UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
                 For the quarterly period ended August 31, 2000

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
         For the transition period from June 1, 2000 to August 31, 2000

                        Commission File Number 033-67536

                       AMERICAN DREAM ENTERTAINMENT, INC.
                       ---------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Minnesota                                     59-3169033
         ---------                                     ----------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

           1800 East Sahara Avenue, Suite 107, Las Vegas, Nevada 89104
           -----------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 1-800-658-5105
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Exchange Act:  None
                                                                      ----

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

               X   YES                                  NO
              ---                                    ---

There were 17,920,000  shares of the Registrant's  $.0001 par value common stock
outstanding as of August 31, 2000.

Transitional Small Business Format (check one)    Yes       NO X
                                                     ---      ---


<PAGE>


                American Dream Entertainment, Inc. and Subsidiary







                                    Contents


Part I - Financial Information
------------------------------

    Item 1.     Financial Statements

    Item 2.     Management's Discussion & Analysis of Financial
                Condition and Results of Operations

Signatures
----------


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements



                American Dream Entertainment, Inc. and Subsidiary

                        Consolidated Financial Statements

         For the Three Months Ended August 31, 2000 and 1999 (Unaudited)







                                    Contents


Consolidated Financial Statements:

    Consolidated Balance Sheet................................................2
    Consolidated Statements of Operations.....................................3
    Consolidated Statements of Changes in Stockholders' Deficit...............4
    Consolidated Statements of Cash Flows.....................................5
    Notes to Consolidated Financial Statements..............................6-7




<PAGE>

<TABLE>
<CAPTION>


                American Dream Entertainment, Inc. and Subsidiary

                           Consolidated Balance Sheet

                                 August 31, 2000
                                   (Unaudited)



<S>                                                                                            <C>
Assets
Current assets:
    Cash                                                                                            $         2,556
    Other receivables                                                                                        27,758
    Prepaid expenses                                                                                         13,361
                                                                                                    ---------------
Total current assets                                                                                         43,675
                                                                                                    ---------------

Property and equipment, net of accumulated depreciation                                                      44,653
                                                                                                    ---------------


Other assets:
    Trademark and license                                                                                 5,501,600
    Due from related party                                                                                   29,147
    Website development                                                                                     150,360
    Deposits                                                                                                  4,187
                                                                                                    ---------------
Total other assets                                                                                        5,685,294
                                                                                                    ---------------

                                                                                                    $     5,773,622
                                                                                                    ===============
Liabilities and Stockholders' Deficit Current liabilities:
    Convertible debentures                                                                          $       461,273
    Due to related party                                                                                  6,609,028
    Accounts payable and accrued expenses                                                                   416,834
    Common stock payable                                                                                     50,000
                                                                                                    ---------------
Total current liabilities                                                                                 7,537,135
                                                                                                    ---------------

Stockholders' deficit:
    Common stock; $.0001 par value; 50,000,000 shares
        authorized; 17,920,000 shares issued and outstanding                                                  1,792
    Capital in excess of par value                                                                        1,370,321
    Accumulated deficit                                                                                  (3,180,442)
    Accumulated other comprehensive income                                                                   44,816
                                                                                                    ---------------
Total stockholders' deficit                                                                              (1,763,513)
                                                                                                    ---------------

                                                                                                    $     5,773,622
                                                                                                    ===============

</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       2
<PAGE>


<TABLE>
<CAPTION>

                American Dream Entertainment, Inc. and Subsidiary

                      Consolidated Statements of Operations





                                                                                        Three Months Ended
                                                                                             August 31,
                                                                                 ----------------------------------
                                                                                       2000              1999
                                                                                 ----------------------------------
                                                                                   (Unaudited)        (Unaudited)

<S>                                                                              <C>                <C>
Revenues                                                                         $            0     $             0
                                                                                 ----------------------------------


Operating expenses:
    General and administrative expenses                                                (379,535)           (130,539)
    Interest expense                                                                   (707,199)
    Other income                                                                         11,949
                                                                                 ----------------------------------


Net loss                                                                         $   (1,074,785)    $      (130,539)
                                                                                 ==================================


Loss per share                                                                   $         (.06)    $          (.01)
                                                                                 ==================================


Weighted average shares outstanding                                                  17,920,000          17,980,000
                                                                                 ==================================

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       3
<PAGE>


<TABLE>
<CAPTION>

                American Dream Entertainment, Inc. and Subsidiary

           Consolidated Statements of Changes in Stockholders' Deficit

                     For the Year Ended May 31, 2000 and the
                       Three Months Ended August 31, 2000
                                   (Unaudited)




                                                                                                     Accumulated
                                                                  Capital In                            Other
                                            Common Stock          Excess Of       Accumulated      Comprehensive
                                         Shares      Amount       Par Value          Deficit            Income
                                      ---------------------------------------------------------------------------

<S>                                   <C>           <C>         <C>              <C>              <C>
Balance, May 31, 1999                  18,580,000    $  1,858    $    158,513     $    (526,815)

Shares returned and retired due
    to termination of an
    agreement                            (660,000)        (66)             66

Imputed interest on stockholder
    advances                                                          511,745

Foreign currency translation
    adjustment                                                                                         $ 43,994

Net loss for year                                                                    (1,578,842)
                                      ---------------------------------------------------------------------------

Balance, May 31, 2000                  17,920,000       1,792         670,324        (2,105,657)         43,994

Imputed interest on stockholder
    advances (unaudited)                                              137,124

Foreign currency translation
    adjustment (unaudited)                                                                                  822

Intrinsic value of beneficial
    conversion feature of
    convertible debentures
    (unaudited)                                                       562,873

Net loss for period (unaudited)                                                      (1,074,785)
                                      -------------------------------------------------------------------------

Balance, August 31, 2000
    (unaudited)                        17,920,000    $  1,792    $  1,370,321     $  (3,180,442)       $ 44,816
                                      =========================================================================

</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       4
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>


                                                                                        Three Months Ended
                                                                                             August 31,
                                                                                   --------------------------------
                                                                                         2000             1999
                                                                                   --------------------------------
                                                                                      (Unaudited)     (Unaudited)
<S>                                                                               <C>                 <C>
Operating activities
    Net loss                                                                       $   (1,074,785)     $   (130,539)
                                                                                   --------------------------------
    Adjustments to reconcile net loss to net cash
        used by operating activities:
           Imputed interest on stockholder advances                                       137,124
           Interest expense attributable to beneficial
               conversion feature of convertible debentures                               562,873
           Gain on foreign currency transactions                                          (11,949)
           Loan cost to be settled with stock issuance                                     50,000
           Depreciation expense                                                             2,350
           Increase in:
               Other receivables                                                           (9,079)
               Other assets                                                               (13,361)
               Accounts payable and accrued expenses                                       96,187            75,154
                                                                                   --------------------------------
    Total adjustments                                                                     814,145            75,154
                                                                                   --------------------------------
    Net cash used by operating activities                                                (260,640)          (55,385)
                                                                                   --------------------------------

Investment activities
    Acquisition of property and equipment                                                 (47,003)
                                                                                   --------------------------------
Financing activities
    Net (payments) advances (to) from stockholders                                       (164,598)           55,385
    Proceeds from convertible debentures                                                  473,377
                                                                                   --------------------------------
    Net cash provided by financing activities                                             308,779            55,385
                                                                                   --------------------------------

Net increase in cash                                                                        1,136

Cash, beginning of year                                                                     1,420
                                                                                   --------------------------------
Cash, end of year                                                                  $        2,556      $          0
                                                                                   ================================

Supplemental disclosures of cash flow information
    Cash paid for interest expense                                                 $            0      $          0
                                                                                   ================================



</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                       5
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

         For the Three Months Ended August 31, 2000 and 1999 (Unaudited)



1.      Basis of Presentation

The accompanying  unaudited  consolidated financial statements of American Dream
Entertainment,  Inc.  and  Subsidiary  (the  "Company"),  which are for  interim
periods,  do not include  all  disclosures  provided in the annual  consolidated
financial statements.  These unaudited  consolidated financial statements should
be read in conjunction with the consolidated  financial statements and the notes
thereto  contained  in the  audited  consolidated  financial  statements  of the
Company for the years ended May 31, 2000 and 1999.

In our opinion,  the accompanying  unaudited  consolidated  financial statements
contain all adjustments  that are of a normal and recurring nature necessary for
a fair  presentation of the consolidated  financial  statements.  The results of
operations for the three-month  period ended August 31, 2000 are not necessarily
indicative of the results to be expected for the full year.

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which  contemplate  continuation  of the  Company as a going  concern.
However, the Company has sustained  substantial operating losses in recent years
and has no revenue.  Further,  at August 31, 2000,  current  liabilities  exceed
current assets by approximately  $7,500,000 and total  liabilities  exceed total
assets by approximately $1,764,000.  These factors raise substantial doubt about
the  Company's  ability  to  continue  as a going  concern.  These  consolidated
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  assets  or  the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.


2.      Per Share Calculations

Per share data was computed by dividing net loss by the weighted  average number
of shares  outstanding  during the three-month period ended August 31, 2000. The
weighted average shares  outstanding for the three-month period ended August 31,
2000 was 17,920,000 as compared to 17,980,000 for the  three-month  period ended
August 31,  1999.  Diluted  earnings  per share  (EPS)  reflects  the  potential
dilution  from the  exercise or  conversion  of  securities  into common  stock.
Diluted  EPS  is  not  presented  because  there  are  no  outstanding  dilutive
securities.


                                       6
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

         For the Three Months Ended August 31, 2000 and 1999 (Unaudited)



3.      Convertible Debentures

The  Company  issued  $423,377 in  convertible  debentures  in June 2000.  These
debentures  pay  interest at six percent per annum and mature on July 30,  2000.
The  debentures  may be converted at any time after their  issuance  into common
stock of the  Company.  During July 2000,  the note holder  agreed to extend the
maturity  date  of  the  agreement  until  the  Company   generates  revenue  or
successfully completes a private placement of its securities. The debentures are
convertible, at the option of the holder, into 70,000 shares of common stock and
70,000 warrants.  The conversion price for the debentures is $5 per share and $1
per warrant.  These warrants may be exercised in one year and entitle the holder
to purchase  common stock of the Company at $6 per share.  The stock was trading
at $10 per share at the date of this commitment; hence, the Company has recorded
interest  of  approximately  $556,000  to  reflect  the  intrinsic  value of the
beneficial conversion features of these debentures in accordance with accounting
principles generally accepted in the United States of America.

The Company issued an additional $50,000 of convertible debentures, which mature
in November 2000.  This loan can be repaid by paying the principal plus interest
of $5,000,  or the principal  plus 1,000 shares of the Company's  stock,  or the
loan can be converted into 12,500 shares of stock at a conversion rate of $4 per
share.  The stock was trading at $4.50 per share at the date of this commitment;
hence, the Company has recorded interest of approximately  $6,000 to reflect the
intrinsic  value of the beneficial  conversion  features of these  debentures in
accordance with accounting principles generally accepted in the United States of
America.

                                       7
<PAGE>


PART I - FINANCIAL INFORMATION

Item 2.      Management's Discussion & Analysis of
             Financial Condition and Results of Operation


THIS  FILING  CONTAINS  FORWARD-LOOKING  STATEMENTS.  THE  WORDS  "ANTICIPATED,"
"BELIEVE,"  "EXPECT," "PLAN," "INTEND," "SEEK,"  "ESTIMATE,"  "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS,  FUTURE  CAPITAL  EXPENDITURES,  AND  FUTURE  NET  CASH  FLOW.  SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL  PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,  INCLUDING,  WITHOUT
LIMITATION,  GENERAL  ECONOMIC  AND  BUSINESS  CONDITIONS,  CHANGES IN  FOREIGN,
POLITICAL,   SOCIAL,  AND  ECONOMIC  CONDITIONS,   REGULATORY   INITIATIVES  AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS,  THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL  CUSTOMERS,  AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE  COMPANY'S  CONTROL,  INCLUDING,  WITHOUT  LIMITATION,  THE RISKS
DESCRIBED  UNDER THE  CAPTION  "BUSINESS."  SHOULD ONE OR MORE OF THESE RISKS OR
UNCERTAINTIES  OCCUR, OR SHOULD  UNDERLYING  ASSUMPTIONS  PROVE TO BE INCORRECT,
ACTUAL  RESULTS  MAY VARY  MATERIALLY  AND  ADVERSELY  FROM  THOSE  ANTICIPATED,
BELIEVED,   ESTIMATED,  OR  OTHERWISE  INDICATED.   CONSEQUENTLY,   ALL  OF  THE
FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY
STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

American Dream Entertainment,  Inc. (the "Company") is an entertainment  company
that has obtained the  exclusive  license for the territory of the United States
of America for a creative  animated  cartoon  property  entitled  "Robin and The
Dreamweavers,"  aimed at the young  adult  market.  The  license  consists  of a
feature length animation movie and 26 half-hour episodes for all domestic media,
including network and cable television and home video. Lou Scheimer  Productions
in Los  Angeles,  California,  well  known  for  such  animated  productions  as
Superman,  Fat Albert & The Cosby Kids,  Archie's,  He-Man,  and  She-Ra,  is in
charge of production, has delivered the feature film, and will deliver the first
13  episodes  by  Summer  2001.  Final  exhibition  took  place at the  "MIPCOM"
conference in Cannes, France on October 2, 2000, the world-renowned market place
for television and movie productions.  As a result, the Company will convert the
closed  pre-sale  agreement of the feature film and series into a definite  sale
agreement.

The Company acquired the exclusive rights in the United States for marketing and
distributing the entire media properties known as "Robin and The  Dreamweavers."
In March 1999,  the Company  entered into a License and Royalty  Agreement  with
Dreamweavers,  N.V.,  a  Curacao  company  that  developed  the  "Robin  and The
Dreamweavers" concept, which consists of a feature length animation movie and 26
half-hour  episodes.  This agreement granted the Company exclusive rights in the
North American market for the feature film, television series, Internet

                                       8
<PAGE>


merchandising,  music, video, and publishing. The term of the agreement is for a
period of 15 years,  with an option to  extend  the  license  for an  additional
five-year  period.  In  consideration  of this  agreement,  the  Company  issued
16,000,000  shares of its  restricted  common  stock to  Dreamweavers,  N.V. and
agreed to pay  Dreamweavers,  N.V. an annual  royalty  equal to three percent of
gross revenues. In addition, the Company agreed to pay $5,500,000.

Further, the Company acquired the exclusive exploitation of the trademarks,  the
characters,  and the concept with regard to the Internet and interactive  rights
on a world-wide basis through its subsidiary, Robinsdream Interactive, N.V.

The "Robin and The Dreamweavers"  concept consists of several media products; an
animated  feature length movie for television;  an animated  television  series;
music CDs; an Internet  website with  e-commerce  capabilities  and  interactive
games;  private-label  fashions based on the character of "Robin"; and ancillary
merchandising products such as video games, toys, apparel,  school supplies, and
cosmetic products.

The Company also has the license and intends to market music properties based on
the characters from the animated  feature film and series.  The Company plans to
aggressively  exploit  its  proprietary  characters  and  programs  through  the
licensing  of  merchandising  products  targeted  at  the  12-  to  28-year  old
demographic.

There have been no revenues to date in the  animated  film  business and we have
incurred  significant  losses  associated  with the  promotion  of our  animated
feature film.  American  Dream  Entertainment,  Inc. does not expect to generate
revenues until the "Robin and The Dreamweavers" project is completed and becomes
contractually  available  for  telecasting  or  exhibition.  The  amount  of our
distribution and licensing revenues earned by American Dream Entertainment, Inc.
will be dependent upon,  among other things,  the timeline for the completion of
the project and its distribution by others.

The  release  of the film is  expected  in 2001.  Following  this  feature  film
release,  we plan on releasing the first 13 episodes of the series in 2002.  The
Company  will  convert the pre-sale  agreement  with Tempo Media of  Copenhagen,
Denmark, for the distribution of the television  production in the United States
into a definite sale agreement. This agreement could generate potential revenues
of approximately $7.5 million.


RESULTS OF OPERATIONS

There were no revenues for the quarters ended August 31, 2000 and 1999.

For the quarter ended August 31, 2000, total general and administrative expenses
were  $379,535 as compared to $130,539 for the same period in 1999,  an increase
of $198,996.  This increase in general and administrative expenses is the result
of promotional  efforts associated with our animated feature film and series, as
well as efforts associated with raising capital.

Interest  expense  increased to $707,199  for the quarter  ended August 31, 2000
from $0 in the same period in 1999.  The interest  expenses were due to $144,326
interest  (imputed) on loans taken and advances  from  stockholders  and related
parties.  In addition,  the Company  recorded  $562,873 of  interest,  which was
associated  with the intrinsic  value of the  beneficial  conversion  feature of
convertible debentures.

                                       9
<PAGE>


Other income  increased to $11,949 for the quarter ended August 31, 2000 from $0
for the same period in 1999.

Net loss  amounted  to  $1,074,785  for the  quarter  ended  August 31,  2000 as
compared to net loss of $130,539 for the same period in 1999.  This  increase in
net loss is associated  with  promotional  efforts  associated with our animated
feature film and series and the  intrinsic  value of the  beneficial  conversion
feature of our  convertible  debentures.  In  addition,  there was no revenue or
interest  income in the  three-month  period  ended  August  31,  2000 to absorb
general and administrative expenses incurred during the period.


LIQUIDITY AND CAPITAL RESOURCES

Our  operations  are  currently  funded  through  advances made on our behalf by
Dreamweavers,   N.V.   and  other   stockholders.   Through   August  31,  2000,
Dreamweavers, N.V. and other stockholders have advanced approximately $1,000,000
on our behalf.  This amount includes interest (imputed) and primarily relates to
promotional costs and payments made to consultants,  advisors,  reimbursement of
travel  expenses,  and  lease  expenses.  We are not  presently  generating  any
revenues from operations to fund capital requirements.  Our ability to alleviate
our working  capital  deficit and obtain  capital  adequate to fund future costs
associated  with operations and expansion plans is dependent upon the commitment
of Dreamweavers,  N.V. to continue funding our operations and the realization of
projected sales for our products. There is no assurance that Dreamweavers,  N.V.
will  continue to fund us, that  adequate  revenues  will be generated  from our
products, or that other funding will be available.


                                       10
<PAGE>


SIGNATURES
----------

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereto duly authorized:

                                    AMERICAN DREAM ENTERTAINMENT, INC.



Dated: 10/20/00                           By:   /s/ Dirk W. Peschar
                                                -------------------
                                                 Dirk W. Peschar
                                                 Principal Executive Officer and
                                                 President