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): December 27, 2005

                        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.)


                    2462 Sand Lake Road, Orlando, FL, 32809
                 -----------------------------------------------
               (Address of principal executive offices)(Zip Code)


       Registrant's telephone number, including area code (407) 251-2240


                                      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 (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))

     This  Report  on  Form  8-K has been filed by the Registrant more than four
(4)  days  after  the earliest event on which it reports (December 27, 2005) due
to the fact that  the  Registrant was delayed in finalizing certain documents in
connection  with  the  Registrant's  entry  into  certain  material  definitive
agreements  disclosed  below.



ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


BACKGROUND
----------

     On  December 29, 2005, certain affiliates of American Leisure Holdings Inc.
(the  "Company")  established  two new credit facilities with Key Bank, National
Association  ("KeyBank").  These  facilities  consist of a $40,000,000 revolving
construction loan and a $14,850,000 term loan.  They are intended to finance the
development  of  a portion of Sonesta Orlando Resort at Tierra del Sol ("Sonesta
Resort"),  a  planned  972  luxury  town  home  and  condominium  unit  property
located  in  the Orlando,  Florida  theme  park  area.  The Company reported the
establishment  of these credit facilities in its Report on Form 8-K/A filed with
the  Commission  on  January  12,  2006.

     To  facilitate the financing for the Sonesta Resort, the Company has formed
two  limited  partnerships, which will develop Phase 1 and Phase 2 of the Resort
(the "Development Partnerships").

RELEASE OF LIEN BY STANFORD VENTURE CAPITAL HOLDINGS, INC.
----------------------------------------------------------

     At  the time of the establishment of the new credit facilities, the Company
arranged for Stanford Venture Capital Holdings, Inc. ("Stanford") to release its
existing mortgage lien on the Sonesta Resort property. In consideration for this
release,  the Development Partnerships granted Stanford warrants to acquire a 2%
interest  in  each  Development  Partnership  at  a  nominal exercise price. The
Company  also  granted  Stanford the right to exchange any distributions that it
might  receive on account of these interests into shares of the Company's Series
E preferred stock at a price of $15.00 per share.

     The principal limited partner of each Development Partnership is Tierra Del
Sol  Resort,  Inc.,  a subsidiary of the Company, which owns a 99.9% interest in
each  Development  Partnership.  The  Company owns 81% of Tierra Del Sol Resort,
Inc.

CREDIT  FACILITY  FROM  STANFORD  INTERNATIONAL  BANK  LIMITED
--------------------------------------------------------------

     On  December  29, 2005, Stanford International Bank, Ltd. ("SIBL") provided
Tierra  Del  Sol  Resort,  Inc.  with  financial  assistance  to  facilitate the
establishment  of the new credit facility with KeyBank. The financial assistance
consisted  of  a  loan  to  Tierra Del Sol Resort, Inc. of $2,100,000 (the "SIBL
Tierra  Del  Sol  Loan"), and the establishment of letters of credit in favor of
KeyBank in the amount of $4,000,000 and $2,000,000 respectively (the "Letters of
Credit").  The  financial  assistance provided by SIBL was evidenced by a Credit
Agreement  dated  as  of  December 29, 2005 between SIBL, Tierra Del Sol Resort,
Inc. and the Company (the "SIBL Credit Agreement").

     Tierra  Del  Sol  Resort, Inc. utilized the proceeds of the SIBL Tierra Del
Sol  Loan to make a capital contribution to the Phase 1 Development Partnership,
which  in  turn  pledged this amount to KeyBank as additional collateral for the



$40,000,000  revolving  construction  loan.  SIBL  is  an  affiliate of Stanford
Venture  Capital  Holdings  Inc. Tierra Del Sol Resort, Inc. used the Letters of
Credit  in  lieu  of  cash to complete its equity requirements under the Phase 1
Construction Loan Agreement.

     The  SIBL  Tierra  Del Sol Loan has a 2-year term, with an initial interest
rate  of  12%  per annum. The Letters of Credit are in the amounts of $4,000,000
and  $2,000,000, with terms of 24 months and 12 months, respectively. Tierra Del
Sol  Resort,  Inc.  is  obligated to pay a monthly fee for each letter of credit
equal  to  1%  of  the face amount of such letter of credit. Upon release of the
letters  of  credit  and  upon  either  the  payment  of the note in full or the
maturity  of the loan from KeyBank, Tierra Del Sol Resort, Inc. is also required
to  pay  a  minimum  fee equal to 3%. After six months, this fee increases by 1%
each  month  until the letters of credit are released. Any unpaid amounts on the
SIBL  Tierra  Del Sol Loan or Letters of Credit bear interest at the rate of 12%
per year.

     The  obligations  of  Tierra  Del  Sol  Resort,  Inc. under the SIBL credit
facility  (the  "Stanford  Credit  Facility") were guaranteed by the Company and
Malcolm  Wright,  along  with  other  third  party  entities,  which third party
entities  are  beneficially owned by Roger Maddock, a significant shareholder of
the  Company,  pursuant  to  an  Irrevocable  and  Unconditional Guaranty. These
obligations  were  also  secured  by  a  first mortgage lien on a parcel of real
property owned by the third party entities. The consideration paid for the third
party  entities'  guarantees  was  consistent  with  the existing debt guarantor
agreement  issued  by  the  Company for its executives. The third party entities
will  receive and share in a guarantee fee equal to 3% of the amount guaranteed.
The  third  party  entities,  by  virtue  of pledging collateral for a debt that
benefits  the  Company, will also receive a collateral pledge fee equal to 2% of
the  amount  guaranteed.  The  Company  will  pay  this fee through the grant of
405,000 warrants to the third party entities to purchase shares of the Company's
common stock at an exercise price of $1.02 per share. These warrants will expire
5 years from the expiration date of the guarantees.

     In  consideration  of  Mr.  Wright's guarantee, and pursuant to an existing
agreement  between  Mr.  Wright  and the Company, Mr. Wright will earn a fee for
such guarantee equal to three percent (3%) of the amount guaranteed. The Company
will  pay  this  fee  through  the  grant  of  243,000 warrants to Mr. Wright to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share.  These  warrants  will  expire  5  years  from the expiration date of the
guarantee.

     Tierra  Del  Sol  Resort, Inc. has pledged its partnership interests in the
Development Partnerships to Stanford as additional collateral for this facility.
Following  an  event  of default as defined under the Credit Agreement, Stanford
has  the right for thirty (30) days following such event of default, directly or
through  its affiliates, to purchase any unsold units in the Sonesta Resort at a
price  equal  to  the  developer's  cost,  but  only  to the extent permitted by
KeyBank.

     The  Company's relationship with Stanford includes the requirement that the
Company  utilize  services  provided  by  US  Funding Corporation, an investment
banking  firm.  US  Funding  Corporation  earned  an  administration  fee  of
approximately one half of one percent of the financing provided by Stanford.



     As additional consideration for the loan, the Company granted SIBL warrants
to  purchase  308,000  shares  at an exercise price of $5.00 per share of common
stock and warrants to purchase 154,000 shares at an exercise price of $0.001 per
shareThe  warrants  expire  5  years  from  issuance.  The  warrants  contain
anti-dilution  provisions,  including  a provision which requires the Company to
issue  additional  shares  under the warrants if the Company issues or sells any
common  stock  at  less  than  $1.02  per  share, or grants, issues or sells any
options  or  warrants  for  shares of the Company's common stock to convert into
shares of the Company's common stock at less than $1.02 per share.

     In  connection  with  the warrants, the Company and Stanford entered into a
Registration  Rights  Agreement (the "Registration Rights Agreement"). Under the
Registration  Rights  Agreement,  the  Company  agreed  to  prepare  and  file a
Registration  Statement with the SEC covering the shares underlying the warrants
within  180  days  of  notice  from  SIBL  of  their  demand  that  we file such
Registration  Statement  and  to  use  the  Company's  best  efforts  to  obtain
effectiveness  of such Registration Statement as soon as practicable thereafter.
In  the  event  the Company does not file a Registration Statement in connection
with  the  shares issuable in connection with the exercise of the warrants after
180  days  notice  from  the  warrant  holders,  the Company agreed to issue the
warrant  holders  as  liquidated damages, warrants to purchase 10% of the shares
issuable in connection with the warrants, under the same terms and conditions as
the  warrants, upon such default and for every consecutive quarter in which such
default is occurring.

                REEDY CREEK ACQUISITION COMPANY, LLC TRANSACTIONS
                -------------------------------------------------

Background
----------

     In  July  2005,  the  Company  and Stanford Financial Group Company ("SFG")
formed a new limited liability company named Reedy Creek Acquisition Company LLC
("Reedy  Creek  Acquisition  Company")  for the purpose of acquiring a parcel of
approximately 40 acres located adjacent to the Animal Kingdom Theme Park at Walt
Disney World, in Orlando, Florida (the "Reedy Creek Property").  The Reedy Creek
Property is described in greater detail below under "Development Plans for Reedy
Creek  Property."

     Reedy  Creek  Acquisition Company acquired the Reedy Creek Property in July
2005  for a purchase price of $12,400,000.  Reedy Creek Acquisition Company paid
$8,000,000  of  the  purchase  price  in  cash  and  paid the $4,400,000 balance
pursuant  to  the  terms of a promissory note issued to the sellers secured by a
first  mortgage  lien on the Reedy Creek Property.  At the time of the purchase,
Reedy  Creek Acquisition Company obtained a $7,150,000 loan from SIBL (the "SIBL
Reedy  Creek  Loan"),  secured  by  a  second mortgage lien on the property. The
proceeds  of this loan were used to pay part of the cash portion of the purchase
price and for closing costs associated with the closing. The Company contributed
the  remainder  of  the  purchase  price.

     SFG  and  SIBL  are affiliates of Stanford Venture Capital Holdings Inc., a
significant  shareholder  of  the  Company.



     At  the  time  of  the acquisition of the Reedy Creek Property, Reedy Creek
Acquisition  Company  was owned 99% by SFC and 1% by one of the Company's wholly
owned  subsidiaries,  American Leisure Reedy Creek Inc. ("ALRC").  In connection
with  the  acquisition  of  the  Reedy Creek Property, the Company, ALRC and SFG
entered into an Option Agreement (the "Option Agreement"), pursuant to which SFG
granted  ALRC the right to acquire SFC's 99% interest in Reedy Creek Acquisition
Company  (the  "Reedy  Creek  Option").

Option  Exercise
----------------

     On December 27, 2005, the Company and ALRC entered in to an Option Exercise
Agreement  with  SFG,  pursuant to which ALRC acquired the 99% interest in Reedy
Creek  Acquisition  Company  held by SFG for the exercise price of $600,000 (the
"Exercise  Price"),  which was less than the exercise price originally stated in
the  Option  Agreement.

Pursuant  to  the  terms  of the Option Exercise Agreement, the parties took the
following  actions:

     -    SFG transferred its 99% interest in Reedy Creek Acquisition Company to
          ALRC.

     -    SIBL  loaned  an  additional  $850,000  to  Reedy  Creek  Acquisition
          Company.  This  amount  was used by Reedy Creek Acquisition Company to
          pay  the  Exercise  Price  and  to  pay an additional placement fee of
          $250,000 to certain affiliates of SIBL.

     -    The  Company  issued  warrants  to  SIBL. The warrants entitle SIBL to
          purchase  154,000  shares of the Company's common stock at an exercise
          price  of  $5.00  per  share and 77,000 shares of the Company's common
          stock  at $0.001 per share. Additionally, the Company granted warrants
          to four affiliates of SIBL, entitling them to purchase an aggregate of
          154,000  shares  of the Company's common stock at an exercise price of
          $5.00  per  share  and 77,000 shares at an exercise price of $.001 per
          share.  The  warrants  have  a  term of five years and are immediately
          exercisable.  The warrants contain anti-dilution provisions, including
          a  provision  which  requires  the  Company to issue additional shares
          under  the warrants if the Company issues or sells any common stock at
          less  than  $1.02 per share, or grants, issues or sells any options or
          warrants  for  shares  of  the  Company's common stock to convert into
          shares of the Company's common stock at less than $1.02 per share.

     -    The  Company  entered  into  a  Registration  Rights  Agreement  (the
          "Ready  Creek  Registration Rights Agreement") with Stanford, pursuant
          to  which,  the  Company  agreed  to  prepare  and file a Registration
          Statement  with  the  SEC  covering the shares underlying the Warrants
          within 180 days of notice from Stanford of their demand and to use its
          best efforts to obtain effectiveness of such Registration Statement as
          soon as practicable thereafter. In the event that the Company does not
          file  a  Registration Statement in connection with the shares issuable
          in  connection with the exercise of the warrants after 180 days notice
          from  the  warrant holders, the Company must issue the warrant holders



          as liquidated damages, warrants to purchase 10% of the shares issuable
          in  connection  with the warrants, under the same terms and conditions
          as  the  warrants, upon such default and for every consecutive quarter
          in which such default is occurring.

     -    Reedy  Creek  Acquisition  Company  agreed  to  modify  the  existing
          SIBL  mortgage  on  the  Reedy Creek Property to secure the additional
          $850,000  loan made by SIBL. As a result, the principal amount secured
          by the SIBL mortgage was increased to $8,000,000.

     -    SIBL  agreed  to  subordinate  its  mortgage  on  the  Reedy  Creek
          Property  to  a  new  $7,000,000  loan  to  be  made  to  Reedy  Creek
          Acquisition  Company  by  Bankers  Credit  Corporation.  This  loan is
          described below.

SIBL Reedy Creek Loan Terms
---------------------------

     In  connection  with  the  exercise  of the Reedy Creek Option, Reedy Creek
Acquisition  Company and SIBL agreed to modify the terms of the SIBL Reedy Creek
Loan  made  by SIBL to Reedy Creek Acquisition Company.  The modified loan terms
are  evidenced  by a Renewed, Amended and Increased Promissory Note (the"Amended
Note") made by Reedy Creek Acquisition Company in favor of SIBL.The Amended Note
has  a maturity date of December 31, 2006, a principal balance of $8,000,000 and
bears  interest  at  the  rate  of 8% per year.  Interest on the Amended Note is
payable  quarterly  on  March 31, 2006, June 30, 2006, September 30, 2006 and on
the  maturity  date of the Amended Note.   Upon an event of default as described
in the Amended Note, SIBL has several rights and remedies, including causing the
Amended  Note  to  be  immediately  due  and  payable.

     The  Amended  Note is secured by a second lien on the Reedy Creek Property.
It  is  guaranteed by the Company and Malcolm J. Wright, the Company's President
and  Chief  Executive  Officer  pursuant  to a Modification and Reaffirmation of
Guaranty  and  Environmental  Indemnity  Agreement.  In  consideration  for  Mr.
Wright's guarantee, and pursuant to an existing agreement between Mr. Wright and
the Company, Mr. Wright will earn a fee equal to three percent (3%) of principal
amount  of  the Amended Note. The Company will pay this fee through the grant of
240,000  warrants to Mr. Wright to purchase shares of the Company's common stock
at an exercise price of $1.02 per share. These warrants will expire 5 years from
the expiration of the guaranty.

Bankers Credit Corporation Loan
-------------------------------

     In  connection with the exercise of the Reedy Creek Option, the Company and
Reedy  Creek  Acquisition  Company  arranged  to  receive a $7,000,000 loan from
Bankers Credit Corporation ("Bankers Credit").

     Under  the  terms of the Bankers Credit loan, Bankers Credit advanced Reedy
Creek  Acquisition  Company  $3,000,000 at closing. Bankers Credit has agreed to
advance  an  additional  $4,000,000  on  or  before  March  31, 2006, subject to
obtaining  the necessary funds from third parties. If funds are not available to
Bankers  Credit  on  or  before  March  31,  2006,  Bankers  Credit  is under no
obligation to advance any additional amounts to Reedy Creek Acquisition Company.



The  Bankers  Credit loan is evidenced by a Promissory Note (the "Bankers Credit
Note")  and  bears  interest at the greater of the Wall Street Journal published
prime  rate  plus  7.75%, not to exceed the highest rate allowable under Florida
law  or 15% per year. The interest rate of the Bankers Credit Note as of January
11,  2006  was 15% (with a prime rate, as reported by the Wall Street Journal of
7.25%).  Interest  on  the  Bankers Credit Note is payable monthly. The maturity
date  of  the  Bankers  Credit  Note  is January 3, 2007, when all principal and
unpaid  interest  is due and payable. Pursuant to the Bankers Credit Note, Reedy
Creek  Acquisition  Company  agreed  to  pay  a 10% late charge on any amount of
unpaid  principal  or interest under the Bankers Credit Note. The Bankers Credit
Note  is  subject  to  a  1%  exit  fee.  Additionally, if repaid by Reedy Creek
Acquisition Company prior to July 3, 2006, the Bankers Credit Note is subject to
an  additional  1%  repayment  fee;  however,  if repaid after July 3, 2006, the
Bankers  Credit  Note  is  not  subject  to  the repayment fee. Upon an event of
default  as  described  in  the  Bankers Credit Note, Bankers Credit has several
rights and remedies, including causing the Bankers Credit Note to be immediately
due and payable.

     The  Bankers  Credit  Note  is  secured  by a first lien on the Reedy Creek
Property. Additionally, the Bankers Credit Note is guaranteed by the Company and
Malcolm  J. Wright, the Company's President and Chief Executive Officer pursuant
to  a  Guaranty  Agreement.  In  consideration  for  Mr. Wright's guarantee, and
pursuant to an existing agreement between Mr. Wright and the Company, Mr. Wright
will  earn  a  fee  equal  to three percent (3%) of the Bankers Credit Note. The
Company will pay this fee through the grant of 210,000 warrants to Mr. Wright to
purchase  shares of the Company's common stock at an exercise price of $1.02 per
share. These warrants will expire 5 years from the expiration of the guaranty.


     Reedy  Creek  Acquisition  Company  utilized  the initial proceeds from the
Bankers  Credit  loan  to pay a portion of the amount owed on the existing first
mortgage  note  issued to the sellers of the Reedy Creek Property. The holder of
this mortgage agreed to release the mortgage in exchange for this payment. Reedy
Creek  Acquisition Company intends to pay the balance of this mortgage note upon
the funding of the balance of the Bankers Credit loan.

Development Plans for Reedy Creek Property
------------------------------------------

     The  Reedy  Creek  Property  is situated in the northern section of Osceola
County,  Florida and lies on three contiguous development parcels located to the
immediate  north  of  U.S.  Highway 192 West, about one mile from the "Maingate"
entrance  to  Walt  Disney  World,  Orlando  and 0.75 miles from the entrance to
"Disney's Animal Kingdom" theme park. The property is one of only a small number
of  privately  owned  parcels  abutting  Walt  Disney  World  (north  and  east
boundaries).

     The  Reedy  Creek Property consists of three parcels totaling over 40 gross
acres  with  approximately  29  acres  of  buildable  land.  The  Osceola County
Comprehensive  Land  Plan  for the site allows vacation homes at a density of 18
units  per  acre,  which  results  in a maximum allowable project density of 522
residential  units.  To  achieve the maximum density, it is anticipated that the
project  will  consist  of  mid-rise  condominium  buildings. Amenities proposed
on-site  include a water park with swimming pools, guest services clubhouse, and
other  related  on-site  resort  amenities.


     It is anticipated that Walt Disney World's Reedy Creek Improvement District
(the  "District"), a quasi-government body whose constituents are all affiliated
with  Walt  Disney  World Company, will agree to construct and pave the widening
and  extension  of  Reedy Creek Boulevard north and westward at its expense. The
District  will  have a public hearing on or about January 25, 2006, during which
it  is  anticipated that the District will be given the authority to acquire the
land  from  Reedy  Creek  Acquisition Company and make the improvements to Reedy
Creek  Boulevard.  If  the  District  acquires  the requisite authority from its
constituents,  Reedy  Creek  Acquisition Company has agreed to convey relatively
small portions of the three combined properties to comprise this roadway.  Reedy
Creek Acquisition Company will benefit from the conveyance by saving the cost of
the  road  it  would  have to build anyway and it will enhance the required road
frontage  for  the  project.

     The  Company's development of the Reedy Creek Property is currently planned
to  begin in the fourth quarter of 2007 and is currently planned to be completed
sometime  in  2010,  funding  permitting.  The  Company  will not know the total
estimated  cost  of  the  development  of  the Reedy Creek Property until it has
determined the market and completed designs for the properties. The Company does
not  currently  have  any  funding in place for any of the capital which will be
required to complete the development of the Reedy Creek Property and there is no
assurance  that  funding  will  be  available  on  favorable  terms,  if at all.

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

     On  December  29,  2005,  SIBL  provided  Tierra  Del  Sol  Resort, Inc., a
$2,100,000 loan and agreed to establish on behalf of Tierra Del Sol Resort, Inc.
two  letters of credit in the amounts of $4,000,000 and $2,000,000, as described
in  more  detail  above  under  item  1.01.

     On  January 4, 2006, in connection with an additional $850,000 advance from
SIBL,  Reedy Creek Acquisition Company entered into an Amended Note with SIBL in
the  amount of $8,000,000, as described in greater detail above under Item 1.01.

     On  December  29,  2006, Reedy Creek Acquisition Company and we arranged to
receive a $7,000,000 loan from Bankers Credit Corporation, which is described in
greater  detail  above  under  Item  1.01.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

     In  December  2005,  in  connection  with the Stanford Credit Facility, the
Company  granted  SIBL  and its designees warrants to purchase 308,000 shares of
the  Company's common stock at an exercise price of $5.00 per share and warrants
to purchase 154,000 shares of the Company's common stock at an exercise price of
$0.001  per share, which warrants expire five years from their grant date.  (The
Stanford  Credit  Facility  and  warrants  are described in greater detail above
under  Item  1.01).

     In  December  2005 in connection with their guaranty of the Stanford Credit
Facility  pursuant  to  the  Irrevocable and Unconditional Guaranty, the Company
agreed  to  issue  an  aggregate  of  405,000 warrants to purchase shares of the



Company's  common  stock  to  certain third party entities. The warrants have an
exercise price of $1.02 and expire 5 years from the expiration date of the third
parties  guaranties.  (the  Stanford  Credit  Facility  and  Irrevocable  and
Unconditional Guaranty are described in greater detail above under Item 1.01).

     In  January 2006, in connection with the SIBL Reedy Creek Loan, the Company
granted  SIBL  warrants to purchase 154,000 shares of the Company's common stock
at  an  exercise price of $5.00 per share and warrants to purchase 77,000 shares
of  the  Company's  common stock at an exercise price of $0.001 per share, which
warrants expire five years from their grant date.

     In  January 2006, in connection with the SIBL Reedy Creek Loan, the Company
granted  warrants to four separate affiliates of SIBL entitling them to purchase
an  aggregate  of  154,000  shares  of the Company's common stock at an exercise
price  of  $5.00  per  share and 77,000 shares at an exercise price of $.001 per
share.  The  warrants  have a term of five years and are immediately exercisable
(The  SIBL  Reedy  Creek Loan and warrants are described in greater detail above
under Item 1.01).

     In  December 2005 in connection with the guaranty of Malcolm J. Wright, our
Chief  Executive  Officer  and  President of the Company, of the Stanford Credit
Facility,  the  Company  agreed to grant Mr. Wright warrants to purchase 243,000
shares  of  the  Company's  common stock at $1.02 per share. In January 2006, in
connection  with  Mr. Wright's guarantee of the Amended Note, the Company agreed
to  grant Mr. Wright warrants to purchase 240,000 shares of the Company's common
stock  at  an exercise price of $1.02 per share.  The warrants are being granted
pursuant  to an existing agreement between the Company and Mr. Wright and expire
5  years  from  the expiration date of the guarantees.  In addition, the Company
has  agreed to register the shares underlying the warrants granted to Mr. Wright
on  its  next  registration  statement.

     The  Company  relied on an exemption from registration set forth in Section
4(2)  of  the Securities Act of 1933 in issuing the warrants described above, as
the  issuance  of  these  securities  did  not  involve  a  public offering, the
recipients  acquired  the  warrants for investment purposes and the Company took
appropriate  measures  to  restrict  transfer.  No  underwriters  or agents were
involved  in  the foregoing issuances and no underwriting discounts were paid by
the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

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

10.1*          Option Exercise Agreement with Stanford Financial Group Company
10.2*          Assignment of Interest in Reedy Creek Acquisition Company, LLC
10.3*(1)       Registration Rights Agreement with SIBL dated January 4, 2006
10.4*(1)       Credit Agreement with SIBL
10.5*          Guaranty Agreement with Bankers Credit Corporation



10.6*          $7,000,000 Promissory Note with Bankers Credit Corporation
10.7*          Modification and Reaffirmation of Guaranty and Environmental
               Indemnity Agreement
10.8*          Renewed, Amended and Increased Promissory Note
10.9*(2)       Stanford International Bank, Ltd. Warrant for 77,000 shares at
               $0.001 per share
10.10*(2)      Stanford International Bank, Ltd. Warrant for 154,000 shares at
               $5.00 per share
10.11*         Irrevocable and Unconditional Guaranty
10.12*(1)      Registration Rights Agreement with SIBL dated December 28, 2005
10.13*         SIBL $2.1 million note
10.14*(1)      Partnership Interest Pledge and Security Agreement and Collateral
               Assignment (Phase 1)
10.15*(1)      Partnership Interest Pledge and Security Agreement and Collateral
               Assignment (Phase 2)
10.16*(1)      SIBL Warrant Agreement for 2% Phase 1 interest
10.17*(1)      SIBL Warrant Agreement for 2% Phase 2 interest
10.18*         Stanford International Bank, Ltd. Warrant for 154,000 at $0.001
               per share
10.19*         Stanford International Bank, Ltd. Warrant for 308,000 at $5.00
               per share

*     Attached hereto.

(1)  While  the  Company  has  completed  the  transactions  disclosed above and
     the  Company,  Stanford  and  SIBL  have  performed all of their respective
     obligations pursuant to the contracts disclosed above, the Company has been
     unable  to  obtain copies of the signatures of the other parties to certain
     of  the  marked  documents,  which  are  referenced  by  footnote  1 above,
     including  copies of certain signatures of Stanford, SIBL and other related
     parties. The Company intends to re-file those documents with all electronic
     signatures when the Company receives such signatures from Stanford and SIBL
     in an amended Form 8-K filing subsequent to the date of this filing.


(2)  In  addition  to  Stanford  International  Bank,  Ltd.  ("SIBL"),  four
     individuals  were granted warrants in connection with the Option Agreement.
     Those  four individuals, Ronald Stein, Osvaldo Pi, Daniel Bogar and William
     Fusselman  were  each  granted  warrants  to  purchase 19,250 shares of the
     Company's common stock at $0.001 per share, and warrants to purchase 38,500
     shares of the Company's common stock at $5.00 per share, which warrants are
     identical  to the SIBL warrants attached hereto as Exhibits 10.9 and 10.10,
     respectively,  other  than  the  number  of shares which those warrants are
     exercisable for.


                                   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
------------------------------------------
Malcolm J. Wright, Chief Executive Officer

Dated: January 18, 2006