UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                        Commission File Number 333-48312
                                               ---------

                          NOTIFICATION OF LATE FILING

(Check  One):  [ ] Form 10-KSB  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-QSB
               [ ]  Form  N-SAR

          For Period Ended:  June 30, 2004
                             ------------------

     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
         For the Transition Period Ended:
                                         ---------------------------

Read  attached  instruction  sheet before preparing form.  Please print or type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If  the  notification relates to a portion of the filing checked above, identify
the  item(s)  to  which  the  notification  relates:
                                    --------------------------------


                                     PART I
                             REGISTRANT INFORMATION



Full name of registrant
American Leisure Holdings, Inc.
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Former name if applicable

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Address of principal executive office (Street and number)
Park 80 Plaza East
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City, state and zip code
Saddlebrook, New Jersey  07663
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                                    PART II
                             RULE 12b-25(b) AND (c)

If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate.)

          (a)  The  reasons  described  in reasonable detail in Part III of this
               form  could  not  be  eliminated  without  unreasonable effort or
               expense;
          (b)  The  subject annual report, semi-annual report, transition report
               on  Form  10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
               be  filed  on  or  before  the  15th  calendar  day following the
[X]            prescribed  due  date;  or  the  subject  quarterly  report  or
               transition  report on Form 10-Q, or portion thereof will be filed
               on  or before the fifth calendar day following the prescribed due
               date;  and
          (c)  The  accountant's  statement  or  other  exhibit required by Rule
               12b-25(c)  has  been  attached  if  applicable.

                                    PART III
                                   NARRATIVE

State  below  in  reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the  transition  report portion thereof could not be filed within the prescribed
time  period.  (Attach  extra  sheets  if  needed.)

The accountants could not complete the required financial information in time to
file  by  the  prescribed due date without unreasonable effort or expense to the
Company.


                                    PART IV
                               OTHER INFORMATION

(1)  Name and  telephone  number  of  person  to  contact  in  regard  to  this
notification

      L. William Chiles           (201)            226-2060
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           (Name)              (Area Code)    (Telephone Number)

(2)   Have  all other periodic reports required under Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 or Section 30 of the Investment Company Act of
1940  during  the  preceding  12  months  or  for  such  shorter period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify  report(s).
                                                                 [X] Yes  [ ] No

(3)  Is it anticipated that any significant change in results of operations from
the  corresponding  period  for  the  last  fiscal year will be reflected by the
earnings  statements  to  be  included  in  the  subject  report  or  portion
thereof?
                                                                 [ ] Yes  [X] No

If  so:  attach  an  explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.




                        American Leisure Holdings, Inc.
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                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to  be  signed on its behalf by the undersigned
thereunto  duly  authorized.


Date August 16, 2004              By  /s/  L. William Chiles
----------------------------          ------------------------------------------
                                      L. William Chiles

INSTRUCTION:  The  form  may be signed by an executive officer of the registrant
or  by  any  other  duly  authorized  representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If the
statement  is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.


                                    ATTENTION

Intentional  misstatements  or  omissions  of  fact  constitute Federal Criminal
Violations  (see  18  U.S.C.  1001).

                              GENERAL INSTRUCTIONS

1.  This  form  is  required by Rule 12b-25 of the General Rules and Regulations
under  the  Securities  Exchange  Act  of  1934.

2.  One  signed  original  and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington,  DC  20549,  in  accordance  with  Rule 0-3 of the General Rules and
Regulations  under  the Act. The information contained in or filed with the form
will  be  made  a  matter  of  public  record  in  the  Commission  files.

3. A manually signed copy of the form and amendments thereto shall be filed with
each  national  securities  exchange  on  which  any  class of securities of the
registrant  is  registered.

4.  Amendments  to  the notifications must also be filed on Form 12b-25 but need
not  restate  information  that has been correctly furnished.  The form shall be
clearly  identified  as  an  amended  notification.

5.  Electronic  Filers:  This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties.  Filers unable to
submit  a  report  within  the  time  period  prescribed  due to difficulties in
electronic  filing  should comply with either Rule 201 or Rule 202 of Regulation
S-T  or  apply  for  an  adjustment  in  filing  date  pursuant to Rule 13(b) of
Regulation  S-T.