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 November 30, 2000

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
       For the transition period from August 31, 2000 to November 30, 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)

                                 1-516-481-4370
                                 --------------
              (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 November 30, 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 Six Months Ended November 30, 2000 and 1999 (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

                                November 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>


<S>                                                                      <C>
Assets
Current assets:
    Cash                                                                   $         1,384
    Other receivables                                                               38,823
                                                                           ---------------
Total current assets                                                                40,207
                                                                           ---------------
Property and equipment, net of accumulated depreciation                             42,303
                                                                           ---------------

Other assets:
    Trademark and license                                                        5,501,600
    Due from related party                                                          62,579
    Website development                                                            108,870
    Deposits                                                                        45,564
                                                                           ---------------
Total other assets                                                               5,718,613
                                                                           ---------------
                                                                           $     5,801,123
                                                                           ===============

Liabilities and Stockholders' Deficit Current liabilities:
    Bank overdrafts                                                        $         5,330
    Convertible debentures                                                         460,712
    Due to related party                                                         6,876,846
    Accounts payable and accrued expenses                                          663,053
    Common stock payable                                                            50,000
                                                                           ---------------
Total current liabilities                                                        8,055,941
                                                                           ---------------
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                                               5,109,340
    Accumulated deficit                                                         (3,827,231)
    Accumulated other comprehensive income                                          61,221
                                                                           ---------------
                                                                                 1,345,182
    Stock subscription receivable                                               (3,600,000)
                                                                           ---------------
Total stockholders' deficit                                                     (2,254,818)
                                                                           ---------------
                                                                           $     5,801,123
                                                                           ===============

</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                     Six Months Ended
                                                      November 30,                          November 30,
                                         ----------------------------------     -----------------------------------
                                               2000                1999               2000                1999
                                         --------------------------------------------------------------------------
                                            (Unaudited)         (Unaudited)        (Unaudited)        (Unaudited)

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


Operating (expenses) income:
    General and administrative
       expenses                                 (478,510)          (133,394)           (872,709)           (263,933)
    Interest expense                            (165,510)                              (858,045)
    Other (expense) income                        (2,769)                                 9,180
                                         --------------------------------------------------------------------------
                                                (646,789)          (133,394)         (1,721,574)           (263,933)
                                         --------------------------------------------------------------------------

Net loss                                 $      (646,789)    $     (133,394)    $    (1,721,574)    $      (263,933)
                                         ==========================================================================


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


Weighted average shares
    outstanding                               18,520,000         17,980,000          18,218,361          17,980,000
                                         ==========================================================================

</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

                 Six Months Ended November 30, 2000 (Unaudited)

<TABLE>
<CAPTION>


                                                                                                    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, 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)                                              276,203

Foreign currency translation
    adjustment (unaudited)                                                                               17,227

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

Net loss for period (unaudited)                                                      (1,721,574)
                                      -----------------------------------------------------------------------------
Balance, November 30, 2000
    (unaudited)                        18,520,000    $  1,852    $  5,109,340     $  (3,827,231)       $ 61,221
                                      =============================================================================

</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>



                                                                                          Six Months Ended
                                                                                              November 30,
                                                                                   --------------------------------
                                                                                         2000             1999
                                                                                   --------------------------------
                                                                                     (Unaudited)      (Unaudited)
<S>                                                                              <C>                  <C>
Operating activities
    Net loss                                                                       $   (1,721,574)     $   (263,933)
                                                                                   ---------------------------------
    Adjustments to reconcile net loss to net cash
        used by operating activities:
           Imputed interest on stockholder advances                                        16,798
           Interest expense attributable to beneficial
               conversion feature of convertible debentures                               839,076
           Loan cost to be settled with stock issuance                                     50,000
           Depreciation expense                                                            26,474
           Increase in:
               Other receivables                                                          (20,144)
               Other assets                                                               (41,377)
               Accounts payable and accrued expenses                                      604,067           113,598
                                                                                   --------------------------------
    Total adjustments                                                                   1,474,894           113,598
                                                                                   --------------------------------
    Net cash used by operating activities                                                (246,680)         (150,335)

Investment activities
    Acquisition of property and equipment                                                 (49,581)

Financing activities
    Net advances from stockholders                                                        295,402           160,335

Effect of exchange rate changes on cash and
    cash equivalents                                                                          823
                                                                                   --------------------------------

Net (decrease) increase in cash                                                               (36)           10,000

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

Cash, end of period                                                                $        1,384      $     10,000
                                                                                   ================================
</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 Six Months Ended November 30, 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 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 six-month  period ended November 30, 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 November 30, 2000, current  liabilities exceed
current assets by approximately  $8,016,000 and total  liabilities  exceed total
assets by approximately $2,300,000.  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 six-month periods ended November 30,
2000 and 1999.  The  weighted  average  shares  outstanding  for the  three- and
six-month  periods  ended  November  30, 2000 were  18,520,000  and  18,218,361,
respectively,  as compared to 17,980,000  for the three- and  six-month  periods
ended November 30, 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.

                                        5

<PAGE>



                American Dream Entertainment, Inc. and Subsidiary

                   Notes to Consolidated Financial Statements

         For the Six Months Ended November 30, 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.  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
matured 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.


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  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
merchandising,  music, video, and publishing. The term of the agreement is for a
period of 15

                                       7

<PAGE>

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

Three-Months Ended November 30, 2000 Compared to the
Three-Months Ended November 30, 1999

There were no revenues for the quarters ended November 30, 2000 and 1999.

For the quarter  ended  November  30,  2000,  total  general and  administrative
expenses  were  $478,510 as compared to $133,394 for the same period in 1999, an
increase of $345,116.  This increase in general and  administrative  expenses is
the result of promotional  efforts  (including the MIPCOM  conference in Cannes,
France during October 2000) associated with the Company's  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 consulting fees and
office rent.

                                       8

<PAGE>




Interest  expense  increased to $165,510 for the quarter ended November 30, 2000
from $0 in the same period in 1999.  An amount of  $139,079  relates to interest
(imputed) on loans taken and advances from stockholders and related parties.

Other income decreased to $2,769 for the quarter ended November 30, 2000 from $0
for the same period in 1999.

Net loss  amounted  to  $646,789  for the  quarter  ended  November  30, 2000 as
compared to net loss of $133,394 for the same period in 1999.  This  increase in
net loss is associated with  promotional  efforts  associated with the Company's
animated  feature  film and  series.  In  addition,  there were no  revenues  or
interest  income in the  three-month  period  ended  November 30, 2000 to absorb
general and administrative expenses incurred during the period.


Six-Months Ended November 30, 2000 Compared to the
Six-Months Ended November 30, 1999

There were no revenues for the  six-month  periods  ended  November 30, 2000 and
1999.

For  the  six-month   period  ended   November  30,  2000,   total  general  and
administrative  expenses  were  $872,709 as  compared  to $263,933  for the same
period  in  1999,  an  increase  of  $608,776.  This  increase  in  general  and
administrative  expenses is the result of  promotional  efforts  (including  the
MIPCOM  conference in Cannes,  France during October 2000)  associated  with the
Company's  animated feature film and series, as well as efforts  associated with
raising capital. Further increase is the result of higher professional fees that
were not pertinent in the prior period.

Interest  expense  increased to $858,045 for the six-month period ended November
30,  2000 from $0 in the same period in 1999.  An amount of $276,203  relates to
interest  (imputed) on loans taken and advances  from  stockholders  and related
parties.  In  addition,  the Company  recorded  $562,873  of  interest  that was
associated  with the intrinsic  value of the  beneficial  conversion  feature of
convertible debentures.

Other income  increased to $9,180 for the  six-month  period ended  November 30,
2000 from $0 for the same period in 1999.

Net loss amounted to $1,721,574 for the six-month period ended November 30, 2000
as compared to net loss of $263,933 for the same period in 1999.  This  increase
in net loss is associated with promotional efforts associated with the Company's
animated  feature  film and series  and the  intrinsic  value of the  beneficial
conversion feature of the Company's convertible debentures.  In addition,  there
was no revenue or interest  income in the  six-month  period ended  November 30,
2000 to absorb general and administrative expenses incurred during the period.


LIQUIDITY AND CAPITAL RESOURCES

Our  operations  are  currently  funded  through  advances made on the Company's
behalf by Dreamweavers, N.V. and other stockholders.  Through November 30, 2000,
Dreamweavers, N.V. and other stockholders have advanced approximately $6,900,000
on the Company's

                                       9

<PAGE>


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. The Company is not presently generating any
revenues from operations to fund capital requirements.  Its ability to alleviate
its 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 the  Company's  operations  and the
realization  of projected  sales for our  products.  There is no assurance  that
Dreamweavers,  N.V.  will continue to fund the Company,  that adequate  revenues
will  be  generated  from  Company  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: 1/19/01                      By:      /s/ Dirk W. Peschar
                                             ----------------------
                                             Dirk W. Peschar
                                             Principal Executive Officer and
                                             President