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

                                   FORM 10-QSB

(Mark One)

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

               For the quarterly period ended March 31, 2006

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

               For the transition period from           to
                                             -----------   --------------
               Commission file number 333-48312

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


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

                     2460 Sand Lake Road, Orlando, FL 32809
                     --------------------------------------
                    (Address of principal executive offices)

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



     Check  whether  the  registrant  (1)  has 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  [ ].

     As  of  May  16, 2005, 10,642,974 shares of Common Stock of the issuer were
outstanding  ("Common  Stock"),  which amount does not include 850,000 shares of
common stock held by our Director, William Chiles, which original 850,000 shares
held  by  Mr.  Chiles were reissued to Mr. Chiles into a greater number of share
certificates  in  smaller  amounts,  but  which  original  shares  have not been
cancelled  by our Transfer Agent.  We are currently in the process of cancelling
the  original 850,000 shares issued to Mr. Chiles, at which time Mr. Chiles will
beneficially  own  a  total  of  850,000  shares  of  our  common  stock.

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



                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS




                               AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                            AS OF MARCH 31, 2006 AND YEAR ENDED DECEMBER 31, 2005

                                                                         MARCH 31, 2006    DECEMBER 31, 2005
                                                                        ----------------  -------------------
                                                                           UNAUDITED
                                                                                              
                                            ASSETS
CURRENT ASSETS:
    Cash                                                                $        335,416   $          225,055
    Cash - Restricted                                                         21,249,358           13,175,354
    Accounts receivable, net                                                   1,080,412            2,043,141
    Other receivable                                                           5,788,553            6,587,357
    Prepaid expenses and other                                                    90,894               99,418
                                                                        ----------------  -------------------
             Total Current Assets                                             28,544,633           22,130,325
                                                                        ----------------  -------------------


PROPERTY AND EQUIPMENT, NET                                                    4,198,657            4,583,853
                                                                        ----------------  -------------------
LAND HELD FOR DEVELOPMENT                                                     49,312,308           34,695,281
                                                                        ----------------  -------------------

OTHER ASSETS
    Prepaid Sales Commissions                                                  8,742,733            7,770,949
    Prepaid Sales Commissions - affiliated entity                              3,469,838            3,516,209
    Investment-Senior Notes                                                    5,170,000            5,170,000
    Goodwill                                                                   5,925,437            5,925,437
    Trademark                                                                    968,750              975,000
    Other                                                                      3,747,452            5,156,193
                                                                        ----------------  -------------------
             Total Other Assets                                               28,024,210           28,513,788
                                                                        ----------------  -------------------

TOTAL ASSETS                                                            $    110,079,808   $       89,923,247
                                                                        ================  ===================

                             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current maturities of long-term debt and notes payable             $     18,117,620   $        1,790,808
     Current maturities of notes payable-related parties                       1,095,541            1,268,101
     Accounts payable and accrued expenses                                     3,800,767            3,782,822
     Accrued expenses - officers                                               3,705,500            3,393,500
     Other                                                                       109,338              285,443
                                                                        ----------------  -------------------
             Total Current Liabilities                                        26,828,766           10,520,674

Long-term debt and notes payable                                              36,360,032           34,532,851
Put liability                                                                    985,000              985,000
Deposits on unit pre-sales                                                    38,068,034           37,666,368
                                                                        ----------------  -------------------
             Total liabilities                                               102,241,832           83,704,893
Commitments and contingencies                                           ----------------  -------------------

STOCKHOLDERS' EQUITY:
     Preferred stock; 1,000,000 shares authorized; $.001 par value;
       1,000,000 Series "A" shares issued and outstanding at
      March 31, 2006 and December 31, 2005                                        10,000               10,000
     Preferred stock; 100,000 shares authorized; $.01 par value;
       2,825 Series "B" shares issued and outstanding at
      March 31, 2006 and December 31, 2005                                            28                   28
     Preferred stock, 28,000 shares authorized; $.01 par value
      27,189 Series "C" shares issued and outstanding at
      March 31, 2006 and December 31, 2005                                           272                  272
     Preferred stock; 50,000 shares authorized; $.001 par value;
       24,101 Series "E" shares issued and outstanding at
      March 31, 2006 and December 31, 2005                                            24                   24
     Preferred stock; 150,000 shares authorized; $.01 par value;
       0 and 0 Series "F" shares issued and outstanding at
      March 31, 2005 and December 31, 2005                                             -                    -
     Common stock, 6.001 par value; 100,000,000 shares authorized;
       10,642,974 shares issued and outstanding at  March 31, 2006 and
       10,334,974 shares issued and outstanding at  December 31, 2005             10,643               10,335

     Additional paid-in capital                                               20,173,901           19,697,115

     Accumulated deficit                                                     (12,356,892)         (13,499,420)
                                                                        ----------------  -------------------
             Total Stockholders' Equity                                        7,837,976            6,218,354
                                                                        ----------------  -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $    110,079,808   $       89,923,247
                                                                        ================  ===================


See accompanying notes to financial statements.





                     AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                        THREE MONTHS ENDED MARCH 31, 2006 AND 2005


                                              THREE MONTHS ENDED  THREE MONTHS ENDED
                                                 MARCH 31, 2006     MARCH 31, 2005
                                                   -----------        -----------
                                                    UNAUDITED          UNAUDITED
                                                                    
Revenue
    Operating Revenues                         $     1,662,295    $    1,605,754
    Undeveloped Land Sales                          13,129,246         4,132,911
                                                   -----------        ----------

Total Revenue                                       14,791,541         5,738,665

Cost of Undeveloped Land Sales                      (9,796,634)       (3,062,991)
                                                   -----------        ----------

Gross Margin                                         4,994,907         2,675,674

Operating Expenses:
    Depreciation and amortization                     (415,372)         (431,382)
    General and administrative expenses             (2,259,945)       (2,405,156)
                                                   -----------        ----------

Income (Loss) from Operations                        2,319,590          (160,864)
                                                   -----------        ----------
Interest Expense                                    (1,240,148)         (393,319)

Equity in operations of unconsolidated affiliate        64,484                 -
                                                   -----------        ----------
Total Other Income (Expense)                        (1,175,664)         (393,319)
                                                   -----------        ----------

Income (Loss) before Income Taxes                    1,143,926          (554,183)

PROVISIONS FOR INCOME TAXES                             (1,399)                -
                                                   -----------        ----------

NET INCOME (LOSS)                               $    1,142,527     $    (554,183)
                                                   ===========        ==========

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                         $         0.07     $       (0.09)
                                                   ===========        ==========

WEIGHTED AVERAGE SHARES OUTSTANDING
      BASIC AND DILUTED                             10,620,530         9,977,974
                                                   ===========        ==========


See accompanying notes to financial statements.






                            AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               THREE MONTHS ENDED MARCH 31, 2006 AND 2005

                                                                         THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                           MARCH 31, 2006       MARCH 31, 2005
                                                                            -------------        ------------
                                                                              UNAUDITED            UNAUDITED
                                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                      $   1,142,527         $  (554,183)
     Adjustments to reconcile net loss to net cash used
          in operating activities:
             Depreciation and amortization                                        415,372             431,382
             Interest Expense                                                   1,240,148             393,319
             Non-cash warrant compensation                                        110,253                   -
          Changes in assets and liabilities:
             Increase in restricted cash                                       (8,074,004)                  -
             Decrease in receivables                                              962,729           2,460,079
             Decrease (Increase) in prepaid and other assets                    1,348,704         (1,388,560)
             Increase in prepaid commissions                                     (925,413)         (1,157,752)
             Increase (Decrease) in shareholder advances & notes payable         (172,560)                  -
             Increase (Decrease) in deposits on unit pre-sales                    401,666           2,867,598
             Decrease (Increase) in customer deposits                                   -          (2,712,035)
             Decrease (Increase) in accounts payable and accrued expenses         153,841          (4,231,662)
                                                                            -------------        ------------

             Net cash used in operating activities                            (3,396,737)          (3,891,814)
                                                                            -------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of fixed assets                                                  (30,176)                 -
     Property sold                                                              9,130,972                  -
     Capitalization of real estate carrying costs                             (10,361,734)           (49,757)
                                                                            -------------        ------------

             Net cash used in investing activities                             (1,260,938)            (49,757)
                                                                            -------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Debt                                                                 -           6,391,615
     Payment of debt                                                             (129,181)         (1,300,000)
     Proceeds from notes payable                                                4,896,909                   -
     Proceeds from exercise of warrants                                               308                   -
     Payments of notes payable - related parties                                        -          (1,648,317)
                                                                            -------------        ------------
             Net cash provided by financing activities                          4,768,036           3,443,298
                                                                            -------------        ------------
             Net decrease in cash                                               8,184,365            (498,273)

CASH AT BEGINNING PERIOD                                                          225,055           2,266,042
                                                                            -------------        ------------

CASH AT END OF PERIOD                                                       $     335,416         $ 1,767,769
                                                                            =============        ============
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                 $       5,829         $   636,065
                                                                            =============        ============
     Cash paid for income taxes                                             $           -         $         -
                                                                            =============        ============

SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTION:
     Purchase of land held for development for notes payable                $  13,386,265         $         -
                                                                            =============        ============


See accompanying notes to financial statements.



NOTES TO FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)

NOTE A - PRESENTATION

The balance sheets of the Company as of March 31, 2006 and December 31, 2005,
the related consolidated statements of operations for the three months ended
March 31, 2006 and 2005, and the consolidated statements of cash flows for the
three months ended March 31, 2006 and 2005, (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 three months ended March 31, 2006 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,
2005, Form 10-KSB and the Company's Forms 8-K & 8-K/A filings.

NOTE B - REVENUE RECOGNITION

American Leisure recognizes revenues on the accrual method of accounting. For
the sales of units on the Orlando property and other property sales, revenues
will be recognized upon the Orlando property and other property sales, upon the
close of escrow for the sales of its real estate.

Revenues from travel, call center and other segments 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.

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



NOTE C - PROPERTY AND EQUIPMENT, NET

As of March 31, 2006, property and equipment consisted of the following:

                                                Useful
                                                Lives           Amount
                                             ----------      ----------
Equipment                                        3-5         $7,642,255
Furniture & fixtures                             5-7          1,559,375
                                                             ----------
Subtotal                                                      9,201,630
Less: accumulated depreciation and amortization               5,002,973
                                                             ----------
Property and equipment, net                                  $4,198,657
                                                             ==========

Depreciation expense for the three-month period ended March 31, 2006 amounts to
$415,372.

NOTE D - NOTES PAYABLE - RELATED PARTIES

The Current maturities of notes payable - related parties is as follows:
Xpress Ltd                                              $ 174,433
Officers of Hickory Travel Services                       429,445
Malcolm Wright                                            167,401
Peter Webb                                                124,262
Shareholders of Hickory Travel Services                   180,000
Others                                                     20,000
                                                    -------------
Notes payable - related parties                        $1,095,541
                                                    =============

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
$429,445.  $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          $378,670
                                                 --------------
          Related party debt and notes                 $378,670
                                                 ==============

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
$378,670.  $93,670 of such amount is owed to L. William Chiles, a Director of
the Company.

NOTE E - 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
March 31, 2006, the amount of salaries payable accrued to Mr. Wright amounts to
$2,900,000 plus accrued interest on those salaries of $558,000.



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
$195,000.

Malcolm Wright is the majority shareholder of American Leisure Real Estate
Group, Inc. (ALRG). On November 3, 2003 TDSR entered into an exclusive
Development Agreement with ALRG to provide development services for the
development of the Tierra Del Sol Resort. Pursuant to the Development Agreement
ALRG is responsible for all development logistics and TDSR is obligated to
reimburse ALRG for all of ALRG's costs and to pay ALRG a development fee in the
amount of 4% of the total costs of the project paid by ALRG. During the period
from inception through March 31, 2006 the total costs plus fees amounted to
$19,829,898.

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 March 31, 2006 the
total sales amounted to approximately $231,322,549. As a result of the sales,
TDSR was obligated to pay Xpress a fee of $6,939,677, consisting of one-half of
the sales fee and the full amount of the marketing fee. As of March 31, 2006,
$6,765,244 has been paid to Xpress and $174,433 remains unpaid and is included
in current maturities of notes payable - related parties (see Note D regarding
Notes payable - Related parties).  Based on the sales contracts as of March 31,
2006, TDSR will be obligated to pay Xpress $3,469,838, the other half of the
sales fee, upon the conveyance of the units.

NOTE F - 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                 Three months      Three months
                                 ended             ended
                               3/31/2006         3/31/2005
                              ----------        ----------
                                             
NET INCOME (LOSS)           $ 1,142,527        $ (554,183)

UNDECLARED PREFERRED
STOCK DIVIDEND                 (355,005)         (350,890)
                              ----------        ----------
NET LOSS AFTER PREFERRED
STOCK DIVIDEND               $  787,522         $ (905,073)
                              ==========        ==========

NET INCOME (LOSS) PER SHARE
    BASIC AND DILUTED              0.07             (0.09)





NOTE G - SHARES FOR SERVICES

In  December  2004, FASB issued a revision to SFAS 123 (also known as SFAS 123R)
that  amends  existing  accounting  pronouncements  for  share-based  payment
transactions  in  which an enterprise receives employee and certain non-employee
services  in  exchange  for  (a)  equity  instruments  of  the enterprise or (b)
liabilities  that  are  based  on  the  fair  value  of  the enterprise's equity
instruments  or  that may be settled by the issuance of such equity instruments.
SFAS  123R  eliminates  the  ability  to  account  for  share-based compensation
transactions  using APB 25 and generally requires such transactions be accounted
for  using  a  fair-value-based  method.  SFAS  123R's  effective  date would be
applicable  for  awards that are granted, modified, become vested, or settled in
cash  in  interim  or  annual  periods  beginning  December  15, 2005. SFAS 123R
includes  three transition methods: a prospective method, a modified prospective
method  and  a  retroactive  method.  The Company adopted SFAS 123R in the first
quarter  of  the  fiscal  year  ending  December  31,  2006.

In  accordance  with  SFAS  No.  123R we have recorded approximately $110,000 as
stock  based compensation under the fair value method for the three months ended
March  31,  2006.  There was no proforma stock based compensation under the fair
value  method  for  the  three  months  ended  March  31,  2005.

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  131% for 2006 and 196% for 2005 with no assumed
dividend  yield;  and  expected  lives  of  five  years.

During  the  three  months  ended  March  31,  2006,  the Company issued 200,000
warrants  to  two  executives  of  the  Company  (100,000  to Michael Crosbie as
Corporate General Counsel, Executive Vice President and Secretary of the Company
and  100,000  to  Jeff  Scott as President of Hickory Travel Services); for each
executive,  50,000  were  immediately  vested  and the other 50,000 will vest in
equal  amounts  in the next two years. In addition, 450,000 warrants were issued
to  Malcolm  Wright for debt guarantees relating to the acquisition of land held
for  development  during  the three months ended March 31, 2006. As of March 31,
2006,  there  were  4,933,096 warrants outstanding to officers and directors and
2,191,000  warrants  outstanding  to  third  parties  for a total outstanding of
7,124,096.  In  January  2006,  308,000 warrants were exercised of the Company's
common  stock at $.001 per share which increased the common stock outstanding to
10,642,974  shares  and  resulted  in  the  Company  receiving  $10,643.

NOTE H - OPERATING SEGMENTS

The  Company  has  adopted  the  provisions  of SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise  and  Related  Information". At March 31, 2006, the
Company's  three  business  units  have  separate  management  teams  and
infrastructures  that  offer different products and services. The business units
have  been  aggregated  into  three  reportable  segments.

Tierra  Del  Sol,  Inc.  is  planning to construct a 972-unit resort in Orlando,
Florida  on  122 acres of undeveloped land. Development is scheduled to commence
in  the  summer  of  2006.  Presales  commenced  in  February  2004.

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

Travel Unit ("Travel") provides travel related services.

For the three months ending March 31, 2006:



In (000's)    Real Estate    Call Center       Travel          Elim.         Consol.
             -------------  -------------  -------------  -------------  -------------
                                                              
Revenue       $   13,493     $       64     $    1,285     $       (50)   $    14,792
Segment
income
(loss)        $    2,304     $     (125)    $     (369)    $      (667)   $     1,143
Total Assets  $   96,142     $    2,755     $   11,505     $      (322)   $   110,080
Capital
Expenditures  $        -     $        -     $        -     $         -    $         -
Depreciation  $      186     $      162     $       67     $         -    $       415

For the three months ending March 31, 2005:

In (000's)    Real Estate    Call Center     Travel           Elim.         Consol.
             -------------  -------------  -------------  -------------  -------------
Revenue       $    4,279     $        -     $    1,460     $         -    $     5,739
Segment
income
(loss)        $       26     $     (240)    $     (340)    $         -    $      (554)
Total Assets  $   65,521     $    3,380     $   16,000     $   (18,293)   $    66,608
Capital
Expenditures  $        -     $        1     $        3     $         -    $         4
Depreciation  $      181     $      162     $       88     $         -    $       431



The  Company evaluates the performance of its operating segments based on income
before  net  interest  expense,  income  taxes,  depreciation  and  amortization
expense,  accounting  changes  and  non-recurring  items.

NOTE I - RECLASSIFICATIONS

Certain  amounts  in  the  2005  financial  statements have been reclassified to
conform  with  the  2006  financial  statement  presentation.





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

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
ACT  OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL,
OF  SUCH  FORWARD-LOOKING  STATEMENTS  CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING  TERMINOLOGY  SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR
"ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
SUCH  FORWARD-LOOKING  STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND  OTHER  FACTORS  WHICH  MAY  CAUSE  THE  ACTUAL  RESULTS,  PERFORMANCE  OR
ACHIEVEMENTS  OF  AMERICAN  LEISURE  HOLDINGS, INC. ("AMLH", "AMERICAN LEISURE,"
"THE  COMPANY",  "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS,  PERFORMANCE  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY  SUCH
FORWARD-LOOKING  STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE
IS  STATED,  ARE  TO  MARCH  31,  2006.

BUSINESS  HISTORY

We were incorporated in Nevada in June 2000 as "Freewillpc.com, Inc.," and until
June 2002, operated as a web-based retailer of built-to-order personal computers
and  brand  name  related  peripherals,  software,  accessories  and  networking
products.  In  June  2002,  we  acquired  American  Leisure  Corporation,  Inc.
("American  Leisure  Corporation"),  in  a  reverse merger (discussed below). We
re-designed  and  structured our business to own, control and direct a series of
companies  in  the travel and tourism industries so that we can achieve vertical
and  horizontal  integration  in  the  sourcing  and  delivery  of corporate and
vacation  travel  services.

On  June  14,  2002,  we entered into a stock purchase agreement with the former
stockholders of American Leisure Corporation, in connection with the acquisition
of  American  Leisure  Corporation,  pursuant  to  which  we  issued  the former
stockholders  of  American  Leisure  Corporation  4,893,974 shares of our common
stock  and  880,000  shares  of our Series A preferred stock having 10 votes per
share.  As  part  of this transaction, Vyrtex Limited, a UK company, which owned
3,830,000  shares  of  our  common stock, surrendered 3,791,700 of the 3,830,000
shares  owned  by  them.  The  transaction was treated as a reverse merger and a
re-capitalization  of  American  Leisure  Corporation,  which was considered the
accounting  acquirer.  The operations of Freewillpc.com prior to the transaction
were  not  carried  over  and  were  adjusted to $0. Effective July 24, 2002, we
changed  our  name  to  American  Leisure  Holdings,  Inc.

We  are  in  the  process of developing a large, multi-national travel services,
travel  management  and  travel distribution organization. We have established a
Travel  Division,  a  Resort Development Division and a Communications Division.
Through  our various subsidiaries, we manage and distribute travel services, and
develop,  construct  and  will  manage  vacation  home  ownership  and  travel
destination  resorts  and  properties, develop and operate affinity-based travel
clubs  and  own a call center in Antigua-Barbuda. Our businesses are intended to
complement  each  other  and  create  cross-marketing  opportunities  within our
business.  We intend to take advantage of the synergies between the distribution
of  travel  services  and  the  development,  marketing,  sale and management of
vacation  home  ownership  and  travel  destination  properties.

On  October  1,  2003,  we acquired a 50.83% majority interest in Hickory Travel
Systems,  Inc.  ("Hickory"  or  HTS")  as the first building block of our Travel
Division.  Hickory  is  a travel management service organization that serves its
network/consortium  of approximately 160 well-established travel agency members,
comprised  of  over  3,000  travel  agents  worldwide  that  focus  primarily on



corporate  travel.  We intend to complement our other businesses through the use
of  Hickory's  24-hour  reservation  services, international rate desk services,
discount  hotel  programs,  preferred supplier discounts, commission enhancement
programs,  marketing services, professional services, automation and information
exchange.  We  view the members of Hickory as a resource for future acquisitions
of viable travel agencies as we intend to continue to add well-positioned travel
agencies  to  our  Travel  Division.

In  December  2004,  Caribbean  Leisure  Marketing,  Ltd.  ("Caribbean  Leisure
Marketing"),  a  wholly  owned  subsidiary  of  our  company  that is focused on
telecommunications,  entered  into  a  joint  venture  with IMA Antigua, Ltd. to
operate  a  call  center  in  Antigua that Caribbean Leisure Marketing owns. The
joint  venture is operated through Caribbean Media Group, Ltd., an international
business  corporation formed under the laws of Barbados. We own 49% of Caribbean
Media  Group,  Ltd.,  which  is  currently  operating  the  call  center.  Our
co-venturer,  IMA,  Ltd.  owns  the  remaining  51%.

On December 31, 2004, American Leisure Equities Corporation ("ALEC"), one of our
wholly  owned  subsidiaries,  acquired substantially all of the assets of Around
The  World  Travel, Inc. ("Around The World Travel" or "AWT") which included all
of  the  tangible  and  intangible  assets  necessary  to  operate  the business
including  the  business name "TraveLeaders". We engaged Around The World Travel
to  manage  the  assets and granted Around The World Travel a license to use the
name  "TraveLeaders".  TraveLeaders  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. TraveLeaders is based in Coral Gables,
Florida.

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

BUSINESS  INTEGRATION

Our  mission is to Develop Resort Properties in areas which we believe have good
year round occupancy levels and then to manage the completed Resort Property and
distribute  its  room  nights through our multi-national travel services, travel
management  and  travel  distribution  organization.  We  are  focused  on  the
development,  construction  and  management  of  vacation  homes  and  vacation
condominiums  in  Vacation Travel Destination Resorts and as such have completed
the  planning  stage  for  "The  Sonesta  Orlando Resort at Tierra Del Sol" (the
"Sonesta Resort"), a planned 972-unit vacation home resort located just 10 miles
from  Walt  Disney  World,  in  Orlando,  Florida.  Additionally,  we are in the
planning stages of developing our Reedy Creek Property, which is situated in the
northwest  section of Osceola County, Florida about one mile from the "Maingate"
entrance  to  Walt  Disney  World,  Orlando  and 0.75 miles from the entrance to
"Disney's Animal Kingdom" theme park. The Reedy Creek Property consists of three
parcels  totaling  over  40 gross acres with approximately 29 acres of buildable
land.  The Ready Creek Property is currently planned to consist of approximately
522  residential  units  consisting  of  mid-rise  condominium  buildings.



We  are  also  in  the  process  of integrating the administrative operations of
Hickory  and  TraveLeaders to distribute, fulfill and manage our travel services
and  our  Resort  Properties  which integration, we anticipate completing during
fiscal  year  2006.

Our  business  model  for  support  between  our  divisions is to use the travel
distribution,  fulfillment  and management services of the combined resources of
Hickory and TraveLeaders to provide consumer bookings at our planned resorts, to
rent  vacation homes that we plan to manage at these resorts, and to fulfill the
travel service needs of our affinity-based travel clubs. We intend to complement
our  other businesses through the use of Hickory's 24-hour reservation services,
international  rate  desk  services, discount hotel programs, preferred supplier
discounts,  commission  enhancement  programs,  marketing services, professional
services,  automation  and  information  exchange.  TraveLeaders  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. TraveLeaders
currently  fulfills  travel  orders  produced  by  our affinity travel clubs.

During  the  quarter  ended  March  31,  2006,  we  received the majority of our
operating  revenues  through  the  operations  of  Hickory  which  manages  and
distributes  travel  services,  which  accounted  for  approximately  70% of our
operating  revenues  for  the quarter ended March 31, 2006. Additionally, we had
undeveloped land sales of $13,129,246, which were generated by Tierra del Sol in
connection  with  the  sale of forty-two acres of land in the Sonesta Resort for
$9,090,130  to  the Westridge Community Development District ("District") and an
additional  $4,039,116,  which was received from the District in connection with
reimbursements  for  site  improvements  on  the land purchased by the District.

                                  RECENT EVENTS
                                  -------------

On January 9, 2006, with an effective date of June 14, 2002, the Company entered
into an Amended Debt Guarantor Agreement ("Amended Debt Agreement") with Malcolm
J.  Wright,  its  Chief  Executive Officer and Chairman and L. William Chiles, a
Director of the Company (collectively, Mr. Wright and Mr. Chiles are referred to
herein as the "Guarantors"). Pursuant to the Amended Debt Agreement, the Company
and  the  Guarantors  agreed  to  amend  the  terms  of the prior Debt Guarantor
Agreement  entered  into  between  the  parties.  The  original  Debt  Guarantor
Agreement  provided for the Guarantors to receive warrants to purchase shares of
the  Company's  common  stock at $2.96 per share in an amount equal to 3% of any
Company  indebtedness that they personally guarantee. The Amended Debt Agreement
decreased the exercise price of the warrants to be issued in connection with any
of  the  Guarantor's  guarantees  to $1.02 per share (the "Guarantor Warrants").
Under  the  Amended  Debt  Agreement,  the warrants issued to the Guarantors are
exercisable until five years after the date the Guarantor is no longer obligated
to  personally  guarantee  such  Company  indebtedness.



Additionally,  under  the  Amended  Debt Agreement, the fee which the Guarantors
receive  for  a  pledge  of  personally  owned  collateral  to  secure  Company
indebtedness was increased from 1% of such total indebtedness guaranteed (as was
provided under the original Debt Guarantor Agreement), to 2% of the total amount
of  indebtedness  guaranteed.  The 2% fee is paid to the Guarantors in Guarantor
Warrants  with  the  same  terms  and  conditions  as  provided  above.

We  also  entered  into  a  Third Party Debt Guarantor Agreement (the "3rd Party
Guarantor  Agreement")  on  March  20,  2006, with an effective date of June 14,
2002,  which  provided  for  fees  identical  to those which are provided to Mr.
Wright  and  Mr. Chiles pursuant to the Amended Debt Agreement, described above,
to  be  issued  to  certain  third parties who guarantee the indebtedness of the
Company.

SETTLEMENT  AGREEMENT  WITH  AROUND  THE  WORLD  TRAVEL

On  or  about  November  14,  2005, the Company and ALEC asserted certain claims
against  AWT  with respect to the alleged breach of the Asset Purchase Agreement
and  a  Management Agreement (the "Management Agreement"). The claimed breach of
the Management Agreement was the failure of AWT to pay withholding taxes for its
employees to the Internal Revenue Service. After negotiations among the parties,
the  parties  agreed to settle the claims made by the Company and ALEC regarding
the  Asset  Purchase  Agreement  pursuant to the terms of a Settlement Agreement
entered  into  on  February 24, 2006, and effective as of December 31, 2005 (the
"Settlement  Agreement"). The claimed breach of the Management Agreement remains
unsettled  pending  the  good  faith  efforts  of AWT to completely fund its tax
deposit  obligations.

The  Settlement  Agreement  provides  that  the purchase price under the Amended
Purchase  Agreement  will be reduced from $17,500,000 to $9,000,000. The parties
agreed  to  implement  the  reduction  of  the purchase price by eliminating the
remaining  balance  of  the  Purchaser  Note  approximately  $5,297,788  and  by
establishing an obligation of AWT to pay to ALEC the amount of $3,185,548, which
is  payable  on  demand.

Under the terms of the Settlement Agreement, the Company, ALEC and AWT agreed to
release each other (and their respective officers and directors) from all claims
based  upon  the  Asset  Purchase  Agreement. Additionally, the parties agree to
waive  any  right  to indemnity or contribution which they may have against each
other (and their respective officers and directors) for any liability which they
might incur to certain plaintiff's in certain pending litigation including Simon
Hassine  and  Seamless Technologies, provided that the waiver does not cover any
liability  incurred  by  the  releasing party that is attributable to any act or
omission of the released party that constitutes bad faith or is not known to the
releasing  party.

SONESTA  RESORT  FINANCING

On  December  29,  2005, certain affiliates of the Company closed two (2) credit
facilities  with  Key  Bank,  National  Association  ("KeyBank")  related to the
Sonesta  Resort.  The  credit  facilities  consisted  of a $40,000,000 revolving
construction  loan  to  be  used to construct Phase 1 of the Sonesta Resort (the
"Construction  Loan")  and  a  $14,850,000  term  loan  on  the Phase 2 land the



proceeds of which were contributed to the Phase 1 partnership as equity and used
to  repay existing debt on the property and finance part of the site work of the
property  for the Resort and to pay certain related costs (the "Land Loan").  To
facilitate  the  financing  for  the  Sonesta Resort, the Company has formed two
limited  partnerships,  each  of  which  will develop Phase 1 and Phase 2 of the
Resort  (the  "Development  Partnerships").  Each  Development  Partnership  has
several  subsidiaries,  which  have been formed to develop different portions of
the  Sonesta  Resort.

Phase  1  will  also  include  construction  of  related  amenities, including a
swimming  pool  complex  and  sun decks, a lazy river, a poolside restaurant and
other  amenities  typical  of  a  resort  of  this  kind.  Phase  2 will include
construction  of 252 additional residential condominium units and 426 additional
town  home units, as well as a 126,000 square foot clubhouse (84,000 square feet
under air). Construction of Phase 2 is expected to overlap with the construction
of  Phase  1.

The  general  partner  of  each Development Partnership is TDS Management LLC, a
newly  organized  limited liability company controlled by Malcolm J. Wright, the
Company's  Chairman,  Chief  Executive  Officer,  Chief  Financial Officer and a
Director.  The  principal  limited  partner  of  each Development Partnership is
Tierra Del Sol, which owns a 99.9% interest in each Development Partnership. The
Company  owns  100%  of  Tierra  Del  Sol  Resort,  Inc.,  as  a  result  of the
transactions  described  below  under  "Recent  Events."

Each Development Partnership has granted Stanford Venture Capital Holdings, Inc.
("Stanford")  the  right  to  acquire  a  2%  interest  in  each  partnership in
connection  with  the  release  of  a  mortgage  lien formerly held by Stanford.

THE  CONSTRUCTION  LOAN

The  borrowers  under the Construction Loan are Tierra Del Sol Resort (Phase 1),
Ltd.  (the  "Phase 1 Partnership") and three other special purpose entities that
are  owned  by the Phase 1 Partnership. The Construction Loan is structured as a
$40,000,000  revolving  credit  facility,  with  maximum  borrowings  of  up  to
$72,550,000.

The  interest  rate  on  the outstanding balance of the Construction Loan is the
daily  London Interbank Offered Rate ("LIBOR") plus 2.75%, currently 8.16% as of
May  17,  2006,  with the LIBOR rate as of that date of approximately 5.41%. The
term of the Construction Loan is 24 months, with a maturity date of December 28,
2007.  Interest on the Construction Loan is due and payable monthly beginning on
the  fifth  day of the first month following the closing. If an event of default
occurs  under  the  Construction  Loan  (as  described  and  defined below), the
interest  rate  then  in effect will become the greater of (a) the interest rate
otherwise  applicable  plus  3%;  or  (b)  18%.

The  Construction  Loan is secured by a first lien on the land within Phase 1 of
the  Sonesta Resort, including any improvements, easements, and 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
property;  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.

The  borrowers will be able to draw amounts under the Construction Loan upon the
fulfillment  of  various  conditions. One of these conditions is, in the case of
borrowings  to  construct a condominium building, the sale of at least 33 of the
36  units  of  each  such building. As of the closing, the Company had delivered
approximately  100% of the contracts required for construction of the town homes
and  84%  of  the contracts required to commence construction of the condominium
buildings.  The  Company's management believes that vertical construction of the
Phase  1  units  will  begin  as  early  as the second or third quarter of 2006.

The  obligations  of the borrowers under the Construction Loan are guaranteed by
the  Company,  its  Chief Executive Officer and Chairman, Malcolm J. Wright, and
TDS  Development,  LLC,  , a subsidiary of Tierra Del Sol Resort, Inc., pursuant
to  a Payment Guaranty and a Performance and Completion Guarantee. In connection
with  Mr.  Wright's  guarantee  of  the  Construction  Loan, he earned 1,200,000
warrants of the Company's common stock for such guarantee equal to three percent
(3%)  of the total indebtedness of the Construction Loan at an exercise price of
$1.02  per  share.

In consideration of Mr. Wright's guarantee of the Construction Loan, the Phase 1
Partnership has agreed to pay Mr. Wright an annual guaranty fee equal to 2.5% of
the  amount  of  such  guarantee. The payment of this fee is subordinated to the
Partnership's  obligations  under the Construction Loan and the Partnership will
accrue Mr. Wright's annual guaranty fee until such time as the Construction Loan
is  satisfied.

The  borrowers  paid  1%  of the maximum borrowings under Construction Loan as a
commitment  fee, which totaled approximately $725,500. The Company was obligated
to  pay  all costs and expenses of KeyBank in connection with the commitment and
the  closing  of  the  loan.

On  December  29,  2005, KeyBank and the borrowers entered into the "Addendum to
Construction  Loan  Agreement  Condominium  and  Townhouse Project Development,"
which  changed  and  amended  some  of  the  terms of the Construction Loan (the
"Construction  Addendum").  The  Construction  Addendum sets forth certain terms
whereby  condominium  and/or  townhouse  units to be constructed pursuant to the
Construction Loan may be released from the first priority lien on the units held
by  KeyBank  so  that  the  units  may  be  sold.  Unless  stated otherwise, all
discussions of the Construction Loan herein include the changes and additions to
the  Construction  Loan  affected  by  the  Construction  Addendum.

The  occurrence  of  any  one or more "events of default" under the Construction
Loan allow KeyBank to pursue certain remedies including taking possession of the
Sonesta  Resort project; withholding further disbursement of the proceeds of the
loan  and/or  terminate  KeyBank's  obligations  to  make  further disbursements
thereunder; and/or declaring the note evidencing the loans to be immediately due
and  payable.



PCL  CONSTRUCTION  GUARANTEE  AND  LOAN.

The  Orlando  based contractor, PCL Construction Services, Inc., a subsidiary of
PCL  Construction  Enterprises, Inc. of Denver, Colorado ("PCL"), is the General
Contractor  for  Phase  1 of the project. In conjunction with its designation as
the  General Contractor, PCL has committed to a guaranteed maximum price for the
construction  of  Phase  1.

PCL  also  provided  a  $4,000,000 loan to TDS Development, LLC, a subsidiary of
Tierra  Del Sol Resort, Inc. (the "PCL Loan"). The proceeds of the PCL Loan were
used  to  establish  a  $4,000,000  account  with  KeyBank, which was pledged as
security  for  the Construction Loan. The loan bears interest at the rate of 14%
per  annum.  The  term  of  the  loan  is  two  years.

The PCL Loan is guaranteed by the Company, the Company's Chief Executive Officer
and  Chairman,  Malcolm J. Wright, individually, and Tierra Del Sol Resort, Inc.
In  consideration  of  Mr.  Wright's  guarantee,  and  pursuant  to  an existing
agreement  between  Mr. Wright and the Company, Mr. Wright will earn a fee equal
to  three  percent (3%) of the loan. The Company paid this fee through the grant
of  120,000 warrants to purchase the Company's common stock at an exercise price
of  $1.02  per  share. These warrants will expire 5 years from the expiration of
the  guaranty.

We  may  choose  to  repay  the  PCL Loan in the future, with separately sourced
capital  in  order  to  facilitate  a  more  favorable  financial arrangement in
relation  to  the proposed construction and related costs, of which there can be
no  assurance.

THE  LAND  LOAN

The borrowers under the Land Loan are Tierra Del Sol Resort (Phase 2), Ltd. (the
"Phase 2 Partnership") and four other special purpose entities that are owned by
the  Phase  2  Partnership.

The  Land Loan is a $14,850,000 term loan with a maturity date of June 28, 2007.
The  proceeds of the Land Loan were primarily used to repay existing debt of the
property  for  the  Sonesta  Resort.  The Land Loan bears interest at LIBOR plus
3.10%  per  annum,  equal  to  8.51% as of May 17, 2006, with the LIBOR equal to
5.41%  as  of  that  date.

The  Land  Loan  is  secured  by  a first lien on the land within Phase 2 of the
Sonesta  Resort,  including  any  improvements,  easements, and 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
property;  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.

The  borrowers  paid  1%  of  the Land Loan Agreement as a commitment fee, which
totaled  $148,500. The Borrowers were obligated to pay all costs and expenses of
KeyBank in connection with the commitment and closing of the loan. Additionally,



the  Company  will pay an exit fee equal to 4% of the maximum loan amount unless
the  loan is repaid with a construction loan from KeyBank or KeyBank declines to
grant  a construction loan to the Company for Phase 2. The Company was obligated
to  pay  all costs and expenses of KeyBank in connection with the commitment and
the  closing  of  the  loan.

The  Company  and Mr. Wright have issued guarantees to KeyBank on the Land Loan.
Pursuant to an existing agreement between Mr. Wright and the Company, Mr. Wright
will  earn  a  fee  for  such guarantee equal to three percent (3%) of the total
original  indebtedness  of  the Land Loan. This fee was paid by granting 445,500
warrants  to  purchase  the  Company's common stock to Mr. Wright at an exercise
price  of $1.02 per share which warrants will expire 5 years from the expiration
of  the  guarantee.

The  occurrence of any one or more "events of default" under the Land Loan allow
KeyBank  to  pursue  certain remedies including taking possession of the Sonesta
Resort  project;  withholding  further  disbursement of the proceeds of the loan
and/or terminate KeyBank's obligations to make further disbursements thereunder;
and/or  declaring  the  note  evidencing  the  loans  to  be immediately due and
payable.

WESTRIDGE  COMMUNITY  DEVELOPMENT  DISTRICT  BONDS

The  closing  of the new credit facilities with KeyBank triggered the closing of
the  sale  of $25,825,000 in community development bonds issued by the Westridge
Community  Development District (the "District"). The proceeds of the bonds will
be  used,  in  part, to fund infrastructure at the Sonesta Resort and to acquire
land  for  public  purposes  from Tierra Del Sol Resort (Phase1), Ltd., The debt
service  and  retirement of these bonds will be funded by a special district tax
upon  the  property  owners  in  the District at an interest rate of 5.8% over a
30-year  amortization  period.

Additionally,  on  January 11, 2006, the Company sold forty-two acres of land in
the  Sonesta  Resort  for  $9,090,130 to the District and received an additional
$4,039,116  from  the  District  in  connection  with  reimbursements  for  site
improvements  on  the  land  purchased  by  the  District.  The land sold to the
District  will  be  used  for  public  infrastructure  for  the  Sonesta Resort,
including  the  creation of roads and for water collection among other purposes.

RELEASE  OF  LIEN  BY  STANFORD

In  connection  with  the  closing  of  the  new credit facilities with KeyBank,
Stanford  Venture  Capital  Holdings  Inc.  ("Stanford")  released  its existing
mortgage  lien on the Sonesta Resort property. In consideration of this release,
the  Development Partnerships granted Stanford warrants to acquire a 2% interest
in  each  Partnership  at  a  nominal  exercise  price. The Company also granted
Stanford  the  right  to  exchange  any  distributions  that it might receive on
account of these interests into shares of the Company's Series E preferred stock
at  a  strike  price  of  $15.00  per  common  share.



SIBL  CREDIT  FACILITY

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the closings of the Land Loan
and  the  Construction  Loan.  The  financial  assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). The financial
assistance  provided  by  SIBL  was  evidenced by a Credit Agreement dated as of
December 29, 2005 between SIBL, Tierra Del Sol Resort, Inc. and the Company (the
"SIBL  Credit  Agreement").

Tierra  Del  Sol utilized the proceeds of the SIBL Tierra Del Sol Loan to make a
capital  contribution  to  the  Phase  1  Development Partnership, which in turn
pledged  this  amount  to  KeyBank as additional collateral for the Construction
Loan. SIBL is an affiliate of Stanford Venture Capital Holdings Inc.  Tierra Del
Sol  used  the  Letters  of  Credit  in  lieu  of  cash  to  complete its equity
requirements  under  the  Construction  Loan.

The SIBL Tierra Del Sol Loan has a 2-year term, with an initial interest rate of
12%  per  annum.  The  Letters  of  Credit  are in the amounts of $4,000,000 and
$2,000,000,  with terms of 24 months and 12 months, respectively. Tierra Del Sol
is  obligated  to pay a monthly fee for each letter of credit equal to 1% of the
face  amount of such letter of credit. Upon release of the letters of credit and
upon  either  the  payment  of the note in full or the maturity of the loan from
KeyBank, Tierra Del Sol is also required to pay a minimum fee equal to 3%. After
six  months, this fee increases by 1% each month until the letters of credit are
released.  Any  unpaid  amounts  on  the  SIBL Tierra Del Sol Loan or Letters of
Credit  bear  interest  at  the  rate  of  12%  per  year.

The  obligations of Tierra Del Sol under the SIBL credit facility (the "Stanford
Credit  Facility")  were  guaranteed  by  the Company and Malcolm J. Wright, the
Company's  Chief  Executive  Officer  and Chairman, along with other third party
entities,  which  third party entities are beneficially owned, in part, by Roger
Maddock,  a  significant  shareholder of the Company, pursuant to an Irrevocable
and  Unconditional  Guaranty.  These  obligations  were  also secured by a first
mortgage  lien  on  a parcel of real property owned by the third party entities.
The  consideration  paid for the third party entities' guarantees was consistent
with  the  existing  debt  guarantor  agreement  issued  by  the Company for its
executives.  The  third party entities will receive and share in a guarantee fee
equal  to  3%  of  the amount guaranteed. The third party entities, by virtue of
pledging  collateral  for  a debt that benefits the Company, will also receive a
collateral  pledge  fee  equal  to 2% of the amount guaranteed. The Company paid
this  fee  through  the grant of 405,000 warrants to the third party entities to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share.  These  warrants  will  expire  5  years  from the expiration date of the
guarantees.

In  consideration  of  Mr.  Wright's  guarantee,  and  pursuant  to  an existing
agreement  between  Mr. Wright and the Company, Mr. Wright earned a fee for such
guarantee equal to three percent (3%) of the amount guaranteed. The Company will
pay  this  fee  through  the grant of 243,000 warrants to Mr. Wright to purchase
shares  of  the  Company's common stock at an exercise price of $1.02 per share.
These  warrants  will  expire 5 years from the expiration date of the guarantee.



Tierra  Del  Sol  has  pledged  its  partnership  interests  in  the Development
Partnerships  to  Stanford as additional collateral for this facility. Following
an  event  of  default  as  defined under the Credit Agreement, Stanford has the
right  for thirty (30) days following such event of default, directly or through
its  affiliates,  to  purchase any unsold units in the Sonesta Resort at a price
equal  to  the  developer's  cost,  but only to the extent permitted by KeyBank.

The  Company's  relationship  with  Stanford  includes  the requirement that the
Company  utilize  services  provided  by  US  Funding Corporation, an investment
banking  firm.  US  Funding  Corporation  earned  an  administration  fee  of
approximately  one  half  of  one percent of the financing provided by Stanford.

As  additional  consideration for the loan, the Company granted SIBL warrants to
purchase  308,000 shares at an exercise price of $5.00 per share of common stock
and  warrants  to  purchase  154,000  shares  at an exercise price of $0.001 per
share.  The  warrants  expire  5  years  from  issuance.  The  warrants  contain
anti-dilution  provisions,  including  a provision which requires the Company to
issue  additional  shares  under the warrants if the Company issues or sells any
common  stock  at  less  than  $1.02  per  share, or grants, issues or sells any
options  or  warrants  for  shares of the Company's common stock to convert into
shares  of  the  Company's  common  stock  at  less  than  $1.02  per  share.

In  connection  with  the  warrants,  the  Company  and  Stanford entered into a
Registration  Rights  Agreement (the "Registration Rights Agreement"). Under the
Registration  Rights  Agreement,  the  Company  agreed  to  prepare  and  file a
Registration  Statement with the SEC covering the shares underlying the warrants
within  180  days  of  notice  from  SIBL  of  their  demand  that  we file such
Registration  Statement  and  to  use  the  Company's  best  efforts  to  obtain
effectiveness  of such Registration Statement as soon as practicable thereafter.
In  the  event  the Company does not file a Registration Statement in connection
with  the  shares issuable in connection with the exercise of the warrants after
180  days  notice  from  the  warrant  holders,  the Company agreed to issue the
warrant  holders  as  liquidated damages, warrants to purchase 10% of the shares
issuable in connection with the warrants, under the same terms and conditions as
the  warrants, upon such default and for every consecutive quarter in which such
default  is  occurring.

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will  be  $135,500,000 of which $8,000,000 will be for resort amenities,
$64,000,000 will be for vertical construction on 294 units and $ 49,500,000 will
be  for  other costs such as contingencies, closing costs and soft costs such as
architectural, engineering, and legal costs. An additional approximate amount of
$14,000,000 will be expended for horizontal construction costs which include all
of  Phase  I  requirements  plus most of the infrastructure requirements for the
entire Project. The $14,000,000 will be funded by the bonds proceeds held by the
Westridge  Development  District  and  from  equity  reserves  held by Key Bank.
Disbursement  of  the  Construction Loan proceeds is structured as a $40,000,000
revolving  construction loan credit facility. A Land Loan was also funded by Key
Bank  which  was described above in the amount of $14,850,000 in connection with
our  planned Phase 2 development. As a result, we currently believe that we have



sufficient funds to provide for the completion of Phase 1, assuming there are no
material  cost  overruns, delays or increases in material costs. Phase 2 will be
financed  separately.

In  November  2003,  we  entered into an exclusive sales and marketing agreement
with  Xpress  Ltd.  ("Xpress") to sell the vacation homes in the Sonesta Resort.
Malcolm  J.  Wright,  one  of  our  founders and our Chief Executive Officer and
Chairman,  and members of his family are the majority shareholders of Xpress. As
of  March  31,  2006,  Xpress has pre-sold approximately 653 vacation homes in a
combination  of  contracts  on  town  homes and reservations on condominiums for
total  sales  volume  of  over  $230  million.

REEDY  CREEK  ACQUISITION  COMPANY,  LLC  TRANSACTIONS

Background
---------------

In  July 2005, the Company and Stanford Financial Group Company ("SFG") formed a
new  limited liability company named Reedy Creek Acquisition Company LLC ("Reedy
Creek  Acquisition  Company")  for  the  purpose  of  acquiring  a  parcel  of
approximately 40 acres of land located adjacent to the Animal Kingdom Theme Park
at  Walt  Disney  World,  in  Orlando, Florida (the "Reedy Creek Property"). The
Reedy  Creek  Property  is  described in greater detail below under "Development
Plans  for  Reedy  Creek  Property."

Reedy  Creek  Acquisition Company acquired the Reedy Creek Property in July 2005
for  a  purchase  price  of  $12,400,000.  Reedy  Creek Acquisition Company paid
$8,000,000  of  the  purchase  price  in  cash  and  paid the $4,400,000 balance
pursuant  to  the  terms of a promissory note issued to the sellers secured by a
first  mortgage  lien  on the Reedy Creek Property. At the time of the purchase,
Reedy  Creek Acquisition Company obtained a $7,150,000 loan from SIBL (the "SIBL
Reedy  Creek  Loan"),  secured  by  a  second mortgage lien on the property. The
proceeds  of this loan were used to pay part of the cash portion of the purchase
price and for closing costs associated with the closing. The Company contributed
the  remainder  of  the  purchase  price.

SFG  and  SIBL  are  affiliates  of  Stanford  Venture  Capital Holdings Inc., a
significant  shareholder  of  the  Company.

At  the  time  of  the  acquisition  of  the  Reedy  Creek Property, Reedy Creek
Acquisition  Company  was owned 99% by SFG and 1% by one of the Company's wholly
owned  subsidiaries,  American  Leisure Reedy Creek Inc. ("ALRC"). In connection
with  the  acquisition  of  the  Reedy Creek Property, the Company, ALRC and SFG
entered into an Option Agreement (the "Option Agreement"), pursuant to which SFG
granted  ALRC the right to acquire SFC's 99% interest in Reedy Creek Acquisition
Company  (the  "Reedy  Creek  Option").



Option  Exercise
----------------

On  December  27,  2005,  the  Company and ALRC entered in to an Option Exercise
Agreement  with  SFG,  pursuant to which ALRC acquired the 99% interest in Reedy
Creek  Acquisition  Company  held by SFG for the exercise price of $600,000 (the
"Exercise  Price"),  which was less than the exercise price originally stated in
the  Option  Agreement.

Pursuant  to  the  terms  of the Option Exercise Agreement, the parties took the
following  actions:

     -    SFG transferred  its  99%  interest  in  Reedy  Creek  Acquisition
          Company  to  ALRC.

     -    SIBL loaned  an  additional  $850,000  to  Reedy  Creek  Acquisition
          Company.  This  amount  was used by Reedy Creek Acquisition Company to
          pay  the  Exercise  Price  and  to  pay an additional placement fee of
          $250,000  to  certain  affiliates  of  SIBL.

     -    The Company  issued  warrants  to  SIBL.  The warrants entitle SIBL to
          purchase  154,000  shares of the Company's common stock at an exercise
          price  of  $5.00  per  share and 77,000 shares of the Company's common
          stock  at  $.001 per share. Additionally, the Company granted warrants
          to four affiliates of SIBL, entitling them to purchase an aggregate of
          154,000  shares  of the Company's common stock at an exercise price of
          $5.00  per  share  and 77,000 shares at an exercise price of $.001 per
          share.  The  warrants  have  a  term of five years and are immediately
          exercisable.  The warrants contain anti-dilution provisions, including
          a  provision  which  requires  the  Company to issue additional shares
          under  the warrants if the Company issues or sells any common stock at
          less  than  $1.02 per share, or grants, issues or sells any options or
          warrants  for  shares  of  the  Company's common stock to convert into
          shares  of  the  Company's  common stock at less than $1.02 per share.

     -    The Company  entered  into  a  Registration  Rights  Agreement  (the
          "Ready  Creek  Registration Rights Agreement") with Stanford, pursuant
          to  which,  the  Company  agreed  to  prepare  and file a Registration
          Statement  with  the  SEC  covering the shares underlying the Warrants
          within 180 days of notice from Stanford of their demand and to use its
          best efforts to obtain effectiveness of such Registration Statement as
          soon as practicable thereafter. In the event that the Company does not
          file  a  Registration Statement in connection with the shares issuable
          in  connection with the exercise of the warrants after 180 days notice
          from  the  warrant holders, the Company must issue the warrant holders
          as liquidated damages, warrants to purchase 10% of the shares issuable
          in  connection  with the warrants, under the same terms and conditions
          as  the  warrants, upon such default and for every consecutive quarter
          in  which  such  default  is  occurring.

     -    Reedy Creek  Acquisition  Company  agreed  to  modify  the  existing
          SIBL  mortgage  on  the  Reedy Creek Property to secure the additional
          $850,000  loan made by SIBL. As a result, the principal amount secured
          by  the  SIBL  mortgage  was  increased  to  $8,000,000.



     -    SIBL agreed  to  subordinate  its  mortgage  on  the  Reedy  Creek
          Property  to  a  new  $7,000,000  loan  to  be  made  to  Reedy  Creek
          Acquisition  Company  by  Bankers  Credit  Corporation.  This  loan is
          described  below.

SIBL  Reedy  Creek  Loan  Terms
-------------------------------

In  connection  with  the  exercise  of  the  Reedy  Creek  Option,  Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by  SIBL to Reedy Creek Acquisition Company. The modified loan terms
are  evidenced by a Renewed, Amended and Increased Promissory Note (the "Amended
Note")  made  by  Reedy  Creek Acquisition Company in favor of SIBL. The Amended
Note has a maturity date of December 31, 2006, a principal balance of $8,000,000
and  bears  interest at the rate of 8% per year. Interest on the Amended Note is
payable  quarterly on June 30, 2006, September 30, 2006 and on the maturity date
of  the Amended Note. Upon an event of default as described in the Amended Note,
SIBL  has  several rights and remedies, including causing the Amended Note to be
immediately  due  and  payable.

The  Amended Note is secured by a second lien on the Reedy Creek Property. It is
guaranteed  by  the Company and Malcolm J. Wright, the Company's Chief Executive
Officer  and  Chairman  pursuant to a Modification and Reaffirmation of Guaranty
and  Environmental  Indemnity  Agreement.  In  consideration  for  Mr.  Wright's
guarantee,  and  pursuant  to  an  existing agreement between Mr. Wright and the
Company, Mr. Wright earned a fee equal to three percent (3%) of principal amount
of  the Amended Note. The Company will pay this fee through the grant of 240,000
warrants  to  Mr.  Wright to purchase shares of the Company's common stock at an
exercise  price  of $1.02 per share. These warrants will expire 5 years from the
expiration  of  the  guaranty.

Bankers  Credit  Corporation  Loan
----------------------------------

In connection with the exercise of the Reedy Creek Option, the Company and Reedy
Creek  Acquisition  Company  arranged  to receive a $7,000,000 loan from Bankers
Credit  Corporation  ("Bankers  Credit").

Under  the terms of the Bankers Credit loan, Bankers Credit advanced Reedy Creek
Acquisition  Company  $3,000,000  at  closing  and  an  additional  $4,000,000
subsequent  to  the  date  of  closing.

The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or 15% per year. The interest rate of the Bankers Credit Note as of May 17,
2006  was 15% (with a prime rate, as reported by the Wall Street Journal of 8%).
Interest on the Bankers Credit Note is payable monthly. The maturity date of the
Bankers  Credit  Note is January 3, 2007, when all principal and unpaid interest
is due and payable. Pursuant to the Bankers Credit Note, Reedy Creek Acquisition
Company  agreed  to  pay  a 10% late charge on any amount of unpaid principal or
interest  under the Bankers Credit Note. The Bankers Credit Note is subject to a
1% exit fee. Additionally, if repaid by Reedy Creek Acquisition Company prior to
July  3,  2006, the Bankers Credit Note is subject to an additional 1% repayment
fee;  however,  if  repaid  after  July  3, 2006, the Bankers Credit Note is not



subject  to  the  repayment  fee.  Upon  an event of default as described in the
Bankers  Credit  Note, Bankers Credit has several rights and remedies, including
causing  the  Bankers  Credit  Note  to  be  immediately  due  and  payable.

The  Bankers Credit Note is secured by a first lien on the Reedy Creek Property.
Additionally,  the  Bankers Credit Note is guaranteed by the Company and Malcolm
J.  Wright,  the  Company's  Chief  Executive Officer and Chairman pursuant to a
Guaranty Agreement. In consideration for Mr. Wright's guarantee, and pursuant to
an  existing  agreement  between Mr. Wright and the Company, Mr. Wright earned a
fee equal to three percent (3%) of the Bankers Credit Note. The Company will pay
this  fee through the grant of 210,000 warrants to Mr. Wright to purchase shares
of  the  Company's  common  stock at an exercise price of $1.02 per share. These
warrants  will  expire  5  years  from  the  expiration  of  the  guaranty.

Reedy  Creek  Acquisition Company utilized the initial proceeds from the Bankers
Credit  loan  to pay a portion of the amount owed on the existing first mortgage
note  issued  to  the  sellers  of  the Reedy Creek Property. The holder of this
mortgage  agreed  to  release  the  mortgage in exchange for this payment. Reedy
Creek  Acquisition  Company  has now paid the balance of this mortgage note upon
the  receipt  of  the  balance  of  the  Bankers  Credit  loan.

Development  Plans  for  Reedy  Creek  Property
-----------------------------------------------

The  Reedy Creek Property is situated in the northern section of Osceola County,
Florida  and  lies  on  three  contiguous  development  parcels  located  to the
immediate  north  of  U.S.  Highway 192 West, about one mile from the "Maingate"
entrance  to  Walt  Disney  World,  Orlando  and 0.75 miles from the entrance to
"Disney's Animal Kingdom" theme park. The property is one of only a small number
of  privately  owned  parcels  abutting  Walt  Disney  World  (north  and  east
boundaries).

The  Reedy Creek Property consists of three parcels totaling over 40 gross acres
with  approximately 29 acres of buildable land. The Osceola County Comprehensive
Land  Plan for the site allows vacation homes at a density of 18 units per acre,
which  results  in a maximum allowable project density of 522 residential units.
To  achieve the maximum density, it is anticipated that the project will consist
of  mid-rise  condominium  buildings. Amenities proposed on-site include a water
park  with  swimming  pools, guest services clubhouse, and other related on-site
resort  amenities.

It is anticipated that Walt Disney World's Reedy Creek Improvement District (the
"District"),  a quasi-government body whose constituents are all affiliated with
Walt  Disney  World  Company,  will agree to construct and pave the widening and
extension  of  Reedy  Creek  Boulevard  north  and  westward at its expense. The



District  will  have  a  public  hearing during which it is anticipated that the
District  will  be  given  the  authority  to  acquire the land from Reedy Creek
Acquisition  Company  and make the improvements to Reedy Creek Boulevard. If the
District  acquires  the  requisite  authority from its constituents, Reedy Creek
Acquisition  Company has agreed to convey relatively small portions of the three
combined  properties to constitute this roadway. Reedy Creek Acquisition Company
will benefit from the conveyance by saving the cost of the road it would have to
build  anyway  and  it  will enhance the required road frontage for the project.

The  Company's  development  of the Reedy Creek Property is currently planned to
begin  in  the  fourth  quarter of 2007 and is currently planned to be completed
sometime  in  2009, funding and scheduling permitting. The Company will not know
the total estimated cost of the development of the Reedy Creek Property until it
has  determined the market and completed designs for the properties. The Company
does  not  currently have any funding in place for any of the capital which will
be required to complete the development of the Reedy Creek Property and there is
no  assurance  that funding will be available on favorable terms, if at all. The
Company  is  currently  seeking  a  joint  venture  partner  for  this property.

Note  Modification  Agreement
-----------------------------

In  February  2006,  we  entered  into  a Note Modification Agreement with SIBL,
whereby  we  agreed  to  modify certain provisions of our outstanding promissory
notes  with  SIBL  to  grant  extensions  of  payments due. Pursuant to the Note
Modification  Agreement,  we  and  SIBL  agreed  that  all  interest  due on our
$6,000,000  note, from January 1, 2005, through September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original terms of that note; that all interest accrued on the $3,000,000 note we
have with SIBL, from the date of the note until September 30, 2006, shall be due
and payable on September 30, 2006, with all interest thereafter payable with the
original  terms of that note; that the maturity date of our $1,250,000 note with
SIBL  be extended until September 30, 2006, and that no payments of principal or
interest on that note shall be payable until the extended due date of that note;
that  the  maturity date of our $1,355,000 note with SIBL be extended until June
30,  2007,  and  that no payments of principal or interest on that note shall be
payable  until the extended due date of that note; that the maturity date of our
$305,000 note with SIBL be extended until June 30, 2007, and that no payments of
principal  or interest on that note shall be payable until the extended due date
of  that  note; and that interest on our $2,100,000 note with SIBL be payable in
arrears, on a quarterly basis, with the first payment due on March 28, 2006, and
subsequent payments due on each June 28, September 28, December 28 and March 28,
until the maturity date of December 27, 2007, with the outstanding principal and
interest  shall  be  due  (collectively,  all the notes described above shall be
referred  to  as  the  "Notes").

Furthermore,  SIBL agreed, pursuant to the Note Modification Agreement, to waive
any  defaults arising under the Notes prior to the date of the Note Modification
Agreement,  attributable  to  our  failure  to make any payments of interest due
under  the  Notes  prior to the date of the Note Modification Agreement; and any
default  of us and/or Around The World Travel, Inc. ("AWT") under the $1,250,000



note  to  fulfill  the financial reporting requirements under the loan documents
related  to the $1,250,000 note. SIBL also waived our obligation and AWT's under
the $1,250,000 note to fulfill the financial reporting requirements described in
the  note  in  the future, provided that SIBL may reinstate such requirements at
any  time  upon  written  demand  to  us  of  such  note.

PURCHASE  OF  MINORITY  INTEREST  IN  TIERRA  DEL  SOL
-----------------------------------------------------

In  March 2006, and effective as of December 31, 2005, we purchased the minority
interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the "Minority
Interest")  from Harborage Leasing Corporation ("Harborage"). The purchase price
of  the  Minority  Interest  from Harborage was a promissory note for $1,411,705
("Harborage Note"); the right to receive, without payment, two (2) three-bedroom
condominium  units to be constructed in Phase 2 of the Sonesta Resort, or in the
event  title  to both such units is not delivered by December 31, 2007, then, in
lieu  thereof, payment of $500,000 for each such unit that is not transferred by
such date; 197,000 shares of the Company's common stock; and warrants to acquire
300,000  additional shares of the Company's common stock at an exercise price of
$5.00  per  share.  The warrants expire if unexercised five (5) years from their
date of grant. Pursuant to the Stock Purchase Agreement, Harborage has the right
to  require  the  Company  to purchase all or a portion of the Harborage 197,000
shares  at  $5.00 per share, for sixty (60) days, beginning January 1, 2007 (the
"Put  Option"). The Put Option will no longer be in effect provided that both of
the  following  events occur: (i) Harborage is able to sell the Harborage Shares
pursuant to an effective Registration Statement under the Securities Act of 1933
(the  "Act"),  or  pursuant to Rule 144 of the Act; and after the fulfillment of
(i)  above,  the  average  closing  price of the Company on the Over-The-Counter
Bulletin  Board  or  principal exchange on which the Company's common stock then
trades,  exceeds  $5.00  per share for a period of thirty (30) consecutive days.
The Harborage Note and shares are guaranteed by Malcolm J. Wright, the Company's
Chief Executive Officer and Director, for which he received a guaranty fee equal
to  three  percent  (3%)_of  the  amount  guaranteed.  The Company paid this fee
through the grant of 102,351 warrants to purchase shares of the Company's common
stock  at  an  exercise  price  of $1.02 per share. These warrants will expire 5
years  from  the  expiration  date  of  the  guaranty.

                                SUBSEQUENT EVENTS
                                -----------------

On  or  about  May 1, 2006, with an effective date of March 15, 2006, we entered
into  an Employment Agreement with our Executive Vice President, General Counsel
and  Secretary,  Michael  D.  Crosbie  (the  "Executive"  and  the  "Employment
Agreement").  The term of the Employment Agreement is from March 15, 2006, until
March  15,  2009,  unless  he  is  terminated  by  us sooner as set forth in the
Employment  Agreement, during which time Mr. Crosbie will serve as our Executive
Vice  President,  General  Counsel  and  Secretary.  Pursuant  to the Employment
Agreement,  Mr.  Crosbie  agreed to work for us on a full-time basis and have no
other  outside  business  activities which require the devotion of a substantial
amount  of  his  time,  without  the consent of our Chief Executive Officer.  In
consideration  for Mr. Crosbie's employment with us, we agreed to pay him a base
salary  of $170,000 per year, during the first year of his employment (pro rated
from  the  effective  date  of  the  Employment  Agreement),  which salary shall



increase no less than 10% annually.  Additionally, Mr. Crosbie shall be eligible
for  a yearly bonus, which may be equal to or greater than his then base salary,
based  on  the  satisfactory  performance  of  his  duties  under the Employment
Agreement,  however we have not committed to grant Mr. Crosbie any yearly bonus.
Additionally,  we  agreed to provide Mr. Crosbie a vehicle allowance equal to 5%
of  his  then  annual  salary.

In  connection  with  Mr. Crosbie's Employment Agreement, we agreed to issue him
50,000  warrants  which  vested  as  of  the  effective  date  of the Employment
Agreement;  and  25,000  warrants  vesting  each year, on the anniversary of the
effective  date  of  his employment, that Mr. Crosbie is employed by the Company
pursuant  to  the Employment Agreement, which warrants have an exercise price of
$1.02  per  share.

We may terminate Mr. Crosbie's Employment Agreement for cause as provided in the
Employment  Agreement and Mr. Crosbie may terminate his employment with us if we
materially breach any term of the Employment Agreement.  If we materially breach
a  term of the Employment Agreement and Mr. Crosbie terminates the agreement, he
shall  be  entitled  to  receive  his base salary for a period of one and a half
years  from the effective date of such termination as long as he does not accept
any  other  full-time  employment  (the  "Termination Payments").  If he accepts
other  full-time  employment  after  the  date  of such termination or otherwise
notifies  us  of  his  intent to terminate such payments, he will be entitled to
receive,  at our option, a one-time lump sum payment, discounted for the present
value  of  such  payment,  equal  to  the  balance of the payments he would have
received  during the remaining time of the one and one half year period pursuant
to  the  Employment  Agreement.

If the Employment Agreement has not been terminated pursuant to the terms of the
Employment  Agreement  prior  to  the  expiration  of the term of the Employment
Agreement, such employment shall automatically continue for additional six month
periods,  subject  to either party providing 60 days written notice to the other
party.  However,  if  we  terminate  Mr.  Crosbie  after the initial term of the
Employment  Agreement  for any reason other than for cause, he shall be entitled
to  Termination  Payments  as  described  above.

Additionally,  pursuant  to  the  Employment  Agreement,  Mr. Crosbie is able to
terminate the Employment Agreement with us at any time, for any reason, provided
that  if his termination is not for breach of the Employment Agreement by us, he
is  only  entitled  to  receive  his compensation earned through the termination
date.

                               PLAN OF OPERATIONS

We  are currently in the process of integrating the administrative operations of
Hickory  and  TraveLeaders.  The  integration  process  has  been slower than we
anticipated  because  it  has  taken  us  longer than expected to identify those
operations  that  could  be  consolidated  and  determine  the  allocation  and
re-assignment  of  the  personnel  best  suited for the consolidated enterprise;
however,  we  expect such integration process to be completed in fiscal 2006. In
addition, time has been required to analyze and determine the impact, if any, of



certain  litigation commenced by Around The World Travel regarding its contracts
with  Seamless  Technologies,  Inc.  and  others,  as  discussed  in  "Legal
Proceedings,"  herein.

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  are  currently generating modest revenues from our call center joint venture
in  Antigua.  We  expect  revenues  from  our call center operations to increase
throughout  the  year  based  on existing contracts with major clients that will
require  an  increase  in  the  number  of  seats in the second quarter of 2006.

We  believe  that the capital requirement for the first phase of the resort will
be  approximately  $135,500,000,  of  which  $8,000,000  will  be for the resort
amenities,  $64,000,000  will  be  for  vertical  construction  on 294 units and
$49,500,000  will  be  for  other costs such as contingencies, closing costs and
soft  costs  such  as architectural, engineering, and legal costs. An additional
approximate  amount  of $14,000,000 will be expended for horizontal construction
costs  which include all of Phase I requirements plus most of the infrastructure
requirements  for the entire Project. On or about December 29, 2005 we closed on
$54.85  million  of  senior  debt  to  be used in the development of The Sonesta
Orlando  Resort  at  Tierra Del Sol (the "Project"), described in greater detail
above.  KeyBank,  N.A. is the lender of two credit facilities for the benefit of
AMLH. The first is a land loan in the amount of $14,850,000, which is secured by
Project land that is dedicated to specific phases of the development. The second
is  a  $40,000,000 revolving construction loan, for up to $72,550,000 in funding
that  will fund the development and construction for Phase 1 of the Resort. Both
loans  are  part  of a comprehensive finance plan from KeyBank, N.A. who had the
underwriting  role  in  the  sale  of  the Community Development District Bonds.
Financing  for  the  balance  of  the  development  budget,  which  includes
infrastructure,  retention,  roads and green space of approximately $26,000,000,
was through the sale of Westridge Community Development District bonds which was
completed  on  December  29, 2005 as described above. In June 2005, we began the
earth  moving  and  clearing process on the land for the resort and we expect to
begin  the  vertical  construction  in  the  third  quarter  of  2006.

As  of  the  date  of  this  filing,  the  Company  anticipates  using  "Resorts
Construction  LLC,"  to  construct  and  develop  part of the Sonesta Resort and
properties ("Resorts Construction"). It is anticipated that Resorts Construction
will  be 40.5% owned by Malcolm J. Wright, the Company's Chief Executive Officer
and  Chairman.  It  is  also  anticipated that the yet to be signed construction
contract with Resorts Construction will provide significant construction savings
over  the  PCL  contract  described  in  detail  above.



KNOWN  TRENDS,  EVENTS,  AND  UNCERTAINTIES

We  expect  to  experience  seasonal  fluctuations in our gross revenues and net
earnings  due  to  higher  sales volume during peak periods. Advertising revenue
from  the  publication  of  books  by  Hickory  that  list hotel availability is
recognized  either  when  the books are published (December) or on a performance
basis  throughout the year, depending on the contractual terms. This seasonality
may  cause  significant  fluctuations in our quarterly operating results and our
cash  flows.  In  addition, other material fluctuations in operating results may
occur  due  to  the  timing of development of resort 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  2006  and  in  the  years  ahead.

CRITICAL  ACCOUNTING  ESTIMATES

Our discussion and analysis of our financial condition and results of operations
is  based  upon our 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. For a detailed discussion of our
significant  accounting  policies, see Note 2, Summary of Significant Accounting
Policies  to the Notes to our audited consolidated financial statements included
in  "Item  7.  Financial  Statements."

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

GOING  CONCERN  CONSIDERATIONS
----------------------------

We  have  incurred losses during the development stage during our existence, and
we have negative retained earnings. We had an accumulated deficit of $13,499,420
at  December 31, 2005 and $12,356,892 as of March 31, 2006. We expect our travel
operations  through  the  end  of  the current fiscal year to require additional
working capital of approximately $2,000,000 and Hickory to require approximately
$500,000  in  working capital during the next twelve months. 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 and/or to
complete  the  construction of our planned vacation homes, we may be required to



delay the acquisition of additional travel agencies and restructure or refinance
all  or a portion of our outstanding debt. The accompanying financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.

REVENUE  RECOGNITION
--------------------

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

We  have  entered  into  approximately  653 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.

Revenues  include  property  sales which are accounted for as the profits on the
sales  at  the  time  of  closing.

GOODWILL
--------

We  adopted  the  provisions  of  Statement  of  Financial  Accounting Standards
("SFAS")  No.  142,  "Goodwill  and  Other  Intangible  Assets."  This statement
requires that goodwill and intangible assets deemed to have indefinite lives not
be  amortized,  but  rather  be  tested  for  impairment  on  an  annual  basis.
Finite-lived  intangible  assets  are required to be amortized over their useful
lives  and are subject to impairment evaluation under the provisions of SFAS No.
144. In 2004, we recorded an impairment of $1,500,000 related to the acquisition
of  the  TraveLeaders assets in December 2004, based on our payment of more than
fair  value.  The  remaining goodwill of $14,425,437 as of December 31, 2004 was
composed  of  $12,585,435  from the TraveLeaders acquisition and $1,840,002 from



the  Hickory  acquisition.  In  2005  we  renegotiated  and ultimately reached a
settlement  on  the  acquisition which resulted in an acquisition of goodwill of
$5,585,435  of  which $1,500,000 was previously impaired resulting in a goodwill
balance  of  $4,085,435.  Our remaining goodwill of $1,840,002 is related to the
Hickory  acquisition  and  has  not been further impaired as of either March 31,
2006 or December 31, 2005.  Therefore, total goodwill amounts to $5,925,437. The
goodwill  will  be  evaluated on an annual basis and impaired whenever events or
circumstances  indicate  the  carrying  value  of  the  goodwill  may  not  be
recoverable.

                         COMPARISON OF OPERATING RESULTS

THREE  MONTHS  ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2005

We  had  total revenue for the three months ended March 31, 2006 of $14,791,541,
which  was  composed  of  operating  revenues of $1,662,295 and undeveloped land
sales  of  $13,129,246.  This  represented  an  increase  in  total  revenues of
$9,052,876,  from  total  revenues of $5,738,665 of total revenues for the three
months  ended March 31, 2005.  The reasons for the increase in total revenue for
the  three months ended March 31, 2006; compared to the three months ended March
31,  2005  were  the  $8,996,335  or  217.7%  increase in undeveloped land sales
relating  to  sale of forty-two acres of land to the District and the $56,541 or
3.5%  increase  in  operating  revenues relating to increased travel business.

Total  cost of undeveloped land sales for the three months ended March 31, 2006,
was $9,796,634, compared to cost of undeveloped land sales of $3,062,991 for the
three months ended March 31, 2005, an increase of $6,733,643 or  219.8% from the
prior  period.  The  increase  in  cost  of  undeveloped land sales was directly
related  to  the increased land sales for the three months ended March 31, 2006,
compared  to  the  three  months  ended  March  31,  2005.

We  had  a gross margin of $4,994,908 for the three months ended March 31, 2006,
compared  to  a  gross margin of $2,675,674 for the three months ended March 31,
2005,  an  increase of $2,319,234 or 86.7% from the prior period, which increase
in gross margin was mainly due to the 157.8% increase in total revenue offset by
the 219.8% increase in cost of undeveloped land sales for the three months ended
March  31,  2006,  compared  to  the  three  months  ended  March  31,  2005.

We  had  total operating expenses of $2,675,317 for the three months ended March
31,  2006,  compared  to  total  operating  expenses of $2,836,538 for the three
months ended March 31, 2005, a decrease in total operating expenses of $161,221
or  5.7%  from  the prior period.  The decrease in total operating expenses from
the prior period was mainly due to the $145,211 or 6.0% decrease in general and
administrative  expenses  caused  by  personnel  reductions and cost containment
efforts  in  our  travel  sector  plus  a  large decrease in expenditures in our
communications  sector.



We  had  total  income  from operations of $2,319,590 for the three months ended
March 31, 2006, compared to total loss from operations of $160,864 for the three
months ended March 31, 2005, an increase in income from operations of $2,480,454
from  the  prior period. The increase in total income from operations was mainly
due  to  the  sale  of  forty-two  acres of undeveloped land to the District, as
described  above.

We had total interest expense of $1,240,148 for the three months ended March 31,
2006,  compared to total interest expense of $393,319 for the three months ended
March  31,  2005,  an  increase in interest expense of $846,829 or 215% from the
prior  period.  The  increase  in interest expense was mainly due to interest on
loans  from Stanford that were not in place in the first quarter of 2005 and the
amortization  of  deferred  financing  costs.

We had equity in operations of unconsolidated affiliate of $64,484 for the three
months  ended March 31, 2006, compared to equity in operations of unconsolidated
affiliate  of  $-0-  for  the  three  months  ended  March  31, 2006.  Equity in
operations of unconsolidated affiliate for the three months ended March 31, 2006
was  due  to the call center operations of Caribbean Media Group, Ltd. Caribbean
Leisure  Marketing,  Ltd.,  our  wholly  owned subsidiary, owns 49% of Caribbean
Media  Group,  Ltd.

We had income before income taxes of $1,143,926 for the three months ended March
31,  2006, compared to loss before income taxes of $554,183 for the three months
ended March 31, 2005, an increase in income before income taxes of $1,698,109 or
306%  from  the  prior  quarter.

We had provision for income taxes of $1,399 for the three months ended March 31,
2006,  compared to provision for income taxes of $-0- for the three months ended
March  31,  2005.

We  had  net  income  of  $1,142,527  for the three months ended March 31, 2006,
compared  to  net loss of $554,183 for the three months ended March 31, 2005, an
increase  in  net  income  of  $1,696,710  or 306% from the prior period.  The
increase  in  net  income  was due to the sale of forty-two acres of undeveloped
land.

LIQUIDITY AND CAPITAL RESOURCES

We  had total current assets of $25,544,633 as of March 31, 2006, which included
cash  of  $335,416,  restricted  cash  of  $21,249,358,  accounts  receivable of
$1,080,412,  other  receivable  of  $5,788,553 and prepaid expenses and other of
$90,893. This represented an increase in total current assets of $6,414,308 from
December  31,  2005, when total current assets were $22,130,325. The main reason
for  the  increase  in  total  current  assets as of March 31, 2006, compared to
December  31,  2005, was an $8,074,004 increase in restricted cash in connection
with  additional  deposits  on units in the Sonesta Resort and funds raised from
the  sale of the District bond, as described above. Restricted cash consisted of
escrowed  deposit  funds  from customers as well as funds devoted exclusively to
the  development  of  the  Sonesta  Resort.



We  had net property and equipment as of March 31, 2006 of $4,198,657, which was
a  decrease  of  $385,196  from  net  property and equipment of $4,583,853 as of
December  31, 2005. The decrease in net property and equipment from prior period
was  mainly  caused  by  the depreciation of our equipment over the three months
ended  March  31,  2006.

We  had $49,312,308 of land held for development as of March 31, 2006, which was
an  increase of $14,617,027 or 42% from land held for development of $34,695,281
as  of  December  31, 2005. The increase in land held for development was due to
capitalization  of costs such as interest, professional fees, operating expenses
on  Tierra  Del  Sol,  Inc.  until  the units at the Sonesta Resort property are
completed and the acquisition of Reedy Creek Acquisition Company for $13,386,265
which  increased  our  ownership  in such entity and the undeveloped Reedy Creek
Property  from  1%  to  100%. The $49,312,308 of land held for development as of
March 31, 2006, represented the total costs capitalized since 2002 including the
cost  of  the  land.

We  had  total  other assets of $28,024,210 as of March 31, 2006, which included
prepaid  sales  commissions  of  $8,742,733;  prepaid  sales commissions from an
affiliated  entity,  Xpress,  Ltd.,  of  $3,469,838;  investment  senior  notes
$5,170,000;  goodwill  of  $5,925,437; trademark of $968,750 and other assets of
$3,747,452,  which  included  deferred  financing  costs,  member  contracts and
customer  lists.  Trademark  of  $968,750  as of March 31, 2006, represented the
Company's  trademark  on "Traveleaders." Prepaid sales commissions are paid to a
sales  agent  at the point of sale and the agent then executes a note indicating
that  if the customer does not ultimately close on the sale of the property, the
agent  will return the advance. One half of the total sales commissions are paid
at  the  point  of  sale,  with the remaining balance being paid to the agent at
closing.

We  had  total assets of $110,079,808 as of March 31, 2006, which included total
current  assets  of  $28,544,633; net property and equipment of $4,198,657; land
held  for  development  of  $49,312,308  and  total other assets of $28,024,210,
compared to total assets of $89,923,247 as of December 31, 2005. The increase in
total  assets  was mainly due to the increases in total current assets and total
other  assets  as  described  above.

We  had  total  current  liabilities  of $26,828,766 as of March 31, 2006, which
included  current maturities of long-term debt and notes payable of $18,117,620;
current  maturities  of  notes  payable-related  parties of $1,095,541; accounts
payable  and  accrued  expenses  of  $3,800,767;  accrued  expenses-officers  of
$3,705,500 and other liabilities of $109,338. Accrued expenses-officers included
$2,900,000  in salaries due to our Chief Executive Officer and Chairman, Malcolm
J.  Wright,  as well as $558,000 in interest due on that amount (accrued officer
and  director  salaries bear interest at 12% per year, compounded annually until
paid),  and  $225,000  due  to L. William Chiles, the Chief Executive Officer of
Hickory  and  our  Director, and $22,500 of interest on such salary. This was an
increase in current liabilities of $16,308,092 from total current liabilities of



$10,520,674  as  of  December  31, 2005. The increase in current liabilities was
mainly  attributable  to  an  increase  of  $16,326,812  or  911.7%  in  current
maturities  of long term debt and notes payable which increase was mainly due to
the  Reedy  Creek Acquisition Company loans with SIBL and Banker's Credit, which
we  received  during  the  three  months  ended  March  31,  2006.

As  of  March  31,  2006, we owed $1,474,211 in connection with notes payable to
related  parties  including  $225,615  owed  to  our  Director,  William Chiles;
$582,500  owed to Charles Sieberling, the Secretary of Hickory, $167,401 owed to
our  Chief  Executive Officer and Chairman, Malcolm J. Wright, and $174,433 owed
to  Xpress,  Ltd.,  of  which  Mr.  Wright  is  the  President.

We  had  total  liabilities of $102,241,832 as of March 31, 2006, which included
total  current  liabilities  of $26,828,766; long-term debt and notes payable of
$36,360,032; a put liability related to the purchase of the minority interest in
Tierra Del Sol, Inc. of $985,000, and deposits on pre-unit sales of $38,068,034.
This  represents  an  increase in total liabilities of $18,536,939 or 22.1% from
total  liabilities  of  $10,520,674  as of December 31, 2005, which increase was
mainly  due  to  the  $16,326,812  or  911.7%  increase in current maturities of
long-term  debt  and  notes  payable,  described  in  greater  detail  above.

We  had  total  working  capital  of $1,715,867 and a ratio of current assets to
current  liabilities  of  1.06  as  of  March  31,  2006.

We  had  net  cash  flows provided by operating activities of $4,677,267 for the
three  months ended March 31, 2006, which was mainly attributable to an increase
in  prepaid  and  other  assets  of  $1,348,704,  and  an  increase  in  prepaid
commissions  of $925,413 in connection with prepaid commissions paid on sales of
condominiums and town homes in the Sonesta Resort, offset by a $962,729 decrease
in receivables, $1,148,515 of interest expense and $1,142,527 of net income. The
increase  in prepaid and other assets was caused by our settlement of the Around
The  World  Travel,  Inc. ("AWT") Asset Purchase Agreement, described in greater
detail  above,  which  caused certain funds and assets that had been remitted to
AWT  to  be  treated  as  receivables.

We had total cash flows used in investing activities of $1,260,938 for the three
months ended March 31, 2006, which included $30,176 spent for the acquisition of
fixed  assets  and  $10,361,734 in capitalization of real estate carrying costs,
offset  by $9,130,972 of income from financing activities in connection with the
property  sold  to  the  District,  as  described  in  greater detail above. The
$9,130,972  of  capitalized  real estate carrying costs are costs related to the
construction  and  development  of  the  Sonesta  Resort  properties,  which are
capitalized  until the units are closed (ownership is transferred to the buyer),
and  include  the  sale  proceeds  from  the sale of the land to the District as
described above. Once the units close, the accumulation of costs related to that
particular  unit  is  recognized  as  cost  of  goods  sold.

We  had  net  cash  provided by financing activities of $4,768,036 for the three
months  ended March 31, 2006, which was due to $4,896,909 of proceeds from notes
payable  and $308 from proceeds from the exercise of warrants offset by $129,182
of  payment  of debt. The proceeds from note payable of approximately $3,267,000
was  due  to amounts advanced pursuant to the Land Loan with Keybank as of March
31,  2006.



The purchase of the 99% interest in Reedy Creek Acquisition Company was financed
through notes payable with SIBL and Banker's Credit Corporation.

We  expect  that we will require approximately $2,500,000 through the end of the
2006  fiscal  year  for  working  capital for our travel management and services
businesses.

We estimate that the cost to complete the construction of Phase I of the Sonesta
Resort  will  be  approximately  $135,500,000  of  which $ 8,000,000 will be for
resort amenities, $64,000,000 will be for vertical construction on 294 units and
$49,500,000  will  be  for  other costs such as contingencies, closing costs and
soft  costs  such  as architectural, engineering, and legal costs. An additional
approximate  amount  of $14,000,000 will be expended for horizontal construction
costs  which include all of Phase I requirements plus most of the infrastructure
requirements  for  the  entire  Project.  As  of  March  31, 2006, approximately
$14,850,000  had been advanced to the Company pursuant to the Land Loan and $-0-
had been advanced to the Company pursuant to the Construction Loan (as described
and  defined  above).

On December 30, 2005, we closed on an aggregate of $54,850,000 in senior debt to
be  used  in  the  development  of The Sonesta Orlando Resort at Tierra Del Sol.
KeyBank,  N.A. is the lender of the senior debt, which was provided to us in the
form  of  two  credit  facilities.  The  first  is  a land loan in the amount of
$14,850,000,  which  is  secured  by  Project land that is dedicated to specific
phases  of  the  development. The second is a $40,000,000 revolving construction
loan  that will fund the development and construction for Phase 1 of the Sonesta
Resort.  Both loans are part of a comprehensive finance plan for the development
of  the Project that also includes funding in the amount of $25,825,000 from the
Westridge  Community  Development  District ("CDD"), which bonds will be used to
pay  for  infrastructure facilities for public purposes such as water supply and
retention  systems,  roadways,  green  space  and  nature  recreation  areas. In
addition  to  the  KeyBank  provided senior debt, the Project is also benefiting
from  $25,825,000  in bonds issued by the CDD, a special purpose taxing district
formed  for  the  purpose of financing the installation of vital public services
such  as  water  supply  and  retention, sanitary and storm water sewer systems,
roadways  and  the  landscaping  attendant to those uses. The CDD supports these
initiatives,  through  the  provision of capital and maintenance, via a tax upon
the  property  owners of the district that utilizes a low finance rate (5.8% per
annum)  and  a  long-term  amortization  of  the  capital  costs  (30  years).

The  first  phase  of  site  work  on  the  Sonesta Resort, at an estimated cost
exceeding  $19  million,  will  be  funded by the CDD via the sale by the CDD of
bonds  issued  on a non-recourse basis to the Company ("CDD Bonds"). The CDD was
initially  created by the Company in September 2003 and enabled by an order of a
Florida  State  District  Court.  The CDD Bond issue was underwritten by KeyBanc
Capital  Markets  Group in the amount of $25,825,000. The first issue of the CDD
Bonds were successfully sold and closed simultaneous with the closing of the Key
Bank  senior  debt facilities. Upon closing of the loan, we repaid $7,862,250 of
short-term debt plus accrued interest of approximately $256,512. This short-term
debt originally matured on March 31, 2005, but it was extended until the closing
of  the  KeyBank  credit  facilities  in  December  2005.



We believe that the sum of the construction loan and the bond sale proceeds will
provide  sufficient  capital  for  the  construction  of  Phase 1 of The Sonesta
Orlando  Resort  at  Tierra Del Sol. In June 2005, we began the earth moving and
clearing  process  on the land for the Sonesta Resort and we expect to begin the
vertical  construction  of Phase 1 in the third quarter of 2006. We will need to
raise  additional  capital  to begin and complete Phase 2 of the Sonesta Resort,
assuming  the  construction  of  Phase 1 is successful, of which there can be no
assurance.  Additionally,  we will need to raise significant capital to plan and
construct  our  planned  development  activities  on  our  Reedy Creek Property.

At  March  31, 2006, we had an outstanding principal balance of $6,000,000 under
our  secured  revolving credit facility with Stanford, which 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  J. Wright, our Chief Executive Officer and Chairman 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.

As  of  March  31,  2006, we had an outstanding principal balance of $4,250,000,
under  another  secured  revolving  credit  facility  with Stanford, which bears
interest  at  a  fixed  rate  of  8% per annum payable quarterly in arrears. The
credit  facility  is  comprised of two tranches. The first tranche of $1,250,000
matures on September 30, 2006, may solely be used for the working capital of our
Hickory  and  TraveLeaders travel business and must immediately be repaid to the
extent  that  the  borrowed  amount  together  with  accrued and unpaid interest
exceeds  a  borrowing  base  which  is  generally  calculated  as  the lesser of
$1,250,000,  or  50%  of  the  dollar  amount  of TraveLeaders eligible accounts
receivable  minus such reserves as the lender may establish from time to time in
its  discretion.  The second tranche of $3,000,000 matures on April 22, 2007. At
the  sole  election  of  the  lender,  any  amount  outstanding under the credit
facility  may be converted into shares of our common stock at a conversion price
of $10.00 per share. The credit facility is secured by collateral assignments of
our  stock  in  the  active Travel Division subsidiaries as well as a collateral
assignment  of  our first lien security interest in the assets formerly owned by
Around  The  World  Travel,  Inc.

As of March 31, 2006, we had a total of $1,355,000 outstanding under our secured
revolving credit facility with Stanford, which bears interest at a fixed rate of
8% per annum and matures on April 22, 2007. The proceeds of this facility may be
used  solely  for our call center operations in Antigua. Interest for the period
from  January 1, 2005 to March 31, 2006 was 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  entered into another credit facility in the amount of $305,000 with Stanford
in  September  2005  of  which $289,000 had been drawn as of March 31, 2006. The
credit  facility  bears  interest at 8.0% per annum and is secured by the assets
and  stock  of  the  Company.

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). As additional
consideration  for this financial assistance, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per  share and warrants to purchase 154,000 shares of our common stock at
an  exercise  price  of  $0.001  per  share.  Additionally,  in January 2006, in
connection  with  the  SIBL Reedy Creek Loan, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per share and warrants to purchase 154,000 shares of the Company's common
stock at an exercise price of $0.001 per share. The warrants expire 5 years from
issuance.  The  warrants contain anti-dilution provisions, including a provision
which  requires  us to issue additional shares under the warrants if we issue or
sell  any common stock at less than $1.02 per share, or grant, issue or sell any
options  or  warrants  for  shares of the Company's common stock to convert into
shares  of our common stock at less than $1.02 per share. If we do issue or sell
common  stock, which would cause a re-pricing of the warrants issued to SIBL, it
would likely have an adverse effect on the trading value of our common stock and
could  cause  substantial  dilution  to  our  then  shareholders.

Our  subsidiary  Hickory  Travel  Systems, Inc. owes $250,000 pursuant to a note
payable  to  Sabre, Inc. ("Sabre"), which final payment of $250,000 on such note
was  due December 31, 2003. The note originally accrued interest at 8% per annum
and  is  secured by the personal guaranty of William Chiles who is a Director of
the  Company.  Interest has not been paid or accrued on this note since December
31,  2003,  as  there  is  no interest penalty or default rate applicable to the
final  unpaid  payment. Sabre has not requested the final payment of $250,000 of
the  promissory  note  from  Hickory  to  date.

Additionally,  Hickory  has  a  $375,900  loan  through  the U.S. Small Business
Administration  ("SBA")  of  which $367,367 has been drawn as of March 31, 2006.
The  SBA  loan  is  due  by  May  2033  and  bears interest at 4% per annum with
principal  and  interest  payments of $1,862 due monthly from May 2005 until May
2033.  The  SBA note is secured by Hickory's assets and the personal guaranty of
William  Chiles,  who is our  Director.

In  connection  with our purchase of the assets of Around The World Travel, Inc.
("AWT"),  as  of  March  31,  2006  there is a balance from those liabilities we
assumed  from  AWT  of $3,801,886, of which approximately $376,375 is due in the
next  twelve  months.

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 the company's common stock, accelerate amounts due under
the  applicable  credit  facility  and  may  foreclose on collateral and/or seek
payment  from  a guarantor of the credit facility. At March 31, 2006, we believe
we were in compliance with the covenants and other restrictions applicable to us
under  each  credit  facility.

In  connection  with  the  exercise  of  the  Reedy  Creek  Option,  Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by  SIBL to Reedy Creek Acquisition Company. The modified loan terms
are  evidenced by a Renewed, Amended and Increased Promissory Note (the "Amended
Note")  made  by  Reedy  Creek Acquisition Company in favor of SIBL. The Amended
Note has a maturity date of December 31, 2006, a principal balance of $8,000,000
and  bears  interest at the rate of 8% per year. Interest on the Amended Note is
payable  quarterly on June 30, 2006, September 30, 2006 and on the maturity date
of  the Amended Note. Upon an event of default as described in the Amended Note,
SIBL  has  several rights and remedies, including causing the Amended Note to be
immediately  due  and  payable.

The  Amended Note is secured by a second lien on the Reedy Creek Property. It is
guaranteed  by  the Company and Malcolm J. Wright, the Company's Chief Executive
Officer  and  Chairman  pursuant to a Modification and Reaffirmation of Guaranty
and  Environmental  Indemnity  Agreement.  In  consideration  for  Mr.  Wright's
guarantee,  and  pursuant  to  an  existing agreement between Mr. Wright and the
Company, Mr. Wright earned a fee equal to three percent (3%) of principal amount
of  the Amended Note. The Company will pay this fee through the grant of 240,000
warrants  to  Mr.  Wright to purchase shares of the Company's common stock at an
exercise  price  of $1.02 per share. These warrants will expire 5 years from the
expiration  of  the  guaranty.

In connection with the exercise of the Reedy Creek Option, the Company and Reedy
Creek  Acquisition  Company  arranged  to receive a $7,000,000 loan from Bankers
Credit  Corporation  ("Bankers  Credit").  Under the terms of the Bankers Credit
loan,  Bankers  Credit  advanced  Reedy  Creek Acquisition Company $3,000,000 at
closing  and  an additional $4,000,000 subsequent to the date of closing, for an
aggregate  of  $7,000,000.

The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or 15% per year. The interest rate of the Bankers Credit Note as of May 17,
2006  was 15% (with a prime rate, as reported by the Wall Street Journal of 8%).
Interest on the Bankers Credit Note is payable monthly. The maturity date of the
Bankers  Credit  Note is January 3, 2007, when all principal and unpaid interest
is due and payable. Pursuant to the Bankers Credit Note, Reedy Creek Acquisition
Company  agreed  to  pay  a 10% late charge on any amount of unpaid principal or
interest  under the Bankers Credit Note. The Bankers Credit Note is subject to a
1% exit fee. Additionally, if repaid by Reedy Creek Acquisition Company prior to
July  3,  2006, the Bankers Credit Note is subject to an additional 1% repayment



fee;  however,  if  repaid  after  July  3, 2006, the Bankers Credit Note is not
subject  to  the  repayment  fee.  Upon  an event of default as described in the
Bankers  Credit  Note, Bankers Credit has several rights and remedies, including
causing  the  Bankers  Credit  Note  to  be  immediately  due  and  payable.

The  Bankers Credit Note is secured by a first lien on the Reedy Creek Property.
Additionally,  the  Bankers Credit Note is guaranteed by the Company and Malcolm
J.  Wright,  the  Company's  Chief  Executive Officer and Chairman pursuant to a
Guaranty Agreement. In consideration for Mr. Wright's guarantee, and pursuant to
an  existing  agreement  between Mr. Wright and the Company, Mr. Wright earned a
fee equal to three percent (3%) of the Bankers Credit Note. The Company will pay
this  fee through the grant of 210,000 warrants to Mr. Wright to purchase shares
of  the  Company's  common  stock at an exercise price of $1.02 per share. These
warrants  will  expire  5  years  from  the  expiration  of  the  guaranty.

Reedy  Creek  Acquisition Company utilized the initial proceeds from the Bankers
Credit  loan  to pay a portion of the amount owed on the existing first mortgage
note  issued  to  the  sellers  of  the Reedy Creek Property. The holder of this
mortgage  agreed  to  release  the  mortgage in exchange for this payment. Reedy
Creek  Acquisition  Company  has now paid the balance of this mortgage note upon
the  receipt  of  the  balance  of  the  Bankers  Credit  loan.

While  we  currently  believe  we have sufficient funds to continue our business
plan  and  complete  the  construction  of Phase 1 of the Sonesta Resort, moving
forward,  our  growth and continued operations may be impaired by limitations on
our  access  to  the  capital markets. In the event that our current anticipated
costs of developing the Sonesta Resort and/or the Reedy Creek Property, are more
than  we  anticipate, and/or our other travel service operations do not continue
to generate revenue at their current levels, we may not have sufficient funds to
complete  such  construction  projects  and/or  repay  amounts owed on the notes
payable  described  above.  As  a  result,  we  may  be  forced  to  abandon our
development  and construction plans and/or scale back our operations which would
have  a  material  adverse  impact  upon our ability to pursue our business plan
and/or  the  value  or common stock. There can be no assurance that capital from
outside  sources  will  be available, or if such financing is available, that it
will not involve issuing further securities senior to our common stock or equity
financings  which  are  dilutive  to  holders  of  our  common  stock.

                                  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  December  31, 2005, we had an
accumulated  deficit  of  $13,499,420  and  as  of  March  31,  2006,  we had an
accumulated  deficit  of  $12,155,007.

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

Our  costs  of establishing our business models for both the Travel Division and
the  Resort  Development  Division, including acquisitions and the due diligence
costs  of that process, together with the un-financed development costs incurred
in  the  Resort Development Division requires significant capital. 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. On
December  29,  2005,  certain  affiliates  of  the Company closed two (2) credit
facilities  with  Key  Bank related to the Sonesta Resort. The credit facilities
consisted  of  a $40,000,000 revolving construction loan to be used to construct
Phase  1  of the Sonesta Resort (the "Construction Loan") and a $14,850,000 term
loan  used  to finance the acquisition of the property for the Resort and to pay
certain  related  costs  (the  "Land Loan"). 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, and/or if
we  are not able to repay the Construction Loan or the Land Loan, it will have a
material  adverse  effect  on  our financial condition and results of operation.

WE  OWE  A  SIGNIFICANT  AMOUNT  OF  MONEY  TO  KEYBANK  IN  CONNECTION WITH THE
CONSTRUCTION LOAN AND LAND LOAN, WHICH MONEY WE DO NOT CURRENTLY HAVE, AND WHICH
LOANS  ARE  SECURED  BY  THE  SONESTA  RESORT.

The occurrence of any one or more "events of default" under the Land Loan and/or
Construction  Loan  would  allow  KeyBank  to pursue certain remedies against us
including  taking  possession of the Sonesta Resort project; withholding further
disbursement  of the proceeds of the loan and/or terminate KeyBank's obligations
to  make  further disbursements thereunder; and/or declaring the note evidencing
the  loans  to  be immediately due and payable. We do not currently have cash on
hand  sufficient  to repay the approximately $14,850,000 which was borrowed from
KeyBank  pursuant  to  the Land Loan and Construction Loan as of March 31, 2006.
The  Land  Loan  and Construction Loan are due on June 28, 2007 and December 28,
2007,  respectively,  and we do not currently have sufficient cash to repay such
loans  when  due.  Furthermore, we will likely not have sufficient cash to repay
such  loans  until the completion of the units in the Sonesta Report, if at all.
If  we do not repay the amounts owning under the Construction Loan and Land Loan
when  due, KeyBank may take possession of the Sonesta Resort project, and we may
be  forced  to  curtail or abandon our current business plans, which could cause
the  value  of  our  securities  to  become  worthless.

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



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

     -    Our $6,000,000  credit  facility  has  been  re-structured  to  be
          secured  by  a first mortgage on land owned by third parties. However,
          Stanford  has  agreed that the mortgage securing the $6,000,000 credit
          facility  shall  be  released  in  exchange for payment of the primary
          obligations  it  secures, which includes the $2,100,000 loan to Tierra
          Del  Sol and the release of the Letters Of Credit. In consideration of
          Stanford's  release  of  the  mortgage  securing the $6,000,000 credit
          facility,  we  have  granted  Stanford warrants to acquire up to 2% of
          each  of  the Development Partnerships. A component of that collateral
          is  that  Stanford  has  an  option  to  elect  to receive warrants to
          purchase  Series  E  Preferred  Stock  in  lieu  of  and equivalent to
          distributions  (after tax) from the Development Partnerships. Series E
          Preferred  Stock  has a conversion value to common stock at $15.00 per
          common  share.  Other assets previously provided to secure this credit
          facility,  including  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 remain as
          security  for  the  debt.

     -    Our $4,250,000  credit  facility  is  secured  by  collateral
          assignments of our stock in the active Travel Division subsidiaries as
          well as a collateral assignment of our first lien security interest in
          the  assets  formerly  owned  by  Around  The  World  Travel,  Inc.

     -    Our $1,355,000  credit  facility  is  secured  by  all  of  the issued
          and  outstanding  stock of our subsidiary, Caribbean Leisure Marketing
          Limited.  This  facility  is  non-recourse  to the Company but for the
          assets  and  revenues  of  that  subsidiary.

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

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

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



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

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

RISKS  RELATED  TO  OUR  RESORT  DEVELOPMENT  DIVISION

WE  OWE A SIGNIFICANT AMOUNT OF MONEY TO KEYBANK, NATIONAL ASSOCIATION, WHICH WE
DO  NOT  CURRENTLY  HAVE  FUNDS  TO RE-PAY, AND WHICH LOANS INCLUDE LIENS ON OUR
PROPERTIES.

In  December  2005,  we  closed  two  credit  facilities  with KeyBank, National
Association  ("KeyBank")  related  to  the Sonesta Resort. The credit facilities
consisted  of  a  $40,000,000  revolving  credit  line,  for  financing  up  to
$72,550,000  (the "Construction Loan") and a $14,850,000 term loan to be used to
finance  the  acquisition  of the property for the resort (the "Land Loan"). The
Construction  Loan  and  the  Land  Loan  bear interest at the rate of the daily
London  Interbank  Offered  Rate  ("LIBOR")  plus  2.75%,  and  plus  3.10%,
respectively,  currently  8.16% and 8.51%, respectively, with the LIBOR equal to
5.51% as of May 17, 2006. The maturity date of the Construction Loan is December
28,  2007  and  the  maturity  date  of  the  Land  Loan  is  June 28, 2007. The
Construction  Loan  and  the  Land  Loan are secured by a first lien on the land
within  Phase  1  and Phase 2, respectively of the Sonesta Resort, including any
improvements,  easements,  and 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 property; 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. As of the date of this
filing we have borrowed $0.00 from KeyBank pursuant to the Construction Loan and
$14,850,000  under the Land Loan, which amount we do not currently have funds on
hand  to  repay.  We  are under no pressure to repay the Land Loan. Our business
plan  includes  retiring  that debt with a construction loan to build Phase 2 of



the Sonesta Resort. We intend to use the proceeds of the sale of the units built
with  the  Phase  1  Construction  Loan. Since any units that are built with the
Construction  Loan  are  subject  to bona fide third party sales agreements that
have  been  approved  by  Key Bank, we believe that the risk of not repaying any
amounts  drawn  under  the  Construction  Loan  is  manageable.

WE  NEED  SIGNIFICANT  ADDITIONAL  FINANCE  FACILITIES TO BEGIN AND COMPLETE THE
DEVELOPMENT OF PHASE 2 OF THE SONESTA RESORT AND OUR PLANNED CONSTRUCTION OF THE
REEDY  CREEK  PROPERTY.

While  we  currently  believe  we  have  sufficient  capital  to  complete  the
development  of  Phase  1 of the Sonesta Resort, we do not plan to use Company's
revenue  to  begin  or complete Phase 2 of the Sonesta Resort and/or our planned
development  of  the Reedy Creek Property (as described above). Our plan for the
financing of the Phase 2 town homes is to use a program from a national mortgage
lender  to  employ  construction  loans issued to each purchaser that will, upon
completion,  convert  to permanent, conventional mortgages. The finance plan for
the  Phase 2 amenities is to employ a line of credit secured by a segment of the
profits  from  the  sale of the residential units. We will employ a conventional
construction  loan  for  the condominium units. As of this date, the Company has
not  yet  secured  the line of credit for the amenities or the construction loan
for  the condominium units. It is impossible at this time for us to estimate the
cost  of  completing Phase 2 of the Sonesta Resort and/or the development of the
Reedy  Creek  Property,  however,  based upon the size of the projects, we would
anticipate  such  costs to be substantial. We will not begin the construction of
Phase  2  until we have capitalized the construction appropriately. If we cannot
obtain  the  appropriate financing, we may have to delay the commencement of the
construction  of  Phase 2 until such time as we have adequate funding available.
We  may  never  have  sufficient capital to begin or complete the development of
Phase  2  of  the  Sonesta Resort which could force us to modify the development
plan  for the Sonesta Resort. Our business plan for the development of the Reedy
Creek  Property is to enter into a partnership agreement with an experienced and
high  credit development partner, and as such, we do not expect to raise capital
or incur debt to begin or complete that project. At present, the Company has not
yet  chosen  such partner although we are in receipt of proposals from qualified
developers  that  are  consistent  with  our  business  plan.

THE  CONSTRUCTION  OF THE SONESTA RESORT IS SUBJECT TO DELAYS AND COST OVERRUNS,
WHICH  COULD  CAUSE THE ESTIMATED COST OF THE RESORT TO INCREASE AND WHICH COULD
CAUSE  US  TO  CURTAIL  OR  ABANDON  THE  CONSTRUCTION  OF  THE  SONESTA RESORT.

We  believe that we currently have sufficient capital to complete Phase 1 of the
Sonesta  Resort.  However,  all  construction  projects, especially construction
projects  as  large as our planned Sonesta Resort are subject to delays and cost
overruns.  We have experienced cost increases and overruns since sales commenced
in  2004,  due  to  significant price increases in construction materials, which
have  been  exacerbated  by the hurricanes of 2004 and 2005. The increased costs
have impacted construction throughout the southeastern United States and are not
unique  to  us. Because of the significant cost increases, we are evaluating and
plan to implement a program to revise upwards the price of sold and unsold units



or  to  cancel  contracts  on  units because of cost overruns. If we continue to
experience  substantial  delays  or  additional  cost  overruns  during  the
construction  of  Phase  1 of the Sonesta Resort, or both, we could be forced to
obtain  additional  financing  to  complete the project, which could be at terms
worse  than  our  current  funding, and could force us to curtail or abandon our
current  plans  for  Phases 1 and 2 of the Sonesta Resort. As a result, sales of
our town homes and condominiums could be severely effected, which could force us
to  curtail  or abandon our business plans and/or could make it difficult if not
impossible to repay the significant amount of money due to KeyBank (as explained
above),  which  as  a  result  could cause the value of our securities to become
worthless.

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, CHIEF FINANCIAL
OFFICER  AND  AS  CHAIRMAN  OF  THE  BOARD  OF  DIRECTORS,  IS INVOLVED IN OTHER
BUSINESSES  THAT  HAVE  CONTRACTED  WITH  US  AND IS ALSO INVOLVED WITH PROPERTY
DEVELOPMENT  PROJECTS  THAT  MAY  BE  IN  COMPETITION  WITH  US.

Malcolm  J. Wright is the President of American Leisure Real Estate Group, Inc.,
a  real  estate  development  company  with  which  we  have  contracted for the
development  of  our  resorts including The Sonesta Orlando Resort at Tierra Del
Sol  ("ALREG").  Mr.  Wright  has  an 81% interest in ALREG; however, we have no
interest  in  ALREG. Additionally, 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 and shareholder
of   Inovative Concepts, Inc., which operates a landscaping business, M J Wright
Productions,  Inc.,  which  owns  our Internet domain names, Resorts Development
Group,  LLC  which  develops resort properties in Orlando including Bella Citta,
Los  Jardines  Del Sol, The Preserve, Tortuga Cay and Sherberth Development LLC,
Resorts  Construction,  LLC with whom we intend to contract to construct part of
the  Sonesta  Resort  as described above, Resorts Concepts, LLC which operates a
design  business,  Titan Manufacturing, LLC from whom we intend to purchase roof
tiles  for  our  developments,  South  Beach Resorts LLC in conjunction with Mr.
Pauzar and Mr. Maddock which is redeveloping the Boulevard Hotel on South Beach,
Miami.  Because  Mr.  Wright  is  employed  by  us  and the other party to these
transactions,  Mr.  Wright  might  profit  from  a  transaction  when we do not.



Management  believes that these transactions are in the best interest of, or not
detrimental  to,  the Company, and are as good or better than could be achieved,
if  even  possible  to  achieve,  by  contracting with a wholly unrelated party.
Additionally, the transactions were negotiated by us in a manner akin to an arms
length  transaction.  Additionally,  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. Mr. Wright, however, has personally guaranteed
our  debts,  and  has encumbered his personal assets to secure financing for the
above  described  projects.  Additionally,  to  preserve  Company liquidity, Mr.
Wright  has  been  deferring  his  annual  base  salary  since  2002.

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

Malcolm  J.  Wright is the President of ALREG, Xpress Ltd.,  Inovative Concepts,
Inc.,  M  J  Wright  Productions,  Inc., Resorts Development Group, LLC, Resorts
Construction,  LLC,  Titan  Manufacturing  LLC, Tortuga Cay Resort, LLC, Osceola
Business  Managers,  Inc.,  Florida  World, Inc., SBR Holding LLC (a non trading
holding  company  of  South  Beach  Resorts,  LLC),  RDG LLC, 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  as  Chairman  of  our company to realize our business plan. If Mr.
Wright  does  not  have  sufficient  time  to serve our company, it could have a
material  adverse  effect  on  our  business  and  results  of  operations.

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

We  may  provide the executive officers of each of our subsidiaries an aggregate
bonus  of up to 19% of the pre-tax profits, if any, of the subsidiaries in which
they  serve  as executive officers. For example, 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 Resorts Villas &
Hotels,  Inc. However, we do not have any agreements with our officers regarding
the  bonus  other  than  our  agreement  with  L.  William Chiles. Mr. Chiles is
entitled  to  receive 19% of the profits of Hickory up to a maximum payment over
the  life  of his contract of $2,700,000. As Mr. Chiles' bonus is limited, it is
not  subject to the buy-out by us described below. The executive officers of our
other  subsidiaries  would  share a bonus of up to 19% of the pre-tax profits of
the  subsidiary  in  which they serve as executive officers. We would retain the
right,  but  not  the  obligation to buy out all of the above agreements after a
period  of five years by issuing such number of shares of our common stock equal



to  the product of 19% of the average after-tax profits for the five-year period
multiplied  by  one-third of the price-earnings ratio of our common stock at the
time  of  the  buyout  divided  by the greater of the market price of our common
stock  or $5.00. If we pay bonuses in the future, it will reduce our profits and
the amount, if any, that we may otherwise have available to pay dividends to our
preferred and common stockholders. Additionally, if we pay bonuses in the future
it  will  take  away  from  the amount of money we have to repay our outstanding
loans  and  the  amount  of  money  we  have  available  for reinvestment in our
operations  and  as a result, our future results of operations and business plan
could  be affected by such bonuses, and we could be forced to curtail or abandon
our  current  business  plan  and  plans  for  future  expansion.

WE  HAVE  EXPERIENCED  DELAYS  IN  OBTAINING  SIGNATURES  FOR  AGREEMENTS  AND
TRANSACTIONS, WHICH HAVE PREVENTED THEM FROM BEING FINALIZED AND/OR DISCLOSED IN
OUR  FILINGS.

We  have  experienced  delays in obtaining signatures for various agreements and
transactions  in  the past. In some cases, we have either disclosed the terms of
these agreements and transactions in our periodic and other filings with the SEC
and/or  filed  such  agreements  with only the limited signatures which we could
obtain  by  the  required  filing  dates  of such reports, with the intention to
re-file  such  agreements  at a later date once we are able to obtain all of the
required  signatures;  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  RELY  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  Frederick Pauzar. Mr. Wright is the Chairman of the Company and
the  Company's  Chief  Executive  Officer.  Mr.  Pauzar  is the President, Chief
Operating  Officer  and  a  Director  of the Company. Our ability to operate and
implement  our  business  plan  is dependent on the continued service of Messrs.
Wright  and  Pauzar.  We  are in the process of entering into written employment
agreements  with  Mr.  Wright  and  Mr.  Pauzar.  If we are unable to retain and
motivate  them  on  economically  feasible  terms,  our  business and results of
operations  will  be  materially adversely affected. In addition, the absence of
Mr.  Wright  or  Mr. Pauzar may force us to seek a replacement who may have less
experience  or  who  may  not  understand  our  business  as  well.



IF  WE  DO NOT EVENTUALLY PAY MALCOLM J. WRIGHT, OUR CHIEF EXECUTIVE OFFICER AND
DIRECTOR  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, accrued salary of $250,000 per year from
2002  to  2004,  and  accrued  compensation of $18,000 per year for serving as a
director.  We may pay Mr. Wright a bonus of up to 19% of the pre-tax profits, if
any,  of  various  subsidiaries  as  discussed  above.  We have made payments to
entities  controlled  by  Mr.  Wright  in consideration for substantial valuable
services  that those entities have provided to us for The Sonesta Orlando Resort
at Tierra Del Sol. As of March 31, 2006, the total remuneration which Mr. Wright
had  accrued  in  connection  with  his  salary as an officer of the Company had
totaled  $2,900,000 and such salary had accrued $558,000 in interest as of March
31,  2006.  If  we  do  not  eventually  pay  cash to Mr. Wright for his salary,
director's compensation and bonus, he may determine to spend less of his time on
our  business  or  to  resign  his  positions  as  an  officer  and  a director.

COMPANY'S  AFFILIATED  WITH OUR CHIEF EXECUTIVE OFFICER AND DIRECTOR, MALCOLM J.
WRIGHT ARE PAID A SUBSTANTIAL AMOUNT OF OUR REVENUES IN CONNECTION WITH SERVICES
RENDERED.

Certain  companies  controlled  by  our  Chief  Executive  Officer and Director,
Malcolm  J. Wright, including American Leisure Real Estate Group, Inc. ("ALRG"),
which  entered  into  an  exclusive  Development  Agreement with our subsidiary,
Tierra  del Sol Resort, Inc. ("TDSR") and Xpress, Ltd. ("Xpress"), which entered
into  an exclusive sales and marketing agreement with TDSR in November 2003, are
paid  substantial  fees in connection with services rendered to us in connection
with  such  agreements.  In  connection  with  ALRG's Development Agreement with
TDSR,  we  are required to pay ALRG a fee in the amount of 4% of the total costs
of  the  development  of the Sonesta Resort paid by ALRG.  As of March 31, 2006,
the  total  costs  and fees paid by ALRG amounted to $19,829,898, of which 4% of
such  amount  is  equal  to  approximately $793,196.  In connection with Xpress'
sales and marketing agreement, we agreed to pay Xpress a sales fee in the amount
of  3%  of  the  total sales prices received by TDSR in connection with sales of
units  in  the  Sonesta  Resort,  which  shares are payable in two installments,
one-half  when  the  rescission period has elapsed in a unit sales agreement and
the  other  half  upon the actual conveyance of the unit.  As of March 31, 2006,
total  sales of units in the Sonesta Resort were approximately $231,322,549, and
as  a result, TDSR was obligated to pay Xpress a fee of $6,939,677 in connection
with  sales  and  management fees, and as of March 31, 2006, $6,765,244 had been
paid  to  Xpress  and $174,433 remains.  Additionally, TDSR will be obligated to
pay  Xpress  $3,469,838, the other half of the sales fees upon conveyance of the
units.  These  payments  represent  a  significant portion of our non-restricted
current  cash  and  equivalents  and as a result of such payments, we could have
less  cash  on  hand  than  we  will  require  for  our  operations and upcoming
liabilities.  Additionally,  as  a  result of such payments, we may be forced to
curtail  or  scale  back  our business plan, which could have a material adverse
effect  on  the  trading  value  of  our  common  stock.



RISKS  RELATED  TO  OUR  TRAVEL  DIVISION

WE  NEED  APPROXIMATELY $2,500,000 OF CAPITAL THROUGH THE END OF THE 2005 FISCAL
YEAR FOR OUR TRAVEL DIVISION OPERATIONS AND THE OPERATIONS OF HICKORY, WHICH MAY
NOT  BE  AVAILABLE  TO  US  ON  FAVORABLE  TERMS,  IF  AT  ALL.

We  anticipate  needing to raise approximately $2,000,000 through the end of the
2006  fiscal year for the working capital needs for the Travel Division, as well
as  approximately  $500,000  for  the  operations  of  Hickory,  which  includes
Hickory's  requirement  to  cover  its  seasonal  losses,  and  TraveLeaders'
requirements  during  its reorganization to adopt our business models.  If we do
not receive a sufficient amount of additional capital on acceptable terms, or at
all,  we  may be unable to fully implement our business plan. We have identified
sources  of  additional  working  capital,  but  we  do  not  have  any  written
commitments  from  third  parties  or  from  our officers, directors or majority
shareholders.  Additional capital may not be available to us on favorable terms,
if  at  all.  If  we cannot obtain a sufficient amount of additional capital, we
will  have to delay, curtail or scale back some or all of our travel operations,
any  of  which  would  materially  adversely  affect  our  travel businesses. In
addition,  we  may  be  required  to  delay the acquisition of additional travel
agencies  and restructure or refinance all or a portion of our outstanding debt.

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

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



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

We  receive  commissions paid to us by our travel suppliers such as hotel chains
and  cruise  companies  for bookings that our customers make through us by phone
and over the Internet. Consistent with industry practices, our suppliers are not
obligated  by regulation to pay any specified commission rates for bookings made
through  us  or  to  pay commissions at all. Over the last several years, travel
suppliers  have  substantially reduced commission rates and 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 or
increased  volume  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/or
     -    economic  downturns  and  recessions.

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



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

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

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

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

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

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



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

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

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

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

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

WE  RELY  AND  PLAN  TO  RELY  ON  ONLY  A  FEW  MAJOR CLIENTS FOR OUR REVENUES.

We  plan  to  focus  our marketing efforts on developing long-term relationships
with companies in our targeted travel and vacation resort industry. As a result,
we  will  derive  a  substantial  portion  of  our  revenues from relatively few
clients. There can be no assurances that we will not continue to be dependent on
a  few  significant  clients, that we will be able to retain those clients, that
the  volumes  of  profit margins will not be reduced or that we would be able to
replace  such  clients  or  programs with similar clients or programs that would
generate  a  comparable  profit margin. Consequently, the loss of one or more of
those  clients  could have a material adverse effect on our business, results of
operations  or  financial  condition.



                  RISKS RELATED TO OUR COMMUNICATIONS DIVISION

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

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

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

The  technologies  or  services  developed  by  our  competitors  may render our
products  or services non competitive or obsolete. We may not be able to develop
and  market  any  commercially  successful  new  services  or  products. We have
considered  integrating  and automating our customer support capabilities, which
we  expect  would  decrease  costs  by  a  greater  amount  than any decrease in
revenues;  however,  we  could  be  wrong  in these expectations. Our failure to
maintain  our technological capabilities or respond effectively to technological
changes  could  have  a  material  adverse  effect  on  our business, results of
operations  or  financial  condition.

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

Our  call center business operations depend upon our ability to protect our call
center,  computer  and telecommunications equipment and software systems against
damage  from  fire,  power  loss,  telecommunications  interruption  or failure,
computer  viruses,  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 STOCK AND GENERAL BUSINESS RISKS

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.  Additionally,  we have granted an additional 616,000 warrants to
SIBL  and  affiliates  to purchase shares of our Common Stock at $5.00 per share
and  308,000  warrants  to  SIBL and affiliates to purchase shares of our Common
Stock  at  $0.001  per  share. Re-pricing of our warrants and issuing additional
warrants  has  caused  and  may  cause  substantial  additional  dilution to our
existing  shareholders and shareholders owning shares of our common stock at the
time  of  the  exercise  of  such  warrants  described  above,  if  exercised.

WARRANTS  GRANTED  TO  STANFORD INTERNATIONAL BANK, LTD., IN CONNECTION WITH THE
TIERRA  DEL SOL LOAN AND LETTERS OF CREDIT CONTAIN ANTI-DILUTION FEATURES, WHICH
COULD  EFFECT  THE  VALUE  OF  OUR  COMMON  STOCK.

On December 29, 2005, Stanford International Bank, Ltd. ("SIBL") provided Tierra
Del  Sol  with  financial assistance to facilitate the establishment of the Land
Loan  and the Construction Loan. The financial assistance consisted of a loan to
Tierra  Del  Sol  of  $2,100,000  (the  "SIBL  Tierra  Del  Sol  Loan"), and the
establishment  of  letters  of  credit  in  favor  of  KeyBank  in the amount of
$4,000,000 and $2,000,000, respectively (the "Letters of Credit"). As additional
consideration  for this financial assistance, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per  share and warrants to purchase 154,000 shares of our common stock at
an  exercise  price  of  $0.001  per  share.  Additionally,  in January 2006, in
connection  with  the  SIBL Reedy Creek Loan, we granted SIBL and its affiliates
warrants  to purchase 308,000 shares of our common stock at an exercise price of
$5.00  per share and warrants to purchase 154,000 shares of the Company's common
stock at an exercise price of $0.001 per share. The warrants expire 5 years from
the  dates of issuance. The warrants contain anti-dilution provisions, including
a  provision  which requires us to issue additional shares under the warrants if
we  issue or sell any common stock at less than $1.02 per share, or grant, issue
or  sell  any  options  or  warrants for shares of the Company's common stock to
convert  into  shares of our common stock at less than $1.02 per share. If we do
issue  or  sell common stock which causes a re-pricing of the warrants issued to
SIBL,  it would likely have an adverse effect on the trading value of our common
stock  and  could  cause  substantial  dilution  to  our  then  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 Chief Executive Officer and Chief Financial Officer
and  as  a  Director,  and Roger Maddock, one of our majority shareholders, own,
directly  and  indirectly, approximately an aggregate of 73% 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.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE
DE-LISTED  FROM  THE  OVER-THE-COUNTER  BULLETIN  BOARD.

Pursuant  to new Over-The-Counter Bulletin Board ("OTCBB") rules relating to the
timely  filing of periodic reports with the SEC, any OTCBB issuer which fails to
file  a  periodic  report  (Form  10-QSB's  or 10-KSB's) by the due date of such
report  (not withstanding any extension granted by the filing of a Form 12b-25),
three  (3)  times  during  any  twenty-four  (24)  month period is automatically
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. If we are late in our
filings  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.

IF  THERE  IS  A  MARKET  FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

If  there  is a market for our common stock, we anticipate that such market will
be  subject  to wide fluctuations in response to several factors, including, but
not  limited  to:

     (1)  actual  or  anticipated  variations  in  our  results  of  operations;
     (2)  our  ability  or  inability  to  generate  new  revenues;
     (3)  the  number  of  shares  in  our  public  float;
     (4)  increased  competition;  and
     (5)  conditions  and  trends  in  the  travel  services,  vacation,  and/or
          real  estate  and  construction  markets.

Furthermore,  because  our  Common  Stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate  to  our  operating  performance. These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our common stock. Additionally, at present, we have a limited
number  of  shares  in our public float, and as a result, there could be extreme
fluctuations  in  the  price  of  our  common stock. Further, due to the limited
volume  of  our shares which trade and our limited public float, we believe that
our stock prices (bid, asked and closing prices) are entirely arbitrary, are not
related  to the actual value of the Company, and do not reflect the actual value
of  our  common  stock (and in fact reflect a value that is much higher than the
actual  value  of our Common Stock). Shareholders and potential investors in our
Common Stock should exercise caution before making an investment in the Company,



and should not rely on the publicly quoted or traded stock prices in determining
our  Common  Stock value, but should instead determine value of our Common Stock
based  on  the  information  contained in the Company's public reports, industry
information, and those business valuation methods commonly used to value private
companies.


ITEM 3.   CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  Our Chief Executive
     Officer  and Chief Financial Officer, after evaluating the effectiveness of
     the  Company's  "disclosure  controls  and  procedures"  (as defined in the
     Securities  Exchange  Act  of 1934 Rules 13a-15(e) and 15d-15(e)) as of the
     end of the period covered by this quarterly report (the "Evaluation Date"),
     has  concluded  that as of the Evaluation Date, our disclosure controls and
     procedures  are  effective to provide reasonable assurance that information
     we  are  required  to  disclose in reports that we file or submit under the
     Exchange  Act  is  recorded,  processed, summarized and reported within the
     time  periods specified in the Securities and Exchange Commission rules and
     forms,  and  that  such  information is accumulated and communicated to our
     management,  including  our  Chief  Executive  Officer  and Chief Financial
     Officer,  as  appropriate,  to  allow  timely  decisions regarding required
     disclosure.

     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.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
     significant  changes  in  the  Company's  internal  control  over financial
     reporting  during the fiscal quarter covered by this report that materially
     affected,  or  are  reasonably  likely  to materially affect, the Company's
     internal  control  over  financial  reporting.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Our  subsidiary  American  Leisure,  Inc.  and  our  Chief Executive Officer and
Chairman,  Malcolm  J.  Wright are parties to 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 J. 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  early  May  2004,  Around  The  World Travel, Inc., of which we subsequently
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. In June of 2005, the
court  dismissed certain claims of tortious interference against the Company and
Malcolm  J.  Wright and provided Seamless with leave to amend all of their other
claims  with specificity. In addition, the court dismissed a claim of conspiracy
and  a  demand  for judgment. As of January 18, 2006, the Defendants filed their
amended  answer  and  amended counterclaim. The Company's attorneys have filed a
comprehensive  reply seeking to dismiss the counterclaim against the Company and
Mr.  Wright.

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 owed by AWT
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 in Around The World Travel to Around The World
Holdings,  LLC; 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 to Around The World Holdings, LLC. 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 some of
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. The Plaintiffs also
seek  a  declaratory  judgment  that  they  are  not bound by a provision in the
underlying  documents  on  which  they  rely that their action is barred by said
provision.  In the alternative, the Plaintiffs seek a ruling that the promissory
note,  undistributed  retained earnings and accrued bonuses are not subordinated
to  the  Galileo  Debt.  The  suit  seeks  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
filed  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 grants
exclusive  jurisdiction to the courts located in Cook County, Illinois; a motion
to  disqualify,  based  upon  an alleged conflict of interest by the plaintiff's



attorneys.  A  hearing on the case has been postponed to a to be determined date
later  in  2006 due to a declared conflict of interest held by the sitting judge
who has recused herself as a result of the potential for a conflict of interest.

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  us.

ITEM 2.  CHANGES IN SECURITIES

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  SIBL  warrants to purchase 154,000 shares of the Company's common stock
at  an  exercise price of $5.00 per share and warrants to purchase 77,000 shares
of  the  Company's  common stock at an exercise price of $0.001 per share, which
warrants  expire  five  years  from their grant date. 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  warrants for
investment and not resale and we took appropriate measures to restrict transfer.

In  January  2006,  in  connection  with  the SIBL Reedy Creek Loan, the Company
granted  warrants to four separate affiliates of SIBL entitling them to purchase
an  aggregate  of  154,000  shares  of the Company's common stock at an exercise
price  of  $5.00  per  share and 77,000 shares at an exercise price of $.001 per
share.  The  warrants have a term of five years and are immediately exercisable.
The  warrants  have  an exercise price of $1.02 per share. 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  January 2006, in connection with Mr. Wright's guarantee of the Amended Note,
the  Company  agreed  to grant Mr. Wright warrants to purchase 240,000 shares of
the Company's common stock at an exercise price of $1.02 per share. The warrants
are  being granted pursuant to an existing agreement between the Company and Mr.
Wright  and  expire  5  years  from  the  expiration  date of the guarantees. In
addition,  the Company has agreed to register the shares underlying the warrants
granted  to  Mr. Wright on its next registration statement. The Warrants have an
exercise  price  of  $1.02  per  share.  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 connection with Mr. Crosbie's Employment Agreement, described above, pursuant
to which he agreed to serve as our Executive Vice President, General Counsel and
Secretary,  which  we  entered into in May 2006, with an effective date of March
15,  2006,  we  agreed  to  grant  him  50,000  warrants  which vested as of the
effective  date  of  the  Employment Agreement; and 25,000 warrants vesting each
year,  on  the  anniversary  of  the  effective date of his employment, that Mr.
Crosbie  is  employed  by  the Company pursuant to the Employment Agreement. The



warrants  have  an exercise price of $1.02 per share. 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 March 2006, we appointed Jeffrey Scott as President of Hickory. In connection
with  Mr.  Scott's  appointment and continued employment, we agreed to grant him
warrants  to purchase 100,000 shares of the Company's common stock. The warrants
have  an  exercise  price of $5.00 per share. One half, or 50,000 of Mr. Scott's
warrants  vested on March 2, 2006, with the remaining 50,000 warrants vesting as
follows,  25,000  warrants on March 2, 2007 and the remaining 25,000 warrants on
March  2,  2008,  assuming  Mr.  Scott is still employed by the Company on those
dates.  The  Company  will  rely on the exemption from registration set forth in
Section  4(2)  of  the  Act  in  issuing these warrants as the issuance of these
securities  will  not  involve  a  public  offering,  the recipient acquired the
warrants  for investment purposes and the Company will take appropriate measures
to  restrict  transfer. No underwriters or agents were involved in the foregoing
issuances  and  no  underwriting  discounts  were  paid  by  the  Company.

On  March  23,  2006,  and  effective  as of December 30, 2005, we purchased the
minority  interest of our now wholly owned subsidiary, Tierra Del Sol, Inc. (the
"Minority  Interest")  from  Harborage  Leasing  Corporation  ("Harborage"). The
purchase price of the Minority Interest from Harborage was a promissory note for
$1,411,705  ("Harborage  Note");  the right to receive, without payment, two (2)
three-bedroom  condominium  units to be constructed in Phase 2 of the Tierra Del
Sol  Resort,  or  in  the  event  title  to  both such units is not delivered by
December  31,  2007, then, in lieu thereof, payment of $500,000.00 for each such
unit  that  is  not  transferred  by  such date; 197,000 shares of the Company's
common stock; and warrants to acquire 300,000 additional shares of the Company's
common  stock  at a price of $5.00 per share. The warrants expire if unexercised
five  (5)  years  from  their  date  of  grant.  Pursuant  to the Stock Purchase
Agreement,  Harborage  has the right to require the Company to purchase all or a
portion of the Harborage 197,000 shares at $5.00 per share, for sixty (60) days,
beginning  January  1, 2007 (the "Put Option"). The Put Option will no longer be
in  effect  provided  that  both of the following events occur: (i) Harborage is
able  to  sell  the  Harborage  Shares  pursuant  to  an  effective Registration
Statement  under the Securities Act of 1933 (the "Act"), or pursuant to Rule 144
of the Act; and after the fulfillment of (i) above, the average closing price of
the  Company  on  the  Over-The-Counter  Bulletin Board or principal exchange on
which  the  Company's  common  stock  then trades, exceeds $5.00 per share for a
period  of  thirty  (30)  consecutive  days.  The  Harborage Note and shares are
guaranteed  by  Malcolm  J.  Wright,  the  Company's Chief Executive Officer and
Chairman,  for  which  he received a guaranty fee equal to three percent (3%)_of
the  amount  guaranteed.  The Company paid this fee through the grant of 102,351
warrants  to  purchase shares of the Company's common stock at an exercise price
of  $1.02 per share. These warrants will expire 5 years from the expiration date
of  the  guaranty.

     In  May  2006,  Daniel  Bogar  exercised  19,250  of  his outstanding stock
options,  which  options  had  an  exercise  price  of  $0.001  per  share,  in
consideration  for  an  aggregate of $19.25, and was issued 19,250 shares of our
restricted  common stock in consideration for such issuance.  The Company relied
on  the  exemption  from  registration  set  forth in Section 4(2) of the Act in



issuing  the  shares  as the issuance of the securities did not involve a public
offering,  the  recipient  acquired  the  shares for investment purposes and the
Company  took  appropriate  measures  to  restrict  transfer. No underwriters or
agents  were  involved  in  the foregoing issuance and no underwriting discounts
were  paid  by  the  Company.

In May 2006, Osvaldo Pi exercised 19,250 of his outstanding stock options, which
options  had  an  exercise  price  of  $0.001 per share, in consideration for an
aggregate of $19.25, and was issued 19,250 shares of our restricted common stock
in  consideration  for  such  issuance. The Company relied on the exemption from
registration  set  forth in Section 4(2) of the Act in issuing the shares as the
issuance  of  the  securities  did  not involve a public offering, the recipient
acquired  the  shares  for  investment purposes and the Company took appropriate
measures  to  restrict  transfer. No underwriters or agents were involved in the
foregoing  issuance  and  no  underwriting  discounts  were paid by the Company.

In  May  2006,  SIBL  exercised  231,000 of its outstanding stock options, which
options  had  an  exercise  price  of  $0.001 per share, in consideration for an
aggregate  of $231, and was issued 231,000 shares of our restricted common stock
in  consideration  for  such  issuance. The Company relied on the exemption from
registration  set  forth in Section 4(2) of the Act in issuing the shares as the
issuance  of  the  securities  did  not involve a public offering, the recipient
acquired  the  shares  for  investment purposes and the Company took appropriate
measures  to  restrict  transfer. No underwriters or agents were involved in the
foregoing  issuance  and  no  underwriting  discounts  were paid by the Company.

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

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  a) Exhibits

Exhibit No.     Description
-----------     ------------

10.01(1)     Commitment  Letter  with  KeyBank  National  Association  for
             $96,000,000  for  Phase  I

10.02(1)     Commitment  Letter  with  KeyBank  National  Association  for
             $14,850,000  for  Phase  II

10.03(2)     Re-Stated  Promissory  Note  for  $6,356,740  issued  in  favor  of
             Around  The  World  Travel,  Inc.  dated  June  30,  2005.

10.04(3)     Commitment  Letter  with  KeyBank  National  Association  for
             $96,000,000  for  Phase  I



10.05(4)     Commitment  Letter  with  KeyBank  National  Association  for
             $14,850,000  for  Phase  II

10.06(4)     Commitment  Letter  with  KeyBank  National  Association  for  up
             To  72,550,000,  with  a  maximum  principal  balance  of
             $40,000,000  for  Phase  1  dated  December  1,  2005

10.07(4)     Commitment  Letter  with  KeyBank  National  Association  for  up
             to  $14,850,000  for  Phase  2  dated  December  1,  2005

10.08(5)     Construction  Loan  Agreement  with  KeyBank  National  Association
             for  $40,000,000  for  Phase  1  dated  December  29,  2005

10.09(5)     Promissory  Note with KeyBank National Association for
             $40,000,000

10.10(5)     Loan  Agreement  with KeyBank National Association for
             14,850,000 for  Phase  2  dated  December  29,  2005

10.11(5)     Promissory  Note with KeyBank National Association for
             $14,850,000

10.12(5)     Promissory  Note  for  $4,000,000 issued by TDS Management, LLC
             in favor  of  PCL  Construction  Enterprises,  Inc.

10.13(5)     Guaranty  by  the  Registrant of the $4,000,000 Promissory Note
             to PCL  Construction  Enterprises,  Inc.

10.14(5)     Guaranty  of  Malcolm  J.  Wright  guaranteeing  the  $4,000,000
             Promissory  Note  to  PCL  Construction  Enterprises,  Inc.

10.15(5)     Addendum  to Construction Loan Agreement Condominium and
             Townhouse Project  Development

10.16(5)     Payment  Guaranty  Phase  1

10.17(5)     Payment  Guaranty  Phase  2

10.18(5)     Amended  Debt  Guarantor  Agreement

10.19(5)     Guaranty  of  Tierra  Del  Sol  (Phase  1),  Ltd. guaranteeing
             the $4,000,000 Promissory Note to PCL Construction Enterprises,
             Inc.

10.20(5)     Performance  and  Completion  Guaranty

10.21(5)     Pledge  and  Security  Agreement

10.22(6)     Option  Exercise  Agreement  with Stanford Financial Group
             Company

10.23(6)     Assignment  of  Interest  in  Reedy Creek Acquisition Company,
             LLC



10.24(7)     Registration  Rights  Agreement  with  SIBL  dated January 4,
             2006

10.25(7)     Credit  Agreement  with  SIBL

10.26(6)     $7,000,000  Promissory  Note  with  Bankers  Credit  Corporation

10.27(6)     Modification  and  Reaffirmation  of  Guaranty  and
             Environmental Indemnity  Agreement

10.28(6)     Renewed,  Amended  and  Increased  Promissory  Note

10.29(7)     Stanford  International  Bank,  Ltd.  Warrant for 77,000 shares
             at $0.001  per  share

10.30(7)     Stanford  International  Bank,  Ltd. Warrant for 154,000 shares
             at $5.00  per  share

10.31(6)     Irrevocable  and  Unconditional  Guaranty

10.32(7)     Registration  Rights  Agreement  with SIBL dated December 28,
             2005

10.33(6)     SIBL  $2.1  million  note

10.34(7)     Partnership  Interest Pledge and Security Agreement and
             Collateral Assignment  (Phase  1)

10.35(7)     Partnership  Interest Pledge and Security Agreement and
             Collateral Assignment  (Phase  2)

10.36(7)     SIBL  Warrant  Agreement  for  2%  Phase  1  interest

10.37(7)     SIBL  Warrant  Agreement  for  2%  Phase  2  interest

10.38(6)     Stanford  International  Bank,  Ltd. Warrant for 154,000 at
             $0.001 per  share

10.39(6)     Stanford International Bank, Ltd. Warrant for 308,000 at $5.00
             per share

10.40(8)     Original  Purchase  Agreement

10.41(9)     First  Amendment  to  Asset  Purchase  Agreement

10.42(10)    Settlement  Agreement  effective  as  of  December 31, 2005 by
             and among American Leisure Holdings, Inc., American Leisure
             Equities Corporation and Around  The  World  Travel,  Inc.

10.43(11)    Stock Purchase Agreement between Harborage Leasing Corporation
             and the  Company

10.44(11)    $1,411,705  Promissory  Note  payable  to  Harborage  Leasing
             Corporation



10.45(11)    Malcolm  J.  Wright  Guaranty  Agreement  regarding  $1,411,705
             Promissory  Note  with  Harborage  Leasing  Corporation

10.46(11)    Harborage  Leasing Corporation warrant to purchase 300,000
             shares of  common  stock  at  $5.00  per  share

10.47(12)    Third  Party  Debt  Guarantor  Agreement

10.48(12)    Note  Modification  Agreement  with  SIBL

10.49*       Michael D. Crosbie Employment Agreement

31.1*        Certification of Chief Executive Officer and Cheif Financial
             Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*        Certification of Chief Executive Officer and Chief Financial
             Officer Pursuant to 10 U.S.C. Section 1350, as adopted 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  Exhibits  to  our  Report  on Form 8-K filed with the Commission
on  August  18,  2005,  and  incorporated  herein  by  reference.

(4)  Filed  as  Exhibits  to  our  Report  on Form 8-K filed with the Commission
on  December  15,  2005  and  incorporated  herein  by  reference.

(5)  Filed  as  Exhibits  to  the  Registrant's  report  on  form 8-K on January
12,  2006  and  incorporated  by  reference  herein.

(6)  Filed  as  Exhibits  to  the  Registrant's  report  on  Form  8-K  filed on
January  19,  2006  and  incorporated  herein  by  reference.

(7)  Filed  as  Exhibits  to  the  Company's report on Form 8-K, which was filed
with  the  SEC  on  March  28,  2006.

(8)  Filed  as  Exhibit  10.1  to  the  Company's  report on Form 8-K, which was
filed  with  the  SEC  on  January  6,  2005,  and  is  incorporated  herein  by
reference.

(9)  Filed  as  Exhibit  10.44  to  the  Company's report on Form 10-QSB for the
quarter  ended March 31, 2005, which was filed with the SEC on May 23, 2005, and
is  incorporated  herein  by  reference.

(10) Filed  as  Exhibit  10.3  to  the  Company's  report on Form 8-K, which was
filed  with  the  SEC  on  March  2,  2006,  and  is  incorporated  herein  by
reference.

(11) Filed  as  Exhibits  to  the  Company's Report on Form 8-K, which was filed
with  the  SEC  on  March  29,  2006,  and  is incorporated herein by reference.

(12) Filed an Exhibit to the Company's Report on Form 10-KSB, which was filed
with the SEC on March 31, 2006, an is incorporated herein by reference.



b)    REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the fiscal period
covered  by  this  report:

     o    An amended  Report  on  Form  8-K  on  January 12, 2006, to report the
          entry  into the Construction Loan and Land Loan with KeyBank regarding
          the  financing  of  the  construction of the Sonesta Resort; our entry
          into the Amended Debt Guarantor Agreement; and the appointment of Fred
          Pauzar  as  our  Secretary.

     o    A Report  on  Form  8-K  on  January  19,  2006,  to  report  certain
          transactions  affected  by  our  subsidiary,  Reedy  Creek Acquisition
          Company  and  certain  other transactions affected by us in connection
          with  the  Keybank  loan  facilities.

     o    A Report  on  Form  8-K  on  March 2, 2006, to report the entry into a
          settlement agreement between American Leisure Equities Corporation and
          Around  the  World  Travel,  Inc.

     o    An amended  Report  on  Form  8-K  on  March  7,  2006, to clarify the
          terms  of  the  settlement agreement between American Leisure Equities
          Corporation and Around the World Travel as originally disclosed in our
          Form  8-K  filing  on  March  2,  2006.

     o    A Report  on  Form  8-K  on  March 22, 2006, to report the granting of
          certain  warrants  to  purchase  shares of our common stock to Michael
          Crosbie,  our  General  Counsel  and Executive Vice President and Jeff
          Scott,  the  president  of  Hickory, as well as the appointment of Mr.
          Crosbie  and Mr. Scott to their respective positions with the Company.

     o    An amended  Report  on  Form  8-K  on  March  28, 2006, to include the
          electronic  signature  to  several documents originally filed with the
          SEC  on  January  19,  2006, in connection with the Keybank financing.

     o    A Report  on  Form  8-K  on  March  29, 2006, to report our entry into
          a stock purchase agreement and other related agreements with Harborage
          Leasing  Corporation,  whereby  we  purchased the minority interest in
          Tierra  del  Sol  Resort,  Inc.



                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                    AMERICAN LEISURE HOLDINGS, INC.

DATED: May 22, 2006                 By: /s/ Malcolm J. Wright
                                       ------------------------
                                       Malcolm J. Wright
                                       Chief Executive Officer