UNITED STATES
                       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


Date of Report (Date of earliest event reported) November 15, 2004

                        AMERICAN LEISURE HOLDINGS, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)


           Nevada                 333-48312                   75-2877111
          -------                 ---------                   ----------
(State or other jurisdiction     (Commission                (IRS Employer
     of incorporation)            File Number)            Identification No.)


                Park 80 Plaza East, Saddle Brook, New Jersey  07663
              -----------------------------------------------------
              (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code (201) 226-2060


                                      N/A
                                      ---
                        (Former name or former address,
                          if changed since 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.

     During  the  period  from  November 16, 1004 to December 22, 2004, American
Leisure Holdings, Inc. (the "Company") received an aggregate of $1.25 million of
additional  financing from Stanford Venture Capital Holdings, Inc. ("Stanford").
The  additional  financing is to be used exclusively for the working capital for
Around  The  World  Travel,  Inc.  ("ATWT")  and  Hickory  Travel  Systems, Inc.
("Hickory").  In  connection with the additional financing, the Company, certain
subsidiaries  of  the  Company,  and  Stanford  agreed  to  enter  into  various
agreements  which collectively will provide for the following: 1) an increase in
the  aggregate  principal  amount that may be borrowed under a $3 Million Credit
Agreement from $3 million to $4.25 million; 2) an extension of the date by which
the Company has to file a registration statement to March 31, 2005, with respect
to  the $3 Million Credit Agreement, a $1 Million Credit Agreement, a $6 Million
Credit  Agreement,  and  Warrants  to  purchase  500,000 shares of the Company's
common  stock;  3)  an  assignment  by  the Company to Stanford of the Company's
security  interest  in the present and future accounts receivable of Hickory; 4)
the  removal  of  a  provision  from  the $1 Million Credit Agreement and the $6
Million  Credit Agreement requiring the Company and its co-borrowing subsidiary,
Caribbean  Leisure  Marketing Ltd. ("CLM"), to maintain an employed workforce of
ninety-six  (96)  people  at  the  call  center  in  Antigua  (the "Antigua Call
Center");  5)  an  extension of the date by which the Company has to acquire the
assets  of  ATWT  to December 31, 2004; and 6) an extension of the date by which
the  Company's  Board  of  Directors  must  consist of at least four (4) outside
directors  to  March 31, 2005. On December 30, 2004, the Company entered into an
Asset  Purchase  Agreement  to  acquire  the  assets of ATWT as disclosed in the
Company's  Form  8-K/A  filed  with  the  Commission  on  January  13,  2005.

     As  of  the  date  of  this  report,  the  closing  documents regarding the
additional  $1.25  million financing have not been executed. Malcolm Wright, the
Company's  Chief  Executive Officer, has issued a blanket guarantee for up to $6
million  in  favor  of  Stanford  (the  "Blanket Guarantee") which is secured by
845,000  shares of the Company's common stock issued to Mr. Wright. Stanford has
provided  the  Company  with  the  additional  $1.25 million financing under the
Blanket  Guarantee  until  the  closing  documents regarding the transaction are
executed.  The  filing  of  this  Form  8-K  was  delayed  due  to the Company's
anticipation  of  closing  the transaction. The Company expects that the closing
will  occur  in  January  2005.

     The  Company  agreed  to  enter into an additional $1.25 Million Promissory
Note  (the "$1.25 Million Note") that matures on September 30, 2005, and accrues
interest  at a rate of 8% per annum. As an inducement for Stanford to enter into
the $1.25 Million Note, the Company agreed to assign to Stanford its interest in
the present and future accounts receivable of Hickory. The amount owed under the
$1.25  Million Note may be converted into common stock of the Company at anytime
before  it  is  repaid  at the rate of one (1) share per $10.00 of the converted
loan  balance.

     The  Company  is obligated to repay, immediately, without notice or demand,
the  amount  by  which  the  aggregate outstanding principal amount of the $1.25
Million  Note together with accrued and unpaid interest exceeds a borrowing base
which is generally calculated as the lesser of $1,250,000, and 50% of the dollar
amount  of  Eligible Accounts minus such reserves as Stanford may establish from
time  to  time  in  its  discretion  (the  "Borrowing Base"). The term "Eligible
Accounts"  generally  means those accounts arising from the sale of inventory or
the  performance  of  services in the ordinary course of business of Hickory and
ATWT,  subject  to  set off for certain accounts including, but not limited to ,
past  due  accounts,  accounts  of  affiliates,  accounts  with respect to which
payment  is conditional, accounts that generate income from foreign sources, and
pre-billed  accounts.

<PAGE>

     The  Company  agreed  to change the exercise price from $5.00 to $0.001 per
share  on  warrants  held  by  Stanford  (and certain affiliates of Stanford) to
purchase  an aggregate of 100,000 shares of the Company's common stock. Stanford
(and  Stanford's  affiliates)  originally  received warrants to purchase 500,000
shares  of  the  Company's  common  stock  at  $5.00  per  share  as part of the
consideration  for  the  $3  Million  Credit Agreement and the $1 Million Credit
Agreement.  The exercise price of the warrants to purchase the remaining 400,000
shares  of  the  Company's  common  stock  will  remain  $5.00  per  share.

     On  December  1,  2004,  the  Company agreed to amend the $1 Million Credit
Agreement  which  matures on April 22, 2007, to increase the aggregate principal
amount  to  $1,355,000.  Interest will continue to be calculated at a rate of 8%
per  annum  computed on the basis of a year of 360 days and actual days elapsed.
The interest is payable quarterly in arrears through December 31, 2004, one lump
sum  payment  on  April  3, 2006 for the period beginning on January 1, 2005 and
ending  on  March  31,  2006,  and quarterly in arrears after April 1, 2006. The
payment of the principal amount of $1,355,000 with interest will be secured by a
stock  pledge,  pursuant  to which Castlechart Limited, a United Kingdom private
limited  company  ("CC"),  will  pledge  to  Stanford  all  of  the  issued  and
outstanding  stock  of  CLM.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     During  the period from November 16, 1004 to December 22, 2004, the Company
received an aggregate of $1.25 million of additional financing from Stanford. In
exchange  for  the  additional  financing,  the Company agreed to enter into the
$1.25 Million Note that matures on September 30, 2005, and accrues interest at a
rate  of 8% per annum, which interest is payable quarterly in arrears. The $1.25
Million  Note  is  in  addition  to  the  $3 Million Credit Agreement previously
entered  into  between  the  Company  and  Stanford in June 2004. The Company is
obligated  to  repay, immediately, without notice or demand, the amount by which
the  aggregate  outstanding  principal amount of the $1.25 Million Note together
with  accrued  and  unpaid  interest  exceeds  the  Borrowing  Base.

     Stanford  may declare the entire unpaid principal together with accrued and
unpaid  interest  immediately  due  and  payable  upon  Stanford's demand if the
Company  defaults on payment of principal or interest on the $1.25 Million Note;
otherwise  defaults  in any material respect in the observance or performance of
any  non-monetary  representation,  warranty, covenant or agreement in the $1.25
Million Note and does not cure such default within thirty (30) days; or defaults
on the $3 Million Credit Agreement (or any loan documents associated therewith),
the  $1  Million  Credit  Agreement,  or  the  $6  Million  Credit  Agreement.

     As  an  inducement  for  Stanford to enter into the $1.25 Million Note, the
Company  agreed  to assign to Stanford the Company's interest in the present and
future  accounts  receivable of Hickory. The amount owed under the $1.25 Million
Note  may  be converted into common stock of the Company at anytime before it is
repaid  at  the  rate  of  one  (1)  share per $10.00 of converted loan balance.

<PAGE>

     On  December  1,  2004,  the  Company agreed to amend the $1 Million Credit
Agreement  which  matures on April 22, 2007, to increase the aggregate principal
amount  to  $1,355,000.  Interest will continue to be calculated at a rate of 8%
per  annum  computed on the basis of a year of 360 days and actual days elapsed.
The interest is payable quarterly in arrears through December 31, 2004, one lump
sum  payment  on  April  3, 2006 for the period beginning on January 1, 2005 and
ending  on  March  31,  2006,  and quarterly in arrears after April 1, 2006. The
payment of the principal amount of $1,355,000 with interest will be secured by a
stock pledge, pursuant to which CC will pledge to Stanford all of the issued and
outstanding  stock  of  CLM.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)     Exhibits.

     The  Company will file conformed executed copies of the material definitive
agreements  related  to  the additional $1.25 million financing as exhibits to a
subsequent  filing  with  the  Commission.

                                   SIGNATURES

Pursuant  to  the  requirement  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.

January 13, 2005

/s/ Malcolm J. Wright
---------------------
Malcolm J. Wright
Chief Executive Officer

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 11195}]
{"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": "05528667"}, "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"}}
UNITED STATES
                       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

Date of Report (Date of earliest event reported) November 15, 2004

                        AMERICAN LEISURE HOLDINGS, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)

           Nevada                 333-48312                   75-2877111
          -------                 ---------                   ----------
(State or other jurisdiction     (Commission                (IRS Employer
     of incorporation)            File Number)            Identification No.)

                Park 80 Plaza East, Saddle Brook, New Jersey  07663
              -----------------------------------------------------
              (Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code (201) 226-2060

                                      N/A
                                      ---
                        (Former name or former address,
                          if changed since 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.

     During  the  period  from  November 16, 1004 to December 22, 2004, American
Leisure Holdings, Inc. (the "Company") received an aggregate of $1.25 million of
additional  financing from Stanford Venture Capital Holdings, Inc. ("Stanford").
The  additional  financing is to be used exclusively for the working capital for
Around  The  World  Travel,  Inc.  ("ATWT")  and  Hickory  Travel  Systems, Inc.
("Hickory").  In  connection with the additional financing, the Company, certain
subsidiaries  of  the  Company,  and  Stanford  agreed  to  enter  into  various
agreements  which collectively will provide for the following: 1) an increase in
the  aggregate  principal  amount that may be borrowed under a $3 Million Credit
Agreement from $3 million to $4.25 million; 2) an extension of the date by which
the Company has to file a registration statement to March 31, 2005, with respect
to  the $3 Million Credit Agreement, a $1 Million Credit Agreement, a $6 Million
Credit  Agreement,  and  Warrants  to  purchase  500,000 shares of the Company's
common  stock;  3)  an  assignment  by  the Company to Stanford of the Company's
security  interest  in the present and future accounts receivable of Hickory; 4)
the  removal  of  a  provision  from  the $1 Million Credit Agreement and the $6
Million  Credit Agreement requiring the Company and its co-borrowing subsidiary,
Caribbean  Leisure  Marketing Ltd. ("CLM"), to maintain an employed workforce of
ninety-six  (96)  people  at  the  call  center  in  Antigua  (the "Antigua Call
Center");  5)  an  extension of the date by which the Company has to acquire the
assets  of  ATWT  to December 31, 2004; and 6) an extension of the date by which
the  Company's  Board  of  Directors  must  consist of at least four (4) outside
directors  to  March 31, 2005. On December 30, 2004, the Company entered into an
Asset  Purchase  Agreement  to  acquire  the  assets of ATWT as disclosed in the
Company's  Form  8-K/A  filed  with  the  Commission  on  January  13,  2005.

     As  of  the  date  of  this  report,  the  closing  documents regarding the
additional  $1.25  million financing have not been executed. Malcolm Wright, the
Company's  Chief  Executive Officer, has issued a blanket guarantee for up to $6
million  in  favor  of  Stanford  (the  "Blanket Guarantee") which is secured by
845,000  shares of the Company's common stock issued to Mr. Wright. Stanford has
provided  the  Company  with  the  additional  $1.25 million financing under the
Blanket  Guarantee  until  the  closing  documents regarding the transaction are
executed.  The  filing  of  this  Form  8-K  was  delayed  due  to the Company's
anticipation  of  closing  the transaction. The Company expects that the closing
will  occur  in  January  2005.

     The  Company  agreed  to  enter into an additional $1.25 Million Promissory
Note  (the "$1.25 Million Note") that matures on September 30, 2005, and accrues
interest  at a rate of 8% per annum. As an inducement for Stanford to enter into
the $1.25 Million Note, the Company agreed to assign to Stanford its interest in
the present and future accounts receivable of Hickory. The amount owed under the
$1.25  Million Note may be converted into common stock of the Company at anytime
before  it  is  repaid  at the rate of one (1) share per $10.00 of the converted
loan  balance.

     The  Company  is obligated to repay, immediately, without notice or demand,
the  amount  by  which  the  aggregate outstanding principal amount of the $1.25
Million  Note together with accrued and unpaid interest exceeds a borrowing base
which is generally calculated as the lesser of $1,250,000, and 50% of the dollar
amount  of  Eligible Accounts minus such reserves as Stanford may establish from
time  to  time  in  its  discretion  (the  "Borrowing Base"). The term "Eligible
Accounts"  generally  means those accounts arising from the sale of inventory or
the  performance  of  services in the ordinary course of business of Hickory and
ATWT,  subject  to  set off for certain accounts including, but not limited to ,
past  due  accounts,  accounts  of  affiliates,  accounts  with respect to which
payment  is conditional, accounts that generate income from foreign sources, and
pre-billed  accounts.
The  Company  agreed  to change the exercise price from $5.00 to $0.001 per
share  on  warrants  held  by  Stanford  (and certain affiliates of Stanford) to
purchase  an aggregate of 100,000 shares of the Company's common stock. Stanford
(and  Stanford's  affiliates)  originally  received warrants to purchase 500,000
shares  of  the  Company's  common  stock  at  $5.00  per  share  as part of the
consideration  for  the  $3  Million  Credit Agreement and the $1 Million Credit
Agreement.  The exercise price of the warrants to purchase the remaining 400,000
shares  of  the  Company's  common  stock  will  remain  $5.00  per  share.

     On  December  1,  2004,  the  Company agreed to amend the $1 Million Credit
Agreement  which  matures on April 22, 2007, to increase the aggregate principal
amount  to  $1,355,000.  Interest will continue to be calculated at a rate of 8%
per  annum  computed on the basis of a year of 360 days and actual days elapsed.
The interest is payable quarterly in arrears through December 31, 2004, one lump
sum  payment  on  April  3, 2006 for the period beginning on January 1, 2005 and
ending  on  March  31,  2006,  and quarterly in arrears after April 1, 2006. The
payment of the principal amount of $1,355,000 with interest will be secured by a
stock  pledge,  pursuant  to which Castlechart Limited, a United Kingdom private
limited  company  ("CC"),  will  pledge  to  Stanford  all  of  the  issued  and
outstanding  stock  of  CLM.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     During  the period from November 16, 1004 to December 22, 2004, the Company
received an aggregate of $1.25 million of additional financing from Stanford. In
exchange  for  the  additional  financing,  the Company agreed to enter into the
$1.25 Million Note that matures on September 30, 2005, and accrues interest at a
rate  of 8% per annum, which interest is payable quarterly in arrears. The $1.25
Million  Note  is  in  addition  to  the  $3 Million Credit Agreement previously
entered  into  between  the  Company  and  Stanford in June 2004. The Company is
obligated  to  repay, immediately, without notice or demand, the amount by which
the  aggregate  outstanding  principal amount of the $1.25 Million Note together
with  accrued  and  unpaid  interest  exceeds  the  Borrowing  Base.

     Stanford  may declare the entire unpaid principal together with accrued and
unpaid  interest  immediately  due  and  payable  upon  Stanford's demand if the
Company  defaults on payment of principal or interest on the $1.25 Million Note;
otherwise  defaults  in any material respect in the observance or performance of
any  non-monetary  representation,  warranty, covenant or agreement in the $1.25
Million Note and does not cure such default within thirty (30) days; or defaults
on the $3 Million Credit Agreement (or any loan documents associated therewith),
the  $1  Million  Credit  Agreement,  or  the  $6  Million  Credit  Agreement.

     As  an  inducement  for  Stanford to enter into the $1.25 Million Note, the
Company  agreed  to assign to Stanford the Company's interest in the present and
future  accounts  receivable of Hickory. The amount owed under the $1.25 Million
Note  may  be converted into common stock of the Company at anytime before it is
repaid  at  the  rate  of  one  (1)  share per $10.00 of converted loan balance.
On  December  1,  2004,  the  Company agreed to amend the $1 Million Credit
Agreement  which  matures on April 22, 2007, to increase the aggregate principal
amount  to  $1,355,000.  Interest will continue to be calculated at a rate of 8%
per  annum  computed on the basis of a year of 360 days and actual days elapsed.
The interest is payable quarterly in arrears through December 31, 2004, one lump
sum  payment  on  April  3, 2006 for the period beginning on January 1, 2005 and
ending  on  March  31,  2006,  and quarterly in arrears after April 1, 2006. The
payment of the principal amount of $1,355,000 with interest will be secured by a
stock pledge, pursuant to which CC will pledge to Stanford all of the issued and
outstanding  stock  of  CLM.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c)     Exhibits.

     The  Company will file conformed executed copies of the material definitive
agreements  related  to  the additional $1.25 million financing as exhibits to a
subsequent  filing  with  the  Commission.

                                   SIGNATURES

Pursuant  to  the  requirement  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.

January 13, 2005

/s/ Malcolm J. Wright
---------------------
Malcolm J. Wright
Chief Executive Officer