U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
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. formerly FreewillPC.com
(Exact name of registrant as specified in its charter)
Nevada 75-2877111
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number.)
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)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirement for the past 90 days.
YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Registrant had $24,082 in gross revenues for the year ended December
31, 2002.
The aggregate market value of the Registrant's voting stock that was held by
non-affiliates of the Registrant on May 21, 2003 was $1,327,796 based on the
average bid and asked price of the Registrant's common stock on such date as
reported on the Over the Counter Bulletin Board.
As of May 21, 2003, there were 6,638,983 shares of the registrant's common stock
outstanding.
FORM 10-KSB DECEMBER 31, 2002
CERTIFICATIONS
I, L. William Chiles, Chief Executive Officer of American Leisure Holdings,
Inc., hereby certify that:
1. I have reviewed the annual report on Form 10-KSB of American Leisure
Holdings, Inc.;
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which the annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
the annual report (the "Evaluation Date"); and
c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls;
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
/s/ L. William Chiles
----------------------------
L. William Chiles
Chief Executive Officer
I, Malcolm J. Wright, Chief Financial Officer of American Leisure Holdings,
Inc., hereby certify that:
1. I have reviewed the annual report on Form 10-KSB of American Leisure
Holdings, Inc.;
2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which the annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: June 16, 2003
/s/ Malcolm J. Wright
---------------------------
Malcolm J. Wright
Chief Financial Officer
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:
* the Company's Annual Report on Form 10-KSB for the year 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
* 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.
This certification accompanies the Report on Form 10-KSB pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by the Act, be deemed filed by the Company for purposes of Section 180 of the
Securities Exchange Act of 1934, as amended.
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:
* the Company's Annual Report on Form 10-KSB for the year ended December 31,
2002, 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
* 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.
This certification accompanies this Report on Form 10-KSB pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Act, be deemed filed by the Company for purposes of Section 180
of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AMERICAN LEISURE HOLDINGS, INC.
-------------------------------
Registrant
Date: June 16, 2003
/s/ L. William Chiles
----------------------------
L. William Chiles
Chief Executive Officer
Date: June 16, 2003
/s/ Malcolm J. Wright
---------------------------
Malcolm J. Wright
Chief Financial Officer