UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2003
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ________________
Commission file number 333-48312
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
FREEWILLPC.COM, INC.
-------------------------
(Former name of registrant)
Nevada 75-2877111
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Park 80 Plaza East
Saddlebrook, New Jersey 07663
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(Address of principal executive offices) (Zip Code)
(201) 226-2060
(Registrant's telephone number, including area code)
Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
As of May 21, 2003, there were 6,638,983 shares of the Registrant's common
stock, par value $0.001 issued and outstanding.
AMERICAN LEISURE HOLDINGS, INC.
MARCH 31, 2003 QUARTERLY REPORT ON FORM 10-QSB TABLE OF CONTENTS
Special Note Regarding Forward Looking Information ..............
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ............................................F-1
Item 2. Management's Discussion and Analysis of Financial condition
and Results of Operations....................................5
Item 3. Controls and Procedures..........................................15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................15
Item 2. Changes in Securities and Use of Proceeds........................16
Item 3. Defaults Upon Senior Securities..................................23
Item 4. Submission of Matters to a Vote of Security Holders..............23
Item 5. Other Information................................................23
Item 6. Exhibits and Reports on Form 8-K.................................23
References in this report to "we" and "our" are to American Leisure Holdings,
Inc. (herein after referred to as "AMLH" and its wholly-owned subsidiaries,
American Leisure, Inc., American Professional Management Group, Inc., Sunstone
Golf Resort, Inc., American Leisure Marketing & Technology, Inc., American
Travel & Marketing Group, Inc., American Leisure Homes, Inc., Florida Golf
Group, Inc., I-Drive Limos Inc., Orlando Holidays, Inc., Welcome to Orlando,
Inc., Pool Homes Managers, Inc., Leisureshare International Ltd and Leisureshare
International Espanola S.A., American Access Telecommunications Corporation, and
American Switching Technologies Inc. which collectively may also be referred to
herein as the "Company".
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following cautionary statements identify important factors that could cause
our actual results to differ materially from those projected in the forward-
looking statements made in this Quarterly Report on Form 10-QSB. Any statements
about our beliefs, plans, objectives, expectations, assumptions or future events
or performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as "will likely", "are expected to", "should", "is anticipated",
"estimated", "intends", "plans", "projection" and "outlook". Any forward-looking
statements are qualified in their entirety by reference to various factors
discussed throughout this Quarterly Report and discussed from time to time in
our filings with the Securities and Exchange Commission. Among the significant
factors that could cause our actual results to differ materially from those
expressed in the forward-looking statements are:
o the potential risk of delay in implementing our business plan;
o the market for our travel and leisure services; and
o the need for additional financing.
Because the factors referred to above could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements,
persons should not place undue reliance on any of these forward-looking
statements. In addition, any forward-looking statement speaks only as of the
date on which it is made, and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which the statement is made, to reflect the occurrence of
unanticipated events or otherwise. New factors emerge from time to time, and it
is not possible for us to predict which will arise or to assess with any
precision the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of March 31, 2003
and December 31, 2002......................................................F-1
Condensed Consolidated Statements of Operations for the three
months ended March 31, 2003 and Inception through March 31, 2003...........F-2
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2003 and
Inception through March 31, 2003...........................................F-3
Notes to Interim Condensed Consolidated Financial Statements.................F-4
4
AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
ASSETS
March 31, December 31,
2003 2002
------------- -------------
Unaudited Audited
CURRENT ASSETS:
Cash $ 2,263,399 $ 50,499
Prepaid expenses and other 14,044 31,093
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Total Current Assets 2,277,443 81,592
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PLANT AND EQUIPMENT, NET, at cost 3,283,311 295,031
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ASSETS HELD FOR SALE 2,018,638 2,018,638
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LAND HELD FOR DEVELOPMENT 10,612,486 10,056,005
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OTHER ASSETS
Investment 635,886 635,886
1913 Mercedes Benz 500,000 500,000
Other 41,648 31,766
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Total Other Assets 1,177,534 1,167,652
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TOTAL ASSETS $ 19,369,412 $ 13,618,918
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and notes payable $ 842,924 $ 1,719,606
Current maturities of notes payable-related parties 713,117 476,643
Accounts payable and accrued expenses 887,802 822,232
Shareholder advances 1,024,167 870,032
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Total Current Liabilities 3,468,010 3,888,513
Long-term debt and notes payable 7,978,526 3,675,920
Notes payable-related parties 200,000 911,773
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Total liabilities 11,646,536 8,476,206
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COMMITTMENTS AND CONTINGANCIES
Minority Liability -- --
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STOCKHOLDERS' EQUITY:
Preferred stock; 1,000,000 shares authorized; $0.01 par value;
880,000 Series "A" shares issued and outstanding at
March 31, 2003 and December 31, 2002 8,800 8,800
Preferred stock; 100,000 shares authorized; $.01 par value;
2,500 Series "B" shares issued and outstanding at
March 31, 2003 and December 31, 2002 25 25
Preferred stock; 28,000 shares authorized; $.01 par value;
27,189 Series "C" shares issued and outstanding at
March 31, 2003 and 0 at December 31, 2002 272 --
Capital stock, $.001 par value; 100,000,000 shares authorized;
6,638,983 and 6,524,983 shares issued and outstanding at
March 31, 2003 and December 31, 2002 6,639 6,525
Additional paid-in capital 8,588,466 5,738,852
Deficit accumulated during the development stage (881,326) (611,490)
------------ ------------
Total Stockholders' Equity 7,722,876 5,142,712
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,369,412 $ 13,618,918
============ ============
F-1
AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Inception
Ended Through
March 31, March 31,
2003 2003
------------ -------------
UNAUDITED UNAUDITED
REVENUES $ -- $ 24,082
COST OF SALES -- 18,425
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Gross margin -- 5,657
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EXPENSES:
Depreciation and amortization 76,090 97,536
Impairment loss -- 101,937
General and administrative expenses 193,746 687,510
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TOTAL OPERATING EXPENSES 269,836 886,983
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LOSS FROM OPERATIONS BEFORE MINORITY INTERESTS (269,836) (881,326)
Minority interests -- --
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NET LOSS BEFORE INCOME TAXES (269,836) (881,326)
PROVISIONS FOR INCOME TAXES -- --
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NET LOSS $ (269,836) $ (881,326)
=========== ===========
NET LOSS PER SHARE:
BASIC AND DILUTED $ (0.04) $ (0.13)
=========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
BASIC AND DILUTED 6,638,983 6,638,983
=========== ===========
F-2
AMERICAN LEISURE HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Inception
Ended Through
March 31, March 31,
2003 2003
------------ -----------
UNAUDITED UNAUDITED
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (269,836) $ (881,326)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 76,090 97,536
Impairment loss -- 101,937
Common stock issued for services -- 136,513
Changes in assets and liabilities:
Decrease in receivables -- 42,926
Increase in prepaid and other assets 17,049 (15,810)
(Increase) in security deposits (9,882) (9,882)
Increase in accounts payable and accrued expenses 65,570 699,579
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Net cash used in operating activities (121,009) 171,473
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of villa -- 225,178
Acquisition of fixed assets (770,851) (2,019,355)
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Net cash used in investing activities (770,851) (1,794,177)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 3,425,924 3,591,719
Proceeds from notes payable-related parties (475,299) (226,763)
Proceeds from shareholder advances 154,135 470,333
----------- -----------
Net cash provided by financing activities 3,104,760 3,835,289
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Net Increase (decrease) in Cash 2,212,900 2,212,585
CASH AT BEGINNING PERIOD 50,499 50,814
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CASH AT END OF PERIOD $ 2,263,399 $ 2,263,399
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ --
=========== ===========
Cash paid for income taxes $ -- $ --
=========== ===========
NON-CASH TRANSACTION
Stock issued in exchange for assets $ 2,850,000 $ 3,100,000
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F-3
AMERICAN LEISURE HOLDINGS, INC.
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
March 31, 2003
Note A - Presentation
---------------------
The condensed balance sheets of the Company as of March 31, 2003, the related
condensed consolidated statements of operations for the three months ended March
31, 2003 and inception through March 31, 2003, and the condensed consolidated
statements of cash flows for the three months ended March 31, 2003 and inception
through March 31, 2003, included in the condensed financial statements include
all adjustments (consisting of normal, recurring adjustments) necessary to
summarize fairly the Company's financial position and results of operations. The
results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results of operations for the full year or any
other interim period. The information included in this Form 10-QSB should be
read in conjunction with Management's Discussion and Analysis and Financial
Statements and notes thereto included in the Company's December 31, 2002 Form
10-KSB and the Company's Forms 8K & 8-K/A filed June 28, 2002 and October 2,
2002.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this Quarterly
Report. Certain statements in this Quarterly Report, which are not statements of
historical fact, are forward-looking statements. See "Special Note Regarding
Forward-Looking Information" on Page 2.
Certain Definitions, Cautionary Statement Regarding Forward-Looking Statements
--------------------------------------------------------------------------------
and Risk Factors
-----------------
The following discussion of the results of operations and financial condition of
the Company should be read in conjunction with the Company's Consolidated
Financial Statements and related Notes and other financial information included
elsewhere in this Quarterly Report. Unless otherwise indicated in this
discussion (and throughout this Quarterly Report), references to "real estate"
and to "inventories" collectively encompass the Company's inventories held for
sale. Market and industry data used throughout this Quarterly Report were
obtained from Company surveys, industry publications, unpublished industry data
and estimates, discussions with industry sources and currently available
information. Industry publications generally state that the information
contained therein has been obtained from sources believed to be reliable, but
there can be no assurance as to the accuracy and completeness of such
information. The Company has not independently verified such market data.
Similarly, Company surveys, while believed by the Company to be reliable, have
not been verified by any independent sources. Accordingly, no assurance can be
given that any such data will prove to be accurate.
The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Reform Act of 1995 (the "Act") and is making the following
statements pursuant to the Act to do so. Certain statements herein and elsewhere
in this report and the Company's other filings with the Securities and Exchange
Commission constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company may also make written or oral
forward-looking statements in its annual report to stockholders, in press
releases and in other written materials, and in oral statements made by its
officers, directors and employees. Such statements may be identified by
forward-looking words such as "may", "intend", "expect", "anticipate,"
"believe," "will," "should," "project," "estimate," "plan" or other comparable
terminology or by other statements that do not relate to historical facts. All
statements, trend analyses and other information relative to the market for the
Company's products, the Company's expected future sales, financial position,
operating results and liquidity and capital resources and its business strategy,
5
financial plan and expected capital requirements and trends in the Company's
operations or results are forward-looking statements. Such forward-looking
statements are subject to known and unknown risks and uncertainties, many of
which are beyond the Company's control, that could cause the actual results,
performance or achievements of the Company, or industry trends, to differ
materially from any future results, performance or achievements expressed or
implied by such forward-looking statements. Given these uncertainties, investors
are cautioned not to place undue reliance on such forward-looking statements and
no assurance can be given that the plans, estimates and expectations reflected
in such statements will be achieved. Factors that could adversely affect the
Company's future results can also be considered general "risk factors" with
respect to the Company's business, whether or not they relate to a
forward-looking statement. The Company wishes to caution readers that the
following important factors, among other risk factors, in some cases have
affected, and in the future could affect, the Company's actual results and could
cause the Company's actual consolidated results to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company:
a) Changes in national, international or regional economic conditions that can
adversely affect the real estate market, which is cyclical in nature and highly
sensitive to such changes, including, among other factors, levels of employment
and discretionary disposable income, consumer confidence, available financing
and interest rates.
b) The imposition of additional compliance costs on the Company as the result of
changes in or the interpretation of any environmental, zoning or other laws and
regulations that govern the acquisition, subdivision and sale of real estate and
various aspects of the Company's financing operation or the failure of the
Company to comply with any law or regulation. Also the risks that changes in or
the failure of the Company to comply with laws and regulations governing the
marketing (including telemarketing) of the Company's inventories and services
will adversely impact the Company's ability to make sales in any of its future
markets at its estimated marketing costs.
c) Risks associated with a large investment in real estate inventory at any
given time (including risks that real estate inventories will decline in value
due to changing market and economic conditions and that the development,
financing and carrying costs of inventories may exceed those anticipated).
d) Risks associated with an inability to locate suitable inventory for
acquisition, or with a shortage of available inventory in the Company's
anticipated markets.
6
e) Risks associated with delays in bringing the Company's inventories to market
due to, among other things, changes in regulations governing the Company's
operations, adverse weather conditions, natural disasters or changes in the
availability of development financing on terms acceptable to the Company.
f) Changes in applicable usury laws or the availability of interest deductions
or other provisions of federal or state tax law, which may limit the effective
interest rates that the Company may charge on its future notes receivable.
g) A decreased willingness on the part of banks to extend direct customer
vacation home financing, which could result in the Company receiving less cash
in connection with the sales of vacation real estate and/or lower sales.
h) The fact that the Company requires external sources of liquidity to support
its operations, acquire, carry, develop and sell real estate and satisfy its
debt and other obligations, and the Company may not be able to locate external
sources of liquidity on favorable terms or at all.
i) The inability of the Company to locate sources of capital on favorable terms
for the pledge and/or sale of land and vacation ownership notes receivable,
including the inability to consummate or fund securitization transactions or to
consummate fundings under facilities.
j) Costs to develop inventory for sale and/or selling, general and
administrative expenses materially exceed (i) those anticipated or (ii) levels
necessary in order for the Company to achieve anticipated profit and operating
margins or be profitable.
k) An increase or decrease in the number of resort properties subject to
percentage-of-completion accounting, which requires deferral of profit
recognition on such projects until development is substantially complete. Such
increases or decreases could cause material fluctuations in future
period-to-period results of operations.
l) The failure of the Company to satisfy the covenants contained in the
indentures governing certain of its debt instruments, and/or other credit, loan
agreements, which, among other things, place certain restrictions on the
Company's ability to incur debt, incur liens, make investments, or repurchase
debt or equity.
7
m) The risk of the Company incurring an unfavorable judgment in any litigation,
and the impact of any related monetary or equity damages.
n) The risk that the Company's sales and marketing techniques are not
successful, and the risk that its Clubs are not accepted by consumers or imposes
limitations on the Company's operations, or is adversely impacted by legal or
other requirements.
o) The risk that any contemplated transactions currently under negotiation will
not close or conditions to funding under existing or future facilities will not
be satisfied.
p) Risks relating to any joint venture that the Company is a party to, including
risks that a dispute may arise with a joint venture partner, that the Company's
joint ventures will not be as successful as anticipated and that the Company
will be required to make capital contributions to such ventures in amounts
greater than anticipated.
q) Risks that any currently proposed or future changes in accounting principles
will have an adverse impact on the Company.
r) Risks that a short-term or long-term decrease in the amount of
vacation/corporate travel (whether as a result of economic, political or other
factors), including, but not limited to, air travel, by American consumers will
have an adverse impact on the Company's sales.
s) Risks that the acquisition of a business by the Company will result in
unforeseen liabilities, decreases of net income and/or cash flows of the Company
or otherwise prove to be less successful than anticipated.
The Company does not undertake and expressly disclaims any duty to update or
revise forward-looking statements, even if the Company's situation may change in
the future.
General
The Company's vacation real estate operations are or will be managed under two
business segments. One will develop, market and sell Vacation Ownership
Interests in the Company's resorts, primarily through the Vacation/Travel
Clubs, and the other (currently Sunstone Golf Resort) will acquires tracts of
real estate suitable for vacation resort properties, which will be subdivided,
improved and sold, typically on a retail basis as vacation home sales.
8
The Company expects to experience seasonal fluctuations in its gross revenues
and net earnings. This seasonality may cause significant fluctuations in the
quarterly operating results of the Company. In addition, other material
fluctuations in operating results may occur due to the timing of development and
the Company's use of the percentage-of-completion method of accounting.
Management expects that the Company will continue to invest in projects that
will require substantial development (with significant capital requirements).
The Company believes that the terrorist attacks on September 11, 2001 in the
United States, the recent hostilities in the Middle East and other world events
that have decreased the amount of vacation and corporate air travel by Americans
but have not materially changed the companies business plan. There can be no
assurances, however, that a long-term decrease in air travel or increase in
anxiety regarding actual or possible future terrorist attacks or other world
events will not have a material adverse impact on the Company's future results
of operations.
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.
Public may read and copy any materials filed by American Leisure Holdings, Inc.
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC maintains
an Internet site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC at
www.sec.gov.
Introduction
The character and holdings of the Company has changed substantially since the
preceding fiscal year as set forth below. During the second quarter of the
Companies previous fiscal year it acquired certain companies to enter into the
travel and tourism and vacation resort industry. The readers of the current
un-audited quarterly statements are referred to the Company's last Form 10Q-SB
as filed and any subsequent Form 8-K(s) for a more in-depth view of the
Company's financial position, results of operations, changes in cash flows and
new businesses. Accordingly, management's discussion as set forth below focuses
primarily on the period from June 14, 2002 to March 31, 2003.
9
General
The Company has now been designed and structured to own, control and direct a
series of companies in the travel and tourism and vacation resort industries so
that it can achieve significant vertical and horizontal integration in the
sourcing of, and the delivery of, corporate and vacation travel services. Our
mission is to:
o own and operate vacation hotel/resort properties,
o build large travel club membership bases through various travel club
programs,
o build a large membership base in our vacation and travel clubs, and
o promote our resort assets and sell travel services and vacation
ownership to those club members and other corporate and vacation
travelers.
Acquisitions
In June 2002, we acquired control of several travel related and vacation resort
companies, described below:
American Leisure, Inc. ("ALI")
------------------------------
ALI will package holidays and vacations and sell these within the trade and to
the travel club membership bases.
Sunstone Golf Resort, Inc. ("SGR")
-----------------------------------
SGR is currently in the final planning stage as a 976-unit vacation destination
resort in Orlando, Florida. Development is scheduled to commence in autumn of
2003 with the first vacation investment properties estimated to be delivered in
the summer of 2004. It is expected that the horizontal construction finance and
resort amenities will be funded via a CDD bond placement. AMLH intends to
provide development, guarantees and financing support for the development of the
resort so that it will become one of many fine vacation destinations to be owned
by AMLH.
American Travel & Marketing Group, Inc. ("ATMG")
------------------------------------------------
We believe that ATMG will generate significant travel business through the
creation of clubs comprised of affinity-based travelers. ATMG has developed a
travel club system and travel incentive strategy that creates and fulfills the
travel and incentive needs of corporations, organizations and associations with
significant member bases. AMTG is poised to secure a significant market share of
10
the affinity-travel marketing segment. As the proprietor and manager of clubs it
creates, ATMG anticipates substantial revenue from annual membership fees and
commissions earned on the sale of travel services once the infrastructure has
been finalized to communicate and sell to its affinity-based club databases. The
value added to ATMG programs by being a part of the AMLH family includes the
sales opportunities to HTS corporate clients, the fulfillment capacity of the
bulk buying power of HTS and the hotel/resort assets to be provided by AMLH
through its resort division.
Once the infrastructure has been finalized in conjunction with American Leisure
Marketing & Technology, Inc., to communicate and sell to its affinity-based club
databases, we anticipate that ATMG will derive substantial revenue from annual
membership fees and commissions earned from ALI on the sale of packaged travel
services.
American Leisure Marketing & Technology, Inc. ("ALMT)
-----------------------------------------------------
ALMT has acquired the assets of a sophisticated, state of the art communications
center. The communications center facilities are as up to date as can be
imagined, with all technology linked to the Internet. This allows the Customer
Service representative to respond to the individual consumer with accuracy,
speed and knowledge, thus providing the consumer with relevant and immediate
information that is extraordinarily recent. This technological capacity allows
American Leisure Marketing & Technology, Inc. market the products and services
of HTS, AMLH, and American Travel & Marketing, as well as third parties, in a
cost effective, all encompassing way. This resource will be offered to the 3,000
HTS affiliated travel agencies, providing an unsurpassed service to the hundreds
of major corporate clients, in real time telephony and web based applications
via the upgrade of equipment to IP technology.
In July 2002, the Company entered into a option to acquire a controlling
interest of HTS Holdings, Inc. (HTS), the parent to, among other companies,
Hickory Travel Services, Inc. which will focus on the fulfillment of all of our
companies' travel needs. We anticipate completing the acquisition in the Summer
of 2003.
11
Strategy
Our business model is based on four basic premises:
Club Creation and Administration.
We intend to promote and service both travel clubs and vacation clubs to derive
membership dues revenue, travel commissions revenue and prospects for conversion
of travel club members to vacation club members. To enhance membership benefits,
we intend to affiliate with vacation exchange programs and provide finance to
members.
Vacation Resort Real Estate.
In addition to our current vacation resort assets, we intend to purchase
additional vacation resort assets, particularly in the Caribbean and Florida
resort areas where the demand for vacation property is strong the majority of
the year.
Such resorts assets will likely include the following:
o Resort properties suitable for conversion, for use for vacation club
ownership, such as suites, one bedroom and two bedroom units;
o Resort properties with contiguous vacant land suitable for further
expansion;
o Resort properties that have consistently sustained at least break-even
occupancy;
o For developable land- acreage suitable for hotel, vacation resort
and/or vacation club development in prime locations with room for a
substantial amenity packages; and
o Locations that have appeal throughout the year rather than limited
"seasonal" attraction.
Vacation Ownership.
We intend to market vacation assets and vacation club memberships to the general
public. The membership bases of our vacation and travel clubs and guests staying
at our resort assets will likely provide an ongoing source of prospects for our
vacation assets and vacation club membership sales. Revenues from the sale of
vacation assets and vacation club memberships is expected to be a substantial
component in our ability to capitalize the front end of developments and the
equity requirement for resort acquisitions.
Travel Services.
We intend to capitalize on the travel requirements of servicing the travel clubs
and vacation clubs to garner significant group purchasing, branding and third
party branding power. By actively focusing on the demand side coupled with
12
having the structure to fulfill the travel requirements both at our resort
assets and at other venues, we will seek to obtain seamless vertical and
horizontal integration of services such that the traveler's entire range of
needs can be fulfilled or provided by us.
Cash Flow Requirements
We will require substantial capital to adequately finance our proposed
acquisitions, meet our obligations under our business model, and provide for our
working capital. We anticipate that we will require approximately $9.5 million
over the next twelve months to fully implement our business model. We anticipate
that we will use such funds as follows:
Program Development and Implementation Costs $ 5,500,000
Payoff Debt $ 2,000,000
Working Capital $ 2,000,000
LIQUIDITY
During the three months ended March 31, 2003, the Company's working Capital
decreased. This was due to administrative and financing costs incurred as
carrying costs of the Company's assets and to maintain its operations. The
Company does not currently have sufficient capital in its accounts, nor
sufficient firm commitments for capital to assure its ability to meet its
current obligations or to continue its planned operations. The Company is
continuing to pursue working capital and additional revenue through the seeking
of the capital it needs to carry on its planned operations. There is no
assurance that any of the planned activities will be successful.
CAPITAL RESOURCES
As a result of its limited liquidity, the Company has limited access to
additional capital resources. The Company does not have the capital to totally
fund the obligations that have matured to its shareholders. The shareholders
have agreed to roll over their loans until the company has stronger liquidity
and take security for their loans.
The Company has received additional capital through the expansion of vendor
financing and loans from its directors and shareholders during the most recent
quarter.
13
Additionally, the Company refinanced its' Orlando property in March of 2003 and
repaid loans that it had borrowed since February 2000 at high rates of interest.
It obtained a $6,000,000 loan that the Company believes will enable it to
further develop the property by finalizing its revised planning, engineering and
permitting for an increase from 799 to 976 vacation properties.
The Company has obtained strong interest to fund up to $5,000,000 from a
financial institution. The Company has certain operational requirements to
receive a firm commitment from the institution over the next ninety days. The
Company believes that with the recent opening of its call center in Tamarac,
South Florida, that it will achieve the required operational parameters to
transform the strong interest into a funding commitment.
Management has also made certain loan requests from several banking institutions
that it believes will be funded. However, discussions are in the preliminary
stages and have not yet been approved by any lending institution.
Though the obtaining of the additional capital is not guaranteed, the management
of the Company believes it will be able to obtain the capital required to meet
its current obligations and actively pursue its planned business activities.
OPERATIONS
The previous operations of the Company were ceased. On June 14, 2002 the Company
acquired American Leisure Holdings, Inc. (hereafter Corporation) and its
subsidiaries. Until the Company obtains the capital required to developed it
properties and businesses and obtain the revenues needed from its operations to
meet its obligations, the Company will be dependent upon sources other than
operating revenues to meet its operating and capital needs. Operating revenues
may never satisfy these needs.
The Company today opened up a new call center in Tamarac, South Florida, which
it believes after ninety days will be a profitable operation and will provide
the required cash flow to fund its own expansion and operations. However, due to
the nature of the industry the Company is currently operating in, the management
cannot predict that it will necessarily achieve the level of operations needed
to provide the cash flow it requires to expand its operations.
Until the capital is obtained to enter into its planned operations discussed
above, the Company will need additional capital.
14
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation by Mr. Wright, the chief financial officer of the
company, the effectiveness of the company's disclosure controls and procedures
conducted as of a date within 90 days of the filing date of this quarterly
report, Mr. Wright concluded that, as of the evaluation date, (i) there were no
significant deficiencies or material weaknesses of the company's disclosure
controls and procedures, (ii) there were no significant changes in the internal
controls or in other factors that could significantly affect internal controls
subsequent to the evaluation date, and (iii) no corrective actions were required
to be taken. American Access Telecommunications Corporation a subsidary of the
Company took corrective action to cancel its agreement with Panther Access
Corporation on May 22, 2003 to amongst other matters, remain in compliance with
the Company's controls and procedures.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of its business, the Company may from time to time become
subject to claims or proceedings relating to the purchase, subdivision, sale
and/or financing of its real estate. The Company believes that substantially all
of the above are incidental to its business.
The Company became a defendant in an action that was filed in Orange County,
Florida. In June, 2001, Rock Investment Trust, P.L.C., a British limited
liability company, and RIT, L.C., a related Florida limited liability company,
filed suit against Malcolm J. Wright, American Vacation Resorts, Inc., American
Leisure, Inc., Inversora Tetuan, S.A., Sunstone Golf Resort, Inc., and SunGate
Resort Villas, Inc., seeking either the return of an alleged $500,000 investment
or ownership interest in one or more of the defendant entities equivalent to the
alleged investment amount. Defendants have denied all claims and Mr. Wright,
American Vacation Resorts, Inc., American Leisure, Inc., Inversora Tetuan, S.A.,
Sunstone Golf Resort, Inc., and SunGate Resort Villas, Inc. have counterclaimed
against Rock Investment Trust and its principal, Roger Smee, seeking damages in
excess of $10 million, assuming success on all aspects of the litigation. The
litigation is in the discovery phase and is not currently set for trial. While
many depositions and other discovery of facts remains to be done, based on the
status of the record developed thus far, counsel believes that Rock Investment
Trust's and RIT's claims are without merit and that the counterclaim will be
successful. The amount of damages, which may be recovered, on the counterclaim
is subject to a variety of factors and considerations.
15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Issuance of Senior Securities
On June 14, 2002, in connection with the closing of the acquisition of American
Leisure Corporation (formerly American Leisure Holdings, Inc.) ("ALC"), we
authorized the issuance of 10,000,000 Preferred shares that could be split into
different classes of Preferred shares. AMLH has created three new series of its
preferred stock and issued shares of Series A & B in 2002 and Series C of these
Series of shares in 2003. For the full details of the rights and designations of
each class of Preferred Stock the investor is advised to read the appropriate 8K
or the attachments to our 10K, which gives full disclosure. In June we
authorized the issuance of 1,000,000 Series A Preferred Shares of which 880,000
were issued to certain debt holders of ALC. Our Series A Preferred Stock has the
following rights, privileges and preferences:
Series A Preferred Stock.
AMLH has designated 1,000,000 shares of Series A convertible preferred stock,
par value $0.01 per share. As of December 31, 2002, 880,000 shares of Series A
preferred stock were issued and outstanding.
Ranking. The Series A preferred stock ranks senior to the common stock as to
dividends and liquidation preference.
Dividends. If declared by the board of directors of AMLH, dividends on each
share of the Series A preferred stock will be paid annually at an annual rate of
12% of the liquidation preference per share. Dividends will be payable in
preference and priority to any payment of any cash dividend on Common Stock or
any other shares of capital stock of the Company junior in priority to the
Series A Preferred Stock (such Common Stock and other inferior stock being
collectively referred to as "Junior Stock"), Any unpaid dividends accrue and are
cumulative.
Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH,
before payment of any amount due to any Junior Stock, each share of Series A
preferred stock will be entitled to be paid out of assets available for
distribution $10 per share plus all accrued unpaid dividends, calculated through
the date of liquidation.
Voting Rights. Each holder of outstanding shares of Series A Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series A Preferred Stock held by such
16
holder are convertible (as adjusted from time to time) at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series A,
or by the provisions establishing any other series of Preferred Stock, holders
of Series A Preferred Stock and of any other outstanding Series of Preferred
Stock shall vote together with the holders of Common Stock as a single class.
Redemption. AMLH has the right to redeem all or part of the outstanding Series A
preferred stock at any time after five years from the date of issue. The
redemption price per share will be $10 per share plus all accrued unpaid
dividends, calculated through the date of redemption.
Conversion. Each share of Series A Preferred Stock shall be convertible, at the
option of the holder thereof, at any time and from time to time, into ten (10)
fully paid and non-assessable shares of Common Stock (the "Conversion Rate").
Such initial Conversion Rate, and the rate at which shares of Series A Preferred
Stock may be converted into shares of Common Stock, shall be subject to
adjustment as provided below. In the event of a liquidation of the Company, the
Conversion Rights shall terminate at the close of business on the first full day
preceding the date fixed for the payment of any amounts distributable on
liquidation to the holders of Series A Preferred Stock.
Adjustment for Common Stock Price Below $1.00. In the event that the average
Market Price of the Common Stock for any thirty (30) consecutive Trading Days is
below $1.00 and the Market Price of the Common Stock remains below $1.00 through
the Trading Day immediately prior to the Conversion Date, then the Conversion
Rate shall be the lower of (i) the Liquidation Value divided by the average
Market Price of the Common Stock for the ten (10) consecutive Trading Days
immediately prior to the Conversion Date, and (ii) the Conversion Price as
determined under Section 4, excluding this Section 4(k) of the certificate of
Designation of the Series A stock.
No fractional shares of Common Stock shall be issued upon conversion of the
Series A Preferred Stock. In lieu of fractional shares, the Company shall pay
cash equal to such fraction multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.
In August we authorized the issuance of 100,000 Series B Preferred Shares of
which 2,500 were issued to purchase certain call center equipment.
17
Series B Preferred Stock
AMLH has designated 100,000 shares of Series B preferred stock, par value $0.01
per share. During August, 2002, 2,500 shares of Series B preferred stock were
issued to acquire certain call center equipment.
Ranking. The Series B Preferred Stock ranks senior to the common stock as to
dividends and liquidation preference but after and subject to the payment in
full of all amounts required to be distributed to the holders of any other class
or series of stock of the Company ranking on liquidation or dividend prior and
in preference to the Series B Preferred Stock (collectively referred to as
"Senior Preferred Stock"), but before any payment shall be made to the holders
of Junior Stock by reason of their ownership thereof,
Dividends. Dividends on the Series B preferred stock, if declared by the board
of directors of AMLH, will be paid annually at an annual rate of 12% of
liquidation preference per share. Dividends will be payable in preference and
priority to any payment of any cash dividend on Common Stock or any other shares
of capital stock of the Company junior in priority to the Series B Preferred
Stock (such Common Stock and other inferior stock being collectively referred to
as "Junior Stock"), Any unpaid dividends accrue and are cumulative.
Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH, and
after payment of any amount due to any Series A or C Preferred Stock holder of
AMLH, but before any Junior Stock holder, each share of Series B preferred stock
will be entitled to be paid out of the assets available for distribution, $100
per share, plus all accrued unpaid dividends calculated through the date of
liquidation.
Voting Rights. Each holder of outstanding shares of Series B Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series B Preferred Stock held by such
holder are convertible (as adjusted from time to time) at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series B,
or by the provisions establishing any other series of Preferred Stock, Holders
of Series B Preferred Stock and of any other outstanding series of Preferred
Stock shall vote together with the holders of Common Stock as a single class.
18
Redemption. AMLH has the right to redeem all or part of the outstanding Series B
preferred stock at any time after five years from the date of issue. The Series
B preferred stock will be redeemed at a price per share equal to $100 per share,
plus all accrued unpaid dividends, calculated through the date of redemption.
Conversion. Each share of Series B Preferred Stock shall be convertible, at the
option of the holder thereof, at one time, into such number of paid and
non-assessable shares of Common Stock (the "Conversion Rate") calculated by
dividing the Liquidation Value by the Market Price (as defined herein) but such
Conversion Rate shall not be greater than twenty (20) (the "High Conversion
Rate") and not less than twelve and one-half (12.5) (the Low Conversion rate").
The term "Market Price" shall mean, with respect to a share of Common Stock on
any date, either: (1) if there shall not then be a public market for the Common
Stock, the fair market value per share of Common Stock as determined by the
Board of Directors in good faith exercising its fiduciary duties; or (2) if
there shall then be a public market for the Common Stock, the average of the
Daily Market Prices (as defined below) for the ten (10) consecutive Trading Days
immediately prior to the Conversion Date.
No fractional shares of Common Stock shall be issued upon conversion of the
Series B Preferred Stock. In lieu of fractional shares, the Company shall pay
cash equal to such fraction multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.
Mandatory Conversion. Each share of Series B Preferred Stock shall be
automatically converted into such number of paid and non-assessable shares of
Common Stock on the date six (6) months after the Company has listed its Common
Stock for trading on the American Stock Exchange (the "Automatic Conversion
Date") at the Conversion Rate determined on the Automatic Conversion Date.
Series C Preferred Stock
AMLH has designated 28,000 shares of Series C convertible preferred stock, par
value $0.01 per share. No shares of Series C convertible preferred stock were
outstanding on December 31, 2002. 27,189 of these shares were issued on January
29, 2003.
19
Ranking. The Series C Preferred Stock ranks on parity with Series A Preferred
Stock and senior to common stock and any other series of preferred stock except
Series A as to dividends and liquidation preference.
Dividends. If declared by the board of directors of AMLH, dividends on each
share of the Series C preferred stock will be paid annually at an annual rate of
4% of the liquidation preference per share. Dividends will be payable in
preference and priority to any payment of any cash dividend on Common Stock or
any other shares of capital stock of the Company junior in priority to the
Series C Preferred Stock (such Common Stock and other inferior stock being
collectively referred to as "Junior Stock"), Any unpaid dividends will accrue
and are cumulative.
Liquidation Preference. Upon liquidation, dissolution or winding up of AMLH, and
before payment of any amount due to any Junior Stock, each share of Series C
preferred stock will be entitled to be paid out of assets available for
distribution $100, plus all accrued unpaid dividends calculated through the date
of liquidation.
Voting Rights. Each holder of outstanding shares of Series C Preferred Stock
shall be entitled to the number of votes equal to the number of whole shares of
Common Stock into which the shares of Series C Preferred Stock held by such
holder are convertible (as adjusted from time to time) at each meeting of
stockholders of the Company (and written actions of stockholders in lieu of
meetings) with respect to any and all matters presented to the stockholders of
the Company for their action or consideration. Except as provided by law, or by
the provisions of Subsection 3(b) of the certificate of designation of Series C,
or by the provisions establishing any other series of Preferred Stock, holders
of Series C Preferred Stock and of any other outstanding series of Preferred
Stock shall vote together with the holders of Common Stock as a single class.
Redemption. If, on or after the date five (5) years after the Original Issue
Date, any shares of Series C Preferred Stock shall be then outstanding, the
Company shall have the right to redeem (unless otherwise prevented by law) all
(but not less than all) such outstanding shares at an amount per share equal to
the Liquidation Value plus an amount equal to accrued but unpaid dividends, if
any, to the date of redemption on such share.
Mandatory Redemption. If, on or after the date five (5) years after the Original
Issue Date, any shares of Series C Preferred Stock shall be then outstanding,
one or more holders of the then-outstanding shares of Series C Preferred Stock
("Electing Holders") shall have the right to require the Company to redeem all
(but not less than all) such outstanding shares held by such holder; provided,
however, that in the event that less than 4,770 shares of Series C Preferred
20
Stock shall have been converted into Common Stock prior to the date that is five
(5) years from the Original Issue Date that such right to require the redemption
of the Series C Preferred Stock shall arise on and after the date that is six
(6) years from the Original Issue Date.
Conversion. Each share of Series C Preferred Stock shall be convertible, at the
option of the holder thereof, in amounts of not less than 1000 share increments,
into such number of paid and non-assessable shares of Common Stock (the
"Conversion Rate") calculated by dividing the Liquidation Value by the Market
Price but such Conversion Rate shall not be greater than twenty (20) (the "High
Conversion Rate") and not less than twelve and one-half (12.5) (the "Low
Conversion Rate"). The term "Market Price" shall mean, with respect to a share
of Common Stock on any date, either: (1) if there shall not then be a public
market for the Common Stock, the fair market value per share of Common Stock as
determined by the Board of Directors in good faith exercising its fiduciary
duties; or (2) if there shall then be a public market for the Common Stock, the
average of the Daily Market Prices (as defined below) for the ten (10)
consecutive Trading Days immediately prior to the Conversion Date.
No fractional shares of Common Stock shall be issued upon conversion of the
Series C Preferred Stock. In lieu of fractional shares, the Company shall pay
cash equal to such fraction multiplied by the quotient of the Liquidation Value
divided by the Conversion Rate.
Sales of Our Equity Securities Not Registered Under the Securities Act of 1933.
On May 15, 2002, our Board of Directors authorized the issuance of 20,000 shares
of our common stock to Tripoint Capital in connection with its compensation for
advisory services provided to us. These securities were sold under the
exemptions from registration provided by Section 4(2) of the Act and Regulation
D promulgated under the Act. Neither we nor any person acting on our behalf
offered or sold the securities by means of any form of general solicitation or
general advertising. Tripoint Capital represented in writing that it acquired
the securities for its own account. A legend was placed on the certificates
stating that the securities have not been registered under the Securities Act
and cannot be sold or otherwise transferred without an effective registration or
an applicable exemption.
On May 20, 2002, our Board of Directors authorized the issuance of up to
3,000,000 shares of our common stock pursuant to a private placement at the
purchase price of $1.50 per share. We sold 36,009 shares in such private
placement. These securities were sold under the exemptions from registration
provided by Regulation S promulgated under the Securities Act (the "Act").
21
Neither we nor any person acting on our behalf offered or sold the securities by
means of any form of general solicitation or general advertising. Each investor
represented in writing that he or she acquired the securities for his or her own
account. A legend was placed on the certificates stating that the securities
have not been registered under the Securities Act and cannot be sold or
otherwise transferred without an effective registration or an applicable
exemption.
On May 20, 2002, our Board of Directors authorized the issuance of 5,000 shares
of our common stock to James Leaderer in connection with his compensation for
serving as our president and chief executive officer. These securities were sold
under the exemptions from registration provided by Section 4(2) of the Act and
Regulation D promulgated under the Act. Neither we nor any person acting on our
behalf offered or sold the securities by means of any form of general
solicitation or general advertising. Mr. Leaderer represented in writing that he
acquired the securities for his own account. A legend was placed on the
certificates stating that the securities have not been registered under the
Securities Act and cannot be sold or otherwise transferred without an effective
registration or an applicable exemption.
On June 14, 2002, we completed the acquisition of American Leisure Corporation
(formerly American Leisure Holdings, Inc.) ("ALC"). The acquisition was
completed by the purchase of 99% of the outstanding capital stock of ALC. As
consideration, we issued 880,000 shares of our Series A Preferred Stock and
4,819,665 shares of our common stock. These securities were sold under the
exemptions from registration provided by Section 4(2) of the Act and Regulation
D and Regulation S promulgated under the Act. Neither we nor any person acting
on our behalf offered or sold the securities by means of any form of general
solicitation or general advertising. Each purchaser represented in writing that
he or she acquired the securities for his or her own account. A legend was
placed on the certificates stating that the securities have not been registered
under the Securities Act and cannot be sold or otherwise transferred without an
effective registration or an applicable exemption.
On August 6, 2002 we completed the acquisition of various call enter equipment.
As consideration, we issued 2,500 shares of our Series B Preferred Stock. These
securities were sold under the exemptions from registration provided by Section
4(2) of the Act and Regulation D and Regulation S promulgated under the Act.
Neither we nor any person acting on our behalf offered or sold the securities by
means of any form of general solicitation or general advertising. Each purchaser
represented in writing that he or she acquired the securities for his or her own
account. A legend was placed on the certificates stating that the securities
have not been registered under the Securities Act and cannot be sold or
otherwise transferred without an effective registration or an applicable
exemption.
22
On January 29, 2003 we completed the acquisition of various call enter
equipment. As condideration, we issued 17,189 shares of our Series C Preferred
Stock and 114,000 Common shares. These securities were sold under the exemptions
from registration provided by Section 4(2) of the Act and Regulation D and
Regulation S promulgated under the Act. Neither we nor any person acting on our
behalf offered or sold the securities by means of any form of general
solicitation or general advertising. Each purchaser represented in writing that
he or she acquired the securities of his or her own account. A legend was placed
on the certificates stating that the securities have not been registered under
the Securities Act and cannot be sold or otherwise transferred without an
effective registration or an applicable exemption.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 11, 2002, a shareholder owning a majority of our outstanding common
stock, acting by written consent, appointed James Leaderer to serve as our sole
director.
On May 11, 2002, our sole director authorized the adoption of the Amended and
Restated Articles of Incorporation and Amended and Restated Bylaws and
recommended that holders of record of our common stock as of May 13, 2002,
approve, by written consent, such adoption. On May 13, 2002, a shareholder
owning a majority of our outstanding common stock, acting by written consent,
approved the adoption of the Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws, copies of which are annexed to this Form 10-QSB as
exhibits.
On June 8, 2002, our sole director authorized the adoption of the amendment to
our Amended and Restated Articles of Incorporation and recommended that holders
of record of our common stock as of June 9, 2002, approve, by written consent,
such adoption. On June 9, 2002, shareholders owning a majority of our
outstanding voting stock, acting by written consent, approved the adoption of
the amendment to our Amended and Restated Articles of Incorporation, a copy of
which is annexed to this Form 10-QSB as an exhibit.
ITEM 5. OTHER INFORMATION
Form 8-K; Item 4; Changes in Registrant's Certifying Accountants
On August 12, 2002, we appointed the accounting firm of Marc Lumer & Company of
San Francisco, California, as the principal independent accountants for the
quarters ended June 30, 2002 and September 30, 2002 and for the fiscal year
ended December 31, 2002 to replace J.S. Osborn, P.C. who was dismissed as the
principal independent accountants effective with such appointment. The decision
to change the principal independent accountants was not approved by our Board of
Directors. In November, we appointed Malone & Bailey, PLLC to be our principal
auditors for the quarter ended September 30, 2002, to restate the June 30, 2002
financials and for the fiscal year ended December 31, 2002.
23
During the two most recent fiscal years and interim period subsequent through
the quarter ended March 31, 2002, there have been no disagreements with J.S.
Osborn, P.C. or Marc Lumer & Company, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure or any
other reportable events.
J.S. Osborn, P.C.'s report on the financial statements for each of the past two
years contained a qualification about our ability to continue as a going
concern. Except for the foregoing going concern qualification, J.S. Osborn,
P.C.'s report on the financial statements for each of the past two years
contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
We have provided J.S. Osborn, P.C. with a copy of this disclosure, and requested
that J.S. Osborn, P.C. furnish a letter to the Commission stating whether it
agrees with the above statements. (A copy of that letter was filed as Exhibit
16.1 to Form 8-K on May 23, 2003).
Form 8-K; Item 9; Regulation FD Disclosure
In accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, our Chief Executive Officer and Chief Financial
Officer executed the following written statements which statements accompanied
the filing with the Securities and Exchange Commission of this Quarterly Report
on Form 10-QSB:
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes-Oxley Act of 2002
I, L. William Chiles, Chief Executive Officer of American Leisure Holdings, Inc.
(the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:
o the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003, as filed with the Securities and Exchange Commission on
the date hereof (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
o the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company for the periods presented therein.
24
Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
906 of The Sarbanes-Oxley Act of 2002
I, Malcolm J. Wright, Chief Financial Officer of American Leisure Holdings, Inc.
(the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:
o the Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2003, as filed with the Securities and Exchange Commission on
the date hereof (the "Report") fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
o the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company for the periods presented therein.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. None
SIGNATURES
In accordance with Section 13 or 15(d) 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, 2003 By: /s/ L. William Chiles
----------------------
L. William Chiles
Chief Executive Officer
Dated: May 22, 2003 By: /s/ Malcolm J. Wright
----------------------
Malcolm J. Wright
Chief Financial Officer
25