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 February 28, 2001

               [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934.

                    For the transition period from November 30, 2000 to February
                    28, 2001

                        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)

                                 1-516-481-4370
                                 --------------
              (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 18,520,000  shares of the Registrant's  $.0001 par value common stock
outstanding as of February 28, 2001.

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 Nine Months Ended February 28, 2001 and 2000 (Unaudited)







                                    Contents


Consolidated Financial Statements:

    Consolidated Balance Sheet.............................................1
    Consolidated Statements of Operations..................................2
    Consolidated Statements of Changes in Stockholders' Deficit............3
    Consolidated Statements of Cash Flows..................................4
    Notes to Consolidated Financial Statements.............................5-6




<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                           Consolidated Balance Sheet

                                February 28, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>



<S>                                                              <C>
Assets
Current assets:
    Cash                                                          $         1,401
    Other receivables                                                      60,244
                                                                  ---------------
Total current assets                                                       61,645
                                                                  ---------------

Property and equipment, net of accumulated depreciation                    45,177
                                                                  ---------------

Other assets:
    Trademark and license                                               5,501,600
    Due from related party                                                 80,976
    Website development                                                    97,983
    PC Game development                                                   300,000
    Deposits                                                                4,187
                                                                  ---------------
Total other assets                                                      5,984,746
                                                                  ---------------

                                                                  $     6,091,568
                                                                  ===============

Liabilities and Stockholders' Deficit
Current liabilities:
    Bank overdrafts                                               $         6,767
    Convertible debentures                                                494,398
    Due to related party                                                6,980,694
    Accounts payable and accrued expenses                               1,213,656
    Common stock payable                                                   50,000
                                                                  ---------------
Total current liabilities                                               8,745,515
                                                                  ---------------

Stockholders' deficit:
    Common stock; $.0001 par value; 50,000,000 shares
        authorized; 18,520,000 shares issued and outstanding                1,852
    Capital in excess of par value                                      5,275,480
    Accumulated deficit                                                (4,392,368)
    Accumulated other comprehensive income                                 61,089
                                                                  ---------------
                                                                          946,053
    Stock subscription receivable                                      (3,600,000)
                                                                  ---------------
Total stockholders' deficit                                            (2,653,947)
                                                                  ---------------

                                                                  $     6,091,568
                                                                  ===============

</TABLE>

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

                                       1
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                      Consolidated Statements of Operations


<TABLE>
<CAPTION>



                                                  Three Months Ended                    Nine Months Ended
                                                  February 28, 2001                     February 28, 2001
                                         ----------------------------------     -----------------------------------
                                               2001                2000               2001                2000
                                         --------------------------------------------------------------------------
                                           (Unaudited)         (Unaudited)        (Unaudited)         (Unaudited)

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


Operating (expenses) income:
    General and administrative
       expenses                                 (371,173)          (230,169)         (1,245,164)           (494,102)
    Interest expense                            (179,382)                            (1,037,022)
    Other (expense) income                       (14,582)                                (4,525)
                                          ---------------------------------------------------------------------------
                                         $      (565,137)    $     (230,169)    $    (2,286,711)     $     (494,102)
                                          ---------------------------------------------------------------------------


Net loss                                 $      (565,137)    $     (230,169)    $    (2,286,711)     $     (494,102)
                                         ============================================================================


Accumulated deficit - beginning
    of period                            $    (3,827,231)    $     (668,385)    $    (2,105,657)     $     (404,452)
                                         ----------------------------------------------------------------------------


Accumulated deficit - end
    of period                            $    (4,392,368)    $     (898,554)    $    (4,392,368)     $     (898,554)
                                         ----------------------------------------------------------------------------



Loss per share                           $          (.03)    $         (.01)    $          (.09)     $         (.03)
                                         ============================================================================


Weighted average shares
    outstanding                               18,520,000         17,320,000          18,120,000          17,762,418
                                         ============================================================================


</TABLE>


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

                                       2
<PAGE>

                American Dream Entertainment, Inc. and Subsidiary

           Consolidated Statements of Changes in Stockholders' Deficit

                 Nine Months Ended February 28, 2001 (Unaudited)


<TABLE>
<CAPTION>





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


<S>                                  <C>         <C>           <C>              <C>              <C>
Balance, May 31, 2000 (unaudited)     17,920,000     1,792          670,324        (2,105,657)          43,994

Common stock issued for stock
    subscription receivable
    (unaudited)                          600,000        60        3,599,940

Imputed interest on stockholder
    advances (unaudited)                                            432,343

Foreign currency translation
    adjustment (unaudited)                                                                              14,581

Intrinsic value of beneficial
    conversion feature of
    convertible debentures
    (unaudited)                                                     572,873

Net loss for period (unaudited)                                                    (2,286,711)
                                      ---------------------------------------------------------------------------

Balance, February 28, 2001
    (unaudited)                       18,520,000    $1,852       $5,275,480       $(4,392,368)         $58,575
                                      ===========================================================================


</TABLE>

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

                                       3
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                      Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>


                                                                                        Nine Months Ended
                                                                                           February 28,
                                                                                   ----------------------------
                                                                                       2001            2000
                                                                                   ----------------------------
                                                                                   (Unaudited)      (Unaudited)
<S>                                                                              <C>              <C>
Operating activities
    Net loss                                                                       $(2,286,711)      $(494,102)
                                                                                   ----------------------------

    Adjustments to reconcile net loss to net cash used by operating activities:
           Imputed interest on stockholder advances                                    28,115
           Interest expense attributable to beneficial
               conversion feature of convertible debentures                         1,005,216
           Loan cost to be settled with stock issuance                                 50,000
           Depreciation expense                                                        39,711
           Increase in:
               Other receivables                                                      (41,565)
               Other assets                                                          (282,863)         (31,961)
               Accounts payable and accrued expenses                                1,322,403          192,620
                                                                                    ---------------------------
    Total adjustments                                                               2,121,017          160,659
                                                                                    ---------------------------
    Net cash used by operating activities                                            (165,694)        (333,443)

Investment activities
    Acquisition of property and equipment                                             (52,227)

Financing activities
    Offering costs                                                                                     104,098
    Net advances from stockholders                                                    216,988          233,247

Effect of exchange rate changes on cash and
    cash equivalents                                                                      914
                                                                                     ---------------------------

Net (decrease) increase in cash                                                           (19)           3,902

Cash, beginning of period                                                               1,420
                                                                                     ---------------------------

Cash, end of period                                                                    $1,401           $3,902
                                                                                     ===========================

</TABLE>


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


                                       4
<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

        For the Nine Months Ended February 28, 2001 and 2000 (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 the opinion of management,  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 nine-month  period ended February 28, 2001 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 February 28, 2001, current  liabilities exceed
current assets by approximately  $8,750,000 and total  liabilities  exceed total
assets by approximately $2,650,000.  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- and nine-month  periods ended February
28, 2001 and 2000. The weighted  average shares  outstanding  for the three- and
nine-month  periods  ended  February 28, 2001 were  18,520,000  and  18,120,000,
respectively,  as compared to 17,320,000  and  17,762,418  respectively  for the
three- and  nine-month  periods ended  February 29, 2000.  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.

                                        5
<PAGE>

                American Dream Entertainment, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

        For the Nine Months Ended February 28, 2001 and 2000 (Unaudited)


3.      Convertible Debentures

The  Company  issued  $423,377 in  convertible  debentures  in June 2000.  These
debentures  pay  interest  at six  percent  per  annum.  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 is extended in December 2000 and matures in February
2001.  This loan can be repaid by paying the principal plus interest of $10,000,
or the principal  plus 1,000 shares of the Company's  stock,  or the loan can be
converted into 120,000 shares of stock at a conversion  rate of $0.50 per share.
The stock was trading at $0.50 per share at the date of this  extension;  hence,
the Company has added interest of approximately $10,000 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.


4.      Stock Warrants

The Company has outstanding warrants to purchase 600,000 shares of the Company's
common stock at a price of $6 per share at November 30, 2000. The holders of the
warrants must wait 18 months after issuance  before the warrants are eligible to
be converted into common shares. After the initial 18-month period, the warrants
may be  converted  into shares  within the next six  months.  The  warrants  are
exercisable  any time from  February 28, 2002 through  August 31, 2002, at which
time the warrants  expire.  At November 30, 2000 600,000 shares of the Company's
common stock have been reserved for issuance under these warrants.

                                        6
<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 during 2001.  Final exhibition of the feature film 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

                                       7
<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,
including PC and Video  games,  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.


PC GAME
-------

During  January 2001 the company and its subsidiary  Robinsdream  Interactive NV
entered into a production  agreement  with the Belgium  Imagination In Motion NV
(IIM), an animation studio specialized in state-of-the art 3D technologies,  for
the  purposes  of the  production  of an PC  Game  based  upon  "Robin  and  the
Dreamweavers".

This  PC  Game  will  show a  combination  of  the  latest  state-of-the  art 3D
technologies  and the  adventures  of the ongoing  battle  between Robin and her
nemesis  Triple X. The  company and IIM will use for the  development  of the PC
Game the game  engine  of  Widescreen,  best  known for its  award  winning  hit
Outcast.  Widescreen is an action  orientated  engine  conceived for PC, PS2 and
X-box  development.   Widescreen  manages  the  characters  in  the  3rd  Person
perspective,  allowing the "gamer" to actually see the hero,  as opposed to just
an arm with a gun.

It is expected that the production of the PC-Game will be ready for distribution
early 2002.

In addition  the company and IIM agreed that IIM will  represent  the company as
its commercial  agent for the purposes of the  distribution  of the PC Game. IIM
has a high level of experience and knowledge in the PC branch.

                                       8
<PAGE>


About Imagination In Motion NV
------------------------------

Launched in 1995 by co-founder and CEO Rudy  Verbeeck,  Imagination In Motion is
an integrated  computer  graphics 3D animation studio with over 30 animators and
developers in its Brussels headquarters.  After specializing in CG 3-D animation
applied to  advertising  and  entertainment,  IIM is now  focusing  on  offering
integrated   digital   character   concepts   for   cross-media   use  to   both
consumer-oriented  corporations and the entertainment  industry.  The company is
also renowned for its state-of-the  art 3D  technologies,  such as the RealActor
internet technology and Virtual Actor technology. The company's extensive roster
of clients  includes media giants  DreamWorks  SKG,  Twentieth  Century Fox, and
Disney as well as  Coca-Cola,  Procter and Gamble and  Bertelsmann.  The Belgian
public  integrated  media company De Beukelaar has a 34% stake in Imagination In
Motion.


RESULTS OF OPERATIONS

There were no revenues for the quarters ended February 28, 2001 and 2000.

For the quarter  ended  February  28,  2001,  total  general and  administrative
expenses  were  $371,173 as compared to $230,169 for the same period in 2000, an
increase of $141,004.  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.  Further increase of
the total general and  administrative  expenses is due to management  consulting
fees,  costs involved with the quarterly  review of the financial  statements by
the CPA and office rent.

Interest  expense  increased to $179,382 for the quarter ended February 28, 2001
from $0 in the same period in 2000.  An amount of  $166,141  relates to interest
(imputed) on loans taken and advances from stockholders and related parties.

Other income increased to ($14,582) for the quarter ended February 28, 2001 from
$0 for the same period in 2000.

Net loss  amounted  to  $565,137  for the  quarter  ended  February  28, 2001 as
compared to net loss of $230,169 for the same period in 2000.  This  increase in
net loss is associated  with  promotional  efforts  associated with our animated
feature film and series. In addition,  there were no revenues or interest income
in the  three-month  period  ended  February  28,  2001 to  absorb  general  and
administrative expenses incurred during the period.

There were no revenues for the nine month period ended February 28, 2001 and the
nine month period ended February 29, 2000.

For  the  nine  month  period  ended  February  28,  2001,   total  general  and
administrative  expenses  were  $1,245,164  as compared to $494,102 for the same
period  in  2000,  an  increase  of  $751,062.  This  increase  in  general  and
administrative  expenses is the result of promotional efforts (including the MIP
conferences in Cannes, France during April and October 2000) associated with our
animated  feature film and series,  as well as efforts  associated  with raising
capital.  Further increase is the result of higher  professional fees which were
not pertinent in the prior period.

Interest  expense  increased  to  $1,037,022  for the nine  month  period  ended
February  28,  2001 from $0 in the same  period in 2000.  An amount of  $432,344
relates to interest  (imputed) on loans taken and advances from stockholders and
related parties. In addition,  the Company recorded $572,873 of interest,  which
was associated with the intrinsic value of the beneficial  conversion feature of
convertible debentures.

                                       9
<PAGE>


Other income  increased to $(4,525) for the nine month period ended February 28,
2001 from $0 for the same period in 2000.

Net loss  amounted to  $2,286,711  for the nine month period ended  February 28,
2001 as  compared  to net loss of  $494,102  for the same  period in 2000.  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 nine month period ended  February 28, 2001 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  February  28,  2001,
Dreamweavers, N.V. and other stockholders have advanced approximately $7,000,000
on our behalf.  This amount  includes  primarily  relates to a payable amount of
$5,500,000 for the US license of the "Robin and the Dreamweavers"  project.  The
company owes this  $5,500,000 to  Dreamweavers  NV, its major  shareholder.  The
remaining of approximately  $1,500,000 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.


NO REVIEW

The financial  statements for the three-month period ended February 28, 2001 are
not reviewed by an independent  auditor. The company is in disagreement with its
CPA concerning the billing for the audit and review.

                                       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: April 20, 2001                By:   /s/ Dirk W. Peschar
      ---------------                      -------------------------------------
                                           Dirk W. Peschar
                                           Principal Executive Officer and
                                           President