  costs,  which  is  included  in  other assets. The deferred
financing  costs will be amortized over the life of the debt using the effective
interest  method.  Re-pricing  of  our  warrant agreements may cause substantial
dilution  to  our  existing  shareholders.

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

                                       21
<PAGE>

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

ACTIVE  TRADING  MARKETS  FOR  OUR  COMMON  STOCK  MAY  NOT  DEVELOP

     An active and liquid trading market for our common stock may not develop or
be  sustained.  In  addition,  we  cannot  predict the price at which our common
stock  will  trade.

OUR  COMMON  STOCK  IS  SUBJECT TO THE "PENNY STOCK" RULES OF THE SECURITIES AND
EXCHANGE  COMMISSION  WHICH LIMITS THE TRADING MARKET IN OUR COMMON STOCK, MAKES
TRANSACTIONS  IN  OUR  COMMON  STOCK  CUMBERSOME, AND MAY REDUCE THE VALUE OF AN
INVESTMENT  IN  OUR  COMMON  STOCK

     Our  common  stock  is considered a "penny stock" as defined in Rule 3a51-1
promulgated  by  the Securities and Exchange Commission (the "Commission" or the
"SEC")  under  the  Exchange Act.  In general, a security which is not quoted on
NASDAQ or has a market price of less than $5 per share where the issuer does not
have  in  excess  of $2,000,000 in net tangible assets (none of which conditions
the  Company  meets)  is  considered a penny stock.  The Commission's Rule 15g-9
regarding  penny  stocks  impose  additional  sales  practice  requirements  on
broker-dealers  who  sell  such  securities  to  persons  other than established
customers  and  accredited investors (generally persons with net worth in excess
of  $1,000,000  or  an annual income exceeding $200,000 or $300,000 jointly with
their  spouse).  For  transactions  covered by the rules, the broker-dealer must
make  a  special  suitability  determination  for  the purchaser and receive the
purchaser's  written  agreement to the transaction prior to the sale.  Thus, the
rules  affect the ability of broker-dealers to sell our common stock should they
wish  to  do so because of the adverse effect that the rules have upon liquidity
of  penny  stocks.  Unless  the transaction is exempt under the rules, under the
Securities  Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,
broker-dealers  effecting  customer transactions in penny stocks are required to
provide  their customers with (i) a risk disclosure document; (ii) disclosure of
current  bid  and ask quotations if any; (iii) disclosure of the compensation of
the  broker-dealer  and its sales personnel in the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  As  a result of the penny stock rules the market liquidity
for  our  common  stock  may  be  adversely  affected by limiting the ability of
broker-dealers  to sell our common stock and the ability of purchasers to resell
our  common  stock.

     In  addition,  various  state  securities  laws  impose  restrictions  on
transferring  "penny  stocks" and as a result, investors in our common stock may
have  their  ability  to  sell  their  shares  of  the  common  stock  impaired.

THE  COMPANY  HAS  AND  MAY  ISSUE PREFERRED STOCK THAT MAY ADVERSELY AFFECT THE
RIGHTS  OF  HOLDERS  OF  ITS  COMMON  STOCK.

     The Company's Articles of Incorporation authorize its Board of Directors to
issue  "blank  check" preferred stock, the relative rights, powers, preferences,
limitations, and restrictions of which may be fixed or altered from time to time
by  the  Board  of  Directors  or  the  majority  of the preferred stockholders.
Accordingly,  the Board of Directors may, without approval from the shareholders
of  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 common stock. The preferred stock could be utilized,
under  certain  circumstances,  as  a  method  of  discouraging,  delaying,  or
preventing a change in ownership and management of the Company that shareholders
might  not consider to be in their best interests. We have issued various series
of  preferred  stock  which  have  rights and preferences over our common stock.

                                       22
<PAGE>

WE  DO  NOT  EXPECT  TO  PAY  DIVIDENDS  FOR  THE  FORESEEABLE  FUTURE

     We  have not declared or paid dividends on our common stock in the last two
fiscal  years.  We  do  not  anticipate  paying  dividend  on  our common in the
foreseeable  future. Our ability to pay dividends is dependent upon, among other
things,  our  future  earnings,  if  any, as well as our operating and financial
condition, capital requirements, general business conditions and other pertinent
factors.  Furthermore,  any  payment  of  dividends  by  us  is  subject  to the
discretion  of  our  board  of directors. Accordingly, dividends may not ever be
paid  on our common stock.  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
(as  the  same  may  be  amended  from  time to time) 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,  but  have  not  issued,  Series  F  Preferred  Stock with
cumulative dividends that accrue at a rate of $1.00 per share per annum, payable
in  preference  and  priority  to any payment of any cash dividend on our common
stock.  Dividends  on  our  preferred  stock  accrue from the date on which such
shares  of preferred stock are issued and outstanding and thereafter from day to
day  whether  or not earned or declared and whether or not there exists profits,
surplus  or  other funds legally available for the payment of dividends. We have
never  paid  any  cash  dividends  on  our  preferred  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  THE  MANAGEMENT  OF  AMLH.

     Our  directors,  officers,  and  principal  shareholders beneficially own a
substantial  portion  of  our outstanding common and preferred stock. Malcolm J.
Wright, our President,  Chief Executive Officer and Chief Financial Officer, and
Roger  Maddock,  one  of  our majority shareholders, have a mutual understanding
pursuant  to  which each of them vote their shares with the other.  As a result,
these  persons control the affairs and management of the Company, as well as all
matters  requiring  shareholder  approval,  including  election  and  removal of
members  of  the  board  of  directors, transactions with directors, officers or
affiliated  entities, the sale or merger of the Company, and changes in dividend
policy.  This  concentration  of  ownership and control could have the effect of
delaying,  deferring,  or preventing a change in ownership and management of the
Company, even when a change would be in the best interest of other shareholders.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based  upon  our  audited  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.  On  an  on-going  basis,  we  evaluate  our estimates. 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.  Actual  results may differ from these estimates under different
assumptions  or  conditions.  For  a  detailed  discussion  of  our  significant
accounting  policies,  see Note 1, Summary of Significant Accounting Policies to
the  Notes  to  Consolidated  Financial  Statements.

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

     Going  Concern  Considerations. The Company has incurred substantial losses
since  inception,  and  has negative working capital. These factors among others
indicate  that  the  Company  may  be  unable  to  continue  as a going concern,
particularly  in  the  event that it cannot obtain additional debt and/or equity
financing  to  continue  its  operations  or  achieve  profitable operations, as
discussed  above  under the headings "Liquidity and Capital Resources" and "Risk
Factors." The Company's continuation as a going concern depends upon its ability
to  generate  sufficient  cash flow to conduct its operations and its ability to
obtain  additional  sources of capital and financing. The accompanying financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.  Management  recognizes  that  we  must  generate capital and
revenue resources to enable us to achieve profitable operations. We are planning
on  obtaining  additional  capital  by  achieving  break-even  cash  flow  from
operations,  selling  equity  and/or  debt  securities,  and/or a sale-leaseback
transaction  on  our  equipment.  The  realization of assets and satisfaction of
liabilities  in  the  normal  course  of business is dependent upon us obtaining
additional  revenues, additional equity or debt capital and ultimately achieving
profitable  operations.  However,  no  assurances  can  be  made that we will be
successful  in  these  activities.  Should  any  of  these events not occur, our
financial  statements  will  be  materially  affected.

     The  Company  recognizes  revenues on the accrual method of accounting. For
the  sales  of  units in the Sonesta Orlando Resort, revenues will be recognized
upon  the  close  of escrow for the sales of its real estate. Operating revenues
earned  will  be recognized upon the completion of the earning process. Revenues
from the Company's call center are recognized upon the completion of the earning
process  from  the  completion  of  the  travel of the customer, the trip to the
properties  for  the  potential  purchase, or the appropriate event based on the
agreement  with  the  Company's  client  as  to  the  ability to be paid for the
service.  Revenues  from Hickory are recognized as earned, which is primarily at
the  time  of  delivery  of  the  related  service,  publication  or promotional
material.  Costs  associated  with  the current period are expensed as incurred;
those  costs  associated  with future periods are deferred. One of the Company's
principal sources of revenue is associated with access to the travel portal that
provides  a  database  of  discounted  travel services. Annual renewals occur at
various times during the year. Costs related to site changes are incurred in the
months  prior  to annual billing renewals. Customers are charged additional fees
for  hard  copies  of  the site access information. Occasionally these items are
printed and shipped at a later date, at which time both revenue and expenses are
recognized.



OFF BALANCE SHEET ARRANGEMENTS

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

                                       23
<PAGE>

ITEM 7.     FINANCIAL STATEMENTS

     The  Financial Statements required by Item 310 of Regulation S-B are stated
in  U.S.  dollars  and  are  prepared in accordance with U.S. Generally Accepted
Accounting  Principles.

                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003





                                       24
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
March 30, 2005

                                         F-1
<PAGE>

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

                                    CONSOLIDATED BALANCE SHEET
                                      AS OF DECEMBER 31, 2004

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

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

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

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

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

              LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

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

     Additional paid-in capital                                          15,636,322     6,166,488

     Accumulated deficit                                                 (9,372,641)   (2,738,340)
                                                                        ------------  ------------
             Total Stockholders' Equity                                   6,284,002     3,444,462
                                                                        ------------  ------------

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

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

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


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

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

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

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

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

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

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

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

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

NET LOSS PER SHARE:
      BASIC AND DILUTED                      $     (0.77)  $     (0.31)
                                             ============  ============

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

                                       F-3
<PAGE>

<TABLE>
<CAPTION>

                                                AMERICAN LEISURE HOLDINGS, INC.

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


                                                Preferred Stock          Capital Stock        Additional    Retained      Total
                                                ---------------          -------------         Paid-in     Earnings/   Stockholders
                                              Shares       Amount       Shares     Amount      Capital     (Deficit)      Equity
                                           -----------  ------------  ---------  ----------  -----------  ------------  -----------
<S>                                            <C>          <C>           <C>        <C>         <C>            <C>         <C>
 Balance-December 31, 2002                     882,500  $      8,825  6,524,983  $    6,525  $ 5,738,852  $  (611,490)  $5,142,712


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

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

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

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

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

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

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

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

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

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

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

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

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

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

Net loss                                                                                                   (6,634,301)  (6,634,301)
                                           -----------  ------------  ---------  ----------  -----------  ------------  -----------
                                             1,056,051  $     10,323  9,977,974  $    9,978  $15,636,322  $(9,372,641)  $6,284,002
                                           ===========  ============  =========  ==========  ===========  ============  ===========
</TABLE>

                                       F-4

<PAGE>

<TABLE>
<CAPTION>

                               AMERICAN LEISURE HOLDINGS, INC.

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


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

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

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

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

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

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

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

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

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

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

NON-CASH TRANSACTIONS:
     Issuance of Series B preferred stock for assets              $   4,209,749  $ 2,850,000
                                                                  =============  ============
     Issuance of Series E preferred stock for investment
       in debt and equity securities                              $   2,410,100  $         -
                                                                  =============  ============
     Stock issued in connection with acquisition                  $          -   $   297,500
                                                                  =============  ============
     Exchange of 1913 Mercedes-Benz for debt to an
       affiliated entity                                          $    500,000   $         -
                                                                  =============  ============
     Issuance of warrants to acquire common stock for
       debt issuance costs                                        $  2,597,998   $         -
                                                                  =============  ============
     Issuance of Series A preferred stock for debt to an
       affiliated entity                                          $  1,200,000   $         -
                                                                  =============  ============
</TABLE>
                                       F-5
<PAGE>
                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - THE COMPANY

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

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

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

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

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

PRINCIPLES OF CONSOLIDATION

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

                                      F-6
<PAGE>

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

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

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

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

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


                                      F-7
<PAGE>

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

USE OF ESTIMATES

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

CONCENTRATION OF RISK

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

                                      F-8
<PAGE>

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

LONG-LIVED ASSETS

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

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

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

INTANGIBLES WITH FINITE LIVES

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

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

     Trademarks               20 Years
     Customer List             5 Years

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

INCOME TAXES

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

                                      F-9
<PAGE>

GOODWILL

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

CASH

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

SHARES FOR SERVICES AND OTHER ASSETS

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

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

<TABLE>
<CAPTION>

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

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

                                      F-10
<PAGE>

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

REVENUE RECOGNITION

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

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

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

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

LOSS PER SHARE

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

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

                                      F-11
<PAGE>

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

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

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

RECLASSIFICATIONS

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

NOTE   3 - FINANCIAL CONDITION AND GOING CONCERN

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

                                      F-12
<PAGE>

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

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

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

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

NOTE  4  -  ACQUISITIONS

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

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

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

                                      F-13
<PAGE>

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

<TABLE>
<CAPTION>

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


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

Series F Preferred Stock issued          193,648
                                     -----------
  Consideration                      $17,500,000

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

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

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

NOTE 5 - PROPERTY AND EQUIPMENT, NET

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

<TABLE>
<CAPTION>

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

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

NOTE 6 - LAND HELD FOR FUTURE DEVELOPMENT

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

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

                                      F-14
<PAGE>

NOTE 7 - OTHER ASSETS

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

<TABLE>
<CAPTION>

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

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

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

NOTE 9 - 1913 MERCEDES BENZ

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

NOTE 10 - LONG-TERM DEBT AND NOTE PAYABLE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Principal repayments for the next years are as follows:

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

                                      F-15
<PAGE>

NOTE 11 - NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

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


Principal repayments for next years are as follows:

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

NOTE 12 - SHAREHOLDER ADVANCES

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

NOTE 13 - STOCKHOLDERS EQUITY AND MANDATORILY REDEEMABLE PREFERRED STOCK

Common Stock and Mandatory Redeemable Preferred Stock

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

                                      F-16
<PAGE>

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

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

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

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

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

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

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

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

Preferred Stock

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

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

</TABLE>

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

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

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

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

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

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

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

                                      F-17
<PAGE>

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

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

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

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

Warrants

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

NOTE 14 - INCOME TAXES

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

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

<TABLE>
<CAPTION>

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

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

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

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

                                      F-18
<PAGE>

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

<TABLE>
<CAPTION>

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

</TABLE>

                                      F-19
<PAGE>

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

Employment Agreements

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

LITIGATION

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

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

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

                                      F-20
<PAGE>

NOTE 16 - EMPLOYEE BENEFITS

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

NOTE 17 - SELF-INSURED HEALTH INSURANCE

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

NOTE 18 - OPERATING SEGMENTS

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

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

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

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

For  the  year  ending  December  31,  2004:

<TABLE>
<CAPTION>

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

For  the  year  ending  December  31,  2003:

<TABLE>
<CAPTION>

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

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

                                      F-21
<PAGE>

Note 19 - RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

NOTE 20 - SUBSEQUENT EVENTS

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

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

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

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

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

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

     The  Company,  through  one  of its' majority owned subsidiaries, formed an
Operating corporation to be known as Caribbean Media Group, Ltd, pursuant to the
Companies  Act  of Barbados. The Company's subsidiary will own 49% of this joint
venture  company.

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

                                      F-22
<PAGE>

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

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

     Lopez  is  succeeding  Bateman  who succeeded Malone.  Bateman reviewed the
Company's  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 the
Company 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 to make reference to the subject matter of
the  disagreement(s)  in  connection  with its report on the Company's financial
statements.  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.

     Malone audited the balance sheet of the Company 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 the Company's 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, 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  the  Company's  ability  to  continue  as  a  going  concern.

     In  connection with the audit of the Company's 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 the Company's 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.

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

                                       25
<PAGE>

     The  Company 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  the  Company's 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  the  Company  and  Bateman  or  Malone, the Company's
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. The Company did not receive any written or oral
advice  concluding there was an important factor to be considered by the Company
in  reaching  a  decision  as to an accounting, auditing, or financial reporting
issue.

     Lopez  reviewed the disclosure in the Form 8-K filed with the Commission on
March  28,  2005,  before  it  was filed with the Commission and was provided an
opportunity  to  furnish  the  Company with a letter addressed to the Commission
containing any new information, clarification of the Company's expression of its
views, or the respects in which it did not agree with the statements made by the
Company  in  response  to  Item  304  of Regulation S-B. 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.

     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.

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

     The  Company  filed  a  Form  8-K with the Commission on February 15, 2005,
which  disclosed  that  the Company's Board of Directors nominated David Levine,
Thomas  Cornish  and  Carlos  Fernandez  as  Directors  of  the  Company to fill
vacancies on the Board of Directors created by the resignation of Gillian Wright
and an increase in the number of members on the Board of Directors from four (4)
to  nine  (9).  This  disclosure under Item 8B is being provided to clarify that
Messrs.  Levine, Cornish and Fernandez have not yet commenced their appointments
to  the  Board  of  Directors  and  are considered nominees.  The Company has no
reason  to  believe that any nominee will be unable to serve or decline to serve
as  a  director.  L.  William Chiles continues to serve as Chairman of the Board
until  Mr. Levine is inducted into such position, which induction is anticipated
by  the Company.  As and when the Company and the director nominees complete the
process  of  compliance  with  Sarbanes-Oxley,  the  nominees are expected to be
inducted as directors of the Company.

                                    PART III

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

OFFICERS  AND  DIRECTORS

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

                                       26
<PAGE>

NAME                  AGE       TITLE

Malcolm J. Wright     54        Chief Executive Officer, President, Secretary,
                                Chief Financial Officer and Director

L. William Chiles     62        Director

James Leaderer        51        Director

BIOGRAPHICAL INFORMATION

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

     MALCOLM  J. WRIGHT, the driving force behind our business model, has served
as our President, Secretary, Chief Executive Officer and Chief Financial Officer
and  as  a  member  of  our Board of Directors since June 2002, and as our Chief
Executive  Officer  since  May  2004.  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 TDSR, our subsidiary, has contracted
for  the development of the Sonesta Orlando Resort, Xpress Ltd., with which TDSR
has  contracted  for  sales  and  marketing  for  the  Sonesta  Orlando  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  will engage 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.  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.

     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. Mr. Chiles has served as the Chairman of our board of directors since
June  2002.  Since  August  1998,  Mr.  Chiles has served as the Chief Executive
Officer  and  President  of  Hickory Travel Services, 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.

Nominees
--------

     The Company's Board of Directors, via signed written consent, has nominated
David  Levine,  Thomas Cornish and Carlos Fernandez to serve as directors of the
Company. The Company will provide biographical and related party information for
the nominees in a Form 8-K at such time as they accept their directorship.

                                       27
<PAGE>

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

     The  Company  is  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 a directors, executive
officers,  or  control  persons.

TERM  OF  OFFICE

     The Directors of the Company are appointed for an initial term of three (3)
years  followed  by  periods  of  one (1) or two (2) years to permit a staggered
expiration  schedule. The officers of the Corporation are appointed by our board
of  directors  and  hold  office  until  they  are  removed  by  the  board.

AUDIT COMMITTEE

     The  Company  does  not  have  an  audit  committee  or  an audit committee
financial  expert.  The  Company expects the acceptance of several directorships
in  the  near  future.  The  Company  anticipates  that  it  will  form an audit
committee when the new directors join the Board, and anticipates that one of the
new  directors  will  serve  as an independent audit committee financial expert.

COMPENSATION  COMMITTEE

     The  Company  does  not have a compensation committee.  The Company expects
the  acceptance  of  several  directorships  in  the  near  future.  The Company
anticipates  that  it  will form a compensation committee when the new directors
join  the  Board.

DIRECTORS' COMPENSATION

     The  Company pays or accrues $18,000 per year for each person who serves on
the  board  of  directors.  During the last two fiscal years the Company paid an
aggregate  of  $66,000  to  directors  and  accrued  an  aggregate  of $114,000.

     The  Company authorized the issuance of warrants to purchase 250,000 shares
of  the  Company's  common  stock  at  an  exercise  price  of  $1.02  per share
distributed  in  50,000  warrant blocks to Malcolm J. Wright, L. William Chiles,
David Levine, Thomas Cornish, and Carlos Fernandez over a three-year period. The
Company  will  issue  warrants for an aggregate of 250,000 of the shares shortly
after  filing this Form 10-KSB, which issuances assume that each nominee accepts
directorship  as  anticipated by the Company. The Company will issue warrants to
purchase  the  remaining  shares  to  each director in equal amounts on the next
three anniversary dates of each director's term as a director. Assuming that the
nominees accept directorship and that all directors serve for a three-year term,
each  director  will receive warrants to purchase an aggregate of 100,000 shares
of  the  Company's  common  stock  during  such  three-year  period.

                                       28
<PAGE>

     The  Company  also  authorized  the issuance of warrants to purchase 50,000
shares  of the Company's common stock at an exercise price of $1.02 per share to
Gene  Prescott,  who  serves  on  the  Company's  advisory board. Similarly, the
Company  will issue a warrant to purchase 100,000 shares to Mr. Prescott shortly
after  filing  this  Form  10-KSB  and warrants to purchase the remainder of the
shares  in  equal  amounts on the next three anniversary dates of Mr. Prescott's
term  as  a  member  of  the  advisory  board.

CODE OF ETHICS

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

ITEM 10.     EXECUTIVE COMPENSATION.

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

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

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

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

<FN>

(1)  Does  not  include  perquisites and other personal benefits in amounts less
     than  10%  of  the  total  annual  salary  and  other  compensation.
(2)  There are no stock option, retirement, pension, or profit sharing plans for
     the  benefit  of  our  officers  and  directors. 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, as discussed below under "Item
     12.  Certain  Relationships  and  Related  Transactions."
(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. The Company reimburses Mr.
     Wright  $940  per  month  and  related  expenses  for business use of an H2
     Hummer.
(4)  Includes  $152,902  and $150,579 of accrued salary for Mr. Chiles' 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 L. William Chiles' services as a director of the
     Company  for  2004,  2003  and  2002.
(5)  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.
</TABLE>

                                       29
<PAGE>

     Key Man Life Insurance
     ----------------------

     We  have  obtained  a  $3,000,000  life insurance policy covering Keith St.
Clair  in  connection  with  a  $3,000,000 Credit Facility that we received from
Stanford.  Stanford  is  the  beneficiary of this life insurance policy.  Mr. St
Clair  is  the  Chief Executive Officer of AWT and is in charge of TraveLeaders.
$6,600,000  of  our  working  capital  was  dedicated to supporting AWT while we
conducted due diligence leading to our acquisition of its assets on December 31,
2004.  Upon the retirement of the debt that the policy benefits secures, the
Company will become the beneficiary of the policy, if the Company retains it in
effect.

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

     The  following  table  sets  forth  information  as of March 31, 2005, with
respect to the beneficial ownership of our common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of our common
stock:

                                                    COMMON STOCK
                                                BENEFICIALLY OWNED(1)
                                              ------------------------
NAME AND ADDRESS                              NUMBER           PERCENT
----------------                              ------           -------


Roger Maddock                               13,278,457  (2)     68.5%

Malcolm J. Wright                           13,278,457  (3)     68.5%

Stanford Venture Capital Holdings, Inc.      2,447,733  (4)     23.4%

L. William Chiles                            1,018,672  (5)     10.0%

James Leaderer                                  10,000              *

David Levine                                        --             0%

Thomas Cornish                                      --             0%

Carlos Fernandez                                    --             0%

All officers and directors as a group
(3 people)                                  13,790,597 (3)(5)   73.2%


*Less than 1%.

(1)  The  number  of shares of common stock owned are those "beneficially owned"
     as  determined  under  the rules of the Commission, including any shares of
     common  stock  as to which a person has sole or shared voting or investment
     power  and  any  shares  of common stock, which the person has the right to
     acquire  within  60  days  through  the  exercise of any option, warrant or
     right.  As  of  March 31, 2005, there were 9,977,974 shares of common stock
     outstanding.
(2)  Includes  345,348  shares  of  common  stock  and 30,000 shares of Series A
     Preferred Stock, which are convertible into 300,000 shares of common stock,
     owned  directly  by  Mr.  Maddock,  1,942,268  shares of common stock owned
     directly  by  Arvimex,  Inc.  ("Arvimex"),  and  475,000 shares of Series A
     Preferred  Stock  owned  directly  by  Arvimex  which  are convertible into
     4,750,000  shares  of common stock. Mr. Maddock is the President of Arvimex
     and  beneficially  owns  the  shares of common stock and Series A Preferred
     Stock  owned  by  Arvimex.  Mr. Maddock and Malcolm J. Wright have a mutual
     understanding  whereby  they  vote  their  shares  together.  Mr. Maddock's
     beneficial  ownership  also  includes  the shares beneficially owned by Mr.
     Wright.

                                       30
<PAGE>

(3)  Includes  845,733  shares  of  common  stock  and 55,000 shares of Series A
     Preferred Stock, which are convertible into 550,000 shares of common stock,
     owned directly by Mr. Wright, 719,942 shares of common stock owned directly
     by Xpress Ltd. ("Xpress"), 335,000 shares of Series A Preferred Stock owned
     directly  by  Xpress  which are convertible into 3,350,000 shares of common
     stock,  and  27,306  shares  of  common stock and 10,000 shares of Series A
     Preferred Stock, which are convertible into 100,000 shares of common stock,
     owned  directly  by Mr. Wright's daughter who resides in the same household
     as  Mr.  Wright, and warrants to purchase 347,860 shares of common stock at
     an  exercise  price  of $2.96 per share, which were issued to Mr. Wright in
     consideration  of  his personal guarantee of the Company's debt and pledges
     of  their  shares  of the Company's common stock to Stanford as part of the
     security for the financing that Stanford provided to the Company (described
     below).  Mr.  Wright  is  the President of Xpress and beneficially owns the
     shares  of  common  stock and Series A Preferred Stock owned by Xpress. Mr.
     Wright has pledged 845,733 shares of common stock to Stanford as collateral
     for  an  aggregate of $6,000,000 of financing that Stanford has provided to
     the  Company.  Mr.  Wright  and  Roger  Maddock have a mutual understanding
     whereby  they vote their shares together. Mr. Wright's beneficial ownership
     also  includes  the  shares  beneficially  owned  by  Mr.  Maddock.

(4)  Includes  1,125,000  shares  of  common stock and 23,850 shares of Series C
     Preferred  Stock which are convertible into 477,000 shares of common stock,
     owned  directly  by Stanford and 845,733 pledged by Malcolm J. Wright. Does
     not  include  an aggregate of 1,012,500 shares of common stock owned by the
     Stanford  Employees
(5)  Includes warrants to purchase 168,672 shares of the Company's common stock
     at  an exercise price of $2.96 per share, which was issued to Mr. Chiles in
     consideration  for  his  personal  guarantee  of the Company's debt and the
     pledge  of  his shares of the Company's common stock to Stanford as part of
     the  security  for  the  financing  that  Stanford provided to the Company.


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

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

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

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

                                       31
<PAGE>

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

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

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

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

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

     The  Company  had  unsecured,  demand  notes  payable to related parties of
$1,910,629  as  of  December  31, 2004. Of the notes payable to related parties,
$140,042  was owed to L. William Chiles, a director of the Company, $859,000 was
owed  to  various  officers, directors and shareholders of Hickory, $531,232 was
owed  to Roger Maddock, who directly (and indirectly through Arvimex and Malcolm
J.  Wright)  beneficially  owns  more than 5% of the Company's common stock, and
$380,353  was owed to Arvimex, which directly owns more than 5% of the Company's
common  stock.  In addition, the Company had shareholder advances of $273,312 as
of  December  31,  2004.  Of the shareholder advances, approximately $95,000 was
owed  to  Mr.  Wright and $178,312 was owed to L. William Chiles. In March 2005,
the  Company  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  Company  received  $2,474,090 in cash from the sale of the property,
which  the  Company used for working capital and to pay off the notes payable to
related  parties  and  the  shareholder  advances.

                                       32
<PAGE>

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

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

ITEM 13.     EXHIBITS

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

2.1 (1)     Stock Purchase Agreement
3.1 (2)     Articles of Incorporation
3.2 (3)     Amended and Restated Bylaws
3.3 (3)     Amended and Restated Articles of Incorporation filed July 24, 2002
3.4 (3)     Certificate of Amendment of Amended and Restated Articles of
            Incorporation filed July 24, 2002
4.1 (3)     Certificate of Designation of Series A Convertible Preferred Stock
4.2 (5)     Certificate of Designation of Series B Convertible Preferred Stock
4.3 (5)     Certificate of Designation of Series C Convertible Preferred Stock
4.4 (10)    Amended and Restated Certificate of Designation of Series C
            Convertible Preferred Stock
4.5 (15)    Form of Certificate of Designation of Series F Convertible Preferred
            Stock
4.6 (18)    Certificate of Designation of Series F Convertible Preferred Stock
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. ("Stanford") 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 TDSR and
            Stanford dated December 18, 2003
10.14 (6)   Registration Rights Agreement with Stanford dated December 18,
            2003
10.15 (6)   Florida Mortgage and Security Agreement securing the $6,000,000
            Line of Credit
10.16 (6)   Second Florida Mortgage and Security Agreement securing the
            $6,000,000 Line of Credit
10.17 (6)   Security Agreement by Caribbean Leisure Marketing Limited and
            American Leisure Marketing and Technology Inc. dated December 18,
            2003, securing the $6,000,000 Line of Credit
10.18 (6)   Warrants issued to Daniel T. Bogar to purchase 168,750 shares at
            $2.96 per share
10.19 (7)   Warrants issued to Arvimex 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 for $3,000,000 Credit Facility
10.24 (10)  Instrument of Warrant Repricing to purchase 1,350,000 shares at
            $0.001 per share
10.25 (10)  Warrant Purchase Agreement with Stanford to purchase 500,000
            shares at $5.00 per share
10.26 (10)  Registration Rights Agreement with Stanford dated June 17, 2004
10.27 (9)   Agreement and First Amendment to Agreement to Purchase Galileo
            Notes with GCD Acquisition Corp. ("GCD"), dated March 19, 2004
            and March 29, 2004, respectively
10.28 (9)   Assignment Agreement for Security for Galileo Notes
10.29 (18)  Bridge Loan Note for $6,000,000 issued by Around The World Travel,
            Inc. ("AWT") in favor of Galileo International, LLC ("Galileo")
            and acquired by the Registrant

                                       33
<PAGE>

10.30 (18)  Third Amended and Restated Acquisition Loan Note for $6,000,000
            issued by AWT in favor of Galileo and acquired by the Registrant
10.31 (18)  Amended and Restated Initial Loan Note for $7,200,000 issued by AWT
            in favor of Galileo and acquired by the Registrant
10.32 (18)  Promissory Note for $5,000,000 issued by AWT in favor of CNG Hotels,
            Ltd. and assumed by the Registrant
10.33 (18)  Promissory Note for $2,515,000 issued by Tierra Del Sol Resort,
            Inc., formerly Sunstone Golf Resort, Inc. ("TDSR"), in favor of
            Arvimex, Inc. ("Arvimex") and Allonge dated January 31, 2000
10.34 (18)  Registration Rights Agreement with Arvimex dated January 23, 2004
10.35 (13)  Development Agreement between TDSR and American Leisure Real
            Estate Group, Inc.
10.36 (14)  Exclusive Sales and Marketing Agreement between TDSR and Xpress
            Ltd.
10.37 (15)  Asset Purchase Agreement with Around The World Travel, Inc. for
            TraveLeaders
10.38 (16)  Operating Agreement between American Leisure Hospitality Group,
            Inc. and Sonesta Orlando, Inc., dated January 29, 2005
10.39 (17)  Second Re-Instatement and Second Amendment to Contract of
            Advantage Professional Management Group, Inc. to sale unimproved
            land in Davenport, Florida to Thirteen  Davenport,  LLC
10.40 (17)  Purchase Agreement between Advantage and Paradise Development
            Group, Inc. ("Paradise") to sale part of unimproved land in
            Davenport, Florida
10.41 (17)  First Amendment to Purchase Agreement between Advantage and
            Paradise to sale part of unimproved land in Davenport, Florida
10.42 (17)  Assignment of Purchase Agreement, as amended, to Thirteen
            Davenport,  LLC to sale part of unimproved land in Davenport,
            Florida
14 (8)      Code of Ethics
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        Letter from Bateman & Co., Inc., P.C.
21 *        Subsidiaries of American Leisure Holdings, Inc.
31 *        CEO and CFO Certification pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002
32 *        CEO and CFO Certification pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002
99.1 (6)    Personal Guarantee by Malcolm J. Wright guaranteeing the $6,000,000
            Line of Credit
99.2 (10)   Letter to the Shareholders of Around The World Travel, Inc.

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

                                       34
<PAGE>

(8)  Filed  as Exhibit 99.1 to the Registrant's Form 10-KSB on May 21, 2004, and
     incorporated  herein  by  reference.
(9)  Filed as Exhibits 99.1 and 99.2, respectively, to the Registrant's Form 8-K
     on  April  6,  2004,  and  incorporated  herein  by  reference.
(10) Filed as Exhibits 3.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 99.2, respectively,
     to  the  Registrant's Forms 8-K/A filed on August 6, 2004, and incorporated
     herein  by  reference.
(11) Filed  as  Exhibits  16.2,  16.3,  16.4  and  16.5,  respectively,  to  the
     Registrant's  Forms 8-K/A filed on August 18, 2004, and incorporated herein
     by  reference.
(12) Filed  as Exhibit 16.1 to the Registrant's Form 8-K on August 18, 2004, and
     incorporated  herein  by  reference.
(13) Filed  as  Exhibit 10.6 to the Registrant's Form 10-QSB on August 20, 2004,
     and  incorporated  herein  by  reference.
(14) Filed  as  Exhibit  10.6  to  the Registrant's Form 10-QSB/A on December 8,
     2004,  and  incorporated  herein  by  reference.
(15) Filed  as Exhibits 3.1 and 10.1, respectively, 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 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, to the
     Registrant's Form  10-KSB on March 31, 2005,  and  incorporated  herein  by
     reference.


ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

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

AUDIT RELATED FEES

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

TAX FEES

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

ALL OTHER FEES

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


                                   SIGNATURES

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

                                        AMERICAN  LEISURE  HOLDINGS,  INC.

                                        By:  /s/  Malcolm  J.  Wright
                                           ---------------------
                                        Name:  Malcolm  J.  Wright
                                        Title:  Chief  Executive  Officer  and
                                        Director
                                        Date:  April 1,  2005

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

                                       35
<PAGE>

SIGNATURE                      TITLE                                   DATE
---------

By: /s/ Malcolm J. Wright
    ---------------------
Malcolm J. Wright            Chief Executive Officer, President,  April 1, 2005
                             Secretary, Chief Financial Officer,
                             and Director

By: /s/L. William Chiles
    --------------------
L. William Chiles            Director                             April 1, 2005

By: /s/ James Leaderer
    ------------------
James Leaderer               Director                             April 1, 2005

                                       36