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

                                  FORM 10-QSB

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

                                 For the quarterly period ended June 30, 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 August 9, 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]



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.



                        AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                   CONSOLIDATED BALANCE SHEETS
                      AS OF JUNE 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

                                                                    JUNE 30, 2005    DECEMBER 31, 2004
                                                                  -----------------  -----------------
                                                                       UNAUDITED          AUDITED
                                                                                       
ASSETS
CURRENT ASSETS:
    Cash                                                             $  1,857,918       $ 2,266,042 
    Cash - Restricted                                                   4,649,377                 0 
    Accounts receivable, net                                              762,212         3,539,387 
    Note receivable                                                        76,755           113,000 
    Prepaid expenses and other                                            725,373            51,460 
    Other Current Assets                                                        0            30,476 
                                                                  -----------------  -----------------
             Total Current Assets                                       8,071,635         6,000,365 
                                                                  -----------------  -----------------


PROPERTY AND EQUIPMENT, NET                                             5,352,149         6,088,500 
                                                                  -----------------  -----------------

LAND HELD FOR DEVELOPMENT                                              28,686,579        23,448,214 
                                                                  -----------------  -----------------

OTHER ASSETS
    Prepaid Sales Commissions                                           7,365,517         5,966,504 
    Prepaid Sales Commissions - affiliated entity                       3,643,695         2,665,387 
    Investment-Senior Notes                                             5,170,000         5,170,000 
    Goodwill                                                           14,425,437        14,425,437 
    Trademark                                                           1,000,794         1,000,000 
    Other                                                                 594,246         2,637,574 
                                                                  -----------------  -----------------
             Total Other Assets                                        32,199,689        31,864,902 
                                                                  -----------------  -----------------

TOTAL ASSETS                                                         $ 74,310,052       $67,401,981 
                                                                  =================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable          $  8,613,354       $ 9,605,235 
     Current maturities of notes payable-related parties                1,033,216         1,910,629 
     Accounts payable and accrued expenses                              2,694,954         5,618,973 
     Accrued expenses - officers                                        1,624,083         1,355,000 
     Customer deposits                                                          0         2,752,535 
     Other                                                                140,915         2,332,886 
     Shareholder advances                                                       0           273,312 
                                                                  -----------------  -----------------
             Total Current Liabilities                                 14,106,522        23,848,570 

Long-term debt and notes payable                                       27,415,853        20,600,062 
Deposits on unit pre-sales                                             28,641,009        16,669,347 
                                                                  -----------------  -----------------
             Total liabilities                                         70,163,384        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
       June 30, 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
       June 30, 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
       June 30, 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
       June 30, 2005 and December 31, 2004                                     24                24 
     Preferred stock; 150,000 shares authorized; $.01 par value;
       1,936 and 0 Series "F" shares issued and outstanding at
       June 30, 2005 and December 31, 2004                                      0                19 
     Common stock, $.001 par value; 100,000,000 shares authorized;
       10,137,974 and 9,977,974 shares issued and outstanding at
       June 30, 2005 and December 31, 2004                                 10,138             9,978 

     Additional paid-in capital                                        15,442,693        15,636,322 

     Accumulated deficit                                              (11,316,487)       (9,372,641)
                                                                  -----------------  -----------------
             Total Stockholders' Equity                                 4,146,668         6,284,002 
                                                                  -----------------  -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 74,310,052       $67,401,981 
                                                                  =================  =================







                                       AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                             SIX MONTHS ENDED JUNE 30, 2005 AND 2004




                                                SIX MONTHS ENDED   SIX MONTHS ENDED  THREE MONTHS ENDED  THREE MONTHS ENDED
                                                  JUNE 30, 2005      June 30, 2004     June 30, 2005       June 30, 2004
                                                   ------------      ------------      ------------        ------------
                                                    UNAUDITED          UNAUDITED         UNAUDITED           UNAUDITED
                                                                                                     
Revenue                                            $ 4,498,920        $ 2,344,947       $ 1,823,246        $ 1,158,282 

Operating Expenses:
    Depreciation and amortization                     (813,927)          (442,992)         (382,545)          (222,920)
    General and administrative expenses             (4,677,198)        (3,782,683)       (2,272,042)        (1,880,181)
                                                   ------------       ------------      ------------       ------------


Loss from Operations                                  (992,205)        (1,880,728)         (831,341)          (944,819)

Interest Expense                                      (736,845)          (192,072)         (343,526)          (120,108)

Minority Interest                                            -            484,286                 -            227,662 

Equity in operations of unconsolidated affiliate      (214,795)                 -          (160,849)                 - 

Total Other Income (Expense)                          (951,640)           292,214          (504,375)           107,554 
                                                   ------------       ------------      ------------       ------------

Loss before Income Taxes                            (1,943,845)        (1,588,514)       (1,335,716)          (837,265)

PROVISIONS FOR INCOME TAXES                                  -             (3,870)                -             (1,135)
                                                   ------------       ------------      ------------       ------------

NET LOSS                                           $(1,943,845)       $(1,592,384)      $(1,335,716)       $  (838,400)
                                                   ============       ============      ============       ============

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                                  (0.26)             (0.28)            (0.17)             (0.14)
                                                   ============       ============      ============       ============

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                             10,001,841          7,759,642        10,025,447          7,888,324 
                                                   ============       ============      ============       ============






                           AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                SIX MONTHS ENDED JUNE 30, 2005 AND 2004

                                                                        SIX MONTHS ENDED  SIX MONTHS ENDED 
                                                                          JUNE 30, 2005    JUNE 30, 2004
                                                                            ------------   ------------
                                                                             UNAUDITED       UNAUDITED
                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                             $(1,943,845)  $(1,592,384)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                                      813,927       442,992 
             Non-cash interest expense                                          736,845             - 
             Loss on Sale of AVR                                                      -       113,529 
             Gain on settlement of litigation                                         -      (145,614)
          Changes in assets and liabilities:
             Decrease in receivables                                          2,777,175     1,382,250 
             Decrease (Increase) in prepaid and other assets                  1,435,342       (58,630)
             Increase in advances receivable                                          -      (101,864)
             Increase in prepaid commissions                                 (2,377,321)            - 
             Increase (Decrease) in shareholder advances & notes payable        141,635      (101,864)
             Increase (Decrease) in deposits on unit pre-sales               11,971,662    (5,947,214)
             Decrease (Increase) in customer deposits                        (2,752,535)    7,251,917 
             Decrease (Increase) in accounts payable and accrued expenses    (5,015,865)       16,221 
                                                                            ------------  ------------

             Net cash provided by (used in) operating activities              5,787,020     1,259,339 
                                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of AWT Assets                                               10,602,635             - 
     Investment in non-marketable securities                                          -        (5,250)
     Investment in non-consolidated subsidiaries                                      -       (20,427)
     Increase in notes receivable                                                     -    (2,114,020)
     Acquisition of fixed assets                                                (77,576)     (212,205)
     Capitalization of real estate carrying costs                            (5,238,206)   (1,802,526)
                                                                            ------------  ------------

             Net cash used in investing activities                            5,286,853    (4,154,428)
                                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of debt                                                         (6,114,651)            - 
     Proceeds from notes payable                                                      -     5,516,169 
     Payments of notes payable - related parties                               (717,969)     (552,504)
     Proceeds from sale of securities                                                 -           600 
     Proceeds from shareholder advances                                               -      (387,191)
                                                                            ------------  ------------

             Net cash provided by financing activities                       (6,832,620)    4,577,074 
                                                                            ------------  ------------

             Net decrease in cash                                             4,241,253     1,681,985 

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

CASH AT END OF PERIOD                                                       $ 6,507,295   $ 2,416,837 
                                                                            ============  ============

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                 $   696,065   $   360,000 
                                                                            ============  ============
     Cash paid for income taxes                                             $         -   $         - 
                                                                            ============  ============





NOTES TO FINANCIAL STATEMENTS
June 30, 2005

NOTE A - PRESENTATION

The balance sheets of the Company as of June 30, 2005 and December 31, 2004, the
related consolidated statements of operations for the six and three months ended
June  30,  2005  and 2004, and the consolidated statements of cash flows for the
six  months ended June 30, 2005 and 2004, (the financial statements) include all
adjustments (consisting of normal, recurring adjustments) necessary to summarize
fairly  the  Company's financial position and results of operations. The results
of  operations  for  the  six  months  ended  June  30, 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 restated Financial
Statements  and  notes thereto included in the Company's December 31, 2004, Form
10-KSB/A, Amendment No. 2, the Company's March 31, 2005 Form 10-QSB/A, Amendment
No. 1 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 on the equity 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.



NOTE C - PROPERTY AND EQUIPMENT, NET

As of June 30, 2005, property and equipment consisted of the following:

                                          Useful
                                           Lives          Amount
                                        ----------      ----------
Equipment                                   3-5         $7,655,203
Furniture & fixtures                        5-7          1,578,861
                                                        ----------
Subtotal                                                 9,234,064
Less: accumulated depreciation and amortization          3,881,915
                                                        ----------
Property and equipment, net                             $5,352,149
                                                        ==========

Depreciation  expense  for  the  six-month and three-month period ended June 30,
2005 amounts to $813,927 and $382,545 respectively.

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 $431,936.

NOTE E - NOTES PAYABLE - RELATED PARTIES

The Current maturities of notes payable - related parties is as follows:

        Xpress Ltd                                   $ 522,145
        Officers of Hickory Travel Services            374,445
        Malcolm Wright                                  12,364
        Peter Webb                                     124,262
                                                   -----------
        Notes payable - related parties             $1,033,216
                                                   ===========

The  current  portion  of notes payable includes amounts owed to the officers of
Hickory  Travel  Systems,  Inc.,  a  subsidiary  of the Company in the amount of
$374,445.  $222,892  of  such amount is owed to L. William Chiles, a Director of
the Company.

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

          Officers of Hickory Travel Services          $589,947
                                                 --------------
          Related party debt and notes                 $589,947
                                                 ==============

The  long-term portion of notes payable includes amounts owed to the officers of
Hickory  Travel  Systems,  Inc.,  a  subsidiary  of the Company in the amount of
$589,947.  $209,004  of  such amount is owed to L. William Chiles, a Director of
the Company.



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 operating 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. On the date of acquisition
the  company  impaired  the  value  of  the  acquired  assets  in  the amount of
$1,500,000 resulting in total assets acquired of $16,000,000.

The  APA  was  amended  on  March  31, 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  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
Series  F preferred stock issuance in the original APA was cancelled. During the
first  quarter,  certain  of  the  assets,  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  December  31, 2004. 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 balance due
under  the  note  payable, as determined on June 30, 2005, by application of the
known  credits  for  accounts  receivable  and  other  authorized  offsets  is
$6,356,740. The note provides for the right of the holder (Purchaser) to set off
any  sums  incurred  by  the  holder (Purchaser) for the business affairs of the
maker  (Seller)  and  any  cash  advances  made  by  holder (Purchaser) to maker
(Seller) outside of the amortization schedule.

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.



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              4,424,051
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 12%. As of
June  30,  2005,  the  amount  of  salaries  payable  accrued  to Mr. Wright was
$1,418,750.

The  Company  accrued  director  fees  to  each of its three (3) 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 $145,500.

Malcolm  Wright  is  the  majority  shareholder  of American Leisure Real Estate
Group,  Inc. (ALRG). On November 3, 2003 Tierra Del Sol Resort, Inc. ("TDSR"), a
wholly-owned  subsidiary  of  American  Leisure,  entered  into  an  exclusive
Development  Agreement  with  ALRG  to  provide  development  services  for  the
development  of  The  Sonesta  Orlando Resort at Tierra del Sol. 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 June 30, 2005 the total costs
plus fees amounted to $6,427,706.

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 3% of the total
sales  prices  received by TDSR payable in two installments: one-half of the fee
is  paid  when  the  rescission period has elapsed in a unit sales agreement and
one-half  is  paid  upon the conveyance of the unit. The agreement also provides
for  a  marketing  fee  of  1.5% of the total sales prices received by TDSR. The
marketing  fee  is  paid when the first segment of the sales fee is paid. During
the period since the contract was entered into and ended June 30, 2005 the total
sales  amounted to approximately $242,912,970. As a result of the sales, TDSR is
currently  obligated  to  pay  Xpress  a total fee of $7,287,389. As of June 30,
2005,  $6,765,244  has  been  paid  to Xpress and $522,145 remains unpaid and is
included  in  Current  maturities of notes payable - related parties (see Note E
regarding  Notes  payable - Related parties). Based on the sales contracts as of
June  30,  2005, TDSR will be obligated to pay Xpress $3,643,694, the other half
of the sales fee, upon the conveyance of the units.



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




  Description                  Six months   Six months  Three months  Three months
                                 ended        ended        ended        ended
                               6/30/2005    6/30/2004    6/30/2005    6/30/2004
                              -----------  -----------  -----------  -----------
                                                            
NET LOSS (as reported)        (1,943,845)  (1,592,384)  (1,335,716)    (838,400)

UNDECLARED PREFERRED
STOCK DIVIDEND                  (701,780)    (551,938)    (350,890)    (275,969)
                              -----------  -----------  -----------  -----------

NET LOSS AFTER PREFERRED
STOCK DIVIDEND                (2,645,625)  (2,144,322)  (1,686,606)  (1,114,369)

NET INCOME (LOSS) PER SHARE
    BASIC AND DILUTED              (0.26)       (0.28)       (0.17)       (0.14)


NOTE I - SUBSEQUENT EVENTS

On  August 16, 2005, TDSR received two commitments from KeyBank, N.A. for credit
facilities  that  will  be  used for the development of TDSR Phase I. One credit
facility  provides  $96.6  million  for  a  term  of  twenty-four  months  as  a
development loan at 275 basis points over the 30-day LIBOR. An additional credit
facility  provides  $14.85  million for a term of eighteen months as a land loan
secured  by Phase II at 310 basis points over the 30-day LIBOR. The total credit
facility amounts to $111.45 million. The industry standard fees to KeyBank, N.A.
for  the  credit  facilities  include  a  1% commitment fee ($1,114,500) plus an
administration fee of $150,000 per annum.

NOTE J - RECLASSIFICATIONS

Certain amounts in the June 30, 2004 financial statements have been reclassified
to conform with the June 30, 2005 financial statement presentation.



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. The resort will include 540 town homes and
432  condominiums. The resort will be constructed in two phases. The first phase
is  scheduled  to  include a total of 430 units, a 126,000 square foot clubhouse
(84,000  approximate  square  footage  under  air),  and  a  large  swimming and
recreation complex which will include a combination pool and lazy river swimming
feature,  an  outdoor  sports  bar  and  food service area, restroom facilities,
showers, water-slides, beach volleyball and extensive sundecks. In June 2005, we
began  the  earth  moving  and  clearing  process  on  the  land for the resort.
Construction  on  the  second phase is expected to start during 2006 and overlap
with  construction  on the first phase. The second phase is scheduled to include
542  units  and  additional  resort  amenities, including miniature golf, a flow
rider  water  attraction, a wave pool, a rapid river and a children's multilevel
interactive water park as well as additional clubhouse improvements, include the
finishing,  equipping  and  furnishing  of banquet and meeting rooms, casual and
fine dining restaurants, a full service spa, a sales center and an owners' club.
The first phase has been fully pre-sold for $166,000,000. Total sales to date on
both  phases  currently  total  $255,000,000. 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. We recently
obtained  commitments  from  KeyBank  National  Association  ("KeyBank") for two
credit  facilities:  one  in  the  amount  of  $96,600,000  as a development and
construction  facility  for  the first phase of the resort, and the other in the
amount  of  $14,850,000  as  a  land loan for the second phase of the resort. In
addition, KeyBank Capital Markets, an entity related to KeyBank, will underwrite
the  sale  of $25,995,000 in bonds issued by the Westridge Community Development
District  to  fund  the  first  phase  of  sitework  for  the resort. The credit
facilities  and  the  bond sale are discussed below in more detail in "Liquidity
and Capital Resources" under the heading "KeyBank Commitments."



     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 Travel Systems, Inc.
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.  We  now  have been fully indemnified for any and all
costs in relation to any litigation in relation to the acquisition of Around the
World Travel assets.

     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.

     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 September 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 paid 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 ($16,000,000) of the business
as  a  going concern as determined by management using an appraisal performed by
an  independent  investment  banking firm. Pursuant to the terms of the original
asset  purchase  agreement  and  prior  to  the  completion  of  the independent
valuation,  we  were  to  assume  and  forgive  an  aggregate  of $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  were reduced to $4,242,051, we forgave certain working capital loans in
the  amount  of  $4,774,619  that  Around  The  World  Travel  owed to us and we
cancelled  the issuance of Series F preferred stock. In addition, we issued a 60
month,  6%  per  annum note in favor of Around The World Travel in the principal
amount of $8,483,330. During the first quarter of 2005, we transferred to Around
The  World  Travel doubtful receivables, pre-paids and security deposits that we
had  acquired  pursuant  to the asset purchase agreement to reduce the amount of
the  note.  We  also  allowed  Around  The  World  Travel to retain an amount of
accounts  receivable  that  we  had acquired, which further offset the note. The
final  balance  due  under  the note as of June 30, 2005, after the offsets, was
$6,356,740, which was evidenced by a new note.

     In  May 2005, we extended the maturity dates of two notes (payable to third
parties) in the aggregate amount to $7,862,250 that matured on March 31, 2005 to
September 30, 2005.

     On  August  16,  2005,  we obtained commitments from KeyBank for two credit
facilities to be used in the development of The Sonesta Orlando Resort at Tierra
del  Sol.  KeyBank  has  committed  to  fund  or  to  syndicate $96,600,000 as a
development and construction facility for the first phase of the resort. KeyBank
has also committed to fund a second credit facility in the amount of $14,850,000
as  a  land  loan  for  the  second phase of the resort. We expect to close both
credit  facilities  within  sixty  to  ninety days of the commitment letters. In
addition,  KeyBank  Capital  Markets  will underwrite the sale of $25,995,000 in
bonds  issued  by the Westridge Community Development District to fund the first
phase  of  sitework  for the resort. See "Liquidity and Capital Resources" under
the heading "KeyBank Commitments," below.

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.



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
$750,000.  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 on the equity basis from the
joint venture that operates the call center. We own 39.69% of the joint venture.

     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 impaired as of June 30, 2005, and
is evaluated on an annual basis or whenever events or circumstances indicate the
carrying  value  of  the  goodwill  may  not  be  recoverable.

RESULTS  OF  OPERATIONS

Three  Months  ended  June 30, 2005 Compared to Three Months Ended June 30, 2004
--------------------------------------------------------------------------------

     Revenue  increased  $664,964,  or  57%,  to $1,823,246 for the three months
ended  June  30, 2005, as compared to revenue of $1,158,282 for the three months
ended  June  30,  2004.  The  increase  in revenue was primarily attributable to
increased  travel  revenues  for summer travel which was offset by a higher than
expected  loss  from  the  call  center  operations.

     Depreciation  and  amortization  expense  increased  $159,625,  or  72%, to
$382,545  for  the three months ended June 30, 2005, as compared to depreciation
and  amortization  expense of $222,920 for the three months ended June 30, 2004.
The increase in depreciation and amortization expense was primarily attributable
to the additional assets that we acquired from Around The World Travel, Inc. and
the  call  center assets becoming eligible for depreciation when our call center
operations  began  in  January  2005. Our depreciable assets consisted of office
equipment, furniture and fixtures and telecommunications equipment.

     General  and  administrative  expenses  increased  $391,861,  or  21%,  to
$2,272,042  for the three months ended June 30, 2005, as compared to general and
administrative  expenses of $1,880,181 for the three months ended June 30, 2004.
The  increase  in general and administrative expenses was primarily attributable
to  general  expenses,  personnel  and rent for the call center operations which
began  in  January  2005  as well as an increase in administrative personnel and
professional fees for the real estate operations that we have incurred since the
groundbreaking in February 2005 of The Sonesta Orlando Resort at Tierra del Sol.
Our  general  and administrative expenses consisted of the following categories:
personnel,  facility,  technology  and telecommunications, professional fees and
other general and administrative expenses.

     Loss  from operations decreased $113,478, or 12%, to $831,341 for the three
months  ended  June  30, 2005, as compared to a loss from operations of $944,819
for  the  three months ended June 30, 2004. The decrease in loss from operations
was  due  to  the  increase  in  revenue  which  was  offset  by the increase in
depreciation and amortization expense and general and administrative expenses.

     Interest  expense  increased  $223,418,  or 186%, to $343,526 for the three
months  ended June 30, 2005, as compared to interest expense of $120,108 for the
three  months  ended  June  30,  2004.  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"). Interest expense
increased as a result of the debt financing that we received from Stanford.

     We  did  not  have income or loss attributable to minority interest for the
three months ended June 30, 2005, as compared to income attributable to minority
interest of $227,662 for the three months ended June 30, 2004.

     Loss from equity in operations of unconsolidated affiliate was $160,849 for
the  three  months  ended  June  30,  2005, which was attributable to our 39.69%
interest  in the joint venture that operates the call center. We did not have an
interest in these operations for the three months ended June 30, 2004.

     Loss  before income taxes increased $498,451, or 60%, to $1,335,716 for the
three  months  ended  June  30, 2005, as compared to loss before income taxes of
$837,265  for  the three months ended June 30, 2004. The increase in loss before
income  taxes  was due to the increase in interest expense, the loss from equity
in  operations  of  unconsolidated  affiliate  and  the  decrease  in  income
attributable to minority interest.



     We  did  not record a provision for income taxes for the three months ended
June  30,  2005.  We  recorded  a provision for income taxes of $(1,135) for the
three  months  ended  June  30,  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  increased  $497,316,  or 59%, to $1,335,716 for the three months
ended  June  30,  2005, as compared to net loss of $838,400 for the three months
ended June 30, 2004. The increase in net loss and basic and diluted net loss per
share was due to the increase in loss before income taxes.

     We  accrued  undeclared  preferred stock dividend of $350,890 for the three
months  ended  June 30, 2005, as compared to undeclared preferred stock dividend
of $275,969 for the three months ended June 30, 2004. The increase in undeclared
preferred  stock  dividend  was  due  to  the  issuance  of additional shares of
preferred stock with cumulative dividends during 2004.

     Net  loss  after  preferred  stock  dividend increased $572,237, or 51%, to
$1,686,606  with  basic  and  diluted  net loss per share of $0.17 for the three
months ended June 30, 2005, as compared to net loss of $1,114,369 with basic and
diluted  net  loss  per share of $0.14 for the three months ended June 30, 2004.
The  increase  in  net loss after preferred stock dividend and basic and diluted
net loss per share was due to the increase in preferred stock dividend.

Six  Months  ended  June  30,  2005  Compared  to Six Months Ended June 30, 2004
--------------------------------------------------------------------------------

     Revenue  increased  $2,153,973,  or  92%,  to $4,498,920 for the six months
ended  June  30,  2005,  as compared to revenue of $2,344,947 for the six months
ended  June 30, 2004.  The increase in revenue was primarily attributable to the
additional revenues from the acquisition of assets from Around The World Travel,
Inc  and  the  gain  from  the  sale  of  property  in  March  2005.

     Depreciation  and  amortization  expense  increased  $370,935,  or  84%, to
$813,927 for the six months ended June 30, 2005, as compared to depreciation and
amortization  expense  of  $442,992  for the six months ended June 30, 2004. The
increase  in depreciation and amortization expense was primarily attributable to
the  additional  assets  that we acquired from Around The World Travel, Inc. and
the  call  center assets becoming eligible for depreciation when our call center
operations  began  in  January  2005. Our depreciable assets consisted of office
equipment, furniture and fixtures and telecommunications equipment.

     General  and  administrative  expenses  increased  $894,515,  or  24%,  to
$4,677,198  for  the  six months ended June 30, 2005, as compared to general and
administrative  expenses  of  $3,782,683 for the six months ended June 30, 2004.
The  increase  in general and administrative expenses was primarily attributable
to  general  expenses,  personnel  and rent for the call center operations which
began  in  January  2005  as well as an increase in administrative personnel and
professional fees for the real estate operations that we have incurred since the
groundbreaking in February 2005 of The Sonesta Orlando Resort at Tierra del Sol.
Our  general  and administrative expenses consisted of the following categories:
personnel,  facility,  technology  and telecommunications, professional fees and
other general and administrative expenses.

     Loss  from  operations  decreased $888,523, or 47%, to $992,205 for the six
months  ended June 30, 2005, as compared to a loss from operations of $1,880,728
for the six months ended June 30, 2004. The decrease in loss from operations was
due  to the increase in revenue which was offset by the increase in depreciation
and amortization expense and general and administrative expenses.

     Interest  expense  increased  $544,773,  or  284%,  to $736,845 for the six
months  ended June 30, 2005, as compared to interest expense of $192,072 for the
six months ended June 30, 2004. During the period from December 2003 to December
2004,  we  received  a  total  of $11,505,000 of convertible debt financing from
Stanford.  Interest  expense increased as a result of the debt financing that we
received from Stanford.

     We  did  not  have income or loss attributable to minority interest for the
six  months  ended June 30, 2005, as compared to income attributable to minority
interest of $484,286 for the six months ended June 30, 2004.



     Loss from equity in operations of unconsolidated affiliate was $214,795 for
the  six  months  ended  June  30,  2005,  which  was attributable to our 39.69%
interest  in the joint venture that operates the call center. We did not have an
interest in these operations for the six months ended June 30, 2004.

     Loss  before income taxes increased $355,331, or 22%, to $1,943,845 for the
six  months  ended  June  30,  2005,  as compared to loss before income taxes of
$1,588,514  for  the six months ended June 30, 2004. The increase in loss before
income  taxes  was due to the increase in interest expense, the loss from equity
in  operations  of  unconsolidated  affiliate  and  the  decrease  in  income
attributable to minority interest.

     We  did  not  record  a provision for income taxes for the six months ended
June  30, 2005. We recorded a provision for income taxes of $(3,870) for the six
months  ended  June 30, 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 increased $351,461, or 22%, to $1,943,845 for the six months ended
June  30,  2005,  as compared to net loss of $1,592,384 for the six months ended
June  30,  2004. The increase in net loss was due to the increase in loss before
income taxes.

     We  accrued  undeclared  preferred  stock  dividend of $701,780 for the six
months  ended  June 30, 2005, as compared to undeclared preferred stock dividend
of  $551,938  for the six months ended June 30, 2004. The increase in undeclared
preferred  stock  dividend  was  due  to  the  issuance  of additional shares of
preferred stock with cumulative dividends during 2004.

     Net  loss  after  preferred  stock  dividend increased $501,303, or 23%, to
$2,645,625 with basic and diluted net loss per share of $0.26 for the six months
ended  June  30,  2005,  as  compared  to  net loss of $2,144,322 with basic and
diluted  net loss per share of $0.28 for the six months ended June 30, 2004. The
increase  in  net loss after preferred stock dividend was due to the increase in
preferred  stock  dividend. The decrease in basic and diluted net loss per share
was  due  to  an  increase  in  the  basic  and  diluted weighted average shares
outstanding of 10,001,841 for the six months ended June 30, 2005, as compared to
basic  and  diluted weighted average shares outstanding of 7,759,642 for the six
months ended June 30, 2004.

     We  had  an  accumulated  deficit  of  $11,316,487  as  of  June  30, 2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

     We  expect  that  we will require approximately $750,000 through the end of
the  current  fiscal  year  for  working  capital  for our travel management and
services  businesses. Also, in November, 2005, $1,250,000 of our credit facility
with  Stanford  is  scheduled  to  mature,  we  anticipate  either revolving the
facility  or  repaying  them  via  refinancing  our  accounts  receivable with a
commercial  bank.  In September 2005 two notes (payable to third parties) in the
aggregate  amount  $7,862,250  plus  accrued interest of $431,936 as of June 30,
2005  are  due to mature. We plan to repay the notes with part of the funds that
we  plan  to  receive  from KeyBank and the bond sale by the Westridge Community
Development  District. As discussed below, we recently obtained commitments from
KeyBank  for  two  credit facilities in the aggregate amount of $111,450,000 for
The  Sonesta  Orlando  Resort  at  Tierra  del Sol. In addition, KeyBank Capital
Markets will underwrite the sale of $25,995,000 in bonds issued by the Westridge
Community  Development  District  to  fund  the  first phase of sitework for the
resort.  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  the syndication by KeyBank of part of the credit facilities. The
bonds  will  be repaid by residential unit owners in the district over a 30-year
period,  through  a  tax assessment by the district. We estimate that the sum of
the funds from the credit facilities, the completion of the sale of our 40 acres
of  commercial  land  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 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  $8,071,635  as of June 30, 2005, which
consisted  of  cash  of $6,507,295, of which $4,649,377 was restricted, accounts
receivable  of $762,212, prepaid expenses and other assets of $725,373, and note
receivable  of $76,755. The restricted cash is for deposits received on pre-sale
contracts,  which  are being held in escrow. The majority of accounts receivable
represents  the  travel receivables of Hickory. Other assets consist of deferred
acquisition costs, investment in subsidiaries, and member contracts and customer
lists of our Travel Division.

     We  had total current liabilities of $14,106,522 as of June 30, 2005, which
consisted  of  current  maturities  of  long-term  debt  and  notes  payable  of
$8,613,354,  accounts  payable  and  accrued  expenses  of  $2,694,954,  accrued
expenses  to  officers  of  $1,624,083,  current  maturities of notes payable to
related  parties  of  $1,033,216 of which approximately $534,509 was owed to our
CEO/director  and  his affiliates and $222,892 was owed to another director, and
other  current liabilities of $140,915. We expect to close the credit facilities
with KeyBank during the fourth quarter of 2005, and use part of the funds to pay
off  current maturities of long-term debt and notes payable of $8,613,354, which
includes two notes (payable to third parties) in the aggregate amount $7,862,250
plus  accrued  interest  of  $431,936  as of June 30, 2005 that are scheduled to
mature in September 2005.

     We  had negative net working capital of $6,034,887 as of June 30, 2005. The
ratio of total current assets to total current liabilities was approximately 57%
as of June 30, 2005. That ratio will improve after we pay off current maturities
of  long-term  debt  and  notes payable with part of the funds that we expect to
receive from KeyBank as referred to above.

     Net cash provided by operating activities was $5,787,020 for the six months
ended June 30, 2005, as compared to net cash provided by operating activities of
$1,259,339  for  the  six  months  ended June 30, 2004. The increase in net cash
provided  by  operating  activities  for  the six months ended June 30, 2005 was
attributable  to  an  increase  in  deposits on unit pre-sales of $11,971,662, a
decrease in receivables of $2,777,175, a decrease in prepaid and other assets of
$1,435,342,  an  adjustment  of  $813,927  for depreciation and amortization, an
adjustment  of  $736,845  for  non-cash  interest  expense,  and  an increase in
shareholder  advances  and  notes  payable  of  $141,635  which were offset by a
decrease  in  accounts payable and accrued expenses of $5,015,865, a decrease in
customer  deposits  of  $2,752,535,  net  loss  of $1,943,845 and an increase in
prepaid commissions of $2,377,321.

     Net cash provided by investing activities was $5,286,853 for the six months
ended  June  30,  2005,  as compared to net cash used in investing activities of
$4,154,428 for the six months ended June, 2004. The change from net cash used in
investing  activities to net cash provided by investing activities was primarily
attributable  to the acquisition of AWT assets of $10,602,635 for the six months
ended June 30, 2004.

     Net  cash  used  in  financing activities was $6,832,620 for the six months
ended June 30, 2005, as compared to net cash provided by financing activities of
$4,577,074  for  the  six  months  ended June 30, 2004. The change from net cash
provided  by  financing  activities to net cash used in financing activities was
due  to  the  payment  of  debt  of  $6,114,651 and payments of notes payable to
related  parties  of $717,969 for the six months ended June 30, 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.  We  recently  obtained commitments from KeyBank for two
credit facilities in an aggregate of $111,450,000 for The Sonesta Orlando Resort
at Tierra del Sol. In addition, KeyBank Capital Markets will underwrite the sale
of  $25,995,000  in bonds issued by the Westridge Community Development District
to fund the first phase of sitework for the resort.



Stanford  Credit  Facilities
----------------------------

     At June 30, 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  in  November,  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.

     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 June 30, 2005, we believe we were in
compliance with the covenants and other restrictions applicable to us under each
credit facility.

KeyBank  Commitments
--------------------

     On August 16, 2005, KeyBank and Tierra Del Sol Resort, Limited Partnership,
a  special  purpose development company of which a subsidiary of ours is the 99%
limited partner, along with seven special purpose entities that are owned by the
limited  partnership,  entered  into  commitment letter for KeyBank to provide a
credit  facility  to be used in the development of The Sonesta Orlando Resort at
Tierra  del  Sol. KeyBank has committed to fund or to syndicate $96,600,000 as a
development and construction facility for the first phase of the resort. KeyBank
has  also  committed  to  fund a second credit facility of $14,850,000 as a land
loan  for the second phase of the resort, pursuant to a second commitment letter
that  KeyBank  entered  into  with  TDS  Resort Phase 2, L.P., a special purpose
development  company  of  which a subsidiary of ours is the 99% limited partner.
Both  credit facilities are expected to close within sixty to ninety days of the
commitment  letters.  The  loans will be subject to various terms and conditions
standard  in  the industry for these types of loans as agreed to by the parties.
See  "Risk Factors," below. In addition, KeyBank Capital Markets will underwrite
the  sale  of $25,995,000 in bonds issued by the Westridge Community Development
District to fund the first phase of sitework for the resort.



     The  $96,600,000 credit facility will be evidenced by a promissory note and
a  construction  loan  agreement.  The  loan will be used to construct the first
phase  of  The Sonesta Orlando Resort at Tierra del Sol.  The loan will be for a
term  of  twenty-four  months from the date of closing.  Advances of proceeds of
the  loan  will  bear  interest at the 30-Day LIBOR Adjusted Daily Rate plus the
LIBOR  Rate  Margin of 2.75% (as those terms are defined by the parties) subject
to  adjustment  for  any  applicable  reserves  and  taxes if required by future
regulations.  Interest  will  be  due and payable monthly beginning on the fifth
day of the first month following closing.  In the event of default, the interest
rate  will  be  the  greater  of  3%  in  excess  of the interest rate otherwise
applicable  on  each  outstanding  advance  or  18%.  KeyBank  may  require  the
borrowers  to institute an interest rate hedging program through the purchase of
an  interest rate swap, cap, or other such interest rate protection product from
KeyBank  or  any  qualified  banking institution.  The loan will be secured by a
first lien on the resort, including the land, improvements, easements, rights of
way;  a  first lien and security interest in all fixtures and personal property,
an  assignment  of  all  leases,  subleases and other agreements relating to the
resort;  an assignment of construction documents; a collateral assignment of all
contracts  and  agreements  related  to  the  sale  of  each condominium unit; a
collateral  assignment  of  all  purchase  deposits  and  any  management and/or
operating  agreement.  We,  our Chief Executive Officer, Malcolm J. Wright and a
Florida  single  purpose  limited  liability  company  to  be capitalized by PCL
Construction Enterprises, Inc. ("PCL") will guarantee repayment of the loan.  We
and  those  other  parties will guaranty performance and completion.  Mr. Wright
obtained  a surety bond in the amount of $4,000,000 to collateralize part of his
personal guarantee for this loan and the $14,850,000 loan discussed below.  PCL,
an  international construction company and parent to the company that will serve
as  general  contractor, will guaranty completion of the resort based on a fixed
price  and  time  schedule  pursuant  to  a  construction contract.  PCL will be
required  to  pay  substantial  penalties  if the time schedule is not met.  The
borrowers  and some of the guarantors will enter into an environmental indemnity
agreement.  KeyBank  will  enter  into  a  subordination,  nondisturbance  and
attornment  agreement  with each tenant under any lease.   KeyBank plans to hold
approximately  $50  million  of  the  combined  commitments  with  the  balance
syndicated  to other banking organizations.  Syndication of the loan, typical in
projects  of  this size, is a condition of closing (timing), but not a condition
of  the  commitment except for a material adverse change in our condition and of
loan  syndication market conditions generally.  The borrowers will pay 1% of the
loan  amount as a commitment fee.  The borrowers will pay $150,000 per year as a
loan  administration  fee.  The  borrowers  are  obligated  to pay all costs and
expenses  of  KeyBank in connection with the commitment and closing of the loan.
The  borrowers  are required to maintain Project Equity (as that term is defined
by  the  parties)  in  the project equal to 44% of the total cost, which must be
deposited  with  KeyBank  prior  to  closing  or  used  to pay costs approved by
KeyBank.  The  borrowers  are  required to provide KeyBank with pre-construction
sales  contracts on 100% of the units in the first phase with net proceeds equal
to  or exceeding 120% of the loan amount. The borrowers are required to deliver,
or  demonstrate  valid  expenditure  of,  pre-construction  sales  deposits  of
$25,498,108  to  KeyBank  as part of the equity requirement otherwise the equity
requirement  is  increased,  dollar-for-dollar for each dollar that deposits are
less  than  this  amount.

     We  anticipate  that  the  first  phase  of  sitework  for  600 units at an
estimated  cost  of  $19,200,000  will  be  funded,  in  part,  by the Westridge
Community  Development  District  from  the  sale  of  $25,995,000  of  Special
Assessment  Capital Improvement bonds issued on a non-recourse basis to us. Bond
sale  proceeds  are  to  be  used  for  infra-structure  construction  and  the
acquisition  of  lands  to  be  dedicated  to  the public purposes for which the
district was created. The district was initially proposed and underwritten by us
and  enabled  by  an  order  of  a Florida State District Court. The purchasers'
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 syndication by
KeyBank  of  part  of  the  credit  facilities.  The  bonds  will  be  repaid by
residential  unit  owners  in  the district over a 30-year period, through a tax
assessment by the district. The Borrowers will assign to KeyBank the proceeds to
be  received  from  the  funding  of  the  bonds.  KeyBank  Capital Markets will
underwrite  the  bond issuance, with net proceeds in the amount of approximately
$21,139,322,  of which $8,038,370 will be used for land, $6,038,370 will be used
for costs to construct the resort, and $2,000,000 will be placed in a collateral
account  to  be  pledged as additional security for the $96,600,000 construction
loan.



     The  $14,850,000  credit  facility  will be evidenced by a promissory note,
mortgage and a loan agreement. The loan will be used for investing in the equity
in  the  first  phase of The Sonesta Orlando Resort at Tierra del Sol and to pay
off  existing  land  loans  encumbering the second phase of the resort. The loan
will  be  for  a  term  of eighteen months from the date of closing. Advances of
proceeds  of the loan will bear interest at the 30-Day LIBOR Adjusted Daily Rate
plus  the  LIBOR  Rate  Margin of 3.10% subject to adjustment for any applicable
reserves  and  taxes if required by future regulations. Interest will be due and
payable monthly beginning on the fifth day of the first month following closing.
In  the  event of default, the interest rate will be the greater of 3% in excess
of  the  interest  rate otherwise applicable on each outstanding advance or 18%.
KeyBank  may  require the borrower to institute an interest rate hedging program
through  the purchase of an interest rate swap, cap, or other such interest rate
protection  product  from  KeyBank or another qualified banking institution. The
loan  will  be  secured  by  a  first  lien  on  the second phase of the resort,
including  the  second  phase  land,  improvements,  easements,  rights  of way,
fixtures;  a  first  lien  and  security  interest  in all fixtures and personal
property,  an  assignment of all leases, subleases and other agreements relating
to  the  resort;  a  guaranty  of payment by us and our Chief Executive Officer,
Malcolm  J.  Wright;  an environmental indemnity agreement by us, Mr. Wright and
the  borrower; a subordination, nondisturbance and attornment agreement relating
to  any  leases;  a  collateral  assignment of security agreements and contracts
related to the resort; and a collateral assignment of all purchase contracts and
purchase deposits. Mr. Wright obtained a surety bond in the amount of $4,000,000
to  collateralize  part  of  his  personal  guarantee  for  this  loan  and  the
$96,600,000 loan discussed above. The borrower will pay 1% of the loan amount as
a  commitment  fee. The borrower will pay an exit fee equal to 4% of the maximum
loan  amount  for the second phase unless the loan is repaid with a construction
loan from KeyBank or KeyBank declines to grant a construction loan. The borrower
is  obligated  to  pay  all costs and expenses of KeyBank in connection with the
commitment  and  the  closing  of  the loan. The borrower is required to provide
KeyBank  with  evidence that the land appreciation equity invested in the resort
indicates a loan-to-value ratio of not more than 50%. KeyBank received a written
appraisal  from  Integra  Realty  Resources  on  March  15,  2005  reflecting an
appraised  land  value  of  $29,700,000  which  satisfies  the borrower's equity
requirement.

     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.  Both credit facilities are
expected  to  close  within  sixty  to  ninety  days  of the commitment letters;
however, there is no assurance that we will not experience delays in closing the
construction  loan  and bond financing. If we are unable to obtain financing for
our  working capital needs or close the construction loan or the 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, other than the commitments from KeyBank which are to be
used specifically for The Sonesta Orlando Resort at Tierra del Sol.

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 June 30, 2005, we had an accumulated
deficit  of  $11,316,487.

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  require  significant  capital.
Historically,  our sources for capital have been through loans from our founding
and  majority  shareholders  as  well  as  from  loans from our capital partner,
Stanford.  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.

RISKS  RELATED  TO  OUR  RESORT  DEVELOPMENT  DIVISION

WE NEED TO CLOSE A $96,600,000 CONSTRUCTION LOAN AND A $14,850,000 LAND LOAN FOR
THE  RESORT DEVELOPMENT DIVISION IN ORDER TO BUILD THE SONESTA ORLANDO RESORT AT
TIERRA  DEL  SOL.

     Certain  conditions  are  required to be meet, some of which are outside of
our  control,  to  close  a $96,600,000 construction loan and a $14,850,000 land
loan  for  The  Sonesta  Orlando  Resort  at  Tierra  del  Sol.  Pursuant to the
commitment  letters that we obtained from KeyBank, these conditions include, but
are  not  limited  to,  the  following:

     -    Syndication  by  KeyBank  of  part  of  its  interest  in  the  credit
          facilities;
     -    Our  delivery  of  fully  executed  pre-construction  sales  contracts
          on  100%  of the units in the first phase which will produce aggregate
          net  sales  proceeds  sufficient to cover 120% of the $96,600,000 loan
          amount;
     -    Our  delivery  or  a  demonstration  by  us  of  valid expenditure of,
          pre-construction  sales  deposits of $25,498,108; and an environmental
          assessment of the land on which the resort will be constructed.

Our compliance is also necessary to trigger the issuance and sale of $25,995,000
of Westridge Community Development District bonds, the net proceeds of which are
needed  for  the first phase of sitework for the resort.  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 close the loans as committed to by KeyBank
in  a timely manner, or at all, 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 CEO 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 the
CEO  of  Resorts  Development  Group LLC a real; estate development company. 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 CEO 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.

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.

RISKS  RELATED  TO  OUR  TRAVEL  DIVISION

WE  NEED APPROXIMATELY $750,000 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  $750,000 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).  Also,  in November, 2005, $1,250,000 of our credit facility
with  Stanford  is  scheduled to mature. In September 2005 two notes (payable to
third  parties)  in  the aggregate amount to $7,862,250 plus accrued interest of
$431,936 as of June 30, 2005 are scheduled to mature. We plan to repay the notes
with part of the funds that we plan to receive from KeyBank and the bond sale by
the Westridge Community Development District.  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.

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.

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
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 OVER-THE-COUNTER BULLETIN BOARD
(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
$.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.

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.

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



     On  May  4,  2005, Simon Hassine, along with members of his family, filed a
lawsuit  against  us  and  Around  The World Travel in the Circuit Court of Dade
County,  Florida, Civil Division, Case Number 05-09137CA. The plaintiffs are the
former  majority  shareholders of Around The World Travel. The plaintiffs allege
that  that  they have not been paid for i) a subordinated promissory note 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.
Despite  the absence of any executed agreements, the plaintiffs also allege that
in  December  2004  they  entered  into  a settlement agreement with the Company
regarding  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. Despite the absence of any executed agreements,
the  plaintiffs  are  also pursuing a claim for breach of contract regarding the
preferred  stock  of Around The World Travel and seeking $450,000 plus interest,
costs and reasonable attorney's fees. The plaintiffs are also pursuing claims of
fraudulent  transfer  regarding  our  acquisition  of  interests in the debt and
equity  of Around The World Travel and seeking unspecified amounts. We intend to
vigorously  defend  the  lawsuit. We 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 documents that grant exclusive jurisdiction to the
courts located in Cook County, Illinois.

     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  July 2005, previously granted warrants to purchase 25,000 shares of our
common  stock  at an exercise price of $1.02 per share vested to each of Malcolm
J.  Wright,  L.  William  Chiles  and  T.  Gene Prescott Charles J. Fernandez to
purchase  100,000 shares of common stock at an exercise price of $1.02 per share
for  services  rendered.   Messrs.  Wright, Chiles and Prescott may exercise the
warrants  for a period of five years beginning on the vesting date.  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.

     In  March  2005, via signed written consent without a meeting, The Shadmore
Trust  U/A/D 12/26/89, the sole holder of our Series E preferred stock, approved
a correction to our certificate of designation of Series E preferred stock.  The
original  certificate  of  designation  incorrectly  stated  that  the  Series E
preferred stock was non-redeemable, failed to define the terms "Parity Preferred
Stock"  and "Senior Stock" and incorrectly stated that the conversion rate shall
not  be  less than 6.666, rather than stating that the conversion rate shall not
be  more  than 6.666.  The Shadmore Trust U/A/D 12/26/89 voted all of the 24,101
shares  of  Series  E  preferred  stock  in  favor  of  the  correction.

     In  June  2005,  via signed written consent without a meeting, our majority
shareholders  ratified  all past transaction in which we were a party including,
but  not  limited  to  the  following  related  party  transactions:

     -    our  exclusive  development  agreement  with  American  Leisure  Real
          Estate  Group,  Inc.,  a company in which Malcolm J. Wright, our Chief
          Executive  Officer, President, Chief Financial Officer and a Director,
          owns 81%;
     -    our  exclusive  sales  and  marketing  agreement  with  Xpress Ltd., a
          company in which Mr. Wright and members of Mr. Wright's family are the
          majority shareholders;
     -    our  debt  guarantor  agreement  with  Malcolm  J.  Wright  and  L.
          William Chiles, who each serve us as a director;
     -    the  personal  guarantee  by  Mr.  Wright  in the amount of $6,000,000
          in favor of Stanford Venture Capital Holdings, Inc.;
     -    our  grants  and  issuances  of  warrants to Mr. Wright and Mr. Chiles
          to  purchase  347,860  shares and 168,672 shares, respectively, of our
          common  stock  at  an  exercise  price  of  $2.96  per  share  and the
          subsequent  reduction  in  the  exercise  price  to $1.02 per share of
          common stock;
     -    our  grant  and  issuance  of  a  warrant to Arvimex, Inc. to purchase
          40,000  shares  of our common stock at an exercise price of $0.001 per
          share  and a warrant to purchase 270,000 shares of our common stock at
          an  exercise  price of $2.96 per share and the subsequent reduction in
          the exercise price to $1.02 per share of common stock; and
     -    our  grant  of  warrants  to  each  of  Thomas  Cornish,  Carlos
          Fernandez,  David  Levine  and  Gene  Prescott  for  their services as
          advisors  to  purchase  100,000  shares  (or  an  aggregate of 400,000
          shares)  of  our common stock at an exercise price of $1.02 per share,
          subject to a two-year vesting period.

     Shareholders  representing  an aggregate of 12,803,291 votes (or 61.7%) out
of  20,738,951  eligible  votes  cast their votes in favor of ratifying all past
transactions  in  which  we  were  a  party.

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 June 30, 2005, the aggregate amount of
salary  payable  accrued  to Mr. Wright was $1,418,750.  We also accrue $100,000
per  year  as salary payable to L. William Chiles, a director of the Company and
the President of Hickory Travel Systems, Inc., for his services, and interest at
a  rate  of 12% compounded annually beginning in 2005.  As of June 30, 2005, the
aggregate  amount  of  salary  payable  accrued  to  Mr.  Chiles  was  $156,750.



     We  pay  or  accrue  directors'  fees  to each of our three directors in an
amount of $18,000 per year for their services as directors. As of June 30, 2005,
we had accrued an aggregate amount of directors' fees of $145,500.

     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 3% of the total original indebtedness and 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
347,860  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.  Mr.  Wright  has agreed to
personally guarantee repayment under the credit facilities that we plan to close
with  KeyBank  during  the  fourth  quarter  of  2005  Upon  closing  the credit
facilities  from  KeyBank,  Mr.  Wright  will  be  issued additional warrants to
purchase  up  to  3,343,500  shares  at  $1.02 in consideration for his personal
guarantees.  Mr.  Wright  obtained  a surety bond in the amount of $4,000,000 to
collateralize part of his personal guarantee for those credit facilities.

     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 June 30, 2005, the total costs plus fees amounted
to  $6,427,706  which  resulted  in  a  development  fee  of  $257,108 under the
development agreement.



     Malcolm  J.  Wright and a trust of which Mr. Wright's natural heirs are the
beneficiaries are the majority shareholders of Xpress Ltd. Xpress has experience
marketing  vacation  homes  in  Europe.  On November 3, 2003, we entered into an
exclusive  sales  and  marketing  agreement with Xpress to sell the units in The
Sonesta  Orlando  Resort at Tierra del Sol being developed by us. This agreement
provides  for a sales fee in the amount of 3% of the total sales prices received
by  us  plus  a  marketing  fee of 1.5%. Pursuant to the terms of the agreement,
one-half  of  the sales fee is payable upon entering into a sales contract (with
deposits  paid  as  required by the sales contract) for a unit in the resort and
the  other  half  is  due  upon  closing  the  sale. During the period since the
contract  was  entered  into  and  ended  June 30, 2005, the total sales made by
Xpress  amounted to approximately $242,912,970. As a result of the sales, we are
currently  obligated to pay Xpress a sales fee of approximately $3,643,694 and a
marketing  fee  of $3,643,694. Based on the sales contracts as of June 30, 2005,
we  will  be  obligated to pay Xpress the remaining sales fee of $3,643,694 upon
closing  the  sales  of  the  units.  As  of  June  30, 2005, we had paid Xpress
$5,065,244  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
Ltd.,  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 the
six  month  period  ended  June  30,  2005, Mr. Cornish provided services on our
advisory  board  in  consideration  for  $1,500  and $4,500, respectively. David
Levine  is  a director nominee and has served as a member of our advisory board.
Mr. Levine provided services on our advisory board during 2004 and the six month
period  ended  June  30,  2005  in  consideration  for  $3,000  and  $14,500,
respectively.  We  reimbursed  Mr.  Levine  for travel expenses in the amount of
$1,613  and  $8,521  during  2004  and the six month period ended June 30, 2005,
respectively.  Charles  J.  Fernandez,  a  member  of  our  advisory board and a
director  nominee,  provided services on our advisory board during the six month
period  ended June 30, 2005 for which he was paid $4,500. 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.



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 December 18, 2003

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

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

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

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

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



   10.19 (7)   Warrants  issued  to  Arvimex,  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

  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.

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

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

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

  10.64 (24)   Commitment  Letter  with  KeyBank  National  Association  for
               $96,000,000 for Phase I

  10.65 (24)   Commitment  Letter  with  KeyBank  National  Association  for
               $14,850,000 for Phase II

  10.66 (25)   Re-Stated  Promissory  Note  for  $6,356,740  issued  in favor of
               Around The World Travel, Inc. dated June 30, 2005

  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(22)     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.
(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  and  10.63,  respectively,  to  the
     Registrant's  Form  SB-2  on  June  30,  2005,  and  incorporated herein by
     reference.
(22) Filed  as  Exhibits  10.54,  10.55,  10.56,  10.57,  10.58  and  10.59  and
     23.1,  respectively,  to the Registrant's Form SB-2/A on July 27, 2005, and
     incorporated herein by reference.
(23) Included  in  Exhibit  5.1  filed  with  the  Registrant's  Form  SB-2/A on
     July 27, 2005, and incorporated herein by reference.
(24) Filed  as  Exhibit  10.1  and  10.2, respectively, to the Registrant's Form
     8-K on August 17, 2005, and incorporated herein by reference.
(25) Filed  as  Exhibit  10.5  to  the  Registrant's  Form  8-K/A  on August 19,
     2005, and incorporated herein by reference.



REPORTS ON FORM 8-K

     We  did  not  file  any  reports on Form 8-K with the Commission during the
quarter  for  which  this  report  is  filed.

     Subsequent  to  the  quarter  for  which this report is filed, we filed the
following  three  reports  on  Form  8-K:

(1)  Report  on  Form  8-K  filed  on  July  1,  2005, to report the issuance of
     shares upon the exercise of warrants and to report that we had restated our
     financial  statements  for  the years ended December 31, 2004 and 2003, and
     the quarter ended March 31, 2005, and that as a result of the restatements,
     the  financial statements and independent auditors' report should no longer
     be  relied  upon  and  investors  should  review  our  restated  financial
     statements which appear in the following filings:

     -    Our  Form  SB-2  and  Form  SB-2/A filed on June 30, 2005 and July 27,
          2005, respectively; and
     -    Our  Form  10-KSB/A  and  Form  10-QSB/A,  which  were  both  filed on
          July 22, 2005.

(2)  Report  on  Form  8-K  filed  on August 18, 2005, to report two commitments
     by  KeyBank  National  Association  for  an  aggregate  of  $111,450,000 of
     financing for The Sonesta Orlando Resort at Tierra del Sol.

(3)  Report  on  Form  8-K/A  filed  on  August  19,  2005,  to  include audited
     financial  statements  for Around The World Travel, Inc. as of December 31,
     2004 and December 31, 2003 and proforma financial information, management's
     discussion  and analysis regarding the financial statements, and disclosure
     regarding  the  business,  property  and  legal  proceedings related to the
     acquired assets acquired from Around The World Travel, Inc.

                                   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:  August  22,  2005