SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                                  December 30, 2004
                                  -----------------
                   Date of Report (Date of Earliest Event Reported)

                           AMERICAN LEISURE HOLDINGS, INC.

        Nevada                   333-48312                75-2877111
------------------------     -----------------     ---------------------------
(State of Incorporation)     (Commission File      (IRS Identification Number)
                                   Number)

 Park 80 Plaza East, Saddle Brook, NJ                         07663
------------------------------------------          --------------------------
(Address of Principal Executive Offices)                   (Zip Code)

                                 (210) 843-0820
                         ------------------------------
                          (Registrant's Telephone No.)

The name and address of the registrant has not changed since the date of the
last report.

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR  230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR  240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  rule  14d-2(b) under the
     Exchange  Act  17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule 13e.4 (c) under the
     Exchange  Act  (17  CFR  240.13e-4(c))

<PAGE>

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  December  30,  2004,  American  Leisure Holdings, Inc. (the "Company"),
American  Leisure  Equities  Corporation  (the "Purchaser") and Around The World
Travel,  Inc.  (the  "Seller" or "AWT") entered into an Asset Purchase Agreement
(the  "Purchase  Agreement"),  pursuant  to  which  the  Seller  agreed  to sell
substantially  all  of  its  assets  to  the  Purchaser.  The  transaction  was
consummated effective as of 11:59 p.m. on December 31, 2004.  The Purchaser is a
newly  organized  wholly  owned  subsidiary of the Company.  The Seller has been
engaged  in  the  business  of  providing  a variety of travel services to third
parties  under  the  name  TraveLeaders  (the  "Business").

Under  the terms of the Purchase Agreement, the Seller conveyed to the Purchaser
all of the assets necessary to operate the Business, including substantially all
of  the  Seller's  tangible  and  intangible  assets.

The purchase price for the assets transferred under the Purchase Agreement is an
amount  equal  to  the fair value of the Business (calculated on a going concern
basis),  plus $1,500,000, but in no event more than $29,000,000.  The fair value
will  be established pursuant to a valuation to be obtained from an unaffiliated
investment  banking  firm.

The  Purchaser  will pay the purchase price on or before June 30, 2005 through a
combination of 1) the assumption of certain liabilities of the Seller, including
but  not  limited  to  normal  operating  liabilities estimated at $2 million, a
federal  tax  liability  of  approximately  $1.5  million,  office and equipment
leases,  and  certain  litigation matters which include the lawsuits against AWT
filed  by Seamless Technologies, Inc. and Peter Hairston previously disclosed in
the  Company's  Form  10-QSB/A filed with the Commission on December 8, 2004; 2)
the  reduction  of certain amounts owed by the Seller to the Company; and 3) the
issuance  of shares by the Company of newly authorized Series F Preferred Stock.
Pursuant  to  the  terms of the Purchase Agreement, the Seller and the Purchaser
will  enter  into a Management Agreement, under which the Seller will manage the
Business  on  behalf  of  the  Purchaser.  Pursuant to the terms of the Purchase
Agreement,  the  Seller  and  the Purchaser will enter into a License Agreement,
under  which  the Purchaser will grant the Seller a non-exclusive license to use
certain  trade  names  and  related intellectual property in connection with the
performance  with  its  duties  under  the  Management  Agreement.  The  License
Agreement  will  expire  simultaneously  with  the  Management Agreement. It was
contemplated  that  the  Seller  and  Purchaser  would enter into the Management
Agreement  and  the  License  Agreement  (collectively,  the  "Agreements")
contemporaneously  with  the  Purchase Agreement; however, they have not entered
into  the  Agreements  as  of  the  filing  of  this  report.

     Prior to the Purchase Agreement, the Company had acquired the following: 1)
senior  secured  notes  of  AWT  in  the total amount of $22,600,000, subject to
$5,000,000  of  liabilities  (the  "Galileo  Loans"),  in  exchange  for 340,000
restricted shares of the Company's common stock;  2)  907,877 shares of Series A
Preferred  Stock  of  AWT  (constituting  approximately  51%  of  the issued and
outstanding  shares  of  such  preferred stock) in exchange for 24,101 shares of
newly  designated  Series  E  Convertible  Preferred  Stock of the Company and a
promissory  note in the principal amount of $1,698,340; 3) an option to purchase
Around  The  World Holdings, LLC, which owns approximately 62% of the issued and
outstanding  common  stock  of AWT; 4) approximately 5% of the minority interest
common  and preferred stock of AWT; and 5) options to purchase approximately 27%
of  the  common  stock  and 42% of the preferred  stock  of  AWT from minority
shareholders of AWT.

<PAGE>

ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On  December 31, 2004, the Company acquired substantially all of the assets
of  Around  the  World  Travel,  Inc.,  as  more  fully  described in Item 1.01.

ITEM  3.03     MATERIAL  MODIFICATION  TO  RIGHTS  OF  SECURITY  HOLDERS

     On  December  30,  2004,  the Company's Board of Directors authorized a new
class  of preferred stock of the Company designated as Series F Preferred Stock.
A  total  of  150,000  shares  were  authorized  in this new class. The Series F
Preferred Stock will have a par value of $0.01 per share, a liquidation value of
$100.00  per  share  and  will be convertible at the option of the holder into a
maximum  of  two shares of the Company's common stock for each share of Series F
Preferred  Stock. The Series F Preferred Stock will carry a cumulative preferred
dividend  of  one  dollar  ($1.00)  per  share  per  year.

     On  December  30,  2004,  in  conjunction  with the Purchase Agreement, the
Company  made a commitment to issue an undetermined number of shares of Series F
Preferred  Stock  to Around The World Travel, Inc., as part of the consideration
for the assets acquired by the Purchaser pursuant to the Purchase Agreement. The
number  of  shares  of Series F Preferred Stock to be issued will be established
once  the  final  purchase  price  is  determined  pursuant  to the terms of the
Purchase  Agreement.,  as  more  fully  described  in  Item  1.01.

     The  Company  must  file a Certificate of Designation of Series F Preferred
Stock  with  the  Nevada  Secretary  of  State before it can issue any shares of
Series  F  Preferred  Stock.  The  Company  plans  to  file  such Certificate of
Designation  in  a  form  substantially  similar  to  the  attached Exhibit 3.1.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  Financial  Statements  of  Business  Acquired
          ---------------------------------------------

     The  required financial statements of Around The World Travel, Inc. are not
included  in  this  Form  8-K. These financial statements will be provided in an
amendment  to  this  Form  8-K.

     (b)  Pro  Forma  Financial  Information
          ----------------------------------

     The  required proforma financial information relative to the acquisition of
the  assets  of  Around the World Travel, Inc. is not included in this Form 8-K.
The  pro  forma  financial  information will be provided in an amendment to this
Form  8-K.

<PAGE>

     (c)  Exhibits:
          --------

     3.1  Certificate  of  Designation  of  Series  F  Preferred  Stock
     10.1 Asset  Purchase  Agreement

     The Company will file conformed executed copies of the Management Agreement
and the License Agreement as exhibits to a subsequent filing with the Commission

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Securities  Exchange  Act of 1934, the
registrant  has caused this report to be signed on its behalf by the undersigned
hereunto  duly  authorized.

     American  Leisure  Holdings,  Inc.

     By:  /s/  Malcolm  J.  Wright
          ------------------------
     Malcolm  J.  Wright,  Chief  Executive  Officer

Dated:  January  6,  2005

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 9176}]
{"company-data": {"conformed-name": "AMERICAN LEISURE HOLDINGS INC", "cik": "0001124197", "assigned-sic": "7389", "irs-number": "752877111", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-48312", "film-number": "05516529"}, "business-address": {"street1": "PARK 80 PLAZA EAST", "street2": "NONE", "city": "SADDLEBROOK", "state": "NJ", "zip": "07663", "phone": "2012262060"}, "mail-address": {"street1": "PARK 80 PLAZA EAST", "street2": "NONE", "city": "SADDLEBROOK", "state": "NJ", "zip": "07663"}, "former-company": {"former-conformed-name": "FREEWILLPC COM INC", "date-changed": "20000920"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                                  December 30, 2004
                                  -----------------
                   Date of Report (Date of Earliest Event Reported)

                           AMERICAN LEISURE HOLDINGS, INC.

        Nevada                   333-48312                75-2877111
------------------------     -----------------     ---------------------------
(State of Incorporation)     (Commission File      (IRS Identification Number)
                                   Number)

 Park 80 Plaza East, Saddle Brook, NJ                         07663
------------------------------------------          --------------------------
(Address of Principal Executive Offices)                   (Zip Code)

                                 (210) 843-0820
                         ------------------------------
                          (Registrant's Telephone No.)

The name and address of the registrant has not changed since the date of the
last report.

Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR  230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR  240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  rule  14d-2(b) under the
     Exchange  Act  17  CFR  240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule 13e.4 (c) under the
     Exchange  Act  (17  CFR  240.13e-4(c))
ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  December  30,  2004,  American  Leisure Holdings, Inc. (the "Company"),
American  Leisure  Equities  Corporation  (the "Purchaser") and Around The World
Travel,  Inc.  (the  "Seller" or "AWT") entered into an Asset Purchase Agreement
(the  "Purchase  Agreement"),  pursuant  to  which  the  Seller  agreed  to sell
substantially  all  of  its  assets  to  the  Purchaser.  The  transaction  was
consummated effective as of 11:59 p.m. on December 31, 2004.  The Purchaser is a
newly  organized  wholly  owned  subsidiary of the Company.  The Seller has been
engaged  in  the  business  of  providing  a variety of travel services to third
parties  under  the  name  TraveLeaders  (the  "Business").

Under  the terms of the Purchase Agreement, the Seller conveyed to the Purchaser
all of the assets necessary to operate the Business, including substantially all
of  the  Seller's  tangible  and  intangible  assets.

The purchase price for the assets transferred under the Purchase Agreement is an
amount  equal  to  the fair value of the Business (calculated on a going concern
basis),  plus $1,500,000, but in no event more than $29,000,000.  The fair value
will  be established pursuant to a valuation to be obtained from an unaffiliated
investment  banking  firm.

The  Purchaser  will pay the purchase price on or before June 30, 2005 through a
combination of 1) the assumption of certain liabilities of the Seller, including
but  not  limited  to  normal  operating  liabilities estimated at $2 million, a
federal  tax  liability  of  approximately  $1.5  million,  office and equipment
leases,  and  certain  litigation matters which include the lawsuits against AWT
filed  by Seamless Technologies, Inc. and Peter Hairston previously disclosed in
the  Company's  Form  10-QSB/A filed with the Commission on December 8, 2004; 2)
the  reduction  of certain amounts owed by the Seller to the Company; and 3) the
issuance  of shares by the Company of newly authorized Series F Preferred Stock.
Pursuant  to  the  terms of the Purchase Agreement, the Seller and the Purchaser
will  enter  into a Management Agreement, under which the Seller will manage the
Business  on  behalf  of  the  Purchaser.  Pursuant to the terms of the Purchase
Agreement,  the  Seller  and  the Purchaser will enter into a License Agreement,
under  which  the Purchaser will grant the Seller a non-exclusive license to use
certain  trade  names  and  related intellectual property in connection with the
performance  with  its  duties  under  the  Management  Agreement.  The  License
Agreement  will  expire  simultaneously  with  the  Management Agreement. It was
contemplated  that  the  Seller  and  Purchaser  would enter into the Management
Agreement  and  the  License  Agreement  (collectively,  the  "Agreements")
contemporaneously  with  the  Purchase Agreement; however, they have not entered
into  the  Agreements  as  of  the  filing  of  this  report.

     Prior to the Purchase Agreement, the Company had acquired the following: 1)
senior  secured  notes  of  AWT  in  the total amount of $22,600,000, subject to
$5,000,000  of  liabilities  (the  "Galileo  Loans"),  in  exchange  for 340,000
restricted shares of the Company's common stock;  2)  907,877 shares of Series A
Preferred  Stock  of  AWT  (constituting  approximately  51%  of  the issued and
outstanding  shares  of  such  preferred stock) in exchange for 24,101 shares of
newly  designated  Series  E  Convertible  Preferred  Stock of the Company and a
promissory  note in the principal amount of $1,698,340; 3) an option to purchase
Around  The  World Holdings, LLC, which owns approximately 62% of the issued and
outstanding  common  stock  of AWT; 4) approximately 5% of the minority interest
common  and preferred stock of AWT; and 5) options to purchase approximately 27%
of  the  common  stock  and 42% of the preferred  stock  of  AWT from minority
shareholders of AWT.
ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On  December 31, 2004, the Company acquired substantially all of the assets
of  Around  the  World  Travel,  Inc.,  as  more  fully  described in Item 1.01.

ITEM  3.03     MATERIAL  MODIFICATION  TO  RIGHTS  OF  SECURITY  HOLDERS

     On  December  30,  2004,  the Company's Board of Directors authorized a new
class  of preferred stock of the Company designated as Series F Preferred Stock.
A  total  of  150,000  shares  were  authorized  in this new class. The Series F
Preferred Stock will have a par value of $0.01 per share, a liquidation value of
$100.00  per  share  and  will be convertible at the option of the holder into a
maximum  of  two shares of the Company's common stock for each share of Series F
Preferred  Stock. The Series F Preferred Stock will carry a cumulative preferred
dividend  of  one  dollar  ($1.00)  per  share  per  year.

     On  December  30,  2004,  in  conjunction  with the Purchase Agreement, the
Company  made a commitment to issue an undetermined number of shares of Series F
Preferred  Stock  to Around The World Travel, Inc., as part of the consideration
for the assets acquired by the Purchaser pursuant to the Purchase Agreement. The
number  of  shares  of Series F Preferred Stock to be issued will be established
once  the  final  purchase  price  is  determined  pursuant  to the terms of the
Purchase  Agreement.,  as  more  fully  described  in  Item  1.01.

     The  Company  must  file a Certificate of Designation of Series F Preferred
Stock  with  the  Nevada  Secretary  of  State before it can issue any shares of
Series  F  Preferred  Stock.  The  Company  plans  to  file  such Certificate of
Designation  in  a  form  substantially  similar  to  the  attached Exhibit 3.1.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS

     (a)  Financial  Statements  of  Business  Acquired
          ---------------------------------------------

     The  required financial statements of Around The World Travel, Inc. are not
included  in  this  Form  8-K. These financial statements will be provided in an
amendment  to  this  Form  8-K.

     (b)  Pro  Forma  Financial  Information
          ----------------------------------

     The  required proforma financial information relative to the acquisition of
the  assets  of  Around the World Travel, Inc. is not included in this Form 8-K.
The  pro  forma  financial  information will be provided in an amendment to this
Form  8-K.
(c)  Exhibits:
          --------

     3.1  Certificate  of  Designation  of  Series  F  Preferred  Stock
     10.1 Asset  Purchase  Agreement

     The Company will file conformed executed copies of the Management Agreement
and the License Agreement as exhibits to a subsequent filing with the Commission

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Securities  Exchange  Act of 1934, the
registrant  has caused this report to be signed on its behalf by the undersigned
hereunto  duly  authorized.

     American  Leisure  Holdings,  Inc.

     By:  /s/  Malcolm  J.  Wright
          ------------------------
     Malcolm  J.  Wright,  Chief  Executive  Officer

Dated:  January  6,  2005