SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 14, 2002
AMERICAN LEISURE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FREEWILLPC.COM, INC.
(Former name of registrant)
NEVADA 333-48312 75-2877111
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
Park 80 Plaza East
Saddlebrook, NJ 07663
(Address of principal executive office, including zip code)
(201) 226-2060
(Telephone number, including area code)
On June 28, 2002, the registrant, American Leisure Holdings, Inc.,
("AMLH"), filed a Current Report on Form 8-K with the Securities and Exchange
Commission reporting the acquisition of the following companies:
o American Leisure, Inc., a Florida corporation
o American Professional Management Group, Inc., a Florida corporation
o Sunstone Golf Resort, Inc., a Florida corporation
o Leisureshare International Ltd., a UK corporation
By this amendment, AMLH is filing the required audited financial
statements and pro forma financial information. For accounting purposes, the
acquisition is being accounted for as a reverse acquisition, with American
Leisure, Inc. as the acquirer. The historical financial statements of American
Leisure, Inc. became the historical financial statements of AMLH, and the assets
and liabilities of AMLH are accounted for as required under the purchase method
of accounting. Results of operations of AMLH are included in the financial
statements to June 30, 2002, the effective date of the merger.
Item 5 Other Events
Edward Seaga resigned from AMLH's board of directors effective August
26, 2002.
Item 7 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The following auditors' report and financial statements for American Leisure,
Inc. are attached as Exhibit 99.1:
o Report of Independent Certified Public Accountants
o Consolidated Balance Sheets as of December 31, 2001, 2000 and 1999
o Consolidated Statements of Operations for the years ended December 31,
2001, 2000 and 1999
o Consolidated Statements of Deficit in Stockholders' Equity for the years
ended December 31, 2001, 2000 and 1999
o Consolidated Statements of Cash Flows for the years ended December 31,
2001, 2000 and 1999
o Notes to Financial Statements
o Consolidated Balance Sheet as of June 30, 2002
o Consolidated Statement of Operations for the six months ended June 30,
2002
o Consolidated Statement of Cash flows for the six months ended June 30,
2002
o Notes to Unaudited Financial Statements
The following auditors' report and financial statements for American
Professional Management Group, Inc. are attached as Exhibit 99.2:
o Report of Independent Certified Public Accountants
o Balance Sheets as of December 31, 2001, 2000 and 1999
o Statements of Operations for the years ended December 31, 2001, 2000
and 1999
o Statements of Deficit in Stockholders' Equity for the years ended
December 31, 2001, 2000 and 1999
o Statements of Cash Flows for the years ended December 31, 2001, 2000
and 1999
o Notes to Financial Statements
o Balance Sheet as of June 30, 2002
o Statement of Operations for the six months ended June 30, 2002
o Statement of Cash Flows for the six months ended June 30, 2002
o Notes to Unaudited Financial Statements
The following auditors' report and financial statements for Sunstone Golf
Resort, Inc. are attached as Exhibit 99.3:
o Report of Independent Certified Public Accountants
o Balance Sheets as of December 31, 2001 and 2000
o Statements of Operations for the years ended December 31, 2001 and 2000
o Statements of Deficit in Stockholders' Equity for the years ended
December 31, 2001 and 2000
o Statements of Cash Flows for the years ended December 31, 2001 and 2000
o Notes to Financial Statements
o Balance Sheet as of June 30, 2002
o Statement of Operations for the six months ended June 30, 2002
o Statement of Cash Flows for the six months ended June 30, 2002
o Notes to Unaudited Financial Statements
The following auditors' report and financial statements for Leisureshare
International Ltd are attached as Exhibit 99.4:
o Report of the Directors
o Statement of Directors Responsibilities
o Auditors Report
o Consolidated Profit and Loss Accounts for the years ended December 31,
2001 and 2000
o Consolidated Balance Sheets as of December 31, 2001 and 2000
o Consolidated Statements of Cash Flows for the years ended December 31,
2001 and 2000
o Notes to Financial Statements
o Consolidated Profit and Loss Accounts for the six months ended June 30,
2002 and 2001
o Consolidated Balance Sheets as of June 30, 2002 and 2001
o Consolidated Statements of Cash Flows for the six months ended June 30,
2002 and 2001
o Notes to Unaudited Financial Statements
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(b) Pro forma financial information
The following unaudited pro forma condensed combined financial
statements are attached hereto as Exhibit 99.5:
o Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2002
o Pro Forma financial information for the year ended December 31, 2001 and
six months ended June 30, 2002
o Notes to Pro Forma Condensed Consolidated Financial Statements
(c) Exhibits
10.1 Consulting Agreement by and between OTC Derivatives & Co., SA and
American Leisure, Inc. dated February 14, 2002
99.1 Financial statements for American Leisure, Inc.
99.2 Financial statements for American Professional Management Group,
Inc.
99.3 Financial statements for Sunstone Golf Resort, Inc.
99.4 Financial statements for Leisureshare International Ltd.
99.5 Pro forma financial information
99.6 Executive Summary
Item 9 Regulation FD Disclosure
AMLH's Executive Summary is attached hereto as Exhibit 99.6 and
included in this Form 8-K solely for purposes of disclosure under Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 1, 2002 AMERICAN LEISURE HOLDINGS, INC.
By: /s/ L. WILLIAM CHILES
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L. William Chiles,
Chief Executive Officer
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STATEMENT OF DIFFERENCES
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