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 September 30, 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.
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(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
----------------------- -------
(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 October 31, 2003, there were 7,488,983 shares of the Registrant's common
stock, par value $0.001 issued and outstanding.
AMERICAN LEISURE HOLDINGS, INC. AND SUBSIDIARIES
SEPTEMBER 30, 2003 QUARTERLY REPORT ON FORM 10-QSB
TABLE OF CONTENTS
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
Special Note Regarding Forward Looking Information
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., Advantage 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, Leisureshare
International Espanola S.A. and Caribbean Leisure Marketing, Ltd, American
Access Telecommunications Corporation, American Switching Technologies Inc.
which collectively may also be referred to herein as the "Company".
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.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of September 30, 2003
and December 31, 2002.......................................................F-1
Condensed Consolidated Statements of Operations for the nine and three
months ended September 30, 2003, the three months ended September 30, 2002,
inception through September 30, 2002 and 2003..............................F-2
Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 2003 and
Inception through September 30, 2002 and 2003...............................F-3
Notes to Interim Condensed Consolidated Financial Statements.................F-4
AMERICAN LEISURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Inception
Ended Through
September 30, September 30,
2003 2002
----------- -----------
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,478,606) $ (94,713)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 305,349 1,237
Changes in assets and liabilities:
Decrease in receivables (76,688) -
(Increase) in advances receivable (392,846) 43,700
(Increase) in prepaid and other assets 25,089 -
(Increase) in deposits and other (31,455) -
Increase in accounts payable and accrued expenses 143,212 90,275
----------- -----------
Net cash used in operating activities (1,505,945) 40,499
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in investment in non-consolidated subsidiaries - (14,667)
Capitalization of real estate carrying costs (1,907,983) (435,044)
Acquisition of fixed assets (464,827) -
----------- -----------
Net cash used in investing activities (2,372,810) (449,711)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 4,422,208 413,754
Proceeds from notes payable-related parties (446,656) -
Proceeds from shareholder advances 242,365 48,931
----------- -----------
Net cash provided by financing activities 4,217,917 462,685
----------- -----------
Net Increase (decrease) in Cash 339,162 53,473
CASH AT BEGINNING PERIOD 50,499 4,957
----------- -----------
CASH AT END OF PERIOD $ 389,661 $ 58,430
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 180,000 $ -
=========== ===========
Cash paid for income taxes $ - $ -
=========== ===========
NON-CASH TRANSACTION
Stock issued in exchange for assets $ 2,850,000 $ -
=========== ===========
Stock issued in exchange for goods and services $ - $ 250,000
=========== ===========
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
ASSETS
September 30, December 31,
2003 2002
------------ ------------
Unaudited Audited
CURRENT ASSETS:
Cash $ 389,661 $ 50,499
Accounts receivable 76,688 -
Advances receivable 392,846 -
Prepaid expenses and other 6,004 31,093
------------ ------------
Total Current Assets 865,199 81,592
------------ ------------
PROPERTY AND EQUIPMENT, NET, at cost 3,314,509 295,031
------------ ------------
ASSETS HELD FOR SALE - 2,018,638
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LAND HELD FOR DEVELOPMENT 13,972,626 10,056,005
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OTHER ASSETS
Investment 635,886 635,886
1913 Mercedes Benz 500,000 500,000
Other 63,221 31,766
------------ ------------
Total Other Assets 1,199,107 1,167,652
------------ ------------
TOTAL ASSETS $ 19,351,441 $ 13,618,918
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt and notes payable $ 1,213,496 $ 1,719,606
Current maturities of notes payable-related parties 741,760 476,643
Accounts payable and accrued expenses 965,444 822,232
Shareholder advances 1,112,397 870,032
------------ ------------
Total Current Liabilities 4,033,097 3,888,513
Long-term debt and notes payable 8,604,238 3,675,920
Notes payable-related parties 200,000 911,773
Mandatorily redeemable preferred stock, 28,000 shares authorized;
$.01 par value; 27,189 Series "C" shares issued and outstanding at
September 30, 2003 and 0 at December 31, 2002 2,718,900 -
------------ ------------
Total liabilities 15,556,235 8,476,206
------------ ------------
STOCKHOLDERS' EQUITY:
Preferred stock; 1,000,000 shares authorized; $.001 par value; 880,000
Series "A" shares issued and outstanding at
September 30, 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
September 30, 2003 and December 31, 2002 25 25
Capital stock, $.001 par value; 100,000,000 shares authorized;
6,638,983 and 6,524,983 shares issued and outstanding at
September 30, 2003 and December 31, 2002 6,639 6,525
Additional paid-in capital 5,869,838 5,738,852
Accumulated (deficit) (2,090,096) (611,490)
------------ ------------
Total Stockholders' Equity 3,795,206 5,142,712
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 19,351,441 $ 13,618,918
============ ============
AMERICAN LEISURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Inception
Ended Through
September 30, September 30,
2003 2002
----------- -----------
Unaudited Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,478,606) $ (94,713)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 305,349 1,237
Changes in assets and liabilities:
Decrease in receivables (76,688) -
(Increase) in advances receivable (392,846) 43,700
(Increase) in prepaid and other assets 25,089 -
(Increase) in deposits and other (31,455) -
Increase in accounts payable and accrued expenses 143,212 90,275
----------- -----------
Net cash used in operating activities (1,505,945) 40,499
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in investment in non-consolidated subsidiaries - (14,667)
Capitalization of real estate carrying costs (1,907,983) (435,044)
Acquisition of fixed assets (464,827) -
----------- -----------
Net cash used in investing activities (2,372,810) (449,711)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 4,422,208 413,754
Proceeds from notes payable-related parties (446,656) -
Proceeds from shareholder advances 242,365 48,931
----------- -----------
Net cash provided by financing activities 4,217,917 462,685
----------- -----------
Net Increase (decrease) in Cash 339,162 53,473
CASH AT BEGINNING PERIOD 50,499 4,957
----------- -----------
CASH AT END OF PERIOD $ 389,661 $ 58,430
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 180,000 $ -
=========== ===========
Cash paid for income taxes $ - $ -
=========== ===========
NON-CASH TRANSACTION
Stock issued in exchange for assets $ 2,850,000 $ -
=========== ===========
Stock issued in exchange for goods and services $ - $ 250,000
=========== ===========
AMERICAN LEISURE HOLDINGS, INC.
NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
September 30, 2003
Note A - Presentation
---------------------
The balance sheets of the Company as of September 30, 2003, the related
consolidated statements of operations for the nine months ended September 30,
2003 and inception through September 30, 2002, and the consolidated statements
of cash flows for the nine months ended September 30, 2003 and inception through
September 30, 2002, included in the financial statements include all adjustments
(consisting of normal, recurring adjustments) necessary to summarize fairly the
Company's financial position and results of operations. The results of
operations for the nine months ended September 30, 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.
Note B - Accounting Change
---------------------------
On May 15, 2003, the FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity (FAS 150). This Statement establishes standards for
classifying and measuring as liabilities certain financial instruments that
embody obligations of the issuer and have characteristics of both liabilities
and equity. Immediately, American Leisure adopted FAS 150 and reclassified its
Series C preferred stock to long-term liabilities. There was no cumulative
effect of this accounting change. The accounting change did not have an effect
on revenue and quarterly earnings during 2002.
NOTE C - REVENUE RECOGNITION
American Leisure recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the sales price is fixed or determinable and
collectibility is probable. These criteria are generally met at the time
services are performed.
Note D - Property and equipment, net
---------------------------------------------------
At September 30, 2003, property and equipment consisted of the following:
Useful
Lives Amount
-------------- ------------------
Computer equipment 3-5 $ 19,020
Automobile 5 6,000
Furniture & fixtures 5-7 14,179
Leasehold improvements 5 115,103
Telecommunications equipment 7 3,501,467
-----------------
3,655,769
Less: accumulated depreciation and amortization 341,260
------------------
$ 3,314,509
==================
Depreciation expense for the period ended September 30, 2003 was $303,445.
Note E - Assets Held for Sale
------------------------------
Advantage Professional Management Group, Inc.
American Leisure's management determined that this company's property's best use
was for its commercial development and has reclassified it to land held for
development as the land is no longer for sale (see below).
NOTE F - LONG-TERM DEBT AND NOTE PAYABLE
Maturity Interest September 30, December 31,
Collateral Date rate 2003 2002
------------------------- --------- --------- ----------------- ---------------
Individual Unsecured 3/31/04 (a) 10% $ 86,000 $ 0
Financial Unsecured 3/31/04 (a) 6% 500,000
Institution 0
Equipment Equipment 3/31/05 (b) 12%-18% 64,717
Third party 0
entities
Mortgage Company 1st lien on 13.5 acres 6/1/03 (a) 16% 600,000 600,000
commercial property
Financial 1st lien on 163 acres 4/1/05 (a) 12% 6,000,000 0
Third party 3rd lien on 13.5 acres 5/1/03 (a) 10% 0 172,031
entity
Individual 1st lien on 163 acres 3/31/03 (a) 16% 0 947,575
of undeveloped land
Individual 2nd lien on 163 acres 3/31/05 (a) 12% 0 1,777,576
of undeveloped land
Individual 2nd lien on 163 acres 3/31/05 (a) 12%
of undeveloped land
1,804,598 1,898,344
------------- ------------
5,395,526
9,055,315
Less: current portion of long-term debt (1,213,496) (1,719,606)
------------- -------------
Long-term debt $ 7,841,819 $ 3,675,920
============= =============
Principal repayments for each of the next five years are as follows:
Amount
----------------
2003 $ 1,213,496
2004 37,221
2005 7,804,598
---------------
$ 9,055,315
===============
(a) Principle and interest due at maturity.
(b) Principle and interest due in monthly payments of $2,890 per month until
paid in full.
NOTE G - NOTES PAYABLE - RELATED PARTIES
Maturity Interest September 30, December
Collateral Date rate 2003 31,
2003
------------------------- ---------- --------- --------------- --------------
Affiliated 2nd lien on 13.5 acres 5/1/07 (a) 4.75% $ 200,000 $ 200,000
entity
Shareholder 2rd lien on 163 acres 3/31/03 (a) 18% 741,760 476,643
of undeveloped land and
UCC1 on call center
equipment
Shareholder 3rd lien on 163 acres
of undeveloped land
3/31/05 (a) 12% 762,419 711,773
------------- ------------
1,388,416
1,704,179
Less: current portion of long-term debt (741,760) (476,643)
------------- -------------
Long-term debt $ 962,419 $ 911,773
============== =============
Principal repayments for each of the next five years are as follows:
Amount
----------------
2003 $ 741,760
2004 -
2005 762,419
2006 -
2007 200,000
---------------
$ 1,704,179
===============
(a) Principle and interest due at maturity.
Note H - Preferred Stock
American Leisure is authorized to issue up to 10,000,000 shares in aggregate of
preferred stock:
Annual
Total Series Liquidation Dividends Conversion
Authorized Value Voting per Share Rate
------------ ------------- ---------- ---------- ------------
Series A 1,000,000 $ 10.00 Yes $ 0.12 10 to 1 or greater if share
price is less than $1
Series B 2,500 100.00 Yes 0.12 20 to 1
Series C 28,000 100.00 Yes 0.04 20 to 1
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,
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.
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.
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 by 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, Inc.) will acquire 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.
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 company's 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,
10K-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 September 30, 2003.
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 engineering stage as a 971-unit vacation
destination resort in Orlando, Florida. It received revised planning for the
development on July 8, 2003 and the site is currently being fully engineered.
During the summer of 2003 the Company finalized the designs for the vacation
townhomes and Condo's and prepared the drafts for its sales literature, and
continued to work with its professional team on establishing the CDD District.
Development is scheduled to commence in the Spring of 2004 with the first
vacation investment properties estimated to be completed in the last quarter of
2004. Proforma sales for the resort are expected to exceed $222,000,000 over the
next seventy-two month period. It is expected that the horizontal construction
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.
The CDD District was established as the Westridge Community Development District
on September 8, 2003. On October 30, 2003 the District received court permission
to issue up to $65,000,000 of Bonds. On November 6, 2003 the District issued a
preliminary offering statement to issue three series of bonds totaling
$35,230,000. If the Bond offering is successful, the Bonds proceeds will be used
to (i) finance the cost of acquiring, constructing and equiping the project;
(ii) pay certain costs associated the issuance of the Bonds; (iii) make a
deposit into the Series 2003 Reserve Account for the benefit of all of the
Bonds; and (iv) pay a portion of the interest to become due on the Bonds. Upon
the issuance of the Bonds, burdens will be placed on the Company in respect to
the Company's liability to pay future CDD assessments on any unsold lots after
the initial 24-month interest reserve has been exhausted. The company will be
also required to amongst other matters, to reduce the first mortgage on the
property to $4,000,000 and to establish a Developers third year interest reserve
account in the sum of $3,000,000 with an initial deposit of $2,000,000 due as a
condition of the Bonds draw down and thereafter an appropriation of $6,500 from
the sale proceeds of each unit until the sum of $3,000,000 has been received
into the Developers Interest Account. For full details of this and other
liabilities contingent or otherwise being placed upon the Company please see the
Company's website at www.americanlesiureholdings.com
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
the affinity-travel marketing segment. As the proprietor and manager of clubs it
creates, ATMG anticipates 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 revenue from annual membership
fees and commissions earned from ALI on the sale of packaged travel services.
American Leisure Marketing & Technology, Inc. ("ALMT)
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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. to 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, potentially providing an
unsurpassed service to the hundreds of major corporate clients, in real time
telephony and web based applications via the upgrade of its equipment to IP
technology.
Antigua - Caribbean Leisure Marketing Ltd. ("CLM")
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During September 2003, forming part of the company's negotiations with Stanford
Venture Capital Holdings, Inc. the Company agreed with Stanford to form a new
Company in Antigua, West Indies and to acquire the assets of a call center
previously run by another Stanford Portfolio company. Stanford agreed to advance
the sum of $2,000,000 for the Company's call centers working capital and
equipment needs as part of a $6,000,000 5-year convertible loan (see below).
Once the assets in Antigua have been acquired and upgraded, the center will be
linked via Satellite to ALMT's call center in Tamarac to take advantage of the
state of the art technology available in this center and to run various inbound
and outbound marketing campaigns for group and third party companies. In October
2003, the Company formed Caribbean Leisure Marketing, Ltd. in Antigua as a
subsidiary of Leisureshare International Ltd. The Company envisages that this
center will be operational on December 1, 2003.
HTS Holdings, Inc. ("HTS")
---------------------------------------------------
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. The purchase is now finalized and was effective as of
October 1, 2003. Mr. Bill Chiles will remain as President and CEO of HTS and
Chairman of the Company. During the last quarter of 2003, and in conjunction
with the senior management of HTS, the Company expects to complete an extensive
review of all HTS companies with effect to revising and improving where possible
its current methods of doing business with a view to achieving increased profit
margins for HTS companies and its member base. HTS has a very seasonal business
and makes substantial trading losses during the first three quarters of the year
and a significant profit in the last quarter, normally sufficient to throw it
into an overall profit for the year. The Company intends to introduce the
opportunity to HTS the opportunity of acquiring additional product lines for its
member base to market and sell, with a view to reducing or eliminating its
seasonal fluctuation in its profitability and to increase the profit margins for
both HTS and its members. The Company intends to provide HTS the additional
resources to expand its leading edge technology, increase the marketing of its
preferred supplier programs and expand those relationships. The Company will
also seek to expand HTS's transaction processing capabilities via the aid of the
state of the art technology already in place with AMLT, to better serve HTS's
agency partners and their clients.
Advantage Professional Management Group, Inc. ("APMG")
-------------------------------------------------------------
On July 8, 2003, APMG received revised planning on its property to establish the
property with TCX (town center) zoning. The planning permission was conditional
upon its approval by the Secretary of State in Tallahassee. The Company expects
to receive this approval on December 19, 2003.
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
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 $15 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
Acquisitions $ 5,000,000
Payoff Debt $ 2,500,000
Working Capital $ 2,000,000
OPERATIONS
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, in the quarter ended June 30, 2003, opened up a new call center in
Tamarac, Florida, which it believed after ninety days would be a profitable
operation and would 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, and the do not call legislation which has recently been enacted,
the management cannot currently predict that it will necessarily achieve the
level of operations needed to provide the cash flow it requires to expand or
make profitable its operations.
Until the capital is obtained to enter into its planned operations discussed
above, the Company will need additional capital.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND INCEPTION THROUGH SEPTEMBER 30, 2002
For the nine months ended September 30, 2003, the Company realized a loss of
$1,478,606 with revenues of approximately $200,000 from its call center and
general and administrative expenses of approximately $1,373,000. For the nine
months ended September 30, 2002, the Company realized a loss of approximately
$95,000 with no revenues and general, administrative and interest expenses of
approximately $93,000.
The costs and expenses for the nine months ended September 30, 2003 totaled
$1,678,000 which consisted of general and administrative expenses of
approximately $1,373,000 and depreciation expense of approximately $305,000. The
expenses for the inception through September 30, 2002 consisted primarily of
general and administrative expenses of approximately $93,000 and depreciation
expense of approximately $1,000.
The Company's net loss from continuing operations before income taxes for the
nine months ended September 30, 2003 was $1,479,000 compared to a net loss of
$95,000 for inception through September 30, 2002. The net loss per share for the
periods ended September 30, 2003 and 2002 were $0.22 and $0.09, respectively.
For the three months ended September 30, 2003, the Company realized a loss of
$595,000 with revenues of approximately $164,000 and general and administrative
expenses of approximately $629,000. For the three months ended September 30,
2002, the Company realized a loss of approximately $95,000 with no revenues and
general, administrative and interest expenses of approximately $93,000.
The costs and expenses for the three months ended September 30, 2003 totaled
$759,000 which consisted of general and administrative expenses of approximately
$629,000 and depreciation expense of $130,000. The expenses for the three months
ended September 30, 2002 consisted primarily of general and administrative
expenses of approximately $93,000 and depreciation expense of approximately
$1,000.
The Company's net loss from continuing operations before income taxes for the
three months ended September 30, 2003 was $595,000 compared to a net loss of
$95,000 for the three months ended September 30, 2002. The net loss per share
for the periods ended September 30, 2003 and 2002 were $0.09 and $0.01,
respectively.
At September 30, 2003, the Company had an accumulated deficit of $2,090,000
compared to $611,000 at December 31, 2002. This increase in the accumulated
deficit is due primarily to the Company's cost of operating itself and its
subsidiaries.
LIQUIDITY
During the three months ended September 30, 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, to assure
its ability to meet its current obligations or to continue its planned
operations, however it is in the course of finalizing the legal documentation to
close on the Stanford loan (see below) which when closed will be sufficient for
most of its existing capital needs through 2004. 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 however no assurance that
any capital raising or any of its 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.
Additionally, the Company refinanced its subsidiaries ' 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 was used to finalize the
planning permission for 971 vacation properties, commence engineering drawings,
finalize the site plans and vacation property layouts and pay the professional
fees to establish the CDD District.
On October 11, 2003, the Company refinanced its subsidiary APMG Orlando property
and repaid the first and second mortgages it borrowed in May 2002 totaling
$800,000. It obtained a new $1,300,000 loan on the property secured by way of a
first mortgage at an interest rate of 15% repayable on October 10, 2004, which
will enable the Company to develop the property by finalizing its revised
planning, engineering and permitting for commercial development. The company
then plans to joint venture the property's re-development with an experienced
commercial developer. The Company was successful in negotiating a $50,000
discount on the second mortgage due May 1, 2007. This mortgage was repaid on
October 11, 2003 from the proceeds of the refinancing.
In September 2003 the company completed discussions with Stanford Venture
Capital Holdings, Inc. and has agreed to borrow the sum of $6,000,000 as a
five-year secured Convertible loan, convertible into common shares in the
company at the option of Stanford at the rate of one share of common stock for
$15 of loan. The blended rate of interest agreed was 6% and the security a
second charge on the company's land holdings at a coverage rate not to exceed
100% of the excess MAI appraised value above any first mortgage. As additional
consideration for this loan, the Company has agreed to issue Stanford a series
of 5 year warrants upon the closing of the loan facility, 600,000 shares at
$0.001 per share and 1,350,000 at $2.96 a share. Stanford has also agreed to
subordinate their second mortgage to any future construction/development loans
to be placed on the property in a first mortgage position. The loan is intended
to inject $2,000,000 of working capital into Sunstone Golf Resort, Inc.,
Orlando, Florida, project "Tierra Del Sol", $2,000,000 into its travel related
businesses and $2,000,000 into the Company's call centers businesses. The
documents necessary for a closing are currently in the course of preparation. In
the meantime Stanford has advanced the company a $2,000,000 short-term facility
at the rate of 6% p.a. due and payable on March 31, 2004. This short-term
facility is also personally guaranteed by Malcolm J Wright and Bill Chiles and
is additionally secured on their stock of the Company. Mr. Wright's 845,733
shares and Mr. Chiles 850,000 shares. The Company has also indemnified Mr.
Wright and Mr. Chiles against any and all losses they may incur as a result of
their personal guarantees. The Company expects to complete the loan documents
with Stanford before the end of the fourth quarter.
The company drew down the $2,000,000 facility as to $500,000 in September 2003,
$1,165,000 in October 2003, and $335,000 in November 2003. The proceeds were
used to (i) Pay various payments for the Antigua and Tamarac call centers and
their working capital needs totaling $960,000 (ii) Loan HTS the sum of $320,000
(iii) Loan SGR the sum of $230,000 (iv) Loan ATMG the sum of $45,000 (v) the
balance representing the groups working capital cash reserve until closing of
the overall facility.
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.
ITEM 3. CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this report. Based on
such evalutation, the Company's Chief Executive Officer and Chief Financial
Officer have concluded that, as of the end of such period, the Company's
disclosure controls and procedures are effective in recording, processing,
summarizing and reporting, on a timely basis, information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act.
There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to wich this report relates that have
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
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.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 17, 2003 effective October 1, 2003, our Board of Directors
authorized the issuance of 850,000 shares of our common stock to William L
Chiles in connection with the acquisition of his stock held in HTS Holdings,
Inc.. These securities were issued 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. Chiles
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.
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 were annexed to a prior 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 was annexed to a prior Form 10-QSB as an exhibit.
ITEM 5. OTHER INFORMATION
Acquisition of Common stock by Officers and Directors.
On September 17, 2003 effective October 1, 2003, our Board of Directors
authorized the issuance of 850,000 shares of our common stock to William L
Chiles, the Chairman of our board of Directors, in connection with the
acquisition of his stock held in HTS Holdings, Inc. (see above).
During July 2003, James Hay Trustees Ltd of Rowanmoor House, 46-50 Castle
Street, Salisbury, England SP1 3TS the trustees and managers of Thamesdale
Properties Pension Fund, a self administered pension scheme set up in the 1980's
under UK tax legislation for the benefit of Mr. Wright and others retirements
acquired 302,000 common shares in the Company for 50,000 pounds sterling. James
Hay acquired this for long-term investment. The shares were transferred into
certificate form and removed from the Cede & Co list.
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
Section906 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 September 30, 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.
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 September 30, 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: November 19, 2003 By: /s/ L. William Chiles
---------------------------------
L. William Chiles
Chief Executive Officer
Dated: November 19, 2003 By: /s/ Malcolm J. Wright
----------------------------------
Malcolm J. Wright
Chief Financial Officer