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) March 7, 2005
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Park 80 Plaza East, Saddle Brook, NJ 07663
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (201) 226-2060
N/A
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(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 (see General Instruction A.2. below):
[ ] 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 February 3, 2005, the Registrant's subsidiary, Advantage Professional
Management Group, Inc. (the "Subsidiary"), entered into an Agreement with
Thirteen Davenport, LLC of Miami, Florida to sell approximately 13.67 acres of
unimproved land located in Davenport, Florida. The contract sales price was
$4,020,000, of which the Subsidiary received approximately $2,730,000 in net
proceeds. The Subsidiary had been holding the land for future commercial
development. The Subsidiary had entered into previous agreements to sell the
land with the ultimate purchaser. All of the previous agreements were
terminated by the buyers. As a result of such terminations, the Registrant did
not consider the agreement which the Subsidiary entered into on February 3,
2005, to be a definitive agreement. The transaction closed on March 7, 2005,
which date the Registrant is using as the date of the earliest event reported in
this Form 8-K. The Subsidiary had previously entered into an agreement with a
company to sell a portion of the land, which agreement the Subsidiary assigned
to Thirteen Davenport, LLC in connection with the sale. Prior to the
assignment, the Subsidiary and the company amended the agreement on March 3,
2005, regarding certain rights previously conveyed by the Subsidiary to a
third-party to erect a sub-division sign on the land covered by the agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Second Re-Instatement and Second Amendment to Contract
10.2 Purchase Agreement with Paradise Development Group, Inc.
10.3 First Amendment to Purchase Agreement
10.4 Assignment of Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN LEISURE HOLDINGS, INC.
By: /s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Officer
Dated: March 14, 2005