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 September 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.)


                    2462 Sand Lake Road, Orlando, FL, 32809
                   ------------------------------------------
                    (Address of principal executive offices)


                                 407-251-2240
                            ------------------------
                          (Issuer's telephone number)


                       2701 Spivey Lane, Orlando, FL 32837
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [ ]

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

At November 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 SEPTEMBER 30, 2005 AND YEAR ENDED DECEMBER 31, 2004

                                                                      SEPTEMBER 30, 2005    DECEMBER 31, 2004
                                                                     --------------------  -------------------
                                                                         (UNAUDITED)
                                                                                               
                                     ASSETS
CURRENT ASSETS:
    Cash                                                             $            479,630  $         2,266,042
    Cash - Restricted                                                           6,231,933                    0
    Accounts receivable, net                                                      768,464            3,539,387
    Note receivable                                                                82,255              113,000
    Prepaid expenses and other                                                  1,271,186               51,460
    Other Current Assets                                                                0               30,476
                                                                     --------------------  -------------------
             Total Current Assets                                               8,833,468            6,000,365
                                                                     --------------------  -------------------

PROPERTY AND EQUIPMENT, NET                                                     4,962,436            6,088,500
                                                                     --------------------  -------------------

LAND HELD FOR DEVELOPMENT                                                      31,838,412           23,448,214
                                                                     --------------------  -------------------

OTHER ASSETS
     Prepaid Sales Commissions                                                  7,649,816            5,966,504
     Prepaid Sales Commissions - affiliated entity                              3,546,136            2,665,387
     Investment-Senior Notes                                                    5,170,000            5,170,000
    Goodwill                                                                   14,425,437           14,425,437
    Trademark                                                                     993,109            1,000,000
     Other                                                                        425,950            2,637,574
                                                                     --------------------  -------------------
             Total Other Assets                                                32,210,448           31,864,902
                                                                     --------------------  -------------------

TOTAL ASSETS                                                         $         77,844,764  $        67,401,981
                                                                     ====================  ===================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable          $          8,519,468   $        9,605,235
     Current maturities of notes payable-related parties                          916,317            1,910,629
     Accounts payable and accrued expenses                                      3,467,878            5,618,973
     Accrued expenses - officers                                                1,767,500            1,355,000
     Customer deposits                                                          3,012,032            2,752,535
     Other                                                                        104,635            2,332,886
     Shareholder advances                                                               0              273,312
                                                                     --------------------  -------------------
             Total Current Liabilities                                         17,787,830           23,848,570

Long-term debt and notes payable                                               26,883,742           20,600,062
Deposits on unit pre-sales                                                     32,059,864           16,669,347
                                                                     --------------------  -------------------
             Total liabilities                                                 76,731,436           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
       September 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
       September 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
       September 30, 2005 and December 31, 2004                                       272                  272
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 Series "E" shares issued and outstanding at
       September 30, 2005 and December 31, 2004                                        24                   24
     Preferred stock; 150,000 shares authorized; $.01 par value;
       0 and 1,936 Series "F" shares issued and outstanding at
       September 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
       September 30, 2005 and December 31, 2004                                    10,138                9,978

     Additional paid-in capital                                                15,442,693           15,636,322
     Accumulated deficit                                                      (14,349,827)          (9,372,641)
                                                                     --------------------  -------------------
             Total Stockholders' Equity                                         1,113,328            6,284,002
                                                                     --------------------  -------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $        77,844,764   $       67,401,981
                                                                     ====================  ===================


See accompanying notes to financial statements.





                                         AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                     NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                                           (UNAUDITED)


                                                 NINE MONTHS ENDED     NINE MONTHS ENDED    THREE MONTHS ENDED   THREE MONTHS ENDED
                                                 SEPTEMBER 30, 2005    SEPTEMBER 30, 2004   SEPTEMBER 30, 2005   SEPTEMBER 30, 2004
                                                -------------------    ------------------   ------------------   ------------------
                                                                                                            
Revenue                                         $         5,640,341    $        3,701,469   $        1,141,422   $        1,356,522

Operating Expenses:
    Depreciation and amortization                        (1,231,892)             (679,543)            (417,965)            (236,551)
    General and administrative expenses                  (7,662,588)           (6,094,873)          (2,985,390)          (2,209,064)
                                                -------------------    ------------------   ------------------   ------------------


Loss from Operations                                     (3,254,139)           (3,072,947)          (2,261,933)          (1,089,093)
                                                -------------------    ------------------   ------------------   ------------------

Interest Expense                                         (1,448,510)             (215,251)            (711,666)            (126,305)

Minority Interest                                                 -               510,348                    -               26,062

Equity in operations of unconsolidated affiliate           (274,537)                    -              (59,743)                   -
                                                -------------------    ------------------   ------------------   ------------------
Total Other Income (Expense)                             (1,723,047)              295,097             (771,409)            (100,243)
                                                -------------------    ------------------   ------------------   ------------------

Loss before Income Taxes                                 (4,977,186)           (2,777,850)          (3,033,342)          (1,189,336)


PROVISIONS FOR INCOME TAXES                                       -                (5,322)                   -               (1,452)
                                                -------------------    ------------------   ------------------  -------------------

NET LOSS                                        $        (4,977,186)  $        (2,783,172)  $       (3,033,342)  $       (1,190,788)
                                                ===================   ===================   ==================   ==================

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                         $             (0.60)  $             (0.41)  $            (0.33)  $            (0.16)
                                                ===================   ===================   ==================   ==================

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                                  10,047,718              8,211,027          10,137,974            9,103,983
                                                ===================   ====================  ==================   ==================


See accompanying notes to financial statements.





                                 AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                                    (UNAUDITED)

                                                                             NINE MONTHS ENDED         NINE MONTHS ENDED
                                                                             SEPTEMBER 30, 2005        SEPTEMBER 30, 2004
                                                                             ------------------        ------------------
                                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (loss)                                                             $        (4,977,186)       $       (2,783,172)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                                            1,231,892                   679,543
             Non-cash interest expense                                                1,448,510                   255,117
             Loss on Sale of AVR                                                              -                   (32,085)
             Gain on settlement of litigation                                                 -                    75,000
          Changes in assets and liabilities:
             Decrease in receivables                                                  1,739,931                 1,135,084
             Increase in prepaid and other assets                                      (440,325)                  (63,663)
             Increase in advances receivable                                                  -                  (134,685)
             Increase in prepaid commissions                                         (2,840,542)                        -
             Decrease in shareholder advances & notes payable                          (596,265)                        -
             Increase in deposits on unit pre-sales                                  15,390,516                12,484,673
             Increase (Decrease) in customer deposits                                 3,012,032                (5,335,524)
             Increase (Decrease) in accounts payable and accrued expenses             1,879,537                  (614,798)
                                                                             ------------------        ------------------

             Net cash provided by (used in) operating activities                     15,848,100                 5,665,490
                                                                             ------------------        ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of AWT Assets                                                         (767,291)                        -
     Advances to Around The World Travel, Inc                                                 -                (3,148,082)
     Advances to affiliates                                                                   -                (3,786,218)
     Acquisition of fixed assets                                                       (105,828)                 (187,277)
     Increase in restricted cash                                                     (6,231,933)                        -
     Capitalization of real estate carrying costs                                    (8,390,036)               (1,933,407)
                                                                             ------------------        ------------------

             Net cash used in investing activities                                  (15,495,088)               (9,054,984)
                                                                             ------------------        ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of debt                                                                 (1,980,189)                        -
     Proceeds from notes payable                                                        512,124                 6,968,757
     Payments of notes payable - related parties                                       (913,084)                 (746,249)
     Proceeds of notes payable - related parties                                        241,725                         -
     Proceeds from shareholder advances                                                       -                  (732,225)
                                                                             ------------------        ------------------

             Net cash provided by financing activities                               (2,139,424)                5,490,283
                                                                             ------------------        ------------------

             Net decrease in cash                                                    (1,786,412)                2,100,789

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

CASH AT END OF PERIOD                                                       $           479,630        $        2,835,641
                                                                            ===================        ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                 $           696,065        $          432,308
                                                                            ===================        ==================
     Cash paid for income taxes                                             $                 -        $                -
                                                                            ===================        ==================

NON-CASH TRANSACTION
     Stock issued in exchange for senior, secured notes                     $                 -        $        5,170,000
                                                                            ===================        ==================
     Preferred stock and debt issued for non-marketable securities          $                 -        $        4,108,440
                                                                            ===================        ==================


See accompanying notes to financial statements.



NOTES TO FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)

NOTE A - PRESENTATION
The  balance  sheets  of  the  Company as of September 30, 2005 and December 31,
2004,  the  related consolidated statements of operations for the nine and three
months  ended  September  30,  2005 and 2004, and the consolidated statements of
cash flows for the nine months ended September 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 nine months ended
September  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  &  10-KSB/A, Amendment No. 2, the
Company's  June 30, 2005 Form 10-QSB and March 31, 2005 Form 10-QSB/A, Amendment
No. 1 and the Company's Forms 8K & 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 September 30, 2005, property and equipment consisted of the following:

                                               Useful
                                                Lives            Amount
                                              ----------       ----------
Equipment                                        3-5           $7,658,032
Furniture & fixtures                             5-7            1,588,821
                                                               ----------
Subtotal                                                        9,246,853
Less: accumulated depreciation and amortization                 4,284,417
                                                               ----------
Property and equipment, net                                    $4,962,436
                                                               ==========

Depreciation  expense  for the nine-month and three-month period ended September
30, 2005 amounts to $1,231,892 and $417,965 respectively.

NOTE D - LONG-TERM DEBT AND NOTES PAYABLE
Two  notes which amount to $7,853,266 ($6 million with Grand Bank and $1,853,266
with  Raster  Investments)  matured  on March 31, 2005 and were extended through
September  30,  2005.  These  notes  are  not in default and the terms are being
extended  to  coincide  with  the closing of the credit facilities from KeyBank,
N.A. (see below).

     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 E - NOTES PAYABLE - RELATED PARTIES
The Current maturities of notes payable - related parties is as follows:

             Xpress Ltd                                         $ 327,028
             Officers of Hickory Travel Services                  438,445
             Malcolm Wright                                        26,582
             Peter Webb                                           124,262
                                                                ---------
             Notes payable - related parties                    $ 916,317
                                                                =========

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
$438,445.  $131,945  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          $385,263
                                                       --------
          Related party debt and notes                 $385,263
                                                       ========

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
$385,263.  $100,263  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  grants  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 12/31/04. In lieu of segregating and remitting the



payments  received  on the Accounts Receivables, AWT was permitted to apply said
amounts  as  a  credit  to the Company's note payable. The 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 was $6,356,740. The
note  provides  for  the right of the holder to set off any sums incurred by the
holder  for  the  business  affairs  of  the maker and any cash advances made by
holder  to  maker outside of the amortization schedule. As of September 30, 2005
the balance due under the note payable was $5,297,788.

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
                                                      =============

The Company is still in negotiations with AWT as to the final consideration for
the APA.

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
September 30, 2005, the amount of salaries payable accrued to Mr. Wright amounts
to $1,581,250.

The Company accrued director fees to each of its four (4) directors in an amount
of  $18,000 per year for their services as directors of the Company. No payments
of director fees were paid during the current quarter and the balance of accrued
director  fees  as  of  the end of the quarter covered by this report amounts to
$159,000.

Malcolm  Wright  is  the  majority  shareholder  of American Leisure Real Estate
Group,  Inc.  (ALRG).  On  November  3,  2003  TDSR  entered  into  an exclusive
Development  Agreement  with  ALRG  to  provide  development  services  for  the
development  of the Tierra Del Sol Resort. Pursuant to the Development Agreement
ALRG  is  responsible  for  all  development  logistics and TDSR is obligated to
reimburse  ALRG for all of ALRG's costs and to pay ALRG a development fee in the



amount  of  4% of the total costs of the project paid by ALRG. During the period
from  inception through September 30, 2005 the total costs plus fees amounted to
$9,232,678.

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 September 30, 2005 the
total  sales  amounted  to approximately $236,409,099. As a result of the sales,
TDSR  was obligated to pay Xpress a fee of $7,092,273, consisting of one-half of
the  sales  fee  and  the  full amount of the marketing fee. As of September 30,
2005,  $6,765,244  has  been  paid  to Xpress and $327,029 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
September  30,  2005, TDSR will be obligated to pay Xpress $3,546,136, 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                     Nine months     Nine months     Three months  Three months
                                  ended            ended           ended          ended
                                9/30/2005        9/30/2004       9/30/2005     9/30/2004
                               -----------      -----------     ------------  ------------
                                                                       
NET LOSS (as reported)         (4,977,186)      (2,783,172)      (3,033,342)   (1,190,788)

UNDECLARED PREFERRED
STOCK DIVIDEND                 (1,052,670)        (551,938)        (350,890)     (275,969)
                               -----------      -----------     ------------  ------------

NET LOSS AFTER PREFERRED
STOCK DIVIDEND                 (6,029,856)      (3,335,110)      (3,384,232)   (1,466,757)

NET INCOME (LOSS) PER SHARE
    BASIC AND DILUTED               (0.60)           (0.41)           (0.33)        (0.16)


NOTE I - RECLASSIFICATIONS
Certain  amounts  in  the  September  30,  2004  financial  statements have been
reclassified  to  conform  with  the  September  30,  2005  financial  statement
presentation.



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

Had  compensation  expense  been determined based on the estimated fair value at
the  measurement  dates  of  awards under those plans consistent with the method
prescribed  by SFAS No. 123, the Company's September 30, 2005 and 2004, net loss
would have been changed to the pro forma amounts indicated below.



                                                            September 30,        September 30,
                                                                2005                  2004
                                                            ------------          ------------
                                                                                 
Net loss:
  As reported after Preferred Stock Dividend                $ (6,029,856)         $ (3,335,110)
  Stock based compensation under fair value method               (36,766)                    -
                                                            ------------          ------------
  Pro forma                                                 $ (6,066,622)         $ (3,335,110)

Net income (loss) per share - basic and diluted:
  As reported                                               $      (0.60)         $      (0.27)
  Stock based compensation under fair value method                 (0.00)                (0.00)
  Pro forma                                                 $      (0.60)         $      (0.27)


     The  fair  value  of  each  option grant was estimated on the date of grant
using  the  Black-Scholes  option  pricing model with the following assumptions:
risk  free  rate  of 3.5%; volatility of 160% for 2005 and 161% for 2004 with no
assumed dividend yield; and expected lives of five years.

     During  the  nine  months  ended  September 30, 2005 the Company has issued
100,000  warrants  to  a director of the Company; 50,000 were immediately vested
and  the  other  50,000  will vest in equal amounts in the next two years. As of
September  30,  2005,  there  are 1,758,064 warrants outstanding to officers and
directors and 870,000 warrants outstanding to third parties.



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
travel  and  rewards 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. We will
benefit  from Mr. Wright's experience and expertise in this endeavor. 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 (approximately 84,000 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
$171,823,583.  Total sales to date on both phases currently totals $236,409,100.
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.  In  August  2005,  we  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 and to purchase from us certain land to be owned by the district.
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
"Other  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.

     We  are  in  the  process  of  integrating the administrative operations of
Hickory  and  TraveLeaders.  The  integration  process  has  been slower than we
anticipated  because time has been required to analyze and determine the impact,
if  any,  of  certain  litigation commenced by Around the World Travel regarding



its  contracts  with  Seamless  Technologies,  Inc.  and  others.  As  such,
expenditures  have  been  higher  than  anticipated.

     Our  American  Travel  &  Marketing  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  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  six  months for the next twenty-four months. We
fulfill  travel  service  orders  produced  by these clubs through TraveLeaders.

     In December 2004, we entered into a joint venture with IMA Antigua, Ltd. to
operate  a  call  center  that  we  own located in Antigua. The joint venture is
operated  through  Caribbean  Media Group, Ltd. We own 49% of this joint venture
company.  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  during  the  fourth  quarter  based  on new orders from a major client
which  ordered  more  seats  in  October  of  2005.

OTHER  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 utilized the architectural firm
of  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  after  the offsets, was $6,356,740, which
was  evidenced  by  a new note.  TraveLeaders has generated revenues during 2005
that  are lower than the projected revenues provided by Around The World Travel,
Inc.  when we were negotiating the acquisition.  These projections may have been
used by the third-party investment banking firm that provided a valuation of the
assets.  We  are  continuing  to  negotiate  with  Around The World Travel, Inc.
regarding  the  purchase price and the terms of our payment.  See "Risks Related
To  Our  Travel  Division,"  below.

     In  May  2005, we extended the maturity dates of two notes payable to third
parties  in the aggregate amount of $7,853,266 that matured on March 31, 2005 to
September  30,  2005.  By virtue of the pending closing of our credit facilities
with  KeyBank  and  a  verbal  extension  through  the  closing  of  our  credit
facilities,  we  have  avoided  default  on  these  loans.

KNOWN  TRENDS,  EVENTS,  AND  UNCERTAINTIES

     We expect to experience seasonal fluctuations in our gross revenues and net
earnings  from  our  Travel  Division.  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.

     On  September 8, 2005, we executed a non-binding term sheet to acquire 100%
of  the membership interests of Vici Marketing Group, LLC solely in exchange for
our  common  stock.  We  disclosed details of the term sheet in a Form 8-K filed
with  the Securities and Exchange Commission (the "Commission") on September 22,
2005.  We  are  continuing  to  perform due diligence regarding the transaction,
however,  there  can  be  no  assurance  that  we  will  close such transaction.



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.  We  may need more capital than originally expected for
TraveLeaders  as discussed below, under the heading "Risks Related to Our Travel
Division."  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 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 49% of the joint venture.

     We  have entered into 685 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  December  2004, we recorded an impairment of $1,500,000 related to the
acquisition  of  the  TraveLeaders assets 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 September 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. TraveLeaders has generated revenues
during  2005  that  are lower than the projected revenues provided by Around The
World  Travel,  Inc. when we were negotiating the acquisition. These projections
may  have  been  used by the third-party investment banking firm that provided a
valuation  of  the  assets, which could affect the value that we paid to acquire
the  business from them, lead to a determination by us or our auditors that that
goodwill  is  materially  impaired  and/or  require  us to restate our financial
statements.  See  "Risk  Factors" under the heading "Risks Related to Our Travel
Division."  We  are  continuing  to negotiate with Around The World Travel, Inc.
regarding the purchase price and the terms of our payment.

RESULTS  OF  OPERATIONS

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

     Revenue  decreased  $215,100,  or  16%,  to $1,141,422 for the three months
ended  September  30,  2005,  as compared to revenue of $1,356,522 for the three
months  ended  September  30,  2004.  The  decrease  in  revenue  was  primarily
attributable  to a change in the business model of Hickory.  Previously, much of
Hickory's revenue was directly linked to pre-paid listing fees causing immediate
revenue recognition.  Currently, a material portion of Hickory's revenue is tied
to  performance which has resulted in a deferral of much of Hickory's revenue to
the  point  where  they  are measurable in the subsequent year.  In addition, we
received  revenue from the assets that we acquired from Around The World Travel,
Inc., which was offset by a loss from our call center operations during the same
period.  We  had not acquired these assets or started our call center operations
during  the  three  month  period  ended  September  30,  2004.



     Depreciation  and  amortization  expense  increased  $181,414,  or  77%, to
$417,965  for  the  three  months  ended  September  30,  2005,  as  compared to
depreciation  and  amortization  expense  of $236,551 for the three months ended
September  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  $776,326,  or  35%,  to
$2,985,390 for the three months ended September 30, 2005, as compared to general
and  administrative  expenses of $2,209,064 for the three months ended September
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,an increase in general and personnel
expenses incurred by American Travel & Marketing Group, Inc., which develops and
operates  Internet  structured  affinity  clubs,  increases  in general expenses
incurred  by Comtech Fibernet, Inc., which operates a fiber optics business, and
a write-off of accounts receivable by American Leisure Marketing and Technology,
Inc.,  which is non-operating. 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 increased $1,172,840, or 108%, to $2,261,933 for the
three  months ended September 30, 2005, as compared to a loss from operations of
$1,089,093  for  the three months ended September 30, 2004. The increase in loss
from  operations  was  due  to  the  decrease  in  revenue  and  the increase in
depreciation  and  amortization expense and general and administrative expenses.

     Interest  expense  increased  $585,361,  or 463%, to $711,666 for the three
months ended September 30, 2005, as compared to interest expense of $126,305 for
the three months ended September 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  and  interest on additional debt that we either assumed or incurred in
acquiring  substantially  all  of  the  assets  of Around The World Travel, Inc.

     We did not have income or loss attributable to minority interest of Hickory
for  the  three  months  ended  September  30,  2005,  as  compared  to  income
attributable  to  minority  interest  of  $26,062  for  the  three  months ended
September  30,  2004.

     Loss  from equity in operations of unconsolidated affiliate was $59,743 for
the  three  months  ended  September 30, 2005, which was attributable to our 49%
interest  in the joint venture that operates the call center. We did not have an
interest  in  these  operations  for  the three months ended September 30, 2004.

     Loss  before  income taxes increased $1,844,006, or 155%, to $3,033,342 for
the  three  months  ended  September 30, 2005, as compared to loss before income
taxes  of $1,189,336 for the three months ended September 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 in addition to the increase in loss
from  operations.



     We  did  not record a provision for income taxes for the three months ended
September  30,  2005.  We  recorded a provision for income taxes of $(1,452) for
the  three months ended September 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 $1,842,554, or 155%, to $3,033,342 for the three months
ended  September  30,  2005, as compared to net loss of $1,190,788 for the three
months  ended  September 30, 2004. The increase in net loss was primarily due to
the  increase  in depreciation and amortization expense, the increase in general
and  administrative  expenses,  the  increase in interest expense, the loss from
equity  in  operations  of  unconsolidated  affiliate and the decrease in income
attributable  to  minority  interest.

     We  accrued  undeclared  preferred stock dividend of $350,890 for the three
months  ended  September  30,  2005,  as  compared to undeclared preferred stock
dividend  of $275,969 for the three months ended September 30, 2004. Information
regarding  undeclared  preferred  stock  dividend  can be found in Note H of the
Notes  to  Financial Statements included elsewhere in this report.  The increase
in  undeclared  preferred  stock  dividend was due to the issuance of additional
shares  of  preferred  stock  with  cumulative  dividends.

     Net  loss  after preferred stock dividend increased $1,917,474, or 131%, to
$3,384,232  with  basic  and  diluted  net loss per share of $0.33 for the three
months  ended  September  30,  2005,  as compared to net loss of $1,466,757 with
basic  and  diluted  net  loss  per  share  of  $0.16 for the three months ended
September  30,  2004.  Information  regarding  net  loss  after  preferred stock
dividend  can  be  found in Note H of the Notes to Financial Statements included
elsewhere  in  this  report.  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  in  addition  to  the  increase  in  net  loss.

Nine  Months  ended  September  30,  2005  Compared  to  Nine  Months  Ended
----------------------------------------------------------------------------
September 30, 2004
------------------

     Revenue  increased  $1,938,872,  or  53%, to $5,640,341 for the nine months
ended  September  30,  2005,  as  compared to revenue of $3,701,469 for the nine
months  ended  September  30,  2004.  The  increase  in  revenue  was  primarily
attributable  to additional revenue from the assets that we acquired from Around
The  World  Travel,  Inc.  and the gain from the sale of property in March 2005.

     Depreciation  and  amortization  expense  increased  $552,349,  or  81%, to
$1,231,892  for  the  nine  months  ended  September  30,  2005,  as compared to
depreciation  and  amortization  expense  of  $679,543 for the nine months ended
September  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  $1,567,715,  or  26%, to
$7,662,588  for the nine months ended September 30, 2005, as compared to general



and  administrative  expenses  of $6,094,873 for the nine months ended September
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, an increase in general and personnel
expenses incurred by American Travel & Marketing Group, Inc., which develops and
operates  Internet  structured  affinity  clubs,  increases  in general expenses
incurred  by Comtech Fibernet, Inc., which operates a fiber optics business, and
a write-off of accounts receivable by American Leisure Marketing and Technology,
Inc.,  which is non-operating. 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  increased  $181,192, or 5.9%, to $3,254,139 for the
nine  months  ended September 30, 2005, as compared to a loss from operations of
$3,072,947  for  the  nine months ended September 30, 2004. The increase in loss
from  operations  was  primarily  due  to  the  increase  in  depreciation  and
amortization  expense  and  general  and  administrative  expenses.

     Interest  expense increased $1,233,259, or 573%, to $1,448,510 for the nine
months ended September 30, 2005, as compared to interest expense of $215,251 for
the  nine  months ended September 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 and interest on additional debt that we
either  assumed  or  incurred  in  acquiring  substantially all of the assets of
Around  The  World  Travel,  Inc.

     We did not have income or loss attributable to minority interest of Hickory
for the nine months ended September 30, 2005, as compared to income attributable
to  minority  interest of $510,348 for the nine months ended September 30, 2004.

     Loss from equity in operations of unconsolidated affiliate was $274,537 for
the  nine  months  ended  September  30, 2005, which was attributable to our 49%
interest in the joint venture that operates the call center.  We did not have an
interest  in  these  operations  for  the  nine months ended September 30, 2004.

     Loss  before  income  taxes increased $2,199,336, or 79%, to $4,977,186 for
the  nine  months  ended  September  30, 2005, as compared to loss before income
taxes  of  $2,777,850 for the nine months ended September 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 in addition to the increase in loss
from  operations.

     We  did  not  record a provision for income taxes for the nine months ended
September 30, 2005. We recorded a provision for income taxes of $(5,322) for the
nine  months  ended  September  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  $2,194,014, or 79%, to $4,977,186 for the nine months
ended  September  30,  2005,  as compared to net loss of $2,783,172 for the nine
months  ended  September 30, 2004. The increase in net loss was primarily due to
the  increase  in depreciation and amortization expense, the increase in general
and  administrative  expenses,  the  increase in interest expense, the loss from
equity  in  operations  of  unconsolidated  affiliate and the decrease in income
attributable  to  minority  interest.



     We  accrued  undeclared preferred stock dividend of $1,052,670 for the nine
months  ended  September  30,  2005,  as  compared to undeclared preferred stock
dividend  of  $551,938 for the nine months ended September 30, 2004. Information
regarding  undeclared  preferred  stock  dividend  can be found in Note H of the
Notes  to  Financial Statements included elsewhere in this report.  The increase
in  undeclared  preferred  stock  dividend was due to the issuance of additional
shares  of  preferred  stock  with  cumulative  dividends.

     Net  loss  after  preferred stock dividend increased $2,694,746, or 81%, to
$6,029,856  with  basic  and  diluted  net  loss per share of $0.60 for the nine
months  ended  September  30,  2005,  as compared to net loss of $3,335,110 with
basic  and  diluted  net  loss  per  share  of  $0.41  for the nine months ended
September  30,  2004.  Information  regarding  net  loss  after  preferred stock
dividend  can  be  found  in Note H of the Note to Financial Statements included
elsewhere  in  this  report.  The  increase  in  net  loss after preferred stock
dividend  was due to the increase in preferred stock dividend in addition to the
increase  in  net  loss.

     We  had  an  accumulated  deficit  of $14,349,827 as of September 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

     In September 2005, we received an additional $75,000 through an increase in
one  of  our  credit  facilities  with Stanford.  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. TraveLeaders has
generated  revenues  during  2005  that  are  lower  than the projected revenues
provided  by  Around  The  World  Travel,  Inc.  when  we  were  negotiating the
acquisition of substantially all of its assets.  These projections may have been
used by the third-party investment banking firm that provided a valuation of the
assets.   Our reliance on those projections and on the valuation may require the
further  procurement of additional capital to support Traveleaders in the fourth
quarter  of 2005 if the projections are not fully realized.  See "Risks Relating
To  Our  Travel  Division."  Also,  in  November, 2005, $1,250,000 of our credit
facility  with  Stanford is scheduled to mature. Stanford has verbally agreed to
extend  the  maturity  through the closing of the credit facilities with KeyBank
(discussed  below).  We  anticipate  either renewing the facility or repaying it
via  refinancing  our  accounts  receivable  with  a commercial bank.  Two notes
payable  to  third  parties  in the aggregate  amount of $7,853,266 plus accrued
interest  of  $534,764 as of September 30, 2005 were scheduled to mature on such
date. By virtue of the pending closing of our credit facilities with KeyBank and
a verbal extension through the closing of our credit facilities, we have avoided
default  on these loans.  We plan to repay the notes with part of the funds that
we  plan to receive from KeyBank (as discussed below) and from the completion of
a  contract  for  sale  of the 40 acres of commercial land adjoining The Sonesta
Orlando  Resort  at  Tierra  Del Sol for $7,000,000, of which we have received a
deposit of $3,012,032.  In November 2003, we entered into an agreement with Town
Center  Commercial  Group,  LLC  to  sell  the  land;  however,  the closing was
conditioned upon  us  releasing  this property from its mortgage with Grand Bank
& Trust of Florida,  as  disclosed in our Form 10-KSB filed on May 21, 2004. The
balance  of  the  purchase  price  will  be paid in cash. We plan to satisfy the
mortgages and close the sale upon closing  the  credit  facilities with KeyBank.



We  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  and  to  purchase  from  us certain land
to be owned by the district. KeyBank  has confirmed to us that 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
November  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  and  are  shown on our balance sheet as restricted cash.
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  $8,833,468  as  of September 30, 2005,
which  consisted  of  cash  of  $6,711,563,  of which $6,231,933 was restricted,
prepaid  expenses  and  other  assets  of  $1,271,186,  accounts  receivable  of
$768,464,  and  note receivable  of $82,255. The restricted cash is for deposits
received  on pre-sale contracts, which are being held in escrow. The majority of
accounts  receivable  represent  the  travel  receivables  of  Hickory.

     We  had  total current liabilities of $17,787,830 as of September 30, 2005,
which  consisted  of  current  maturities of long-term debt and notes payable of
$8,519,468  accounts  payable  and  accrued  expenses  of  $3,467,878,  customer
deposits  of  $3,012,032,  accrued  expenses  to officers of $1,767,500, current
maturities   of  notes   payable  to  related   parties  of  $916,317  of  which
approximately  $150,844  was  owed  to  our  CEO/director and his affiliates and
$131,945  was  owed  to  another  director,  and  other  current  liabilities of
$104,635.  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 $8,519,468, which includes two notes
payable  to  third  parties  in  the  aggregate  amount  $7,853,266 plus accrued
interest of $534,764 as of September 30, 2005, which were scheduled to mature on
such  date.  By  virtue  of  the  pending  closing of our credit facilities with
KeyBank  and a verbal extension through the closing of our credit facilities, we
have  avoided  default  on  these  loans.

     We had negative net working capital of $8,954,362 as of September 30, 2005.
The ratio of total current assets to total current liabilities was approximately



50%  as  of September 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 and the sale of the commercial land as referred
to  above.

     Net  cash  provided  by  operating  activities was $15,848,100 for the nine
months  ended  September 30, 2005, as compared to net cash provided by operating
activities  of  $5,665,490  for  the  nine  months ended September 30, 2004. The
increase  in net cash provided by operating activities for the nine months ended
September 30, 2005 was attributable to an increase in deposits on unit pre-sales
of  $15,390,518,  an increase in customer deposits of $3,012,032, an increase in
accounts  payable  and accrued expenses of $1,879,537, a decrease in receivables
of  $1,739,931,  an adjustment of $1,448,510 for non-cash  interest expense, and
an  adjustment of $1,231,892 for depreciation and amortization which were offset
by net  loss  of $4,977,186, an increase in prepaid commissions of $2,840,542, a
decrease  in  shareholder advances and notes payable of $596,265 and an increase
in  prepaid  and  other  assets  of  $440,325.

     Net  cash  used in investing activities was $15,495,088 for the nine months
ended  September  30, 2005, as compared to net cash used in investing activities
of  $9,054,984  for  the  nine months ended September, 2004. The increase in net
cash  used  in  investing  activities was attributable to capitalization of real
estate  carrying costs of $8,390,038, increase in restricted cash of $6,231,933,
the acquisition of AWT assets for which we used cash of $767,291 and acquisition
of fixed assets of $105,828 for the nine months  ended  September  30,  2005.

     Net  cash  provided  by  financing activities was $(2,139,424) for the nine
months  ended  September 30, 2005, as compared to net cash provided by financing
activities  of  $5,490,283  for  the  nine  months ended September 30, 2004. The
decrease  in net cash provided by financing activities was due to the payment of
debt  of $1,980,189 and payments of notes payable to related parties of $913,084
for  the nine months ended September 30, 2005 which were offset by proceeds from
notes  payable of $512,124 and proceeds of notes payable from related parties of
$241,725.

     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 and to purchase from us
certain  land  to  be  owned  by  the  district.

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

     At  September 30, 2005, we had outstanding principal balance of $11,680,000
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,  which  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.  Stanford has verbally agreed to
extend  the  maturity through the closing of the credit facilities with KeyBank.
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  $1,430,000  secured  revolving  credit  facility  with  Stanford bears
interest  at  a  fixed  rate  of  8%  per  annum  and matures April 22, 2007. We
received  $75,000  of  this  amount  in  September 2005.  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 September 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.



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 and to purchase from us
certain  land  to  be  owned  by  the  district.

     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. 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. KeyBank has confirmed
to us that 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
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. 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  by  the end of 2005; 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  September 30, 2005, we had an
accumulated  deficit  of  $14,349,827.

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  $11,680,000  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  $11,680,000  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  $1,430,000  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.

HURRICANES  AND  OTHER  ACTS  OF  GOD  HAVE OCCURRED WHICH HAVE HAD A MATERIALLY
ADVERSE  AFFECT  ON  OUR TRAVEL DIVISION AND ARE LIKELY TO INCREASE OUR COSTS TO
BUILD  THE  SONESTA ORLANDO RESORT AT TIERRA  DEL  SOL.  THESE AND OTHER ACTS OF
GOD  COULD  HAVE  A  MATERIALLY  ADVERSE  EFFECT  ON  ALL  OF  OUR  DIVISIONS.

The  destruction  to  Florida  and the Gulf Coast caused by hurricanes Wilma and
Katrina,  tornadoes  and severe thunderstorms during the period from August 2005
to  October  2005 caused TraveLeaders' offices in South Florida to close for two
weeks.  These  closures  had  a materially adverse effect on cash flows from the
TraveLeaders  business  during  that  period  and  may have a materially adverse
effect on cash flows or other aspects of our Travel Division going forward.  The
destruction has increased the demand for construction labor and materials, which
will likely increase our costs to build The Sonesta Orlando Resort at Tierra del
Sol.  We  believe  that we may be able to pass some or all of these increases to
our customers under their purchase contracts although there is no certainty that
we  can  achieve  this with all of our customers. If we are required to pay more
for  construction  labor  and materials or we are unable to obtain such labor or
materials  at  all,  it  would  have  a  materially adverse effect on our Resort
Development  Division,  our  liquidity and our financial condition. In addition,
these  and  other  Acts  of  God  may  have  a  materially adverse effect on our
Communications  Division  as well as other operations within our Travel Division
and  Resort  Development  Division.

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 and to purchase from us
certain land to be owned by the district.  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.  See  "Risks  Related  to  Our  Travel Division," below, for information
regarding  delays  that  we  have  experienced  in  closing  the  KeyBank loans.



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 PROFIT
SHARE 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  profit  share  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 Wright
Resort Villas and Hotels Inc., formerly American Leisure Hospitality Group, Inc.
We do not have any agreements with our officers regarding the profit share 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'  profit share is limited, it is not subject to the
buy-out by us described below. It is proposed that the executive officers of our
other subsidiaries may participate in a profit share of up to 19% of the pre-tax
profits  of  the  subsidiary  in which they serve as executive officers. We will
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 profit shares 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,  but  not  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 profit share of 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 profit shares, 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  elsewhere in this report). We may need more capital for TraveLeaders
than originally expected as discussed below. Also, in November, 2005, $1,250,000
of  our  credit  facility  with  Stanford  is  scheduled to mature. Stanford has
verbally  agreed  to  extend  the  maturity  through  the  closing of the credit
facilities  with  KeyBank.  Two  notes payable to third parties in the aggregate
amount to $7,853,266 plus accrued interest of $534,764 as of September 30, 2005,
were  scheduled  to mature on such date. By virtue of the pending closing of our
credit facilities with KeyBank and a verbal extension through the closing of our
credit  facilities, we have avoided default on these loans. We plan to repay the
notes  with part of the funds that we plan to receive from KeyBank, and from the
completion  of  a  contract  for  the  sale  of  40 acres of commercial land. We
originally  planned to close the credit facilities with KeyBank in October 2005,
but  we  have  changed  the  expected  closing date to the end of 2005 to enable
KeyBank  to  syndicate  the  loan.  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 restructure or
refinance all or a portion of our outstanding debt.

WE  HAVE  EXPERIENCED DELAYS IN CLOSING THE CREDIT FACILITIES WITH KEYBANK WHICH
WE  NEED  IN  ORDER  TO  PAY  A  SIGNIFICANT AMOUT OF OUR CURRENT LIABILITIES TO
PREVENT  DEFAULTS.

     We  originally  planned  to  close  the  credit  facilities with KeyBank in
October  2005,  and  use  part  of  the  funds  to pay the short term portion of
long-term  debt  and notes payable. We have changed the expected closing date to
the  end  of  2005  to  enable  KeyBank  to  syndicate the loan. There can be no



assurance  that  we  will close the credit facilities with KeyBank as planned or
obtain  other  financing to satisfy our current liabilities. If we are unable to
close  the credit facilities with KeyBank as scheduled, or at all, it would have
a  materially  adverse  effect  on  our liquidity and financial condition and we
would  be  in  risk  of  defaulting  on  a  significant  amount  of  our current
liabilities.

TRAVELEADERS  HAS  GENERATED  REVENUES  DURING  2005  THAT  ARE LOWER THAN THOSE
PROJECTED BY AROUND THE WORLD TRAVEL, INC., WHICH HAS AND COULD CONTINUE TO HAVE
A MATERIALLY ADVERSE EFFECT ON OUR CASH FLOW, RESULTS OF OPERATION AND FINANCIAL
CONDITION.

     TraveLeaders  has  generated  revenues  during 2005 that are lower than the
projected  revenues  provided  by  Around  The  World  Travel, Inc. when we were
negotiating  the  acquisition  of  substantially   all  of  its  assets.   These
projections  may  have been used by the third-party investment banking firm that
provided  a  valuation of the assets. We are continuing to negotiate with Around
The  World  Travel, Inc. regarding the purchase price we paid for the assets and
the  terms  of that payment. In addition, TraveLeaders' offices in South Florida
were  closed  for  two  weeks  due  to hurricanes as discussed under the heading
"Risks  Relating To Our Capital and Liquidity Needs." The unrealized projections
and  the closures have had a materially adverse effect on our cash flow, results
of  operations and financial condition. They could continue to have a materially
adverse  effect  in the future and could require us to obtain additional capital
to support TraveLeaders in the fourth quarter of 2005 and beyond.

AROUND  THE  WORLD  TRAVEL, INC. MAY HAVE MISREPRESENTED TO US AND THIRD PARTIES
THE PROJECTED REVENUES FROM TRAVELEADERS, WHICH COULD LEAD TO A DETERMINATION BY
US THAT GOODWILL IS MATERIALLY IMPAIRED AND REQUIRE US TO RESTATE OUR PREVIOUSLY
ISSUED  FINANCIAL  STATEMENTS  AND/OR  DISCLOSE  THAT  THE  AUDIT  REPORT OF OUR
INDEPENDENT  ACOUNTANTS  AND/OR THEIR COMPLETED INTERIM REVIEWS SHOULD NO LONGER
BE  RELIED  UPON.

     We  believe  that Around The World Travel, Inc. may have misrepresented the
projected  revenues of TraveLeaders which could affect the value that we paid to
acquire  the  assets  from  them. A third-party investment banking firm may have
used  these  projections  in  its  valuation  of  the assets. We had goodwill of
$14,425,437  as  of September 30, 2005, of which $12,585,435 was attributable to
the  assets  that  we  acquired from Around The World Travel, Inc. If Around The
World  Travel,  Inc.  misrepresented  the projected revenues of TraveLeaders, it
could  lead to a determination by us that goodwill is materially impaired, which
would  have  a  materially adverse effect on our business, results of operations
and  financial  condition  and could require us to restate our previously issued
financial  statements  and/or  disclose that the audit report of our independent
accountants  and/or  one  or  more  of their completed interim reviews should no
longer  be  relied  upon.  We  are continuing to negotiate with Around The World
Travel,  Inc.  regarding the purchase price for the assets and the terms of that
payment.

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  investigating  the economic attributes of entering into multi-year
global  distribution  system  contracts.  These  contracts   typically  cover  a
five-year  period and could require us to meet certain performance objectives if
we  receive  advance  consideration  within  such  a contract in anticipation of
stated  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  could  have a material adverse effect on our business, liquidity and results
of operations.

THE 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.

     The  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 the 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  costs
increase  and our manager  cannot,  in  turn,  increase  the  service fees or it
has  to  decrease  the  service  fees  due  to  a  failure  to  achieve  defined
performance  objectives,  it  will  have  a  material  adverse  effect   on  the
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 do the following:

     -    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.

     There  are  new  rules and regulations proposed to the SEC by NASDAQ, which
rules  are proposed to be effective as October 1, 2005, and will amend the OTCBB
rules  relating  to the timely filing of periodic reports with the SEC. Pursuant
to  the  proposed  rules,  any  OTCBB issuer who fails to file a periodic report
(Form  10-QSBs  or 10-KSBs) by the due date of such  report  (or, if applicable,
the  due  date under any extension granted to the issuer by the filing of a Form
12b-25),  three  (3) times during any twenty-four (24) month period would be de-
listed from the OTCBB. Such removed issuer would not be re-eligible to be listed
on  the  OTCBB  for  a period of one-year, during which time any subsequent late
filing  would  reset the one-year period of de-listing. As the proposed rule has
not  been adopted as of the filing of this report, we can make no assurance that
the  final  rule,  if  any,  will be more or less harsh and/or carry a lesser or
greater  penalty.  If  the  proposed  rule  change  is  adopted  and/or any rule
relating to the late filing of our periodic reports, and we are late three times
in  any  twenty-four  (24)  month  period  and are de-listed from the OTCBB, our
securities  may  become worthless and we may be forced to curtail or abandon our
business plan.


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. 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 an
American  Leisure,  Inc.  obligation  to Smee, it is believed that such a ruling
would  not  directly affect American Leisure Holdings, Inc. The litigation is in
the  discovery phase and is not currently set for trial. We have been advised by
our attorneys in this matter that Mr. Wright's position on the facts and the law
is stronger than the positions asserted by the Smee Entities.

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

     In  February  2003,  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, Inc. 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, Inc., Mr. Wright or us.

     In  early  May  2004,  Around The World Travel, Inc., of which we purchased
substantially  all  of  the  assets,  filed  a lawsuit in the Miami-Dade Florida
Circuit  Court  against  Seamless  Technologies,  Inc.  and e-TraveLeaders, Inc.
alleging  breach  of  contract and seeking relief that includes monetary damages
and  termination  of  the  contracts.  We  were  granted  leave  to intervene as
plaintiffs in the original lawsuits against Seamless and e-TraveLeaders. On June
28,  2004,  the  above  named  defendants  brought suit against Around The World
Travel  and  American  Leisure  Holdings,  Inc.  in  an  action  styled Seamless
Technologies,  Inc.  et  al.  v.  Keith  St. Clair et al. This suit alleges that
Around  The  World  Travel  has  breached  the  contracts and also that American
Leisure  Holdings,  Inc.  and  Around The World Travel's Chief Executive Officer
were complicit with certain officers and directors of Around The World Travel in
securing  ownership  of  certain assets for American Leisure Holdings, Inc. that
were  alleged  to  have been a business opportunity for Around The World Travel.
This  lawsuit  involves  allegations  of  fraud  against  Malcolm J. Wright. The
lawsuit  filed  by  Seamless  has been abated and consolidated with the original
lawsuit  filed  by  Around  The  World  Travel.  In  a related matter, Seamless'
attorneys  brought  another action entitled Peter Hairston v. Keith St. Clair et
al.  This suit mimics the misappropriation of business opportunity claim, but it
is  framed  within  a  shareholder  derivative action. The relief sought against
American  Leisure Holdings, Inc. includes monetary damages and litigation costs.
We  intend  to vigorously support the original litigation filed against Seamless
and  defend the counterclaim and allegations against us. The court has dismissed
certain  claims  of  tortious  interference  against  the Company and Malcolm J.
Wright  and provided Seamless with leave to amend those claims with specificity.
To  date,  the  claims have not been amended by Seamless. In addition, the court
dismissed a claim of conspiracy and a demand for judgment.

     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  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.  A hearing on our motion is scheduled
in  December  2005.

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

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

ITEM  2.     UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

     In  July  2005,  we  issued  171  shares of Series E preferred stock to The
Martin  Topolsky  Trust  in  exchange for an equity interest in Around The World
Travel  Holdings,  Inc.,  consisting  of 13,500 shares of its Series A preferred
stock  and  21,687  shares  of  its  common  stock.  We  claim an exemption from
registration  afforded  by  Section 4(2) of the Act since the foregoing issuance
did  not involve a public offering, the recipient took the shares for investment
and not resale and we took appropriate measures to restrict transfer.

     On July 1, 2005,  we granted  warrants to L. William Chiles, a Director, to
purchase  168,672 shares of our common stock at an exercise  price  of $1.02 per
share  and  warrants  to   Malcolm J. Wright, our Chief Executive Officer, Chief
Financial Officer and a Director, to purchase 347,860 shares of our common stock
at  an  exercise  price of $1.02 per share. We issued the warrants to Mr. Chiles
and  Mr.  Wright  as  consideration  for them renewing their personal guarantees
regarding  the  loan with Grand Bank & Trust of Florida  in  connection with our
renewal  of  that  loan.  We  claim  an  exemption from registration afforded by
Section  4(2)  of  the  Act  since the foregoing grants did not involve a public
offering, the  recipients took the warrants for investment and not resale and we
took  appropriate  measures to restrict transfer.

     In  September  2005,  we granted warrants to purchase 100,000 shares of our
common stock at an exercise price of $1.02 per share to Frederick Pauzar for his
services  as a director.  The warrants vested immediately with respect to 25% of
the  shares  and  will  vest with respect to 25% of the shares on the next three
anniversaries  of  the date on which Mr. Pauzar became a director, provided that
Mr.  Pauzar is still serving as a director on such dates.  We claim an exemption
from  registration afforded by Section 4(2) of the Act since the foregoing grant
did  not  involve  a  public  offering,  the  recipient  took  the  warrants for
investment and not resale and we took appropriate measures to restrict transfer.

     In  September 2005, we received an additional $75,000 from Stanford through
an  increase in one of our credit facilities with Stanford.  Interest accrues at
a  fixed  rate of 8% per annum and matures April 22, 2007 pursuant to the credit
facility.  Interest  accrues  through March 31, 2006 and is due on April 3, 2006
and interest is due quarterly in arrears for periods after April 1, 2006. At the
sole  election  of  the lender, any amount outstanding under the credit facility
may be converted into shares of our common stock at a conversion price of $10.00
per  share.  The credit facility is secured by all of the issued and outstanding
stock  of  our  subsidiary,  Caribbean  Leisure  Marketing Limited.  We claim an
exemption  from  registration  afforded  by  Section  4(2)  of the Act since the
foregoing  sale  of  securities  did  not  involve  a  public  offering, was for
investment  by  Stanford  and not for resale and we took appropriate measures to
restrict  transfer.



ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

None.

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

None.

ITEM  5.     OTHER  INFORMATION.

     Related Party Transactions
     --------------------------

     We  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 September 30, 2005, the aggregate
amount  of  salary payable accrued to Mr. Wright was $1,581,250.  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
September  30,  2005,  the  aggregate  amount  of  salary payable accrued to Mr.
Chiles  was  $186,250,  which  includes  interest  of  $11,250.

     We  pay  or  accrue  directors'  fees  to  each of our four directors in an
amount  of $18,000 per year for their services as directors. As of September 30,
2005,  we  had  accrued  an  aggregate  amount  of  directors' fees of $159,000.

     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 continuing 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 and Mr. Chiles



renewed  their personal guarantees regarding the loan with Grand Bank & Trust of
Florida  in  connection  with  our  renewal  of  that loan.  We granted  168,672
warrants  and 347,860 warrants to Mr. Chiles and Mr. Wright, respectively, at an
exercise price of $1.02 per share for their renewal guarantees.  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  granted additional
warrants  pursuant  to  the debt guarantor agreement  in consideration  for  his
personal  guarantees.

     We  may  provide  the  executive  officers  of  each of our subsidiaries an
aggregate  profit  share  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 Wright
Resort Villas and Hotels Inc., formerly American Leisure Hospitality Group, Inc.
We do not have any agreements with our officers regarding the profit share 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'  profit share 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. It is proposed that the executive officers of our
other subsidiaries may participate in a profit share of up to 19% of the pre-tax
profits  of  the  subsidiary  in which they serve as executive officers. We will
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 profit share
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 September 30, 2005, the total costs plus fees
amounted  to  $9,232,678  which  resulted  in  a  development  fee  of  $369,307
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  September  30,  2005,  the total sales
made  by  Xpress  amounted  to  approximately  $236,409,099.  As a result of the
sales,  we  are  currently  obligated to pay Xpress a sales fee of approximately



$3,546,136  and a marketing  fee  of $3,546,136. Based on the sales contracts as
of September 30, 2005, we  will  be  obligated to pay Xpress the remaining sales
fee  of  $3,546,136 upon closing  the  sales  of  the  units.  As  of  September
30,  2005,  we had paid Xpress $6,765,244 consisting of cash and other property.
We  have  included the remaining amount of $327,029 that we currently owe Xpress
in  current  maturities  of  notes  payable  to  related  parties.

     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.

     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.

     We  no  longer  have an advisory board, which during 2004 and 2005 included
Thomas  Cornish,  Charles  J.  Fernandez  and  David  Levine.  Messrs.  Cornish,
Fernandez  and  Levine now provide consulting services to us.  They may serve as
directors  in the future.  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  rendered  or  to  be
rendered.  The  warrants  vested immediately to each of them with respect to the
purchase of 50,000 shares. Warrants to purchase the remaining 50,000 shares will
vest  to each of them in equal amounts on the next two anniversaries of the date
of  their  grants,  provided  they are then serving as a consultant or director.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBIT NO.    DESCRIPTION OF EXHIBIT

10.1(1)        Commitment  Letter  with  KeyBank  National  Association  for
               $96,000,000 for Phase I

10.2(1)        Commitment  Letter  with  KeyBank  National  Association  for
               $14,850,000 for Phase II

10.3(2)        Re-Stated Promissory Note for $6,356,740 issued in favor of
               Around The World Travel, Inc. dated June 30, 2005.



99.1(3)        Press  Release  issued  September  6,  2005, announcing
               Frederick W. Pauzar as Chief Operating Officer and a
               Director

  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

*    Filed  herein.

(1)  Filed  as  Exhibit  10.1  and  10.2,  respectively to the Registrant's
     Form 8-K on August 18, 2005, and incorporated herein by reference.
(2)  Filed  as  Exhibit  10.5 to  the  Registrant's  Form  8-K on August 19,
     2005, and incorporated herein by reference.
(3)  Filed  as  Exhibit  99.1 to  the  Registrant's  Form  8-K on September
     6, 2005, and incorporated herein by reference.

REPORTS ON FORM 8-K

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

(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.

(4)  Report  on  Form  8-K  filed  on  September  6,  2005,  to  report  the
     appointment of Frederick W. Pauzar as a director and as the Company's Chief
     Operating Officer.

(5)  Report  on  Form  8-K  filed  on  September  22,  2005,  to  report  a
     non-binding  term sheet to acquire 100% of the membership interests of Vici
     Marketing Group, LLC solely in exchange for the Company's common stock.



                                   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:  November 21,  2005