U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING

                        COMMISSION FILE NUMBER 333-48312
                                               ---------

(CHECK  ONE):
[ ]  FORM  10-K  AND  FORM  10-KSB    [ ]  FORM  11-K
[ ]  FORM  20-F   [X]  FORM  10-Q  AND  FORM  10-QSB   [ ]  FORM  N-SAR

     FOR  PERIOD  ENDED:      JUNE  30,  2006
                        ----------------------

[ ]  TRANSITION  REPORT  ON  FORM  10-K  AND  FORM  10-KSB
[ ]  TRANSITION  REPORT  ON  FORM  20-F
[ ]  TRANSITION  REPORT  ON  FORM  11-K
[ ]  TRANSITION  REPORT  ON  FORM  10-Q  AND  FORM  10-QSB
[ ]  TRANSITION  REPORT  ON  FORM  N-SAR

     FOR  THE  TRANSITION  PERIOD  ENDED:

     READ  ATTACHED  INSTRUCTION  SHEET  BEFORE PREPARING FORM.  PLEASE PRINT OR
TYPE.

     NOTHING  IN  THIS  FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED  ANY  INFORMATION  CONTAINED  HEREIN.

     IF THE NOTIFICATION RELATES TO A PORTION OF THE FILING CHECKED ABOVE,
IDENTIFY THE ITEM(S) TO WHICH THE NOTIFICATION RELATES:

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                                     PART I
                             REGISTRANT INFORMATION
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FULL  NAME  OF  REGISTRANT               AMERICAN  LEISURE  HOLDINGS,  INC.
                                         ----------------------------------

FORMER  NAME  IF  APPLICABLE

ADDRESS  OF  PRINCIPAL  EXECUTIVE        2460  SAND  LAKE  ROAD
OFFICES (STREET AND NUMBER)

CITY,  STATE  AND  ZIP  CODE             ORLANDO,  FLORIDA  32809

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                                     PART II
                             RULE 12B-25(B) AND (C)
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     IF  THE  SUBJECT  REPORT  COULD NOT BE FILED WITHOUT UNREASONABLE EFFORT OR
EXPENSE  AND  THE  REGISTRANT  SEEKS  RELIEF  PURSUANT  TO  RULE 12B-25 (B), THE
FOLLOWING  SHOULD  BE  COMPLETED.  (CHECK  APPROPRIATE  BOX)

/X/    (A)  THE REASONS  DESCRIBED  IN  REASONABLE  DETAIL  IN  PART III
            OF  THIS  FORM  COULD NOT BE ELIMINATED WITHOUT UNREASONABLE
            EFFORT  OR  EXPENSE;

/X/    (B)  THE    SUBJECT     ANNUAL    REPORT,   SEMI-ANNUAL   REPORT,
            TRANSITION  REPORT  ON FORM 10-K, 10-KSB, 20-F, 11-K OR FORM
            N-SAR,  OR  PORTION  THEREOF  WILL BE FILED ON OR BEFORE THE
            15TH  CALENDAR DAY FOLLOWING THE PRESCRIBED DUE DATE; OR THE
            SUBJECT  QUARTERLY REPORT OR TRANSITION REPORT ON FORM 10-Q,
            10-QSB,  OR  PORTION  THEREOF WILL BE FILED ON OR BEFORE THE
            FIFTH  CALENDAR  DAY  FOLLOWING THE PRESCRIBED DUE DATE; AND

/ /    (C)  THE ACCOUNTANT'S  STATEMENT  OR  OTHER  EXHIBIT  REQUIRED BY
             RULE  12B-25(C)  HAS  BEEN  ATTACHED  IF  APPLICABLE.



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                                    PART III
                                   NARRATIVE
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     STATE  BELOW IN REASONABLE DETAIL THE REASONS WHY FORMS 10-K, 10-KSB, 11-K.
20-F, 10-Q, 10-QSB, N-SAR, OR THE TRANSITION REPORT OR PORTION THEREOF COULD NOT
BE  FILED  WITHIN  THE PRESCRIBED TIME PERIOD.  (ATTACH EXTRA SHEETS IF NEEDED.)

     The   registrant  has  experienced  delays   in   completing  its  reviewed
     financial  statements for the quarter ended June 30, 2006  as the Company's
     auditor  has  not  had sufficient time to conduct such review. As a result,
     the  registrant  is delayed in filing its Form 10-QSB for the quarter ended
     June 30,  2006.


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                                    PART IV
                               OTHER INFORMATION
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(1)  NAME AND  TELEPHONE  NUMBER  OF  PERSON  TO  CONTACT  IN  REGARD  TO  THIS
     NOTIFICATION

     MALCOLM  J.  WRIGHT        407                251-2240
     -------------------     ---------        -----------------
           (NAME)           (AREA  CODE)     (TELEPHONE  NUMBER)

(2)  HAVE ALL  OTHER  PERIODIC REPORTS REQUIRED UNDER SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934 OR SECTION 30 OF THE INVESTMENT COMPANY ACT
     OF  1940 DURING THE PRECEDING 12 MONTHS OR FOR SUCH SHORTER PERIOD THAT THE
     REGISTRANT WAS REQUIRED TO FILE SUCH REPORT(S) BEEN FILED? IF THE ANSWER IS
     NO,  IDENTIFY  REPORT(S).
                                                               [X]  YES  [ ]  NO


(3)  IS IT ANTICIPATED THAT ANY SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS FROM
     THE  CORRESPONDING PERIOD FOR THE LAST FISCAL YEAR WILL BE REFLECTED BY THE
     EARNINGS  STATEMENTS  TO  BE  INCLUDED  IN  THE  SUBJECT  REPORT OR PORTION
     THEREOF?
                                                               [ ]  YES  [X]  NO

     IF  SO,  ATTACH  AN  EXPLANATION  OF  THE  ANTICIPATED  CHANGE,  BOTH
     NARRATIVELY  AND QUANTITATIVELY, AND, IF APPROPRIATE, STATE THE REASONS WHY
     A  REASONABLE  ESTIMATE  OF  THE  RESULTS  CANNOT  BE  MADE.


                        AMERICAN LEISURE HOLDINGS, INC.
                       ----------------------------------
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     HAS  CAUSED THIS NOTIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
HEREUNTO  DULY  AUTHORIZED.

DATE     AUGUST 14,  2006         BY  /S/  MALCOLM  J.  WRIGHT
    -------------------------         -----------------------------
                                      MALCOLM J. WRIGHT, CHIEF EXECUTIVE OFFICER

INSTRUCTION:  THE  FORM  MAY BE SIGNED BY AN EXECUTIVE OFFICER OF THE REGISTRANT
OR  BY  ANY  OTHER  DULY  AUTHORIZED  REPRESENTATIVE.  THE NAME AND TITLE OF THE
PERSON SIGNING THE FORM SHALL BE TYPED OR PRINTED BENEATH THE SIGNATURE.  IF THE
STATEMENT  IS SIGNED ON BEHALF OF THE REGISTRANT BY AN AUTHORIZED REPRESENTATIVE
(OTHER THAN AN EXECUTIVE OFFICER), EVIDENCE OF THE REPRESENTATIVE'S AUTHORITY TO
SIGN  ON  BEHALF  OF  THE  REGISTRANT  SHALL  BE  FILED  WITH  THE  FORM.

                                   ATTENTION

     INTENTIONAL  MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS  (SEE  18  U.S.C.  1001).

                              GENERAL INSTRUCTIONS

1.   THIS FORM  IS  REQUIRED BY RULE 12B-25 OF THE GENERAL RULES AND REGULATIONS
     UNDER  THE  SECURITIES  EXCHANGE  ACT  OF  1934.
2.   ONE SIGNED  ORIGINAL  AND FOUR CONFORMED COPIES OF THIS FORM AND AMENDMENTS
     THERETO  MUST  BE  COMPLETED  AND  FILED  WITH  THE SECURITIES AND EXCHANGE
     COMMISSION,  WASHINGTON,  D.C.  20549,  IN  ACCORDANCE WITH RULE 0-3 OF THE
     GENERAL  RULES  AND REGULATIONS UNDER THE ACT. THE INFORMATION CONTAINED IN
     OR  FILED  WITH  THE FORM WILL BE MADE A MATTER OF THE PUBLIC RECORD IN THE
     COMMISSION  FILES.
3.   A MANUALLY  SIGNED  COPY  OF THE FORM AND AMENDMENTS THERETO SHALL BE FILED
     WITH  EACH NATIONAL SECURITIES EXCHANGE ON WHICH ANY CLASS OF SECURITIES OF
     THE  REGISTRANT  IS  REGISTERED.
4.   AMENDMENTS  TO  THE NOTIFICATION MUST ALSO BE FILED ON FORM 12B-25 BUT NEED
     NOT  RESTATE  INFORMATION THAT HAS BEEN CORRECTLY FURNISHED. THE FORM SHALL
     BE  CLEARLY  IDENTIFIED  AS  AN  AMENDED  NOTIFICATION.