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

                                  FORM 10-QSB/A
                                AMENDMENT NO. 1

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

                                For the quarterly period ended March 31, 2005

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

                                For the transition period from   to  

                                Commission file number 333-48312

                        AMERICAN LEISURE HOLDINGS, INC.
                        -------------------------------
      (Exact name of the small business issuer as specified in its charter)

          Nevada                                           75-2877111
          ------                                           ----------
 (State of incorporation)                      (IRS Employer Identification No.)


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

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


                                       N/A
      -------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

                                      NONE

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

At July 6, 2005, there were outstanding 10,137,974 shares of the Issuer's common
stock, $.001 par value per share.

Transitional Small Business Disclosure Format:  Yes [ ] No [X]

The  registrant has restated the financial statements for the three months ended
March  31, 2005 to include the accrual of cumulative dividends on various series
of  its  preferred  stock.  This  amended  Form  10-QSB  includes these restated
financial  statements  and  revisions  to  the  related  disclosure  in "Item 2.
Management's  Discussion  and  Analysis  or  Plan  of  Operation"  including the
disclosure  under  the  heading  "Risk  Factors."  The financial information and
related  disclosure  is current through March 31, 2005, unless otherwise stated.
This  report  also  includes new disclosure under "Item 2. Unregistered Sales of
Equity  Securities and Use of Proceeds" and other revised disclosure in "Item 3.
Legal  Proceedings"  and  "Item 5. Other Information" under the heading "Related
Party  Transactions."  The  other  revised  disclosures  are current through the
filing  of  this  report,  unless  otherwise stated.  Investors should read this
report  in  its entirety along with our second amended Form 10-KSB, which we are
filing  simultaneously  with  this  filing.



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.




                     AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS
                            MARCH 31, 2005 AND DECEMBER 31, 2004



                                                                      MARCH 31, 2005    DECEMBER 31, 2004
                                                                     ----------------  -------------------
     ASSETS                                                               Unaudited          Audited
                                                                          (Restated)       (Restated)
                                                                                         
CURRENT ASSETS:
    Cash                                                             $     1,767,769   $        2,266,042 
    Accounts receivable                                                    1,079,308            3,539,387 
    Note receivable                                                           70,254              113,000 
    Prepaid expenses and other                                               267,843               51,460 
    Other Current Assets                                                           0               30,476 
                                                                     ----------------  -------------------
             Total Current Assets                                          3,185,174            6,000,365 
                                                                     ----------------  -------------------


PROPERTY AND EQUIPMENT, NET                                                5,623,959            6,088,500 
                                                                     ----------------  -------------------

LAND HELD FOR DEVELOPMENT                                                 23,531,130           23,448,214 
                                                                     ----------------  -------------------

OTHER ASSETS
     Prepaid Sales Commissions                                             6,553,688            5,966,504 
     Prepaid Sales Commissions - affiliated entity                         3,235,955            2,665,387 
     Investment-Senior Notes                                               5,170,000            5,170,000 
     Goodwill                                                             14,425,437           14,425,437 
     Trademark                                                             1,008,478            1,000,000 
     Other                                                                 3,874,494            2,637,574 
                                                                     ----------------  -------------------
             Total Other Assets                                           34,268,052           31,864,902 
                                                                     ----------------  -------------------

TOTAL ASSETS                                                         $    66,608,315   $       67,401,981 
                                                                     ================  ===================

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable          $     9,302,704   $        9,605,235 
     Current maturities of notes payable-related parties                     262,312            1,910,629 
     Accounts payable and accrued expenses                                 2,007,621            5,618,973 
     Accrued expenses - officers                                           1,518,110            1,355,000 
     Customer deposits                                                        40,500            2,752,535 
     Other                                                                    96,616            2,332,886 
     Shareholder advances                                                    393,559              273,312 
                                                                     ----------------  -------------------
             Total Current Liabilities                                    13,621,422           23,848,570 

Long-term debt and notes payable                                          27,913,777           20,600,062 
Deposits on unit pre-sales                                                19,536,945           16,669,347 
                                                                     ----------------  -------------------
             Total liabilities                                            61,072,144           61,117,979 

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       1,000,000 Series "A" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                   10,000               10,000 
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,825 Series "B" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                       28                   28 
     Preferred stock, 28,000 shares authorized; $.01 par value
      27,189 Series "C" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                      272                  272 
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 and 0 Series "E" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                       24                   24 
     Preferred stock; 150,000 shares authorized; $.01 par value;
       0 and 1,936 Series "F" shares issued and outstanding at
       March 31, 2005 and December 31, 2004                                        -                   19 

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

     Additional paid-in capital                                           18,716,063           18,558,802 

     Accumulated deficit                                                 (13,200,194)         (12,295,121)
                                                                     ----------------  -------------------
             Total Stockholders' Equity                                    5,536,171            6,284,002 
                                                                     ----------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $    66,608,315   $       67,401,981 
                                                                     ================  ===================


                                      -2-





                AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004



                                      THREE MONTHS ENDED   THREE MONTHS ENDED
                                        MARCH 31, 2005       MARCH 31, 2004
                                        --------------       -------------
                                           UNAUDITED           UNAUDITED
                                          (Restated)           (Restated)
                                                             
Revenue                                  $ 2,675,674        $ 1,186,665 

Operating Expenses:
    Depreciation and amortization           (431,382)          (220,072)
    General and administrative expenses   (2,405,156)        (1,974,466)
                                          -----------        -----------

Loss from Operations                        (160,864)        (1,007,873)

Interest Expense                            (393,319)

Minority Interest                                  -            256,624 
                                          -----------        -----------
Total Other Income (Expense)                (393,319)           256,624 
                                          -----------        -----------

Loss before Income Taxes                    (554,183)          (751,249)

PROVISIONS FOR INCOME TAXES                        -             (1,135)
                                          -----------        -----------

NET LOSS                                    (554,183)          (752,384)

Preferred Stock Dividend                    (350,890)          (275,969)
                                          -----------        -----------

NET LOSS AVAILABLE TO COMMON
      STOCKHOLDERS                       $  (905,073)       $(1,028,353)
                                          ===========        ===========

NET LOSS PER SHARE AVAILABLE
   TO COMMON STOCKHOLDERS:
      BASIC AND DILUTED                        (0.09)             (0.13)
                                          ===========        ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                    9,977,974          7,630,961 
                                          ===========        ===========


                                      -3-





                       AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                          THREE MONTHS ENDED MARCH 31, 2005 AND 2004


                                                               THREE MONTHS ENDED  THREE MONTHS ENDED
                                                                 MARCH 31, 2005      MARCH 31, 2004
                                                                 --------------     ---------------
                                                                    UNAUDITED          UNAUDITED
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                    $  (554,183)     $  (752,384)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                             431,382          220,072 
             Interest Expense                                          393,319                - 
          Changes in assets and liabilities:
             Decrease in receivables                                 2,460,079        1,149,956 
             Increase in prepaid and other assets                   (1,388,560)         (85,733)
             Increase in prepaid commissions                        (1,157,752)               - 
             Increase in deposits on unit pre-sales                  2,867,598                - 
             (Decrease)/Increase in customer deposits               (2,712,035)         145,474 
             (Decrease)/Increase in accounts payable and
                accrued expenses                                    (4,231,662)          78,950 
                                                                   ------------     ------------

             Net cash provided by (used in) operating activities    (3,891,814)         756,335 
                                                                   ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Security deposits and other                                             -         (970,429)
     Acquisition of fixed assets                                             -         (107,369)
     Advances to AWT                                                         -         (808,487)
     Capitalization of real estate carrying costs                      (49,757)        (733,643)
                                                                   ------------     ------------

             Net cash used in investing activities                     (49,757)      (2,619,928)
                                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from debt                                              6,391,615                - 
     Payment of debt                                                (1,300,000)               - 
     Proceeds from notes payable                                             -        1,289,834 
     Proceeds from notes payable - related parties                           -           (8,531)
     Payments to related parties                                    (1,648,317)               - 
     Proceeds from shareholder advances                                      -          184,977 
                                                                   ------------     ------------

             Net cash provided by financing activities               3,443,298        1,466,280 
                                                                   ------------     ------------

             Net decrease in cash                                     (498,273)        (397,313)

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

CASH AT END OF PERIOD                                              $ 1,767,769      $   337,539 
                                                                   ============     ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                        $   636,065      $   180,000 
                                                                   ============     ============

NON-CASH TRANSACTIONS:
     Stock issued for assets, net of liabilities of $7,111,668     $         -      $ 5,170,000 
                                                                   ============     ============


                                      -4-


NOTES  TO  INTERIM  CONDENSED  FINANCIAL  STATEMENTS
March  31,  2005

NOTE  A  -  PRESENTATION

The  condensed  balance  sheets of the Company as of March 31, 2005 and December
31,  2004,  the  related condensed consolidated statements of operations for the
three  months  ended  March  31,  2005  and 2004, and the condensed consolidated
statements  of  cash  flows  for the three months ended March 31, 2005 and 2004,
(the  condensed  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
three  months ended March 31, 2005 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, 2004, Form 10-KSB & 10-KSB/A and the Company's Forms
8-K  &  8-K/A  filings.

NOTE  B  -  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 as generated and on
a  periodic  basis  from  the  joint venture entity, Caribbean Media Group, Ltd.

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.

Revenues  from  American  Leisure Equities Corporation are recognized as the net
operating result of the Business managed by Around The World Travel, Inc. (third
party travel management company).  Revenues and expenses are borne by Around The
World  Travel  and  the net operating results recognized as Revenues by American
Leisure  Equities  Corporation.

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.

                                      -5-


NOTE  C  -  PROPERTY  AND  EQUIPMENT,  NET

As  of  March  31,  2005,  property  and  equipment  consisted of the following:

                                       Useful
                                        Lives       Amount
                                     ----------   ----------
Equipment                               3-5       $7,600,083
Furniture & fixtures                    5-7        1,538,437
                                                  ----------
Subtotal                                           9,138,520
Less: accumulated depreciation 
      and amortization                             3,514,561
                                                  ----------
Property  and  equipment,  net                    $5,623,959
                                                  ==========

Depreciation  expense for the three-month period ended March 31, 2005 amounts to
$431,382.

NOTE  D  -  LONG-TERM  DEBT  AND  NOTES  PAYABLE

Two  notes which amount to $7,862,250 ($6 million with Grand Bank and $1,862,250
with  Raster  Investments)  matured  on  March 31, 2005.  These notes are not in
default  and  the  terms have been extended for an additional six months.  Total
accrued  interest  on  the  notes  amount  to  $256,512.

On  March  4,  2005  unimproved  property  in  Davenport,  Florida  was sold for
$4,020,000  which  provided  profits of $1,069,920 and debt relief of $1,300,000
(note  payable  to  Emmitt  Foster  Trustee).

NOTE  E  -  NOTES  PAYABLE  -  RELATED  PARTIES

The  current  portion  of  notes  payable  to  related  parties  is  as follows:

James  Hay  Trustee                       $  56,000
Malcolm  Wright                              82,050
Peter  Webb                                 124,262
                                        -----------
Notes  payable  -  related  parties       $ 262,312
                                        ===========

Included  in Long-term debt and notes payable are debts and notes payable to the
following  related  parties:

Xpress  Ltd.                             $1,041,685
American  Leisure  Equities  Corp        10,432,791
Hickory  Travel  Services                   768,004
                                        -----------
Related  party  debt  and  notes        $12,242,480
                                        ===========

The  long-term  portion  of  notes  payable  owed  to  Hickory Travel Systems of
$768,004  is owed to the former minority shareholders of Hickory Travel Systems,
Inc.,  a  subsidiary  of  the  Company.  $209,004  of  such amount is owed to L.
William  Chiles,  a  Director  of  the  Company.

                                      -6-


NOTE  F  -  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 an amount equal
to  the  fair value of the Business ($16 million, established by an unaffiliated
investment-banking  firm,  calculated  on  a  going  concern  basis),  plus $1.5
million,  for  a  total  purchase  price  of  $17.5  million.

The  APA  has  been amended and it can be further amended through June 30, 2005.
The  original APA indicated that the Purchaser will pay the purchase price on or
before  June  30, 2005 through a combination of a number of different currencies
including but limited to the application of short term debt owed to the Company,
the  assumption of specific liabilities, the payment to certain AWT creditors on
behalf  of AWT and potentially certain preferred stock of the Company.  Pursuant
to  the  terms  of  the  APA,  the Seller  and the Purchaser have entered into a
Management  Agreement,  under which the Seller manages the Business on behalf of
the  Purchaser.  The  Seller  and  the  Purchaser  also  entered  into a License
Agreement,  under which the Purchaser granted 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.  The
amendment  has changed the consideration for the purchase price to a combination
of  1)  issuance  to  Seller  of  a note payable in the amount of $8,483,330, 2)
reduction  of  certain  amounts owed by the Seller to Purchaser in the amount of
$4,774,619  and  3)  the  assumption of certain liabilities of the Seller in the
amount  of  $4,242,051.  The  preferred  stock  issuance in the original APA was
retracted.  During  the  first  quarter, certain of the assets, to wit: doubtful
receivables,  pre-paids  and  security  deposits  were  transferred to Seller as
reduction of the note payable.  The note was further reduced by a set-off of the
amount  of the Accounts Receivable deemed received and retained by AWT.  AWT had
sold the Accounts Receivable to the Company on 12/31/04.  In lieu of segregating
and  remitting  the  payments  received  on  the  Accounts  Receivables, AWT was
permitted  to apply said amounts as a credit to the Company's note payable.  The
final  balance  due under the note payable will be ascertained on or before June
30,  2005.

The  excess  purchase  price  over  the  fair  value  of net tangible assets was
$12,585,435,  all  of  which  was  allocated  to goodwill.  No impairment of the
goodwill  amount  occurred  during  the  quarter  covered  by  this  report.

                                      -7-


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

                                                Total
                                           -------------
                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                  4,242,051
                Debt forgiven                  4,774,619
                Note issued                    8,483,330
                                           -------------
                Consideration              $  17,500,000
                                           =============

NOTE  G  -  RELATED  PARTY  TRANSACTIONS

The Company accrues salaries payable to Malcolm Wright in the amount of $500,000
per  year  (and  $250,000 per year in 2002 and 2003) with interest at 10%. As of
March  31, 2005, the amount of salaries payable accrued to Mr. Wright amounts to
$1,390,110.

The Company accrues director fees to each of its four (4) directors in an amount
of  $18,000 per year for their services as directors of the Company. No payments
of director fees were paid during the current quarter and the balance of accrued
director  fees  as  of  the end of the quarter covered by this report amounts to
$132,000.

Malcolm  Wright  is  the  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 Tierra Del Sol Resort. Pursuant to the 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 period
from  inception  through  March  31,  2005 the total costs plus fees amounted to
$5,639,975.

A  trust for the natural heirs of Malcolm Wright is the majority shareholders of
Xpress  Ltd.  ("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 1.5% 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 March 31, 2005 the total sales
amounted  to  approximately  $215,730,000.  As  a  result  of the sales, TDSR is
obligated  to  pay  Xpress  a  total  fee  of  $6,471,910. As of March 31, 2005,
$4,630,225 has been paid to Xpress and $1,041,685 remains unpaid and is included
in  Long-term  debt  and  notes  payable  (see  Note E regarding Notes payable -
Related  parties).

                                      -8-


NOTE H - RESTATEMENT

American  Leisure  has corrected its financial statements to include the accrual
of  dividends  on  its  preferred stock. American Leisure increased the carrying
value  of  the  preferred stock $3,273,370 and increased the accumulated deficit
$(3,273,370)  at March 31, 2005. The preferred stock dividend increased the loss
available  to common stockholders $(350,890) and $(275,969) for the three months
ended March 31, 2005 and 2004, respectively.

A summary of the restatement is as follows:





                                                             Increase                   As
                               As previously reported       (Decrease)               Restated
                              ------------------------  --------------------  ---------------------
                                                                               
At March 31, 2005
Balance sheet:
  Additional paid-in capital  $            15,442,693   $         3,273,370   $         18,716,063 
  Accumulated deficit         $            (9,926,824)  $        (3,273,370)  $        (13,200,194)

Three months ended
  March 31, 2005:
  Statements of Operations:
    Preferred stock dividend  $                     -   $          (350,890)  $           (350,890)
    Net loss available to
      common stockholders     $              (554,183)  $          (350,890)  $           (905,073)

Three months ended
  March 31, 2004:
  Statements of Operations:
    Preferred stock dividend  $                     -   $          (275,969)  $           (275,969)
    Net loss available to
      common stockholders     $              (752,384)  $          (275,969)  $         (1,028,353)



                                      -9-


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     All statements in this discussion and elsewhere in this report 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  under the heading "Risk Factors."  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.

OVERVIEW
--------

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

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

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

                                      -10-


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

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

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

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

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

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

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

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

                                      -11-


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

RECENT  EVENTS

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

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

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

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

KNOWN  TRENDS,  EVENTS,  AND  UNCERTAINTIES

     We expect to experience seasonal fluctuations in our gross revenues and net
earnings.  This  seasonality may cause significant fluctuations in our quarterly
operating results. In addition, other material fluctuations in operating results
may  occur  due  to the timing of development of certain projects and our use of
the  completed contracts method of accounting with respect thereto. Furthermore,
costs  associated  with  the  acquisition  and  development of vacation resorts,
including  carrying  costs  such  as  interest  and  taxes,  are  capitalized as
inventory  and  will  be allocated to cost of real estate sold as the respective
revenues  are  recognized. We intend to continue to invest in projects that will
require  substantial  development  and  significant  amounts  of capital funding
during  2005  and  in  the  years  ahead.

                                      -12-


CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

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

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

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

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

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

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

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

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

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

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

     Goodwill
     --------

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

                                      -13-


RESULTS  OF  OPERATIONS

Three  Months ended March 31, 2005 Compared to Three Months Ended March 31, 2004
--------------------------------------------------------------------------------

     Revenue  increased  $1,489,009, or 125%, to $2,675,674 for the three months
ended  March 31, 2005, as compared to revenue of $1,186,665 for the three months
ended  March  31,  2004.  The  increase in revenue was primarily attributable to
$1,100,000  from  the  sale  of  land  in  Davenport,  Florida.

     Depreciation  and  amortization  expenses  increased  $211,310,  or 96%, to
$431,382  for the three months ended March 31, 2005, as compared to depreciation
and amortization expenses of $220,072 for the three months ended March 31, 2004.
The  increase  in  depreciation  and  amortization  expenses  was  primarily
attributable to the call center and TraveLeaders.  We opened the call center and
acquired  TraveLeaders  in  the  fourth  quarter  of  2004.

     General  and  administrative  expenses  increased  $430,690,  or  22%,  to
$2,405,156 for the three months ended March 31, 2005, as compared to general and
administrative expenses of $1,974,466 for the three months ended March 31, 2004.
The  increase  in general and administrative expenses was primarily attributable
to  refurbishment  and  start-up of the call center and other telecommunications
operations.

     Loss  from operations decreased $847,009, or 84%, to $160,864 for the three
months ended March 31, 2005, as compared to a loss from operations of $1,007,873
for the three months ended March 31, 2004.  The decrease in loss from operations
was  largely  due  to  the  sale  of land and the resulting increase in revenue.

     We  had interest expense of $393,319 for three months ended March 31, 2005.
During  the  period  from December 2003 to December 2004, we received a total of
$11,505,000  of  convertible  debt  financing  from  Stanford  Venture  Capital
Holdings,  Inc.  ("Stanford").  The  increase  in interest expense is due to the
debt  financing  that  we  received  from  Stanford.

     We  did  not  have income or loss attributable to minority interest for the
three  months  ended  March  31,  2005,  as  compared  to income attributable to
minority interest of $256,624 for the three months ended March 31, 2004.

     Loss  before  income  taxes decreased $197,066, or 26%, to $554,183 for the
three  months  ended  March 31, 2005, as compared to loss before income taxes of
$751,249  for the three months ended March 31, 2004. The decrease in loss before
income  taxes was largely due to the sale land and the resulting increase in our
revenue.

     We  did  not record a provision for income taxes for the three months ended
March 31, 2005. We recorded a provision for income taxes of $1,135 for the three
months  ended March 31, 2004. Although we have net operating loss carry-forwards
that may be used to offset future taxable income and generally expire in varying
amounts  through  2024,  no  tax  benefit  has  been  reported  in the financial
statements.

     Net loss decreased $198,201, or 26%, to $554,183 for the three months ended
March  31,  2005, as compared to net loss of $752,384 for the three months ended
March  31,  2004.  The  decrease  in net loss and basic and diluted net loss per
share  was  largely  due  to  the sale of land and the resulting increase in our
revenue.

     We  accrued preferred stock dividend of $350,890 for the three months ended
March  31,  2005,  as  compared  to preferred stock dividend of $275,969 for the
three months ended March 31, 2004.

                                      -14-


     Net  loss  available  to common stockholders decreased $123,280, or 12%, to
$905,073  with  basic  and  diluted  net  loss  per  share  available  to common
stockholders  of $0.09 for the three months ended March 31, 2005, as compared to
net  loss  of  $1,028,353 with basic and diluted net loss per share available to
common  stockholders  of  $0.13  for  the three months ended March 31, 2004. The
decrease  in  net  loss  and  basic  and diluted net loss per share available to
common  stockholders  was  largely  due  to  the  sale of land and the resulting
increase in our revenue.

          We had an accumulated deficit of $13,200,194 as of March 31, 2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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

     We  had  total  current  assets  of  $3,185,174 as of March 31, 2005, which
consisted  of  cash  of  $1,767,769,  accounts receivable of $1,079,308, prepaid
expenses and other of $267,843, and note receivable of $70,254.

     We  had total current liabilities of $13,621,422 as of March 31 2005, which
consisted  of  current  maturities  of  long-term  debt  and  notes  payable  of
$9,302,704,  accounts  payable  and  accrued  expenses  of  $2,007,621,  accrued
expenses  to  officers  of $1,518,110, shareholder advances of $393,559 of which
approximately  $209,004  was  owed  to  a  director, current maturities of notes
payable  to  related parties of $262,312 of which approximately $82,050 was owed
to our CEO/director, other current liabilities of $96,616, and customer deposits
of  $40,500.  We  anticipate the closing of a construction and land loan for the
Sonesta  Orlando  Resort  at Tierra del Sol during the third quarter of 2005, of
which  there  can  be  no  assurance.  In  the  event  that we close the loan as
anticipated, we intend to pay off current maturities of long-term debt and notes
payable of $9,302,704.

     We  had  negative  net working capital of $10,436,248 as of March 31, 2005.
The ratio of total current assets to total current liabilities was approximately
23%  as  of  March  31, 2005. That ratio will improve upon the retirement of our
short-term debts as of the closing of the construction loan referred to above.

                                      -15-


     Net  cash  used in operating activities was $3,891,814 for the three months
ended  March  31, 2005, as compared to net cash provided by operating activities
of  $756,335 for the three months ended March 31, 2004. The change from net cash
provided  by  operating  activities to net cash used in operating activities was
attributable  to a net loss of $554,183, an increase in prepaid and other assets
of  $1,388,560,  and an increase in prepaid commissions of $1,157,752 which were
primarily  offset  by an increase in deposits on unit pre-sales of $2,867,598, a
decrease  in  accounts payable and accrued expenses of $4,231,662, a decrease in
customer  deposits of $2,712,035 and a decrease in receivables of $2,460,079 for
the three months ended March 31, 2005.

     Net  cash  used in investing activities decreased $2,570,171 to $49,757 for
the three months ended March 31, 2005, as compared to net cash used in investing
activities of $2,619,928 for the three months ended March 31, 2004. The decrease
was  a  result  of a decrease in capitalization of real estate carrying costs to
$49,757  for  the three months ended March 31, 2005, from $733,643 for the three
months ended March 31, 2004, a decrease in security deposits and other to $0 for
the  three months ended March 31, 2005, from $970,429 for the three months ended
March  31,  2004,  a decrease in advances to Around The World Travel, Inc. to $0
for  the  three  months ended March 31, 2005, from $808,487 for the three months
ended  March  31,  2004, and a decrease in acquisition of fixed assets to $0 for
the  three months ended March 31, 2005, from $107,369 for the three months ended
March 31, 2004.

     Net  cash  provided  by  financing  activities  increased  $1,977,018  to
$3,443,298  for  the  three months ended March 31, 2005, as compared to net cash
provided  by financing activities of $1,466,280 for the three months ended March
31, 2004. The increase was due to proceeds from debt of $6,391,615 from Stanford
that  was  offset  by  a payment of debt of $1,300,000 that was retired upon the
sale  of  the  land  in  Davenport,  Florida  and payments to related parties of
$1,648,317 for the three months ended March 31, 2005.

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

     At  March  31,  2005,  we  had outstanding principal balance of $11,605,000
under  our  three  credit  facilities  with  Stanford.  Our  $6,000,000  secured
revolving credit facility with Stanford bears interest at a fixed rate of 6% per
annum payable quarterly in arrears and matures on December 18, 2008. At the sole
election  of the lender, any amount outstanding under the credit facility may be
converted  into  shares  of our common stock at a conversion price of $15.00 per
share. The $6,000,000 credit facility is guaranteed by Malcolm Wright, our chief
executive  officer  and  is  secured by a second mortgage on our Sonesta Orlando
Resort property, including all fixtures and personal property located on or used
in  connection  with  these  properties,  and  all of the issued and outstanding
capital  stock and assets of two of our subsidiaries, American Leisure Marketing
& Technology, Inc. and Caribbean Leisure Marketing Limited.

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

                                      -16-


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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

RISK  FACTORS

RISKS  RELATING  TO  OUR  CAPITAL  AND  LIQUIDITY  NEEDS

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

     Since  our inception, we have been assembling our Travel Division including
the  acquisition  of  Hickory in October 2003 and TraveLeaders in December 2004,
planning  The  Sonesta  Orlando  Resort  at Tierra del Sol, building travel club
membership  databases,  and assembling our management team. We have incurred net
operating  losses  since  our  inception.  As  of  March  31,  2005,  we  had an
accumulated  deficit  of  $13,200,194.

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

     Our  costs of establishing our business models for both the Travel Division
and  the  Resort  Development  Division,  including  acquisitions  and  the  due
diligence costs of that process, together with the un-financed development costs
incurred  in  the  Resort  Development  Division  requires  significant capital.

                                      -17-


Historically,  our sources for capital have been through loans from our founding
and  majority  shareholders  as  well  as  from  loans from our capital partner,
Stanford.  If  we are unable to generate enough operating revenue to satisfy our
capital  needs or we cannot obtain future capital from our founding and majority
shareholders  or  from  Stanford,  it will have a material adverse effect on our
financial  condition  and  results  of  operation.

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

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

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

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

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

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

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

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

                                      -18-


RISKS  RELATED  TO  OUR  RESORT  DEVELOPMENT  DIVISION

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

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

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

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

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

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

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

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

                                      -19-


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

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

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

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

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

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

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

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

                                      -20-


RISKS  RELATED  TO  OUR  TRAVEL  DIVISION

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

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

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

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

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

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

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

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

                                      -21-


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

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

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

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

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

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

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

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

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

                                      -22-


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

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

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

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

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

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

RISKS  RELATED  TO  OUR  COMMUNICATIONS  DIVISION

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

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

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

     The  technologies  or  services developed by our competitors may render our
products or services non competitive or obsolete.  We may not be able to develop

                                      -23-


and  market  any  commercially  successful  new  services  or products.  We have
considered  integrating  and automating our customer support capabilities, which
we  expect  would  decrease  costs  by  a  greater  amount  than any decrease in
revenues;  however,  we  could  be  wrong  in these expectations. Our failure to
maintain  our technological capabilities or respond effectively to technological
changes  could  have  a  material  adverse  effect  on  our business, results of
operations  or  financial  condition.

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

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

RISKS  RELATING  TO  OUR  COMMON  STOCK

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

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

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

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

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

     In  the past, to obtain additional financing, we have modified the terms of
our warrant agreements to lower the exercise price per share to $.001 from $5.00
with  respect  to warrants to purchase 100,000 shares of our common stock and to

                                      -24-


$.001  from  $2.96  with respect to warrants to purchase 1,350,000 shares of our
common  stock.  We  are  currently  in  need  of additional financing and may be
required  to  lower  the  exercise  price  of  our  existing  warrants  or issue
additional  warrants  in  connection  with  future  financing  arrangements.
Re-pricing  of  our  warrants and issuing additional warrants has caused and may
cause  additional  dilution  to  our  existing  shareholders.

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

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

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

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

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

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

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

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

                                      -25-


ITEM  3.     CONTROLS  AND  PROCEDURES.

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

     Changes  in  internal  control  over  financial  reporting.  There  were no
significant  changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

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

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

                                      -26-


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

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

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

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

                                      -27-


     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  2.     UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

     In  February  2005, the Company granted warrants to Charles J. Fernandez to
purchase  100,000 shares of common stock at an exercise price of $1.02 per share
for  services  rendered.   Mr.  Fernandez  currently  serves  on  the  Company's
advisory board providing the Company with general corporate and business advice.
Mr.  Fernandez  is  also a director nominee.  Warrants to purchase 50,000 shares
vested  immediately to Mr. Fernandez.  Warrants to purchase the remaining 50,000
shares  would vest in equal amounts to Mr. Fernandez on his next two anniversary
dates  as  a  director  or  advisor  provided  he  remains in such service.  Mr.
Fernandez may exercise the warrants for a period of five years beginning on such
vesting  dates.  The  Company  claims an exemption from registration afforded by
Section  4(2)  of  the Act since the foregoing 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.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

None.

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

None.

ITEM  5.     OTHER  INFORMATION.

RELATED  PARTY  TRANSACTIONS

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

     We  accrue  $500,000  per  year as salary payable to Malcolm J. Wright, our
Chief  Executive Officer.  Prior to 2004, we accrued $250,000 per year as salary
payable  to Mr. Wright.  We accrue interest at a rate of 12% compounded annually
on the salary owed to Mr. Wright.  As of March 31, 2005, the aggregate amount of
salary  payable and accrued interest owed to Mr. Wright was $1,390,110.  We also
accrue  $100,000  per year as salary payable to L. William Chiles, a director of
the  Company  and  the President of Hickory, for his services, and interest at a
rate  of  12%  compounded annually beginning in 2005.  As of March 31, 2005, the
aggregate  amount  of salary payable and accrued interest owed to Mr. Chiles was
$128,000.

     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 three months ended
March  31, 2005, we accrued directors' fees for four directors; however, Gillian
Wright  resigned as a director on February 1, 2005. As of March 31, 2005, we had
accrued an aggregate amount of directors' fees of $132,000.

                                      -28-


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

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

     Malcolm J. Wright is the President and 81% majority shareholder of American
Leisure  Real  Estate  Group,  Inc.  On  November  3,  2003,  we entered into an
exclusive  development  agreement  with  American  Leisure  Real Estate Group to
provide  development  services for the development of The Sonesta Orlando Resort
at Tierra del Sol. Pursuant to this development agreement, it is responsible for
all  development  logistics  and we are obligated to reimburse it for all of its
costs  and to pay it a development fee in the amount of 4% of the total costs of
the project paid by it. As of March 31, 2005, it had administered operations and
paid  bills  in  the  amount  of  $5,639,975  and  received  a  fee  of  4%  (or
approximately $225,599) under the development agreement.

     Malcolm  J.  Wright and members of his family are the majority shareholders
of  Xpress  Ltd.,  a  company  that  has  experience marketing vacation homes in
Europe.  On  November  3, 2003, we entered into an exclusive sales and marketing
agreement  with Xpress to sell the units in The Sonesta Orlando Resort at Tierra
del  Sol  being  developed by us. This agreement provides for a sales fee in the
amount  of  3%  of the total sales prices received by us plus a marketing fee of

                                      -29-


1.5%.  Pursuant  to  the  terms  of  the agreement, one-half of the sales fee is
payable  upon  entering into a sales contract (with deposits paid as required by
the  sales  contract)  for  a  unit in the resort and the other half is due upon
closing  the  sale.  During  the  period since the contract was entered into and
ended  March  31, 2005, the total sales made by Xpress amounted to approximately
$215,730,333. As a result of the sales, we are currently obligated to pay Xpress
a  sales  fee  of approximately $3,235,955 and a marketing fee of $3,235,955. We
will  be  obligated to pay Xpress the remaining sales fee upon closing the sales
of  the  units.  As  of  March 31, 2005, we have paid Xpress $3,505,748 of cash,
issued  Xpress  120,000 shares of Series A Preferred Stock valued at $1,200,000,
and transferred to Xpress a 1913 Benz automobile valued at $500,000.

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

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

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

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

     In  March  2005, we closed on the sale of 13.5 acres of commercial property
in  Davenport,  Polk County, Florida at the corner of U.S. Hwy. 27 and Sand Mine
Road.  The  property  was  sold  for $4,020,000. We paid-off secured debt on the
property  of  $1,300,000  plus accrued interest and other costs. We used the net
proceeds  for  working capital and to pay $1.948,411 of notes payable to related
parties attributable to the acquisition and retention of the property.

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

                                      -30-


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
-----------     ----------------------

2.1 (1)     Stock Purchase Agreement

3.1 (2)     Articles of Incorporation

3.2 (3)     Amended and Restated Bylaws

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

10.13 (6)   Mortgage Modification and Restatement Agreement between Tierra Del 
            Sol Resort Inc., formerly Sunstone Golf Resort, Inc. ("TDSR") and 
            Stanford dated December18, 2003

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.28 (9)   Assignment Agreement for Security for Galileo Notes

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

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

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

                                      -31-


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -32-


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

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

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

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

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

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

16.4 (11)   Letter from Charles Smith

16.5 (11)   Letter from Marc Lumer & Company

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

16.7 (12)   Letter from Malone & Bailey, PLLC

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

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

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

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

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

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

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

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

*     Filed  herein.
(1)  Filed  as  Exhibit  2.1  to  the  Registrant's  Form  8-K on June 28, 2002,
     and incorporated herein by reference.
(2)  Filed  as  Exhibit  3.1  to  the  Registrant's  Form  SB-1  on  October 20,
     2000, and incorporated herein by reference.
(3)  Filed  as  Exhibits  3.4,  3.1,  3.2, 3.3, 10.2, and 16.1, respectively, to
     the Registrant's Form 10-QSB on August 19, 2002, and incorporated herein by
     reference.
(4)  Filed  as  Exhibit  16.1  to  the  Registrant's  Form  8-K on May 23, 2003,
     and incorporated herein by reference.
(5)  Filed  as  Exhibits  99.2,  99.1,  99.3,  99.5,  99.6,  99.7,  99.8,  99.9,
     99.10  and  99.11, respectively, to the Registrant's Form 10-KSB on May 23,
     2003, and incorporated herein by reference.
(6)  Filed  as  Exhibits  99.1,  99.2,  99.3,  99.4,  99.7,  99.8,  99.9, 99.10,
     99.11  and  99.5,  respectively,  to  the Registrant's Form 8-K on April 1,
     2004, and incorporated herein by reference.
(7)  Filed  as  Exhibits  99.11,  99.12  and  99.13,  respectively,  to  the
     Registrant's  Form  10-QSB  on  May  25,  2004,  and incorporated herein by
     reference.
(8)  Filed  as  Exhibit  99.1  to  the Registrant's Form 10-KSB on May 21, 2004,
     and incorporated herein by reference.
(9)  Filed  as  Exhibits  99.1  and  99.2,  respectively,  to  the  Registrant's
     Form 8-K on April 6, 2004, and incorporated herein by reference.
(10) Filed  as  Exhibits  3.1,  10.1,  10.2,  10.3,  10.4,  10.5  and  99.2,
     respectively,  to the Registrant's Forms 8-K/A filed on August 6, 2004, and
     incorporated herein by reference.
(11) Filed  as  Exhibits  16.2,  16.3,  16.4  and  16.5,  respectively,  to  the
     Registrant's  Forms 8-K/A filed on August 18, 2004, and incorporated herein
     by reference.
(12) Filed  as  Exhibit  16.1  to  the Registrant's Form 8-K on August 18, 2004,
     and incorporated herein by reference.
(13) Filed  as  Exhibit  10.6  to  the  Registrant's  Form  10-QSB on August 20,
     2004, and incorporated herein by reference.
(14) Filed  as  Exhibit  10.6  to  the Registrant's Form 10-QSB/A on December 8,
     2004, and incorporated herein by reference.
(15) Filed  as  Exhibit  10.1  to  the Registrant's Form 8-K on January 6, 2005,
     and incorporated herein by reference.
(16) Filed  as  Exhibit  10.1  to  the  Registrant's  Form  8-K  on  February 2,
     2005, and incorporated herein by reference.

                                      -33-


(17) Filed  as  Exhibits  10.1,  10.2,  10.3  and  10.4,  respectively,  to  the
     Registrant's  Form  8-K  on  March  14,  2005,  and  incorporated herein by
     reference.
(18) Filed  as  Exhibits  4.6,  10.29,  10.30,  10.31,  10.32, 10.33, and 10.34,
     respectively,  to  the  Registrant's  Form  10-KSB  on  March 31, 2005, and
     incorporated herein by reference.
(19) Filed  as  Exhibit  16.2  to  the  Registrant's Form 8-K on March 28, 2005,
     and incorporated herein by reference.
(20) Filed  as  Exhibits  4.5,  10.43  and  10.44,  respectively  to  the
     Registrant's  Form  10-QSB  on  May  23,  2005,  and incorporated herein by
     reference.
(21) Filed  as  Exhibits  10.45,  10.46,  10.47,  10.48,  10.49,  10.50,  10.51,
     10.52,  10.53,  10.60,  10.61,  10.62, 10.63 and 23.1, respectively, to the
     Registrant's  Form  SB-2  on  June  30,  2005,  and  incorporated herein by
     reference.
(22) To  be  filed  as  Exhibits  10.54,  10.55,  10.56, 10.57, 10.58 and 10.59,
     respectively, to the Registrant's Form SB-2/A in the next few days.
(23) Included  in  Exhibit  5.1  filed  with  the Registrant's Form SB-2 on June
     30, 2005, and incorporated herein by reference.

REPORTS ON FORM 8-K

     We  filed  the  following seven (7) reports on Form 8-K with the Commission
during  the  quarter  for  which  this  report  is  filed:

(1)  Report  of  Form  8-K  filed  on January 6, 2005, to report the acquisition
     of  TraveLeaders  and  the  authorization  of  150,000  shares  of Series F
     Preferred Stock.
(2)  Report  of  Form  8-K  filed  on  January  13, 2005, to report the material
     terms  of  our  agreement  with  Stanford  for  $1.25 million of additional
     financing and the creation of a direct financial obligation therewith.
(3)  Report  of  Form  8-K/A  filed  on  January  13,  2005,  to  correct  the
     disclosure  under  the  section  entitled  "Item 1.01 Entry Into A Material
     Definitive  Agreement" of the Form 8-K filed with the Commission on January
     6,  2005,  and listed in (1), above. We are not assuming any liabilities in
     connection  with  litigation  matters  of  Around  The  World Travel, Inc.,
     including,  but  not  limited  to lawsuits against Around The World Travel,
     Inc. filed by Seamless Technologies, Inc. or Peter Hairston.
(4)  Report  of  Form  8-K  filed  on  February  2, 2005, to report the material
     terms  of  an operating agreement and related agreements with Sonesta which
     delegates  to Sonesta substantially all of the hospitality responsibilities
     within  the  management  of  the  Sonesta  Orlando Resort, which we plan to
     construct.
(5)  Report  of  Form  8-K  filed  on  February  15,  2005,  to  report  the
     resignation  of  a  Director,  and  the nomination of new Directors to fill
     vacancies  created  by  such  resignation  and an increase in the number of
     directors from four to nine.
(6)  Report  of  Form  8-K  filed  on  March  14,  2005,  to report the material
     terms  of a sale of approximately 13.67 acres of unimproved land located in
     Davenport, Florida.
(7)  Report  of  Form  8-K  filed  on  March  28,  2005,  to  report a change in
     accountants that was effective August 25, 2004.

                                      -34-


                                   SIGNATURES

     In  accordance  with  the  requirements 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
                                           Chief Financial Officer
                                    Date:  July  22,  2005


                                      -35-