SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A

              (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2003
                                       or
              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ____________ to ________________

                        Commission file number 333-48312

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

                              FREEWILLPC.COM, INC.
                            -------------------------
                           (Former name of registrant)

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

                               Park 80 Plaza East
                          Saddlebrook, New Jersey 07663
                         ----------------------- -------
               (Address of principal executive offices) (Zip Code)

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

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

As of October 31, 2003, there were 7,488,983 shares of the Registrant's common
stock, par value $0.001 issued and outstanding.

AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
SEPTEMBER 30, 2003 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements ................................................F-1
Item 2. Management's Discussion and Analysis of Financial condition
        and Results of Operations..............................................5



Item 3. Controls and Procedures...............................................15

                   PART II - OTHER INFORMATION

Item 1. Legal Proceedings.....................................................15
Item 2. Changes in Securities and Use of Proceeds.............................16
Item 3. Defaults Upon Senior Securities.......................................23
Item 4. Submission of Matters to a Vote of Security Holders...................23
Item 5. Other Information.....................................................23
Item 6. Exhibits and Reports on Form 8-K......................................23

Special Note Regarding Forward Looking Information

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

The following cautionary  statements identify important factors that could cause
our  actual  results  to  differ   materially   from  those   projected  in  the
forward-looking  statements  made in this Quarterly  Report on Form 10-QSB.  Any
statements about our beliefs, plans,  objectives,  expectations,  assumptions or
future   events   or   performance   are  not   historical   facts  and  may  be
forward-looking.  These statements are often,  but not always,  made through the
use of words or phrases such as "will likely", "are expected to", "should",  "is
anticipated",  "estimated",  "intends", "plans", "projection" and "outlook". Any
forward-looking  statements  are  qualified  in their  entirety by  reference to
various factors  discussed  throughout this Quarterly  Report and discussed from
time to time in our filings with the Securities and Exchange  Commission.  Among
the significant factors that could cause our actual results to differ materially
from those expressed in the forward-looking statements are:

     o    the potential risk of delay in implementing our business plan;

     o    the market for our travel and leisure services; and

     o    the need for additional financing.

Because the factors  referred to above could cause actual results or outcomes to
differ  materially  from  those  expressed  in any  forward-looking  statements,
persons  should  not  place  undue  reliance  on  any of  these  forward-looking
statements.  In addition,  any  forward-looking  statement speaks only as of the
date on  which  it is  made,  and we  undertake  no  obligation  to  update  any
forward-looking statement or statements to reflect events or circumstances after
the  date on  which  the  statement  is  made,  to  reflect  the  occurrence  of
unanticipated events or otherwise.  New factors emerge from time to time, and it
is not  possible  for us to  predict  which  will  arise or to  assess  with any
precision  the impact of each factor on our  business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.








PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2003
 and December 31, 2002.......................................................F-1
Condensed Consolidated Statements of Operations for the nine and three
 months ended September 30, 2003, the three months ended September 30, 2002,
 inception through September 30, 2002 .......................................F-2
Condensed Consolidated Statements of Cash Flows
 for the nine months ended September 30, 2003 and
 Inception through September 30, 2002 .......................................F-3
Notes to Interim Condensed Consolidated Financial Statements.................F-4



                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002



                                     ASSETS
                                                                          September 30,         December 31,
                                                                               2003                 2002
                                                                          -------------         -------------
                                                                             Unaudited             Audited
                                                                                          
CURRENT ASSETS:
    Cash                                                                   $    389,661         $     50,499
    Accounts receivable                                                          76,688                 --
    Advances receivable                                                         392,846                 --
    Prepaid expenses and other                                                    6,004               31,093
                                                                           ------------         ------------
             Total Current Assets                                               865,199               81,592
                                                                           ------------         ------------


PROPERTY AND EQUIPMENT, NET, at cost                                          3,314,509              295,031
                                                                           ------------         ------------

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

LAND HELD FOR DEVELOPMENT                                                    13,972,626           10,056,005
                                                                           ------------         ------------

OTHER ASSETS
     Investment                                                                 635,886              635,886
    1913 Mercedes Benz                                                          500,000              500,000
     Other                                                                       63,221               31,766
                                                                           ------------         ------------
             Total Other Assets                                               1,199,107            1,167,652
                                                                           ------------         ------------

TOTAL ASSETS                                                               $ 19,351,441         $ 13,618,918
                                                                           ============         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable                $  1,213,496         $  1,719,606
     Current maturities of notes payable-related parties                        741,760              476,643
     Accounts payable and accrued expenses                                      965,444              822,232
     Shareholder advances                                                     1,112,397              870,032
                                                                           ------------         ------------
             Total Current Liabilities                                        4,033,097            3,888,513

Long-term debt and notes payable                                              8,604,238            3,675,920
Notes payable-related parties                                                   200,000              911,773
Mandatorily redeemable preferred stock, 28,000 shares authorized;
    $.01 par value; 27,189 Series "C" shares issued and outstanding at
    September 30, 2003 and 0 at December 31, 2002                             2,718,900                 --
                                                                           ------------         ------------

             Total liabilities                                               15,556,235            8,476,206
                                                                           ------------         ------------

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       880,000 Series "A" shares issued and outstanding at
       September 30, 2003 and December 31, 2002                                   8,800                8,800
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,500 Series "B" shares issued and outstanding at
       September 30, 2003 and December 31, 2002                                      25                   25
     Capital stock, $.001 par value; 100,000,000 shares authorized;
       6,638,983 and 6,524,983 shares issued and outstanding at
       September 30, 2003 and December 31, 2002                                   6,639                6,525
     Additional paid-in capital                                               5,869,838            5,738,852
     Accumulated (deficit)                                                   (2,090,096)            (611,490)
                                                                           ------------         ------------
             Total Stockholders' Equity                                       3,795,206            5,142,712
                                                                           ------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ 19,351,441         $ 13,618,918
                                                                           ============         ============







                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                               Nine Months        Inception        Three Months       Three Months
                                                                  Ended            Through             Ended             Ended
                                                               September 30,     September 30,     September 30,      September 30,
                                                                   2003              2002              2003               2002
                                                               -------------     -------------     --------------     -------------
                                                                Unaudited         Unaudited          Unaudited         Unaudited

                                                                                                            
REVENUES                                                       $   199,647        $      --          $   164,457        $      --
COST OF SALES                                                         --                 --                 --                 --
                                                               -----------        -----------        -----------        -----------

Gross margin                                                       199,647               --              164,457               --
                                                               -----------        -----------        -----------        -----------

EXPENSES:
    Depreciation and amortization                                  305,349              1,237            130,061              1,237
    General and administrative expenses                          1,372,904             93,476            629,357             93,476
                                                               -----------        -----------        -----------        -----------

TOTAL OPERATING EXPENSES                                         1,678,253             94,713            759,418             94,713
                                                               -----------        -----------        -----------        -----------

LOSS FROM  OPERATIONS BEFORE MINORITY INTERESTS                 (1,478,606)           (94,713)          (594,961)           (94,713)

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


NET LOSS BEFORE INCOME TAXES                                    (1,478,606)           (94,713)          (594,961)           (94,713)

PROVISIONS FOR INCOME TAXES                                           --                 --                 --                 --
                                                               -----------        -----------        -----------        -----------

NET LOSS                                                       $(1,478,606)       $   (94,713)       $  (594,961)       $   (94,713)
                                                               ===========        ===========        ===========        ===========

NET LOSS PER SHARE:
      BASIC AND DILUTED                                        $     (0.22)       $     (0.01)       $     (0.09)       $     (0.01)
                                                               ===========        ===========        ===========        ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                                          6,626,873          6,524,983          6,638,983          6,524,983
                                                               ===========        ===========        ===========        ===========






                         AMERICAN LEISURE HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                                  Nine Months     Inception
                                                                     Ended         Through
                                                                  September 30,  September 30,
                                                                      2003           2002
                                                                  -----------    -----------
                                                                   Unaudited      Unaudited
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                            $(1,478,606)   $   (94,713)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                            305,349          1,237
          Changes in assets and liabilities:
             Decrease in receivables                                  (76,688)             -
             (Increase) in advances receivable                       (392,846)        43,700
             (Increase) in prepaid and other assets                    25,089              -
             (Increase) in deposits and other                         (31,455)             -
             Increase in accounts payable and accrued expenses        143,212         90,275
                                                                  -----------    -----------
             Net cash used in operating activities                 (1,505,945)        40,499
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      (Increase) in investment in non-consolidated subsidiaries             -        (14,667)
      Capitalization of real estate carrying costs                 (1,907,983)      (435,044)
     Acquisition of fixed assets                                     (464,827)             -
                                                                  -----------    -----------
             Net cash used in investing activities                 (2,372,810)      (449,711)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                    4,422,208        413,754
     Proceeds from notes payable-related parties                     (446,656)             -
     Proceeds from shareholder advances                               242,365         48,931
                                                                  -----------    -----------
             Net cash provided by financing activities              4,217,917        462,685
                                                                  -----------    -----------

             Net Increase (decrease) in Cash                          339,162         53,473

CASH AT BEGINNING PERIOD                                               50,499          4,957
                                                                  -----------    -----------

CASH AT END OF PERIOD                                             $   389,661    $    58,430
                                                                  ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

     Cash paid for interest                                       $   180,000            $ -
                                                                  ===========    ===========
     Cash paid for income taxes                                           $ -            $ -
                                                                  ===========    ===========

NON-CASH TRANSACTION

     Stock issued in exchange for assets                          $ 2,850,000            $ -
                                                                  ===========    ===========

     Stock issued in exchange for goods and services                      $ -    $   250,000
                                                                  ===========    ===========












AMERICAN LEISURE HOLDINGS, INC.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
September 30, 2003

Note A - Presentation
---------------------

The  balance  sheets of the  Company  as of  September  30,  2003,  the  related
consolidated  statements of operations  for the nine months ended  September 30,
2003 and inception through  September 30, 2002, and the consolidated  statements
of cash flows for the nine months ended September 30, 2003 and inception through
September 30, 2002, included in the financial statements include all adjustments
(consisting of normal,  recurring adjustments) necessary to summarize fairly the
Company's  financial  position  and  results  of  operations.   The  results  of
operations  for the nine months  ended  September  30, 2003 are not  necessarily
indicative of the results of  operations  for the full year or any other interim
period.  The  information  included  in  this  Form  10-QSB  should  be  read in
conjunction with Management's  Discussion and Analysis and Financial  Statements
and notes thereto  included in the Company's  December 31, 2002, Form 10-KSB and
the Company's Forms 8K & 8-K/A filed June 28, 2002 and October 2, 2002.

Note B - Accounting Change
---------------------------

On May 15, 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial  Instruments with  Characteristics of both
Liabilities  and Equity (FAS 150).  This  Statement  establishes  standards  for
classifying  and measuring as liabilities  certain  financial  instruments  that
embody  obligations of the issuer and have  characteristics  of both liabilities
and equity.  Immediately,  American Leisure adopted FAS 150 and reclassified its
Series C  preferred  stock to  long-term  liabilities.  There was no  cumulative
effect of this accounting  change.  The accounting change did not have an effect
on revenue and quarterly earnings during 2002.

NOTE C - REVENUE RECOGNITION

American Leisure recognizes  revenue when persuasive  evidence of an arrangement
exists,  delivery has  occurred,  the sales price is fixed or  determinable  and
collectibility  is  probable.  These  criteria  are  generally  met at the  time
services are performed.


Note D - Property and equipment, net
---------------------------------------------------

At September 30, 2003, property and equipment consisted of the following:



                                                        Useful
                                                         Lives                Amount
                                                     --------------    ------------------
                                                                  
Computer equipment                                      3-5             $      19,020
Automobile                                                5                    6,000
Furniture & fixtures                                    5-7                   14,179
Leasehold improvements                                    5                  115,103
Telecommunications equipment                              7                 3,501,467
                                                                        -----------------
                                                                            3,655,769
Less: accumulated depreciation and amortization                               341,260
                                                                        ------------------
                                                                        $   3,314,509
                                                                        ==================




Depreciation expense for the period ended September 30, 2003 was $303,445.



Note E - Assets Held for Sale
------------------------------

Advantage Professional Management Group, Inc.

American Leisure's management determined that this company's property's best use
was for its  commercial  development  and has  reclassified  it to land held for
development as the land is no longer for sale (see below).



NOTE F - LONG-TERM DEBT AND NOTE PAYABLE






                                                   Maturity      Interest      September 30,        December 31,
                            Collateral               Date           rate            2003                2002

                     -------------------------    ---------      ---------    -----------------   ---------------
                                                                                
Individual           Unsecured                     3/31/04   (a)      10%       $   86,000           $        0

Financial            Unsecured                     3/31/04   (a)       6%          500,000
Institution                                                                                                   0

Equipment            Equipment                     3/31/05   (b)  12%-18%           64,717
Third party                                                                                                   0
entities

Mortgage Company     1st lien on 13.5 acres         6/1/03   (a)      16%          600,000              600,000
                     commercial property
Financial            1st lien on 163 acres          4/1/05   (a)      12%        6,000,000                    0

Third party          3rd lien on 13.5 acres         5/1/03   (a)      10%                0              172,031
entity

Individual           1st lien on 163 acres         3/31/03   (a)      16%                0              947,575
                     of undeveloped land

Individual           2nd lien on 163 acres         3/31/05   (a)      12%                0            1,777,576
                     of undeveloped land

Individual           2nd lien on 163 acres         3/31/05   (a)      12%
                     of undeveloped land

                                                                                 1,804,598            1,898,344
                                                                               -------------        ------------
                                                                                                      5,395,526
                                                                                 9,055,315
Less: current portion of long-term debt                                         (1,213,496)          (1,719,606)
                                                                               -------------        -------------
Long-term debt                                                                 $  7,841,819        $  3,675,920
                                                                               =============        =============


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

                                                  Amount
                                              ----------------
                      2003                    $     1,213,496
                      2004                             37,221
                      2005                          7,804,598
                                              ---------------
                                                  $ 9,055,315
                                              ===============

(a) Principle and interest due at maturity.
(b) Principle and interest due in monthly payments of $2,890 per month until
paid in full.



NOTE G - NOTES PAYABLE - RELATED PARTIES






                                                   Maturity       Interest    September 30,         December
                            Collateral               Date            rate          2003                31,
                                                                                                      2003
                     -------------------------    ----------      ---------   ---------------    --------------
                                                                                
Affiliated           2nd lien on 13.5 acres          5/1/07  (a)    4.75%      $    200,000        $    200,000
entity

Shareholder          2rd lien on 163 acres          3/31/03  (a)      18%           741,760             476,643
                     of undeveloped land and
                     UCC1 on call center
                     equipment

Shareholder          3rd lien on 163 acres
                     of undeveloped land

                                                    3/31/05  (a)      12%           762,419             711,773
                                                                              -------------        ------------

                                                                                                      1,388,416
                                                                                  1,704,179
Less: current portion of long-term debt                                            (741,760)           (476,643)
                                                                              -------------       -------------
Long-term debt                                                                $     962,419        $    911,773
                                                                              ==============      =============



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

                                                Amount
                                          ----------------
                  2003                    $       741,760
                  2004                                  -
                  2005                            762,419
                  2006                                  -
                  2007                            200,000
                                          ---------------
                                              $ 1,704,179
                                          ===============

(a) Principle and interest due at maturity.

Note H - Preferred Stock

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




                                                                       Annual
                         Total Series    Liquidation                  Dividends       Conversion
                         Authorized         Value          Voting     per Share         Rate
                         ------------   -------------    ----------   ----------       ------------
                                                                               
Series A                  1,000,000       $ 10.00            Yes        $ 0.12          10 to 1 or greater if share
price is less than $1
Series B                      2,500        100.00            Yes          0.12          20 to 1
Series C                     28,000        100.00            Yes          0.04          20 to 1









                                       F-4


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

The following  discussion and analysis  should be read in  conjunction  with the
Financial  Statements  and Notes thereto  appearing  elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report, which are not statements of
historical  fact, are  forward-looking  statements.  See "Special Note Regarding
Forward-Looking Information" on Page 2.

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

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

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

a) Changes in national,  international or regional economic  conditions that can
adversely affect the real estate market,  which is cyclical in nature and highly



sensitive to such changes,  including, among other factors, levels of employment
and discretionary  disposable income,  consumer confidence,  available financing
and interest rates.

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

General

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

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

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

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

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



Introduction

The  character and holdings of the Company has changed  substantially  since the
preceding  fiscal  year as set forth  below.  During the  second  quarter of the
Companies  previous fiscal year it acquired certain  companies to enter into the
travel and  tourism and  vacation  resort  industry.  The readers of the current
un-audited  quarterly statements are referred to the Company's last Form 10Q-SB,
10K-SB as filed and any  subsequent  Form 8-K(s) for a more in-depth view of the
Company's financial position,  results of operations,  changes in cash flows and
new businesses. Accordingly,  management's discussion as set forth below focuses
primarily on the period from June 14, 2002 to September 30, 2003.

General

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

     o    own and operate vacation hotel/resort properties,

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

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

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

Acquisitions
In June 2002, we acquired  control of several travel related and vacation resort
companies, described below:

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

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

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

SGR  is  currently  in  the  final  engineering  stage  as a  971-unit  vacation
destination  resort in Orlando,  Florida.  It received  revised planning for the
development  on July 8, 2003 and the site is currently  being fully  engineered.
During the summer of 2003 the Company  finalized  the  designs for the  vacation
townhomes  and Condo's and  prepared  the drafts for its sales  literature,  and
continued to work with its  professional  team on establishing the CDD District.
Development  is  scheduled  to  commence  in the  Spring  of 2004 with the first
vacation investment  properties estimated to be completed in the last quarter of
2004. Proforma sales for the resort are expected to exceed $222,000,000 over the
next seventy-two month period.  It is expected that the horizontal  construction
and resort  amenities will be funded via a CDD Bond  placement.  AMLH intends to
provide development, guarantees and financing support for the development of the
resort so that it will become one of many fine vacation destinations to be owned
by AMLH.

The CDD District was established as the Westridge Community Development District
on September 8, 2003. On October 30, 2003 the District received court permission
to issue up to $65,000,000 of Bonds.  On November 6, 2003 the District  issued a
preliminary   offering  statement  to  issue  three  series  of  bonds  totaling
$35,230,000. If the Bond offering is successful, the Bonds proceeds will be used
to (i) finance the cost of  acquiring,  constructing  and  equiping the project;
(ii) pay  certain  costs  associated  the  issuance  of the Bonds;  (iii) make a
deposit  into the Series  2003  Reserve  Account  for the  benefit of all of the
Bonds;  and (iv) pay a portion of the interest to become due on the Bonds.  Upon



the  issuance of the Bonds,  burdens will be placed on the Company in respect to
the Company's  liability to pay future CDD  assessments on any unsold lots after
the initial 24-month  interest  reserve has been exhausted.  The company will be
also  required to amongst  other  matters,  to reduce the first  mortgage on the
property to $4,000,000 and to establish a Developers third year interest reserve
account in the sum of $3,000,000  with an initial deposit of $2,000,000 due as a
condition of the Bonds draw down and thereafter an  appropriation of $6,500 from
the sale  proceeds of each unit until the sum of  $3,000,000  has been  received
into the  Developers  Interest  Account.  For  full  details  of this and  other
liabilities contingent or otherwise being placed upon the Company please see the
Company's website at www.americanlesiureholdings.com


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

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

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

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

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

Antigua - Caribbean Leisure Marketing Ltd. ("CLM")
--------------------------------------------------------

During September 2003, forming part of the company's  negotiations with Stanford
Venture  Capital  Holdings,  Inc. the Company agreed with Stanford to form a new
Company in  Antigua,  West  Indies and to  acquire  the assets of a call  center
previously run by another Stanford Portfolio company. Stanford agreed to advance
the sum of  $2,000,000  for the  Company's  call  centers  working  capital  and
equipment  needs as part of a $6,000,000  5-year  convertible  loan (see below).
Once the assets in Antigua have been acquired and  upgraded,  the center will be
linked via  Satellite to ALMT's call center in Tamarac to take  advantage of the
state of the art technology  available in this center and to run various inbound
and outbound marketing campaigns for group and third party companies. In October
2003,  the Company  formed  Caribbean  Leisure  Marketing,  Ltd. in Antigua as a
subsidiary of Leisureshare  International  Ltd. The Company  envisages that this
center will be operational on December 1, 2003.



HTS Holdings, Inc. ("HTS")
---------------------------------------------------

In July  2002,  the  Company  entered  into a option to  acquire  a  controlling
interest of HTS  Holdings,  Inc.  (HTS),  the parent to, among other  companies,
Hickory Travel Services,  Inc. which will focus on the fulfillment of all of our
companies'  travel needs.  The purchase is now finalized and was effective as of
October 1, 2003.  Mr. Bill Chiles  will remain as  President  and CEO of HTS and
Chairman of the  Company.  During the last quarter of 2003,  and in  conjunction
with the senior  management of HTS, the Company expects to complete an extensive
review of all HTS companies with effect to revising and improving where possible
its current methods of doing business with a view to achieving  increased profit
margins for HTS companies and its member base. HTS has a very seasonal  business
and makes substantial trading losses during the first three quarters of the year
and a significant  profit in the last quarter,  normally  sufficient to throw it
into an overall  profit for the year.  The  Company  intends  to  introduce  the
opportunity to HTS the opportunity of acquiring additional product lines for its
member  base to market and sell,  with a view to  reducing  or  eliminating  its
seasonal fluctuation in its profitability and to increase the profit margins for
both HTS and its  members.  The Company  intends to provide  HTS the  additional
resources to expand its leading edge  technology,  increase the marketing of its
preferred  supplier  programs and expand those  relationships.  The Company will
also seek to expand HTS's transaction processing capabilities via the aid of the
state of the art  technology  already in place with AMLT,  to better serve HTS's
agency partners and their clients.

Advantage Professional Management Group, Inc. ("APMG")
-------------------------------------------------------------

On July 8, 2003, APMG received revised planning on its property to establish the
property with TCX (town center) zoning. The planning  permission was conditional
upon its approval by the Secretary of State in Tallahassee.  The Company expects
to receive this approval on December 19, 2003.

Strategy

Our business model is based on four basic premises:

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

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

Such resorts assets will likely include the following:

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

     o    Resort  properties  with  contiguous  vacant land suitable for further
          expansion;  o Resort  properties that have  consistently  sustained at
          least break-even occupancy;

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

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

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



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

Cash Flow Requirements

We  will  require   substantial  capital  to  adequately  finance  our  proposed
acquisitions, meet our obligations under our business model, and provide for our
working capital.  We anticipate that we will require  approximately  $15 million
over the next twelve months to fully implement our business model. We anticipate
that we will use such funds as follows:

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

OPERATIONS

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

The Company,  in the quarter ended June 30, 2003, opened up a new call center in
Tamarac,  Florida,  which it believed  after  ninety days would be a  profitable
operation and would provide the required cash flow to fund its own expansion and
operations.  However, due to the nature of the industry the Company is currently
operating in, and the do not call  legislation  which has recently been enacted,
the management  cannot currently  predict that it will  necessarily  achieve the
level of  operations  needed to provide  the cash flow it  requires to expand or
make profitable its operations.

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

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED  SEPTEMBER  30, 2003  COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND INCEPTION THROUGH SEPTEMBER 30, 2002

For the nine months ended  September  30, 2003,  the Company  realized a loss of
$1,478,606  with  revenues of  approximately  $200,000  from its call center and
general and administrative  expenses of approximately  $1,373,000.  For the nine
months ended  September 30, 2002, the Company  realized a loss of  approximately
$95,000 with no revenues and general,  administrative  and interest  expenses of
approximately $93,000.

The costs and  expenses  for the nine months  ended  September  30, 2003 totaled
$1,678,000   which   consisted  of  general  and   administrative   expenses  of
approximately $1,373,000 and depreciation expense of approximately $305,000. The
expenses for the inception  through  September 30, 2002  consisted  primarily of
general and  administrative  expenses of approximately  $93,000 and depreciation
expense of approximately $1,000.

The Company's net loss from  continuing  operations  before income taxes for the
nine months ended  September 30, 2003 was  $1,479,000  compared to a net loss of



$95,000 for inception through September 30, 2002. The net loss per share for the
periods ended September 30, 2003 and 2002 were $0.22 and $0.09, respectively.

For the three months ended  September 30, 2003,  the Company  realized a loss of
$595,000 with revenues of approximately  $164,000 and general and administrative
expenses of  approximately  $629,000.  For the three months ended  September 30,
2002, the Company realized a loss of approximately  $95,000 with no revenues and
general, administrative and interest expenses of approximately $93,000.

The costs and expenses for the three  months  ended  September  30, 2003 totaled
$759,000 which consisted of general and administrative expenses of approximately
$629,000 and depreciation expense of $130,000. The expenses for the three months
ended  September  30, 2002  consisted  primarily  of general and  administrative
expenses of  approximately  $93,000 and  depreciation  expense of  approximately
$1,000.

The Company's net loss from  continuing  operations  before income taxes for the
three months  ended  September  30, 2003 was $595,000  compared to a net loss of
$95,000 for the three months ended  September  30, 2002.  The net loss per share
for the  periods  ended  September  30,  2003 and 2002  were  $0.09  and  $0.01,
respectively.

At September  30, 2003,  the Company had an  accumulated  deficit of  $2,090,000
compared to $611,000 at December  31,  2002.  This  increase in the  accumulated
deficit is due  primarily  to the  Company's  cost of  operating  itself and its
subsidiaries.


LIQUIDITY

During the three months ended September 30, 2003, the Company's  working capital
decreased.  This was due to  administrative  and  financing  costs  incurred  as
carrying  costs of the  Company's  assets and to maintain  its  operations.  The
Company does not currently have  sufficient  capital in its accounts,  to assure
its  ability  to  meet  its  current  obligations  or to  continue  its  planned
operations, however it is in the course of finalizing the legal documentation to
close on the Stanford loan (see below) which when closed will be sufficient  for
most of its existing  capital needs  through 2004.  The Company is continuing to
pursue working capital and additional revenue through the seeking of the capital
it needs to carry on its planned operations.  There is however no assurance that
any capital raising or any of its planned activities will be successful.

CAPITAL RESOURCES

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

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

Additionally,  the Company  refinanced its  subsidiaries  ' Orlando  property in
March of 2003 and repaid loans that it had borrowed  since February 2000 at high
rates of interest.  It obtained a $6,000,000  loan that was used to finalize the
planning permission for 971 vacation properties,  commence engineering drawings,
finalize the site plans and vacation  property  layouts and pay the professional
fees to establish the CDD District.

On October 11, 2003, the Company refinanced its subsidiary APMG Orlando property
and repaid the first and  second  mortgages  it  borrowed  in May 2002  totaling
$800,000.  It obtained a new $1,300,000 loan on the property secured by way of a
first  mortgage at an interest rate of 15% repayable on October 10, 2004,  which
will  enable the  Company to develop  the  property  by  finalizing  its revised



planning,  engineering  and permitting for commercial  development.  The company
then plans to joint venture the  property's  re-development  with an experienced
commercial  developer.  The  Company was  successful  in  negotiating  a $50,000
discount on the second  mortgage  due May 1, 2007.  This  mortgage was repaid on
October 11, 2003 from the proceeds of the refinancing.

In  September  2003 the company  completed  discussions  with  Stanford  Venture
Capital  Holdings,  Inc.  and has  agreed to borrow the sum of  $6,000,000  as a
five-year  secured  Convertible  loan,  convertible  into  common  shares in the
company at the option of Stanford  at the rate of one share of common  stock for
$15 of loan.  The  blended  rate of  interest  agreed was 6% and the  security a
second  charge on the  company's  land holdings at a coverage rate not to exceed
100% of the excess MAI appraised value above any first  mortgage.  As additional
consideration  for this loan,  the Company has agreed to issue Stanford a series
of 5 year  warrants  upon the closing of the loan  facility,  600,000  shares at
$0.001 per share and  1,350,000  at $2.96 a share.  Stanford  has also agreed to
subordinate their second mortgage to any future  construction/development  loans
to be placed on the property in a first mortgage position.  The loan is intended
to inject  $2,000,000  of working  capital  into  Sunstone  Golf  Resort,  Inc.,
Orlando,  Florida,  project "Tierra Del Sol", $2,000,000 into its travel related
businesses  and  $2,000,000  into the  Company's  call centers  businesses.  The
documents necessary for a closing are currently in the course of preparation. In
the meantime Stanford has advanced the company a $2,000,000  short-term facility
at the rate of 6% p.a.  due and  payable  on March  31,  2004.  This  short-term
facility is also  personally  guaranteed by Malcolm J Wright and Bill Chiles and
is  additionally  secured on their stock of the Company.  Mr.  Wright's  845,733
shares and Mr.  Chiles  850,000  shares.  The Company has also  indemnified  Mr.
Wright and Mr.  Chiles  against any and all losses they may incur as a result of
their personal  guarantees.  The Company  expects to complete the loan documents
with Stanford before the end of the fourth quarter.

The company drew down the $2,000,000  facility as to $500,000 in September 2003,
$1,165,000 in October  2003,  and $335,000 in November  2003.  The proceeds were
used to (i) Pay various  payments  for the Antigua and Tamarac  call centers and
their working capital needs totaling  $960,000 (ii) Loan HTS the sum of $320,000
(iii) Loan SGR the sum of  $230,000  (iv) Loan ATMG the sum of  $45,000  (v) the
balance  representing  the groups working  capital cash reserve until closing of
the overall facility.

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


ITEM 3. CONTROLS AND PROCEDURES

The  Company's  management,  with  the  participation  of  the  Company's  Chief
Executive Officer and Chief Financial  Officer,  has evaluated the effectiveness
of the Company's  disclosure controls and procedures (as such term is defined in
Rules  13a-15(e)  under the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act")) as of the end of the period  covered by this report.  Based on
such  evalutation,  the Company's  Chief  Executive  Officer and Chief Financial
Officer  have  concluded  that,  as of the end of  such  period,  the  Company's
disclosure  controls and  procedures  are  effective in  recording,  processing,
summarizing  and  reporting,  on a  timely  basis,  information  required  to be
disclosed  by the  Company in the  reports  that it files or  submits  under the
Exchange Act.

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange  Act) during the fiscal  quarter to wich this report  relates that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.



PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
In the ordinary course of its business, the Company may from time to time become
subject to claims or  proceedings  relating to the purchase,  subdivision,  sale
and/or financing of its real estate. The Company believes that substantially all
of the above are incidental to its business.

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On  September  17,  2003  effective  October  1,  2003,  our Board of  Directors
authorized  the  issuance  of 850,000  shares of our  common  stock to William L
Chiles in  connection  with the  acquisition  of his stock held in HTS Holdings,
Inc..  These  securities  were issued  under the  exemptions  from  registration
provided by Section 4(2) of the Act and Regulation D promulgated  under the Act.
Neither we, nor any person acting on our behalf  offered or sold the  securities
by means of any form of general solicitation or general advertising.  Mr. Chiles
represented in writing that he acquired the  securities  for his own account.  A
legend was placed on the certificates  stating that the securities have not been
registered under the Securities Act and cannot be sold or otherwise  transferred
without an effective registration or an applicable exemption.


ITEM 3.  DEFAULTS IN SENIOR SECURITIES

         None.

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

On May 11,  2002,  a  shareholder  owning a majority of our  outstanding  common
stock, acting by written consent,  appointed James Leaderer to serve as our sole
director.

On May 11, 2002,  our sole director  authorized  the adoption of the Amended and
Restated   Articles  of  Incorporation  and  Amended  and  Restated  Bylaws  and
recommended  that  holders  of record of our  common  stock as of May 13,  2002,
approve,  by written  consent,  such  adoption.  On May 13, 2002, a  shareholder
owning a majority of our outstanding  common stock,  acting by written  consent,
approved the adoption of the Amended and Restated  Articles of Incorporation and
Amended and Restated Bylaws, copies of which were annexed to a prior Form 10-QSB
as exhibits.

On June 8, 2002,  our sole director  authorized the adoption of the amendment to
our Amended and Restated  Articles of Incorporation and recommended that holders
of record of our common stock as of June 9, 2002,  approve,  by written consent,
such  adoption.  On  June  9,  2002,  shareholders  owning  a  majority  of  our
outstanding  voting stock,  acting by written consent,  approved the adoption of
the amendment to our Amended and Restated Articles of  Incorporation,  a copy of
which was annexed to a prior Form 10-QSB as an exhibit.




ITEM 5.  OTHER INFORMATION

Acquisition of Common stock by Officers and Directors.

On  September  17,  2003  effective  October  1,  2003,  our Board of  Directors
authorized  the  issuance  of 850,000  shares of our  common  stock to William L
Chiles,  the  Chairman  of our  board  of  Directors,  in  connection  with  the
acquisition of his stock held in HTS Holdings, Inc. (see above).

During July 2003,  James Hay  Trustees  Ltd of  Rowanmoor  House,  46-50  Castle
Street,  Salisbury,  England SP1 3TS the  trustees  and  managers of  Thamesdale
Properties Pension Fund, a self administered pension scheme set up in the 1980's
under UK tax  legislation  for the benefit of Mr. Wright and others  retirements
acquired 302,000 common shares in the Company for 50,000 pounds sterling.  James
Hay acquired this for long-term  investment.  The shares were  transferred  into
certificate form and removed from the Cede & Co list.

Form 8-K; Item 9; Regulation FD Disclosure

In accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the  Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial
Officer executed the following written  statements which statements  accompanied
the filing with the Securities and Exchange  Commission of this Quarterly Report
on Form 10-QSB:

Certification  Pursuant  To 18 U.S.C.  Section  1350,  As  Adopted  Pursuant  To
Section906 of The Sarbanes-Oxley Act of 2002

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

     o    the Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended  September 30, 2003, as filed with the  Securities  and Exchange
          Commission on the date hereof (the  "Report")  fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

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

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

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

     o    the Company's  Quarterly  Report on Form 10-QSB for the fiscal quarter
          ended  September 30, 2003, as filed with the  Securities  and Exchange
          Commission on the date hereof (the  "Report")  fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

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


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. None
(b) Reports on Form 8-K. None



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.


Dated: November 19, 2003         By:  /s/ L. William Chiles
                                      ---------------------------------
                                      L. William Chiles
                                      Chief Executive Officer

Dated: November 19, 2003         By:  /s/ Malcolm J. Wright
                                      ----------------------------------
                                      Malcolm J. Wright
                                      Chief Financial Officer