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): February 24, 2006

                        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))



ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.


     On  February  24,  2006,  American  Leisure Holdings, Inc. (the "Company"),
                                                                      -------
American Leisure Equities Corporation ("ALEC") and Around The World Travel, Inc.
                                        ----
("AWT")  entered  into  a settlement agreement effective as of December 31, 2005
  ---
(the  "Settlement Agreement"). ALEC is a wholly-owned subsidiary of the Company.
       --------------------

Background
----------

     The  Company,  ALEC  and  AWT  previously  entered  into  an Asset Purchase
Agreement  dated  as  of  December 30, 2004 (the "Original Purchase Agreement"),
                                                  ---------------------------
pursuant  to  which AWT sold to ALEC substantially all of the assets of AWT. The
parties  subsequently entered into a First Amendment to Asset Purchase Agreement
dated  as  of  March  31,  2005  (the  "First Amendment"), pursuant to which the
                                        ---------------
parties  agreed  to  modify  certain  of the provisions of the Original Purchase
Agreement. (The Original Purchase Agreement as amended by the First Amendment is
referred  to  in  this  Form  8-K  as  the  "Amended  Purchase  Agreement").
                                             ----------------------------

     Under  the  terms of the Amended Purchase Agreement, the purchase price for
the  AWT  assets  was  to  be  $17,500,000,  which amount was to be allocated as
follows:

Form  of  Consideration                                     Amount
-----------------------                                     ------

Assumption  of  designated  liabilities                   $4,242,051

Forgiveness  of  loans  and  indebtedness  owed
by  AWT  to  the  Company                                 $4,774,619

Issuance  of  note  by  ALEC  to  AWT
(the "Purchaser Note")                                    $8,483,330


     Prior  to December 31, 2005, ALEC paid a portion of the principal amount of
the  Purchaser  Note  through: (i) the transfer of certain assets by ALEC to AWT
(consisting of certain accounts receivable, prepaid expenses and deposits); (ii)
the  retention  by  AWT of the proceeds from certain accounts receivable sold by
AWT  to  ALEC;  and (iii) payments made by ALEC to AWT. As of December 31, 2005,
the  outstanding  balance  of  the  Purchaser  Note  was  $5,297,788.

     The  Company  has  previously reported its entry into the Original Purchase
Agreement  on  a Form 8-K filed with the Securities and Exchange Commission (the
"SEC")  on  January  6, 2005 and amended on a Form 8-K/A on January 13, 2005 and
reported  its  entry  into  the  First Amendment in its quarterly report on Form
10-QSB for the quarter ended March 31, 2005, which was filed with the SEC on May
23,  3005,  which First Amendment is described in greater detail in a Form 8-K/A
filed  with  the  SEC  on  August  19,  2005.



Settlement Agreement
--------------------

     On or about November 14, 2005, the Company and ALEC asserted certain claims
against AWT with respect to the alleged breach of the Purchase Agreement and the
Management  Agreement  dated  as  of December 31, 2005 between ALEC and AWT (the
"Management  Agreement").  After  negotiations  among  the  parties, the parties
agreed  to  settle the claims made by the Company and ALEC pursuant to the terms
of  the  Settlement  Agreement.

     The Settlement Agreement provides that the purchase price under the Amended
Purchase  Agreement  will be reduced from $17,500,000 to $9,000,000. The parties
agreed  to  implement  the  reduction  of  the purchase price by eliminating the
remaining balance of the Purchaser Note (which had a balance of $5,297,788 as of
December  31,  2005) and by establishing an obligation of AWT to pay to ALEC the
amount  of $3,185,548 as of December 31, 2005. This amount is payable on demand.

     Under  the  terms  of  the  Settlement Agreement, the Company, ALEC and AWT
agreed  to release each other (and their respective officers and directors) from
all  claims  based  upon  the  Purchase  Agreement and the Management Agreement.
Additionally,  the parties agree to waive any right to indemnity or contribution
which  they  may  have  against  each  other  (and their respective officers and
directors)  for  any  liability which they might incur to certain plaintiff's in
certain  pending  litigation  including Simon Hassine and Seamless Technologies,
provided  that the waiver does not cover any liability incurred by the releasing
party  which  is attributable to any act or omission of the person providing the
release  which constitutes bad faith or is not known to the releasing party. The
litigation involving Simon Hassine and Seamless Technologies is described in the
Company's  Form 10-QSB for the quarter ended September 30, 2005, which was filed
with  the  SEC  on  November  21,  2005.

     As  a  result  of  the  Settlement Agreement, the revised purchase price of
$9,000,000  has  been  allocated among the following assets acquired from AWT as
follows:

Asset                                                 Amount
-----                                                 ------
Current assets                                      $1,850,109
Property and equipment                              $  287,975
Deposits                                            $  276,481
Tradename                                           $1,000,000
Goodwill                                            $5,585,435
                                                    ----------
                            Total                   $9,000,000



ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

Exhibit  Number     Description
----------------    ------------------

Exhibit  10.1(1)    Original  Purchase  Agreement

Exhibit  10.2(2)    First  Amendment  to  Asset  Purchase  Agreement

Exhibit  10.3*      Settlement  Agreement  effective  as  of  December  31, 2005
                    by  and  among  American  Leisure  Holdings,  Inc., American
                    Leisure  Equities  Corporation  and Around The World Travel,
                    Inc.

(1)  Filed as  Exhibit 10.1 to the Company's report on Form 8-K, which was filed
     with  the  SEC on January 6, 2005, and is incorporated herein by reference.

(2)  Filed as  Exhibit  10.44  to  the  Company's  report on Form 10-QSB for the
     quarter ended March 31, 2005, which was filed with the SEC on May 23, 2005,
     and  is  incorporated  herein  by  reference.

*  Attached  hereto.



                                   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:  March 2, 2006