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

                                  June 17, 2004
                ------------------------------------------------
                                 Date of Report


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

         Nevada                   333-48312                  75-2877111
------------------------    ---------------------   ----------------------------
(State of Incorporation)    (Commission File No.)   (IRS Tax Identification No.)


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


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



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ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

New Credit Facilities

         On June 17, 2004,  American  Leisure  Holdings,  Inc.  (the  "Company")
entered into two new credit  facilities with Stanford Venture Capital  Holdings,
Inc.   ("Stanford").   The  terms  of  these   facilities  and  certain  related
transactions are described below.

A.       $1,000,000 Credit Facility.

         The Company and Stanford have entered into a Credit  Agreement dated as
of June 17,  2004,  pursuant to which the Company has borrowed  $1,000,000  from
Stanford.

         The proceeds of the loan will be used by the Company to fund  operating
and related costs of the Company's customer service and marketing center located
in Antigua.  This facility is owned by Caribbean Leisure Marketing Ltd. ("CLM").
CLM is 100%  owned by  Castlechart  Limited,  which in turn is 100% owned by the
Company.

         The loan bears interest at 8% per annum,  payable quarterly in arrears.
All principal is due in one lump sum on April 27, 2007.

         The  loan  is  secured  by a lien on all  shares  of CLM and all of the
shares of Castlechart  Limited.  Both liens are  subordinated  to existing liens
previously granted to Stanford for an earlier loan.

         Under the credit  agreement,  the loan is  non-recourse  to the Company
except in certain limited circumstances.

         The loan is  convertible  by  Stanford  at any time into  shares of the
common stock of the Company, at a conversion price of $10.00 per share.

B.       $3,000,000 Credit Facility.

         The Company and Stanford have entered into a Credit  Agreement dated as
of June 17, 2004, pursuant to which the Company may borrow up to $3,000,000 from
Stanford.  To date, the Company has received $2,514,000,  and expects to receive
the remaining $486,000 in August 2004.

         The  proceeds  of the  loan  will be used by the Company to support the
Company's  proposed  acquisition  of Around The World  Travel,  Inc.  and to pay
expenses of the  Company's  travel  division.  Certain of the  company's  travel
division subsidiaries are co-borrowers.

         The loan bears interest at 8% per annum,  payable quarterly in arrears.
The principal balance is due in one lump sum on April 27, 2007.

         The loan is secured by the following:


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                  (i) A lien on the  stock  owned by the  Company  in all of the
                  co-borrowers except the Corporation;

                  (ii) a collateral  assignment of the Company's  rights under a
                  certain Option Agreement dated as of May 17, 2004, under which
                  the  Company  has the right to acquire  all of the  membership
                  interests in Around The World Holdings, LLC. This company owns
                  a majority of the outstanding common stock of AWT.

                  (iii) a collateral assignment of certain notes payable made by
                  AWT which are held by the Company.  These notes evidence loans
                  in the outstanding  principal  amount of $19,200,000,  and are
                  secured by a first priority lien on  substantially  all of the
                  assets of AWT.

                  (iv) all of the  other  assets,  property  and  rights  of the
                  Company's active travel division subsidiaries  other  than CLM
                  and Castlechart.

         The loan is  convertible  at the  option of  Stanford  at any time into
shares of the Company's common stock, at a conversion price of $10.00 per share.

C. Amendment of the Designation of the Series C Preferred Stock Terms

         In connection  with the new credit  facilities,  the Company,  with the
consent of the holders of more than 75% of the issued and  outstanding  Series C
Preferred Stock,  amended the terms of the Company's Series C Preferred Stock to
eliminate any obligation of the Company to redeem the Series C Preferred  Stock.
Stanford holds approximately 82% of the Series C shares.

D.       Modification of Certain Existing Warrants

         In connection  with the new credit  facilities,  the Company  agreed to
modify the terms of certain warrants  previously  issued to Stanford and certain
individuals  affiliated  with  Stanford.  These  warrants,  which were issued in
December  2003,  entitled  the  holders  to  purchase  1,350,000  shares  of the
Company's common stock at an exercise price of $2.96 per share.  Under the terms
of the amendment, the Company agreed to reduce the exercise price of warrants to
$.001 per share. No other terms of these existing warrants were changed.

E.       Issuance of New Warrants

         As additional consideration for the new credit facilities,  the Company
issued  warrants to purchase common stock of the Company to Stanford and certain
of its affiliates.  These warrants allow the holders to purchase  500,000 shares
at an exercise price of $5.00 per share. These warrants have a five year term.

F.       Grant of Registration Rights


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         In conjunction with the new credit facilities, the Company and Stanford
entered  into a  Registration  Rights  Agreement  pursuant  to which the Company
agreed to register the shares  issuable to Stanford and its affiliates  upon the
conversion of the loans under the new credit facilities.  The Company has agreed
to file a  registration  statement  for this  purpose  with the  Securities  and
Exchange  Commission  on or before  August 15,  2004.  The Company is  currently
seeking to modify this agreement to extend the date for filing the  registration
statement until November 2004.

G.       Management Agreement with AWT.

         The Company  has made an  agreement  with AWT,  d/b/a  TraveLeaders  to
manage the growth and expansion of its travel division.  AWT will have access to
the services of the Company's  travel  subsidiaries'  staff and  resources.  Its
duties  include  recommendations  for  structural  change  within the  division,
candidates  for  acquisition  by the  Company  for the travel  division  and the
integration  of the  existing  subsidiaries  into a cohesive  and  cutting  edge
services and distribution enterprise.

H.       Press Release.

         On August 3, 2003, the Company  issued a press release  relating to the
new credit  facilities.  A copy of the press  release is  attached as an Exhibit
99.1.


I. Letter to Shareholders and Creditors of AWT.

         On August 3, 2003, the Company issued a letter to the shareholders  and
creditors of AWT regarding the Company's plans for AWT. A copy of this letter is
attached as Exhibit 99.2.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                  (a) Financial Statements: none
                  (c) Exhibits:

Exhibit No.       Description
-----------       -----------

3.1               Amended and Restated  Certificate of Designation of Series and
                  Determination  of Rights and Preferences of Series C Preferred
                  Stock

10.1              Credit  Agreement dated as of June 17, 2004 by and between the
                  Company and Stanford  Venture Capital Holding Inc. and related
                  $1,000,000 Note

10.2              Credit  Agreement dated as of June 17, 2004 by and between the
                  Company and Stanford  Venture Capital Holding Inc. and related
                  $3,000,000 Note


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10.3              Instrument  of  Re-Pricing  dated as of June  17,  2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.

10.4              Warrant  Purchase  Agreement  dated as of June 17, 2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.

10.5              Registration Rights Agreement dated as of June 17, 2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.


99.1              Press Release dated August 3, 2004

99.2              Letter   dated   August  3,  2004  from  the  Company  to  the
                  Shareholders and Creditors of AWT


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.

Dated:   August 3, 2004

AMERICAN LEISURE HOLDINGS, INC.


l/s L. William Chiles
----------------------
L. William Chiles
Chairman of the Board


l/s Malcolm J. Wright
----------------------
Malcolm J. Wright
Chief Financial Officer


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                                  EXHIBIT INDEX


EXHIBIT NUMBER                              EXHIBIT
--------------                              -------

     3.1          Amended and Restated  Certificate of Designation of Series and
                  Determination  of Rights and Preferences of Series C Preferred
                  Stock

     10.1         Credit  Agreement dated as of June 17, 2004 by and between the
                  Company and Stanford  Venture Capital Holding Inc. and related
                  $1,000,000 Note

     10.2         Credit  Agreement dated as of June 17, 2004 by and between the
                  Company and Stanford  Venture Capital Holding Inc. and related
                  $3,000,000 Note

     10.3         Instrument  of  Re-Pricing  dated as of June  17,  2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.

     10.4         Warrant  Purchase  Agreement  dated as of June 17, 2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.

     10.5         Registration Rights Agreement dated as of June 17, 2004 by and
                  between the Company and Stanford Venture Capital Holding Inc.

     99.1         Press Release dated August 3, 2004

     99.2         Letter   dated   August  3,  2004  from  the  Company  to  the
                  Shareholders and Creditors of AWT


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